1. General
1.1 These terms and conditions shall apply exclusively to all agreements entered into between Kalmeijer and its customers, unless expressly agreed otherwise in writing. 1.2 General purchasing conditions of customers shall not apply.
2. Validity of Offers and Prices
2.1 All offers and stated prices provided by Kalmeijer are non-binding, unless expressly stated otherwise in writing.
3. Formation of Agreements
3.1 An agreement is concluded upon receipt of the delivery order, unless Kalmeijer notifies otherwise in writing within 14 days of receiving the order.
3.2 Notwithstanding paragraph 1, an agreement for the provision of services is concluded—at the rates, prices, and terms customarily applied by us—either in writing or at the moment we commence the provision of such services.
4. Prices
4.1 The prices applied by Kalmeijer are exclusive of VAT, ex works, and stated in euros (€), unless expressly stated otherwise in writing.
5. Delivery Periods
5.1 The agreed delivery period is to be considered as an indication only, unless expressly agreed otherwise in writing. Delivery periods are never strict deadlines; the customer cannot derive any rights from them and is only entitled to take action after having given Kalmeijer formal notice of default. Except where otherwise required by law, Kalmeijer is not liable for exceeding the delivery periods.
6. Delivery
6.1 The risk and cost of transport and insurance shall transfer to the customer at the moment of delivery.
6.2 The moment of delivery is determined by the applicable delivery terms, but shall in no event be later than the moment Kalmeijer, or its carrier, has made the products available to the customer.
7. Retention of Title
7.1 Kalmeijer retains ownership of all delivered products until full payment has been received.
7.2 In the event of non-payment or incomplete payment by the customer, Kalmeijer is entitled to reclaim the delivered products, and the customer is obliged to provide the opportunity for their return.
8. Intellectual Property Rights
8.1 Kalmeijer reserves all rights it holds in the field of intellectual property (including both industrial property rights and copyrights) related to the products and services it delivers.
9. Acceptance and Complaints
9.1 Any complaints regarding delivered products or services must be reported to Kalmeijer in writing no later than 14 days after delivery.
9.2 Defects that could not reasonably have been discovered earlier must be reported to Kalmeijer in writing immediately upon discovery.
9.3 The return of products at Kalmeijer’s expense and risk is only permitted with prior written consent from Kalmeijer.
10. Repairs and Maintenance
10.1 The method of repair and maintenance is determined by Kalmeijer’s technician, in accordance with the instructions of our service department manager. In case of disagreement, the customer must contact Kalmeijer immediately by phone.
10.2 Working hours are calculated based on the technician’s time of arrival and departure at the customer’s location.
10.3 Travel time, travel costs, and mileage expenses — subject to a minimum — are calculated based on the distance between the technician’s base location and the customer’s site. These rates are determined by Kalmeijer.
10.4 The assessment of whether a repair or maintenance service falls under our warranty provisions lies solely and entirely at Kalmeijer’s discretion.
10.5 Complaints regarding the execution of repairs and maintenance must be submitted in writing to Kalmeijer immediately, and no later than 14 days after the service has been carried out.
11. Warranty and Liability
11.1 Kalmeijer guarantees the proper functioning of newly delivered products for a period of 12 months, and of refurbished used products for a period of 6 months, starting from the date of delivery.
11.2 Conveyor belts are never covered by the warranty provisions, unless weaving defects are identified upon delivery.
11.3 Kalmeijer’s warranty obligations become void if the customer makes or has third parties make alterations or repairs to the delivered products, uses them for purposes other than normal business operations, or uses them beyond the normal number of operating hours. Unless otherwise provided by law, Kalmeijer alone will determine whether this applies.
11.4 Except where mandatory legal provisions apply, Kalmeijer is not obligated to provide any compensation for damages.
11.5 Kalmeijer’s liability for defective or faulty functioning of the products and services it provides is at all times limited to the invoice value, unless mandatory legal provisions state otherwise.
12. Payment Terms
12.1 Unless otherwise agreed in writing, the following payment terms apply:
• Amounts up to €10,000 net: payment within 8 days from the invoice date.
• Amounts over €10,000: 50% upon order, 25% two days prior to delivery, and 25% one month after delivery.
12.2 If the agreed payment term(s) are exceeded, the customer is considered to be in default immediately and will owe statutory interest on the outstanding amount from that moment onward. From that point, Kalmeijer is entitled to (partially) suspend its obligations under the agreement.
12.3 In the event of non-payment within the agreed term(s), Kalmeijer reserves the right to terminate the agreement in whole or in part. Until that point, the customer is not only obligated to pay the principal amount but also any costs incurred directly or indirectly by Kalmeijer in collecting the outstanding amounts, including the statutory interest due to Kalmeijer.
13. Non-Attributable Failures (Force Majeure)
13.1 In the event of non-attributable failures, Kalmeijer may suspend its obligations for the duration of such failures. In cases of force majeure, Kalmeijer is not obliged to provide any compensation for damages.
14. Applicable Law
14.1 The relationship between Kalmeijer and its customers—both in the pre-contractual and contractual phases, including any and all resulting disputes of any nature—is governed exclusively by Dutch law, including the provisions on general terms and conditions. The provisions of the Vienna Convention on the International Sale of Goods (CISG) do not apply, nor do any provisions of possible future international regulations, insofar as these are of a non-mandatory nature.
14.2 Any disputes arising from an agreement to which these terms and conditions apply, either in whole or in part, shall—except where mandatory legal provisions state otherwise—fall under the exclusive jurisdiction of the court in The Hague. Kalmeijer reserves the right to summon its customers before the court of their place of business.
Sales and Delivery Terms – Version 6, 01-01-2023