Terms and Conditions

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ARTICLE 1: SCOPE

These terms and conditions apply to all offers and contracts for sale and/or execution of work by Zincoat BV, established in Veenoord, hereinafter referred to as «Zincoat».
The ordering party or buyer shall hereinafter be referred to as «the other party».
Exclusion clauses shall only form part of the contract concluded between the parties if and to the extent that both parties have expressly agreed to them in writing.
Acceptance and retention without comment by the other party of a quote or order confirmation referring to these terms and conditions constitutes acceptance of them.
The potential non-applicability of a provision (or part of a provision) of these terms and conditions does not affect the applicability of the other provisions in any way.
We expressly reject any reference by the client to their own terms and conditions of purchase, offer, or otherwise.

ARTICLE 2: CONTRACTS

Contracts only become binding for Zincoat after written confirmation.
Additions or amendments to the general terms and conditions, or, alternatively, amendments or additions to the contract, shall only become binding after written confirmation by Zincoat.

ARTICLE 3 : OFFERS

All offers, quotations, price lists, delivery times, etc. from Zincoat are non-binding, unless:
1. The work to be carried out is set out in a comprehensive set of specifications, which may or may not be accompanied by one or more drawings. These drawings must have been drawn up at the same time as the documents mentioned first and must be attached to them. The specifications and/or drawings will then be binding on both parties.
2. These contain an acceptance deadline.

If a quotation or offer contains a non-binding proposal and that proposal is accepted by the other party, Zincoat is entitled to withdraw the offer within two working days of receiving the acceptance.

The quote provides an overview of the price and the pricing method that will be applied:
1. Lump sum contract: the parties agree on a fixed amount (contract sum) for which the works will be carried out. ;
2. Indicative price: Zincoat will provide the most accurate estimate possible for the cost of the works. ;
3. Pricing based on time and materials: Zincoat will provide a detailed list of pricing factors (price per unit weight, delivered weight or unit price).
If the other contracting party does not accept an offer or quote, they are obliged, at the first request from Zincoat, to return to Zincoat all descriptions, drawings and/or calculations provided with the offer or quote.
Zincoat has the right to charge the opposing party for costs related to the offer or quotation, provided that Zincoat has previously informed the opposing party in writing of these costs.
The samples and/or models presented and supplied are for illustrative purposes only. No rights may be derived therefrom, unless otherwise expressly agreed between the parties.
Yes, should public authorities and/or trade unions introduce changes to wages, working conditions, social insurance and other matters between the contract conclusion date and its execution, Zincoat is entitled to pass these increases on to the other party.
If, during the period mentioned above, Zincoat publishes a new price list which comes into force, Zincoat is entitled to charge the other party the prices set out therein.

Last modified: 02-02-2015

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Our prices do not include costs relating to special operations such as, but not limited to, stripping materials to remove stubborn rust, grease, paint, varnish, bitumen, welding slag, moulding sand or metallic coatings, smoothing weld seams, drilling ventilation holes, partial zinc-free treatment, rough finishing and brushing.

screw heads, phosphating, chromating, applying markings, dismantling into parts, straightening after surface treatment, packaging and grouping.

Similarly, the zinc supplement in use at that time is not included, unless expressly stated otherwise.

All prices are exclusive of the applicable value added tax (VAT)

ARTICLE 4: USE OF THIRD PARTIES

Zincoat is authorised to engage third parties for the execution of what has been agreed.

ARTICLE 5: DELIVERY AND DELIVERY TIMES

Delivery is not free of charge, unless the parties have expressly agreed otherwise in writing.
The time limits specified within which the goods must be delivered or the work must be carried out shall under no circumstances be regarded as strict deadlines, unless otherwise expressly agreed in writing between the parties. In the event of a delay in delivery or completion of the work, Zincoat must therefore be given formal notice in writing.
In the event of delivery in instalments, each instalment is treated as a separate transaction.
The risk relating to the goods delivered transfers to the other party upon delivery.
If it proves impossible to deliver goods to the other party or to carry out the work, for a cause attributable to the other party, Zincoat reserves the right to store the ordered goods and/or the materials purchased for the execution of the work.

at the other party’s expense and risk. Zincoat shall notify the other party in writing of the storage that has taken place and/or the impediment to the performance of the work to be carried out, and shall also set a reasonable deadline within which the other party must allow Zincoat to resume the work and/or deliver the goods.

Yes, even after the expiry of the reasonable period set by Zincoat, as provided for in the preceding paragraph of this article, if the other party remains in default of fulfilling its obligations, it shall, by the mere expiry of one (1) month from the date of storage or obstruction of the execution of the works to be carried out, and Zincoat shall have the right to terminate the contract in writing and with immediate effect, without prior or further notice, without judicial intervention and without being liable for damages, costs and interest, in whole or in part.
The foregoing shall not prejudice the obligation of the other party to pay the agreed price or the price of the works, as well as any storage and/or other costs.
Zincoat is entitled to require the other party to make an advance payment or provide security to ensure compliance with its financial obligations before proceeding with delivery and/or commencing work.
The work shall be carried out in accordance with the Dutch standard in force at the time of our quotation, as published by the Dutch Standards Institute in Delft, unless otherwise agreed in writing. If the client wishes other specifications to apply and has not informed us of this in writing prior to our quotation, we are entitled to amend our contract accordingly.
Our offers are based on the following principle:
1. The goods will be delivered within four weeks of ordering.
2. It must be possible to handle the goods in their entirety without any special intervention or specialised tools.
3. In hollow sections and items intended for galvanising, inlet and outlet holes of a sufficient size must be provided in the appropriate locations. If you wish, you can contact us to discuss the location and size of the inlet and outlet holes.
Galvanising does not result in a surface that is ready to receive further coatings. If, following galvanisation, further coatings are to be applied by the client and/or third parties, the client must inform us of this in writing prior to our quotation. If the client has not informed us of this in writing prior to our agreement, we are entitled to

amend the contract accordingly. Furthermore, in such a situation, the applicable quality standard is that which applies to galvanising work to which no additional coating is applied. The provision of services may be regarded as final and complete once the goods have been delivered directly to the customer, to a location specified by the customer, and/or have been collected by the customer from the premises of Zincoat or its partner responsible for providing the services on behalf of the client. If, despite the agreement reached, the goods are not collected, the order shall be deemed to have ended five days after the date of notification.

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by Zincoat indicating that the goods may be collected. All of this after the execution of the order by Zincoat and/or after the termination of the order by Zincoat.

ARTICLE 6: DELIVERY STATUS

The delivery period indicated by Zincoat shall under no circumstances be considered a strict deadline. Simple non-compliance with the delivery period does not put us in default; this is only the case if, upon expiry of the delivery period we indicated, we also fail to fulfil the contract for a reason attributable to us, within a reasonable period notified in writing by the client.
Zincoat shall not be obliged to commence work or delivery before being in possession of all the information necessary for this purpose, or before the goods to be treated have been made available to it, and before having received any agreed (due) payment.
Yes, if for reasons beyond Zincoat's control, deliveries or work cannot be carried out normally or without interruption and/or if the other party fails to meet its obligations referred to in the following article, Zincoat is entitled to charge the other party for the resulting costs. Furthermore, the agreed delivery time will be extended by the duration of the delay.
If, during the execution of an order accepted by Zincoat, it appears that the order cannot be fulfilled, either due to circumstances unknown to Zincoat or due to any force majeure, Zincoat has the right to demand that the task assigned to it be modified in such a way that the execution of the work becomes possible, unless it will never be possible due to the unknown circumstances or force majeure. Zincoat is then entitled to full compensation for the work already carried out or the costs already incurred.
If it has been agreed that the contract will be performed in stages, Zincoat may suspend the performance of elements falling within a next stage until the other party has approved the results of the previous stage in writing.
The risk relating to goods held in Zincoat's custody due to works to be carried out shall remain the responsibility of the other party. The other party is obliged to adequately insure and maintain the goods for the entire period they are in Zincoat's custody.
All costs incurred by Zincoat at the request of the other party shall be borne entirely by the other party, unless otherwise agreed in writing.
The tools or auxiliary means manufactured by Zincoat remain the property of Zincoat, even if a charge has been made for them.

ARTICLE 7: OBLIGATIONS OF THE OTHER PARTY

The other party must ensure that:
1. The goods shall be made available to Zincoat on the agreed date; ;
2. Zincoat has timely access to the information necessary for the performance of the works; ;
3. The condition of the substrate before surface treatment must be sufficient to achieve good adhesion. In the event of non-conforming substrates being provided, the other party is responsible for their rectification, unless otherwise expressly agreed. (See Article 3, point H.)
The opposing party is required to obtain and maintain adequate insurance for the goods under Zincoat's management for the purposes of their treatment.
1. If the other party fails to comply with, or fails to comply within the agreed timeframe, with the aforementioned obligations, and the work to be carried out is consequently delayed, Zincoat shall be entitled to charge the other party for the resulting costs and/or damages. Furthermore, the agreed delivery times shall be extended by the duration of the delay.

ARTICLE 8: TRANSPORT

The dispatch of goods ordered or processed shall be carried out according to the terms and conditions determined by Zincoat, but at the expense and risk of the other party, unless otherwise expressly agreed in writing between the parties.
Zincoat shall not be liable for any damages, of any nature and form, relating to transportation.,

subsidised or not by the merchandise.

The other party must take out adequate insurance against the aforementioned risks.
The opposing party guarantees the good accessibility of the destination/unloading location and is responsible for the unloading.
Unaccepted orders or deliveries will be stored by Zincoat, at the expense and risk of the other party, in accordance with the provisions of Article 5.

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ARTICLE 9: PACKAGING

If the packaging is in a suitable condition, the processed goods will be returned in the packaging in which they were delivered to Zincoat.
If new packaging has to be supplied, Zincoat is entitled to charge the contracting party for it. The packaging will be best suited to the requirements of the surface treatment applied and of transport.
If it proves necessary, at Zincoat's discretion, the packaging will be charged to the other party at cost price and will not be returned.

ARTICLE 10: COMPLAINTS AND RETURNS

The contractor is obliged to inspect the (processed) goods or works upon receipt or upon completion of the works. If the other party discovers any visible defects, imperfections, and/or flaws, they must inform Zincoat within 24 hours, and then immediately send Zincoat written confirmation.
All other claims must be reported to Zincoat by recorded delivery within 8 days of receipt of the goods or completion of the work.
If the aforementioned claim is not brought to the attention of Zincoat within the stated timescales, the goods shall be deemed to have been received in good condition and the works to be performed shall be deemed to have been carried out correctly.
Claims do not suspend the obligation of payment of the opposing party.
Zincoat must be enabled to examine the claim.
If a return is required for the examination of the claim, it will only be carried out at Zincoat's expense and risk if the latter has given its explicit written consent beforehand.
In all cases, returns shall be made in accordance with the terms and conditions determined by Zincoat. The return shall be at the expense and risk of the other party, unless Zincoat declares the claim to be founded.
Yes, if after delivery the goods have undergone a change in nature and/or composition, have been processed or treated in whole or in part, have been damaged or repackaged, any claim right is excluded.
In the event of justified claims, the damage will be settled in accordance with the provisions of Article
Zincoat cannot be held responsible for quantities delivered when supplying bulk items.

ARTICLE 11: LIABILITY AND WARRANTY

Zincoat fulfils its obligations as might be expected of a company within its sector, but disclaims all liability for damage, including consequential damage, arising from its actions or omissions in the broadest sense of the term, except to the extent that such damage is attributable to gross negligence, recklessness and/or wilful misconduct, or if mandatory statutory provisions dictate otherwise. The same limitation applies with regard to personnel or other third parties engaged by Zincoat in the performance of its activities.
Without prejudice to the provisions of the other paragraphs of this article, Zincoat's liability – however arising – shall be limited to the amount of the net price of the goods delivered or services performed, capped at €10,000.00. Compliance with this provision constitutes full and final compensation.
Without prejudice to the provisions of the preceding paragraph of this Article, Zincoat shall not in any event be liable to pay damages exceeding the insured amount, to the extent that the damage is covered by insurance taken out by Zincoat.
Zincoat guarantees the usual quality and reliability of the products delivered; their effective lifespan cannot be guaranteed under any circumstances.
Zincoat accepts no liability for damage occurring to the work it has delivered, if defects were already present before Zincoat commenced its work and, at the request of

the opposing party, Zincoat, nevertheless started the work.

Zincoat disclaims all liability for consequential and indirect damages. Consequential and indirect damages are understood to be, in all cases: loss of profit, contractual penalties, unrealised savings, and damages resulting from business interruption.

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If Zincoat includes materials to be delivered in its offer, Zincoat bases itself, with regard to these materials, on the information provided to Zincoat by the manufacturer or supplier of the materials, concerning the behaviour and properties of these materials. By virtue of the foregoing, Zincoat shall not be liable for damages incurred in this regard.
In all cases, the period during which Zincoat can be held liable for reimbursement of damages found is limited to 6 months, from the moment the obligation to pay damages was established.
Zincoat cannot be held responsible for slight irregularities, shade variations, and differences in colour or gloss which may be considered normal according to technical standards.
Zincoat shall inform the opposing party of the guarantee applicable to the delivered works.
If the goods delivered by Zincoat or the goods used in connection with the works are covered by a manufacturer's warranty, this warranty shall apply equally between the parties.
No guarantee is given if the goods treated by Zincoat have been subjected to treatment, assembly or

were improperly assembled or installed.

The opposing party forfeits its rights with regard to Zincoat, is liable for all damages and indemnifies Zincoat against any third-party claims for damages if and to the extent that:
1. the damage results from inappropriate use and/or use contrary to the instructions and/or advice of Zincoat and/or inappropriate storage of the goods delivered or processed by the opposing party; ;
2. The damage results from instructions given to Zincoat by or on behalf of the opposing party; ;
3. The damage results from the fact that the opposing party itself or a third party commissioned by them carried out maintenance work or attempted to do so on the goods, without the prior written authorisation of Zincoat; ;
4. The damage arises from errors or inaccuracies in the data, materials, information media, etc., that have been supplied and/or prescribed to Zincoat by or on behalf of the opposing party.

ARTICLE 12: ADDITIONAL WORKS AND REDUCTIONS

Additional works are considered to be all works entrusted to Zincoat by or on behalf of the opposing party, third parties, inspection bodies, or resulting from a change in legislation or any other cause, which do not fall within the scope of Zincoat's quotation.
Additional work is confirmed by Zincoat as soon as possible after the order from the opposing party or on its behalf, after which the client signs it for approval. Failure to sign the order for approval or to provide a statement of additional work shall not prejudice Zincoat's rights in this regard.
1. All works that are not carried out at or for the account of the opposing party, third parties, inspection bodies or as a result of a change in legislation are considered omission works. The price reduction is determined by Zincoat on the basis of its quotation, excluding additional costs and (profit) margins.

ARTICLE 13: PAYMENT

Payment must be made net within 30 days of the invoice date, even if delivery cannot take place in accordance with Article 5, unless otherwise expressly agreed in writing between the parties.
Zincoat has the right to demand advance payment.
If an invoice is not paid in full by the expiry of the period referred to in paragraph A:
1. The opposing party shall be liable to pay Zincoat late payment interest at a rate of 2 % per month, calculated on a cumulative basis on the principal amount. Fractions of a month shall be treated as full months; ;
2. After having received a formal notice from Zincoat, the opposing party shall be liable for extrajudicial costs amounting to at least that provided for by the Act on the standardisation of recovery costs, plus late-payment interest
At Zincoat's discretion, under the aforementioned or similar circumstances, without further formal notice or judicial intervention, the contract may be terminated in whole or in part, with or without a claim for damages.
If the opposing party has failed to fulfil its payment obligations within the deadlines, Zincoat has the right to suspend the performance of its contractual obligations towards the opposing party regarding delivery or the provision of services until payment has been made or sufficient security has been provided. The same applies even before the default in payment is established, if Zincoat has reasonable grounds to doubt the solvency of the opposing party.
Payments made by the opposing party shall always be used to settle all interest and costs due, and then to settle the oldest outstanding invoice, unless the opposing party expressly states in writing at the time of payment that it relates to a later invoice.

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If the opposing party holds, on any grounds whatsoever, one or more claims against Zincoat, or is likely to obtain them, it waives the right of set-off regarding this or these claims. This waiver of the right of set-off also applies if the opposing party applies for a (provisional) moratorium on payment or is declared bankrupt.

ARTICLE 14: INTELLECTUAL PROPERTY RIGHTS

Zincoat holds the industrial and intellectual property rights relating to the content and form of the reports, designs, projects, descriptions or opinions, and other similar items.
The opposing party guarantees that the items it provides do not infringe the rights of third parties. The opposing party indemnifies Zincoat against any potential claims by third parties.
It is only after payment of the sum due to Zincoat under a concluded contract that the opposing party benefits from a right of use in this regard.
The opposing party is not authorised to use the works provided by Zincoat or the treated goods for promotional purposes if this undermines the neutrality or reputation of Zincoat.
The opposing party undertakes not to use the processed goods for purposes other than those for which they are intended. The opposing party shall be liable to Zincoat for any damage arising from this breach.

ARTICLE 15: (EXTENSION OF) RETENTION OF TITLE

All goods delivered and to be delivered shall remain the exclusive property of Zincoat until full payment of all claims that Zincoat holds or will hold against the opposing party, including, in any event, the claims referred to in Article 3:92, paragraph 2, of the Dutch Civil Code. As long as ownership of the goods has not been transferred to the opposing party, the latter is not authorised to pledge them or grant any other right to third parties in respect thereof, except within the normal course of its business. The opposing party is obliged, at Zincoat’s first request, to cooperate in the creation of a right of pledge on the claims that the opposing party acquires or will acquire against its customers as a result of the resale of the goods. The opposing party is obliged to keep the goods delivered under retention of title with due care and in such a way that they remain identifiable as the property of Zincoat. Zincoat is entitled to take back the goods delivered under retention of title that are still held by the opposing party if the latter is in default of its payment obligations or if it is experiencing or is at risk of experiencing payment difficulties. The opposing party shall at all times grant Zincoat free access to its grounds and/or buildings in order to inspect the goods and/or exercise Zincoat’s rights. The aforementioned provisions shall not affect the other rights accruing to Zincoat.

ARTICLE 16: BANKRUPTCY, INCAPACITY TO DISPOSE OF ASSETS, etc.

Without prejudice to the provisions of the other articles of these terms and conditions, the contract concluded between the opposing party and Zincoat shall be terminated without judicial intervention and without any formal notice being required as soon as the opposing party is declared bankrupt, applies for a (provisional) suspension of payments, is subject to an enforcement attachment, is placed under guardianship or judicial administration, or otherwise loses the power of disposition or capacity to act in respect of all or part of its assets, unless the bankruptcy trustee or judicial administrator acknowledges the obligations arising from the contract as liabilities of the estate.

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ARTICLE 17 : FORCE MAJEURE

If the performance of what Zincoat is required to do under the contract concluded with the opposing party is impossible and this is due to a failure not attributable to Zincoat, or to a failure on the part of third parties or suppliers engaged by Zincoat for the performance of the contract, or if another serious ground arises on the part of Zincoat, Zincoat shall be entitled to terminate the contract concluded between the parties, or to suspend the performance of its obligations towards the opposing party for a reasonable period to be determined by it, without being liable for any compensation. If the aforementioned situation arises while the contract has been partially performed, the opposing party shall be required to fulfil its obligations towards Zincoat up to that point.
Circumstances deemed to constitute a non-attributable default include in particular: war, riots, mobilisation, internal and external disturbances, government measures, strikes and lock-outs organised by workers or the threat of such circumstances; disruption of exchange rates in force at the time of concluding the contract; business disruptions due to fire, an accident or other natural events and phenomena, and this regardless of whether the failure to perform or delayed performance is attributable to Zincoat, its suppliers or third parties engaged by it for the performance of the commitment. This also includes unforeseen damage and production stoppages concerning important parts of the production apparatus within Zincoat.
Should the opposing party fail in any way to fulfil its obligations towards Zincoat, in the event of a cessation of payments, an application for a (provisional) suspension of payments, bankruptcy, writ of execution, assignment of assets or the liquidation of the opposing party's business, all sums owed by the latter to Zincoat under any contract whatsoever shall immediately and in full become

ARTICLE 18: CANCELLATION AND TERMINATION

The opposing party waives any right to terminate the contract pursuant to Articles 6:265 and following of the Dutch Civil Code or any other statutory provision, unless termination pursuant to this article has been agreed upon.
Cancellation by the other party is only possible if Zincoat consents to it. In such a case, the other party is obliged, in addition to paying compensation of at least 30 % of the purchase price or the agreed price, to take delivery of the goods already ordered but not yet processed or treated, subject to payment of the cost price. The other party shall be liable to third parties for the consequences of the cancellation and shall indemnify Zincoat in this regard.
In the event of cancellation of the order, the other party shall be required, in addition to the compensation mentioned in paragraph B, to compensate Zincoat for the loss suffered. This loss includes Zincoat's losses incurred and loss of profit, the costs already incurred by Zincoat for the preparation of the order and any downtime of the Zincoat plant.
Amounts already paid by the opposing party will not be refunded.

Article 19 Confidentialityé

Zincoat applies an appropriate privacy policy. This policy is detailed in the privacy statement available on the Zincoat website, www.zinq.com
Zincoat processes the personal data of the principal, its subordinates and any third parties engaged by the principal. This may include, amongst others, the following data: names, contact details, date of birth, telephone numbers, email addresses, Chamber of Commerce registration number, VAT number. The opposing party gives its consent to the processing of this personal data. Furthermore, the opposing party guarantees and indemnifies Zincoat against any liability regarding the fact that the subordinates and third parties have given their consent to the processing of their personal data. Zincoat will use the personal data solely for the execution of the assignment entrusted to it or for matters relating thereto.
Zincoat will fully comply with the provisions arising from the GDPR and other legal provisions regarding the protection of privacy.
Zincoat will ensure adequate protection of personal data. In the event of a data breach, Zincoat will inform the individuals concerned and the competent authority
The data subject may ask Zincoat to consult the data concerning them that is being processed. If they so wish, the data subject may ask Zincoat to delete this data. If the deletion of the data results in Zincoat no longer being able to perform its mission, this shall be at the expense and risk of the opposing party.
Zincoat will not retain personal data for any longer than is strictly necessary.

ARTICLE 20: GOVERNING LAW / JURISDICTION

The contract concluded between Zincoat and the opposing party is exclusively governed by Dutch law.

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Disputes arising from this contract shall also be settled in accordance with Dutch law.

Any dispute shall be settled by the competent Dutch court, on the understanding that Zincoat is entitled to bring the matter before the competent court of the place where it has its registered office, unless the subdistrict court has jurisdiction in the matter.
Regarding disputes arising from the contract concluded with an opposing party established outside

Netherlands, Zincoat has the right to act in accordance with the provisions of paragraph B of this article or, at its discretion, to bring the dispute before the competent court of the country or state where the opposing party is established.

ARTICLE 21: THESE TERMS AND CONDITIONS

These terms and conditions have been filed with the Chamber of Commerce under number 24278749.