MMEU B.V. (herinafter refered to as Messermeister) is a subsidiary of Solinger Group B.V., all terms and conditions of Solinger Group B.V. are applicable to MMEU B.V.
Solinger Group B.V.
7601 PS Almelo
Phone: +31(0)546 - 818852
Chamber of Commerce (KVK): 82775311
VAT number: NL801634775B01
7601 PS Almelo
Phone:+31 (0) 628 327 504
Chamber of Commerce :86984195
Registered at the Registry of the District Court of Almelo
Unless expressly stated otherwise and/or agreed, these general terms and conditions apply to all offers, agreements, and deliveries of Messermeister with third parties (hereinafter referred to as: the client).
All offers are, unless expressly stated otherwise in the offer, non-binding and can be revoked by Messermeister within two working days after they have been accepted by the client. All offers are based on execution under normal conditions during Messermeister's normal working hours.
Messermeister will only be bound by any additions to the agreement after they have been expressly accepted by them. This express acceptance must be evident from a written confirmation by Messermeister or from the start of Messermeister's execution of the additional order, within ten days after Messermeister has received the said additional order. Agreements with subordinate employees of Messermeister are not binding unless confirmed in writing. In this context, all employees who do not have a power of attorney are considered as subordinates.
The prices quoted by Messermeister are exclusive of VAT and exclusive of the costs charged to the client under the agreement between the parties. This includes, in any case, the costs associated with returns by the client, which are for the account of the client. For special performances, unusual, particularly time-consuming, or demanding activities, Messermeister may charge an additional fee, to be determined fairly. Furthermore, Messermeister will charge the client in advance 2% of the total price as a credit restriction. In case of timely payment in accordance with Article 10 of these conditions, the credit restriction will be canceled, and the amount associated with it may be deducted from the total invoice amount.
Delivery takes place ex-factory, warehouse, or store, as agreed with the client. Delivery times are determined approximately. The delivery time starts from the moment that all data necessary for the execution of the agreement are in the possession of Messermeister The delivery time is determined in the expectation that Messermeister can continue to work as foreseen at the time of the offer, and the necessary items will be delivered to them in a timely manner. Exceeding the delivery time can only lead to compensation if this has been agreed upon in writing. Messermeister is only liable for damages due to late delivery if the client has put Messermeister in default in writing, giving Messermeister a period of at least half of the originally agreed delivery time to still fulfill its obligations. If the goods are not accepted by the client after the delivery period has expired, or if they cannot be delivered by Messermeister, the goods are made available to the client and stored at their expense and risk.
In cases where Messermeister has the client's property, it is entitled to retain those goods to satisfy the costs associated with the repairs carried out by Messermeister on the respective goods, or to fulfill other obligations arising from the legal relationship between Messermeister and the client. Messermeister will not exercise its right of retention if the client has provided sufficient security for the costs and obligations mentioned in this article.
As long as the client has not fully fulfilled all its obligations towards Messermeister, the delivered goods remain the property of Messermeister, and the client bears the risk of loss or damage to the delivered goods from the time of delivery, for whatever reason. Without the knowledge and written approval of Messermeister, the client is not authorized to pledge the delivered goods to third parties for payment or to transfer ownership, and Messermeister remains the owner until the client has fully fulfilled its payment obligations towards Messermeister
Messermeister is only liable for damage to the client's goods provided to them for repair. Messermeister is not liable for such damage if it is the result of extraordinary circumstances for which Messermeister did not need to take appropriate measures due to the nature of the work and the practices prevailing in the industry, and it would be unreasonable to bear the damage. Messermeister is not liable for damage to other goods and properties of the client, to the extent that such damage is not attributable to gross negligence on the part of Messermeister in the performance of the repair order. Liability for gross negligence is limited to the damage that Messermeister is insured for or reasonably should have been insured for, given the prevailing practices in the industry. This means, among other things, that any consequential or business damage, including the client's income loss, for which the client would need to insure themselves if necessary, is not eligible for compensation. Additionally, the damage to be compensated by Messermeister will be reduced if the damage is not in proportion to the price payable by the client.
If the execution of the agreement is hindered by force majeure, the client is obliged to grant Messermeister a reasonable period within which Messermeister, in consultation with the client, will try to adapt the agreement to the changed circumstances so that the execution of the agreement becomes possible again.
Force majeure, for the purpose of this provision, shall mean any circumstance beyond the control of Messermeister, whether permanent or temporary, as well as war, war danger, civil war, riots, and strikes, as well as situations where the execution of the agreement becomes impossible because the goods to be delivered are lost or destroyed without this being attributable to Messermeister
If Messermeister and the client cannot reach an agreement in this regard and the execution of the agreement is permanently impossible as a result, both parties are entitled to terminate the agreement in whole or in part. Messermeister shall only be liable for damage to the goods to be delivered if such damage results from extraordinary circumstances for which Messermeister, considering the nature of the work and the practices prevailing in the industry, did not need to take appropriate measures, and it would be unreasonable to charge Messermeister with the damage.
The above means, among other things, that no compensation will be awarded for any consequential or business-related damages, including the client's loss of income, for which risks the client should, if necessary, insure himself, while furthermore, any damages to be compensated by Messermeister shall be mitigated if the damage is disproportionate to the price payable by the client.
Payment must be made within 30 days after the invoice date. Either in cash at the office of Messermeister or by bank or giro transfer to an account designated by Messermeister
When payment is made within 30 days after the invoice date, the client may deduct the amount related to the credit limitation from the total invoice amount.
In case of non-timely payment, the client will be in default by operation of law, and any payment discounts applicable to him will lapse.
If the client fails to pay what he owes to Messermeister under the agreement, he shall owe statutory interest from the due date. If payment has not been made 14 days after the due date, the above-mentioned interest rate will be increased by 2%. In any case, Messermeister may claim a minimum interest rate of 8%.
If the client fails to pay on time, Messermeister is entitled to proceed with the collection of the amount due, provided that the client has been given written notice by Messermeister to pay within 7 days and such payment has not been made. If Messermeister proceeds with the collection, the extrajudicial costs incurred will be charged to the client. Messermeister is entitled to fix these costs at 15% of the principal sum owed.
In case of non or untimely payment by the client and if the client's financial situation justifies it, solely at the discretion of Messermeister, Messermeister is entitled to suspend the further execution of the agreement(s) until the client has provided satisfactory security for the proper payment and such security has been obtained by Messermeister
The client can no longer invoke a defect in the performance if he has not lodged a written protest with Messermeister within 8 days after he discovered or should have reasonably discovered the defect.
Complaints about invoices must also be submitted in writing within 8 days after receipt of the invoice.
The client loses all rights and powers that he could have relied on based on a defect if he has not complained within the periods mentioned above and/or if he has not given Messermeister the opportunity to rectify the defects.
Full or partial termination of the agreement shall take place by means of a written declaration from the party entitled to do so. Before the client sends a written declaration of termination to Messermeister, he shall first put Messermeister in default in writing at all times and grant Messermeister a reasonable period to still fulfill its obligations or to rectify any shortcomings, which shortcomings must be accurately stated in writing by the client.
The client shall have no right to fully or partially terminate the agreement or to suspend his obligations if he was already in default with the performance of his obligations. If Messermeister agrees to termination without being in default itself, it shall always be entitled to compensation for all damages, such as costs, lost profits, and reasonable costs of establishing damages and liability. In the event of partial termination, the client cannot claim undoing of services already performed by Messermeister, and Messermeister retains the right to payment for services already performed by it.
Dutch law applies to all agreements. All disputes arising from offers and agreements, no matter what they are called, shall be submitted to the judgment of the District Court of Almelo, unless statutory provisions prohibit this.
These conditions have been deposited with the Registry of the District Court of Almelo, under number 51/549/1985.