Purpose and status

These General Terms and Conditions govern business-to-business quotations, orders, sales and supplies by IDECEU B.V. They are intended to form part of each agreement when provided to the Customer before or at the time the agreement is concluded.

1. Definitions and interpretation

“IDECEU” means IDECEU B.V. “Customer” means the business entity purchasing goods or related services from IDECEU. “Agreement” means the accepted quotation, written order confirmation or other written contract between IDECEU and the Customer, together with these Terms. “Goods” includes fabricated steel products, industrial pipe-support systems, components and related documentation supplied by IDECEU.

References to “in writing” include email. “Incoterms” means the Incoterms® 2020 rules published by the International Chamber of Commerce. Headings are for convenience only.

2. Application and order of precedence

These Terms apply to all quotations, offers, order confirmations, Agreements and deliveries by IDECEU to business customers. Any terms of the Customer are rejected unless IDECEU expressly accepts them in writing.

If documents conflict, the following order applies: (a) a separately signed Agreement; (b) IDECEU’s written order confirmation; (c) IDECEU’s quotation; and (d) these Terms. A deviation applies only to the relevant Agreement.

3. Quotations, orders and changes

A quotation is non-binding unless it expressly states otherwise and remains valid for the period stated in it. An Agreement becomes binding upon the earliest of: (a) IDECEU’s receipt of the Customer’s purchase order; (b) IDECEU’s issue of an order confirmation or pro forma invoice in response to the Customer’s order or request; or (c) IDECEU beginning performance.

Once IDECEU has received the Customer’s purchase order or issued the relevant pro forma invoice, the order is firm, irrevocable and non-cancellable. The Customer remains liable for the entire agreed order value even if it subsequently cancels, reduces, postpones or refuses the order or delivery. Upon any attempted cancellation, reduction or refusal, the entire unpaid balance becomes immediately due and payable, without prejudice to IDECEU’s right to recover any additional reasonable storage, transport, collection or enforcement costs.

The Customer is responsible for the accuracy and completeness of specifications, quantities, drawings, site information and other inputs supplied by or on behalf of the Customer. Changes requested after the Agreement becomes binding may affect price, delivery schedule and other conditions and require IDECEU’s written acceptance.

4. Goods, subcontracting and documentation

IDECEU may engage qualified manufacturers, subcontractors, carriers and service providers inside or outside the European Union to perform the Agreement, while remaining responsible to the Customer for the agreed supply.

Minor deviations that do not materially impair the intended use of the Goods are permitted. Certificates, inspection records, drawings or other documentation are supplied only to the extent stated in the Agreement.

5. Prices, taxes and additional costs

Prices are in euros and exclusive of VAT and other taxes unless stated otherwise. Freight, insurance, customs duties, import VAT, inspection, storage and other project costs are allocated as stated in the Agreement and the agreed Incoterm.

If, after quotation, costs outside IDECEU’s reasonable control materially increase—including raw-material, energy, freight, duty or regulatory costs—IDECEU may propose a reasonable price or schedule adjustment. No adjustment is binding without written agreement, except where the Agreement expressly provides otherwise.

6. Invoicing and payment

Unless otherwise agreed in writing, invoices are payable in euros within 30 calendar days of the invoice date, without deduction, set-off, counterclaim or suspension. The Customer must pay only to the bank account stated on the invoice or subsequently notified through an authenticated written instruction.

If payment is late, the Customer owes the applicable statutory commercial interest from the due date and reasonable extrajudicial collection costs, without prejudice to IDECEU’s other rights. IDECEU may require advance payment, milestone payment or other security where reasonably justified by credit risk or project requirements.

7. Assignment, pledge and factoring

IDECEU may assign or pledge any present or future receivable arising from an Agreement, including to a factoring company, bank, credit insurer or other finance provider, without further consent from the Customer. The Customer shall reasonably cooperate with notices, acknowledgements or payment instructions required for that financing.

After the Customer receives notice of assignment or a valid payment instruction, payment must be made to the account designated in that notice. Payment to another account does not discharge the Customer to the extent permitted by law. The Customer shall promptly inform IDECEU of any contractual or legal restriction that may affect assignment of a receivable before placing an order.

8. Delivery, schedules and partial delivery

The delivery term and named place are those stated in the Agreement. If no Incoterm is stated, delivery is DAP at the Customer’s delivery address (Incoterms 2020), excluding unloading. Risk transfers in accordance with the agreed Incoterm.

Delivery dates are estimates unless expressly confirmed as fixed in writing. A delay does not automatically place IDECEU in default. Before exercising any remedy for delay, the Customer must give IDECEU written notice and a reasonable additional period in which to perform, unless such notice is not required under mandatory law. IDECEU may make partial deliveries and invoice them separately. The Customer must provide timely access, unloading facilities, instructions and cooperation. Costs caused by the Customer’s delay, refusal or inability to take delivery may be charged to the Customer.

9. Inspection, acceptance and complaints

The Customer must inspect the Goods promptly after delivery. Visible shortages, transport damage or non-conformities must be recorded on the delivery document and notified to IDECEU in writing within five business days. Hidden defects must be notified promptly and no later than ten business days after discovery, with reasonable evidence and the relevant order and item details.

Any warranty or defect claim must identify the affected Goods, the relevant purchase order and invoice, the delivery date and the nature of the alleged defect, and must include photographs, inspection reports or other reasonably available evidence. Goods may not be returned without IDECEU’s prior written authorisation.

Failure to notify within these periods does not waive rights that cannot lawfully be waived, but the Customer remains responsible for any additional loss caused by delayed notice. Use, processing or installation of Goods known to be non-conforming constitutes acceptance of that condition unless necessary to prevent further damage.

10. Warranty and remedies

IDECEU warrants that, at delivery, the Goods materially conform to the agreed written specification and are free from material defects in workmanship. Unless a different period is agreed, the warranty period is twelve months from delivery.

IDECEU’s obligation is, at its option and within a reasonable period, to repair, replace or credit the affected Goods. The warranty excludes ordinary wear, corrosion outside the agreed specification, improper storage or installation, misuse, unauthorised modification, Customer-supplied design errors and conditions outside the agreed operating parameters. The Customer must allow IDECEU a reasonable opportunity to inspect and remedy.

11. Retention of title

Title to the Goods remains with IDECEU until all amounts due under the relevant Agreement have been paid in full. Until title passes, the Customer must identify and safeguard the Goods, keep them adequately insured and not pledge or grant security over them.

The Customer shall immediately notify IDECEU if any third party attempts to seize, attach, pledge or otherwise claim rights over Goods that remain subject to IDECEU’s retention of title. Where reasonably possible, the Customer shall keep such Goods identifiable and separate from other goods until payment has been made in full.

If payment is overdue or the Customer becomes insolvent, IDECEU may, to the extent permitted by law, enter premises where the Goods are reasonably believed to be located and recover them. The Customer shall cooperate. Risk remains governed by clause 8 and is not postponed by retention of title.

12. Customer responsibilities and compliance

The Customer is responsible for site conditions, permits, safe unloading, installation unless included in the Agreement, and the suitability of Customer-provided designs and instructions. Each party shall comply with applicable laws relating to trade controls, sanctions, anti-bribery, health and safety, and environmental protection.

The Customer shall not require IDECEU to perform an act that would breach applicable law. IDECEU may suspend performance if a compliance concern cannot reasonably be resolved.

13. Force majeure

Neither party is liable for delay or failure caused by circumstances beyond its reasonable control, including natural disaster, war, civil disturbance, epidemic, government action, sanctions, cyberattack, fire, labour disruption, utility failure, port congestion, carrier disruption or material supply interruption. Payment obligations for Goods already delivered are not excused.

The affected party shall notify the other party and use reasonable efforts to mitigate the effects. The schedule is extended for the duration and reasonable recovery period. If force majeure continues for more than sixty days and materially prevents performance, either party may terminate the affected undelivered part by written notice without liability for that termination.

14. Liability

IDECEU is liable only for direct loss that is reasonably foreseeable and proven to have resulted from IDECEU’s attributable breach. To the fullest extent permitted by law, IDECEU is not liable for indirect or consequential loss, loss of profit, revenue, production, opportunity, contracts or goodwill, or for business interruption.

IDECEU’s aggregate liability arising from an Agreement is limited to the net invoice value of the part of the Goods giving rise to the claim or, if higher, the amount actually paid under IDECEU’s applicable liability insurance. These limitations do not apply to liability that cannot lawfully be limited or excluded, or to loss caused by IDECEU’s wilful misconduct or deliberate recklessness.

15. Suspension and termination

IDECEU may suspend performance or require adequate security if the Customer is overdue, exceeds an agreed credit limit, or there are reasonable grounds to doubt timely payment. IDECEU may terminate the affected Agreement by written notice if a material breach is not remedied within a reasonable period stated in a notice.

IDECEU may terminate immediately if the Customer becomes insolvent, enters liquidation, applies for a moratorium or analogous proceeding, or ceases business, to the extent permitted by applicable law. Amounts already due and reasonable costs incurred for work, materials and commitments remain payable.

16. Intellectual property and confidentiality

Each party retains ownership of its pre-existing intellectual property. Unless expressly transferred in writing, IDECEU and its licensors retain rights in production methods, calculations, drawings, models and technical documents. The Customer may use supplied documentation only to operate, install or maintain the Goods for the agreed project.

Each party shall protect confidential commercial and technical information received from the other and use it only for the Agreement. This obligation does not apply to information that is public through no breach, already lawfully known, independently developed or required to be disclosed by law or a competent authority.

17. Personal data

Each party acts as an independent controller for business contact data it processes in connection with the Agreement and shall comply with applicable data-protection law. Personal data shall be used only for contract administration, delivery, compliance, credit management and legitimate business communications.

18. Notices and electronic communication

Operational notices may be sent by email to the usual project contacts. Notices of termination, assignment, payment-account change or legal claim must be sent to the registered office or an expressly designated email address and must contain enough information to verify authenticity. A party may request reasonable verification of a payment-account change.

19. Governing law and disputes

The Agreement and these Terms are governed by Dutch law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

The parties shall first attempt in good faith to resolve a dispute through management discussions. If unresolved, the courts of Amsterdam, the Netherlands, have exclusive jurisdiction, without limiting IDECEU’s right to seek interim relief or bring a payment claim before another court that has mandatory jurisdiction.

20. Final provisions

If any provision is invalid or unenforceable, the remaining provisions remain effective. The parties shall replace the affected provision with a valid provision that most closely reflects its commercial purpose. No failure or delay in exercising a right is a waiver.

IDECEU may update these Terms for future Agreements. The version supplied to the Customer before or when an Agreement is concluded applies to that Agreement. An English version prevails unless the parties expressly agree otherwise in writing.