General terms and conditions

General terms and conditions of Procasting B.V., Sint Antoniusplein 6, 6129 EW Urmond, hereinafter referred to as: Procasting

General:
1.1
Unless agreed otherwise in writing, the terms and conditions stated below apply to all offers, price lists and other agreements with PROCASTING, which has its registered office in Urmond, hereinafter referred to as PROCASTING.

1.2
Insofar as parts of these general terms and conditions deviate from mandatory provisions of the Civil Code, the provisions of the Civil Code shall apply.

1.3
PROCASTING is a gold and silversmith company. As such, PROCASTING is, among other things, engaged in the design, manufacture and repair of objects, usually, but not exclusively, of precious metal for the business market.

1.4
These general terms and conditions aim to create clarity between the parties with regard to the conditions under which the agreement between the parties is concluded, as well as under which conditions the further implementation of the agreement takes place.

The formation of the agreement:

2.1
The agreement between PROCASTING and a business client is established by means of offer and acceptance. Information in catalogues, images and drawings, as well as general size and weight specifications or other informative expressions of PROCASTING, cannot be regarded as an offer, but only as an invitation from PROCASTING to the client to make an offer.

2.2
The date of the conclusion of the agreement shall be the day of sending the confirmation. An invoice or packing slip sent by PROCASTING is also regarded as a confirmation with regard to the service agreement that includes the activities or items described on the invoice or packing slip.

2.3
Agreements with or notifications from subordinate employees of PROCASTING do not bind the latter, insofar as they have not been confirmed by it in writing. In this context, subordinate employees can be regarded as all employees who, according to the trade register, do not have power of attorney.

Determining the price:

3.1
The prices agreed between PROCASTING and the client are target prices and or from prices, as a large part of the services provided are unique and cannot be expressed in unit prices in that capacity

3.2
The agreed target and or from prices are based on haberdashery and material prices, wage costs and other price-determining operating costs.

3.3
The price agreed between PROCASTING and the client cannot be deviated from unilaterally, unless the parties have expressly agreed that this is the case. This may be the case if it has been agreed that the price depends on variable factors such as labour, the price of raw materials or other factors. Where appropriate, the client is entitled to dissolve the agreement if PROCASTING has not yet incurred any costs.

Payment obligations:

4.1
Payment must be made within 14 days of the invoice date. Payment must always be made without discount or settlement. However, PROCASTING reserves the right, if it deems this desirable, to deliver to certain clients only with due observance of a shorter term of payment or cash on delivery. If any client fails to meet its payment obligation, PROCASTING has a right of retention with regard to the repaired items. This right of retention lapses immediately as soon as the client has paid the costs of the repairs as well as any interest and costs referred to in the following article.

4.2
Discounts for cash or early payment are not granted.
If the client does not pay within the agreed term, he is legally in default. In this case, PROCASTING has the right to suspend compliance, as described in Article 4.1. PROCASTING can also, without notice of default, charge the client statutory interest on the amount due. The client also owes PROCASTING the extrajudicial and judicial costs in connection with the collection of its claim from the day it is in default.

4.5
PROCASTING is also entitled to charge the client for the costs of storage of the item to which the exercise of the right of retention relates. PROCASTING must invoice the client in the interim in this respect. If the costs of the repair, together with the interest and costs referred to in Article 4.3, as well as the costs of storage of the item are equal to or higher than the value of the item, PROCASTING is, in order to prevent unreasonably high damage to himself or the consumer, entitled and obliged to sell the good, all this with due observance of Section 6:248 of the Dutch Civil Code.

Intellectual Property:

5.1
The designs, drawings, calculations, descriptions, models and other performances supplied and eligible for this, produced or provided by PROCASTING, remain the intellectual property of PROCASTING, regardless of whether costs have been charged for them. Reproduction or publication of the aforementioned items or goods is not permitted without the prior permission of PROCASTING.

Delivery Obligations:

6.1
Delivery by PROCASTING takes place when the item is placed in the possession of the client or the item is placed in the power of the client.

6.2
Delivery should take place at the time agreed upon by the parties.

6.3
If delivery does not take place at the agreed time, the client must give PROCASTING notice of default and set it a reasonable term for compliance.

6.4
If PROCASTING is unable to deliver within this reasonable period, it will be in default, unless the delay in delivery cannot be attributed to it, or delivery is already permanently impossible.

6.5
PROCASTING is not in default if the non-compliance with its delivery obligation is caused by the fact that the client does not or does not timely comply with any obligation arising from the agreement or cooperation required from it with regard to the implementation of the agreement. .

Risk and Transfer of Title, Retention of Title:

7.1
Setting or repairing certain sensitive items carries the risk that the item supplied by the client will be damaged and become unusable as a result of the damage. Because the risk in reasonableness and fairness cannot be borne by PROCASTING, an assignment can only be accepted under the express condition that the client does not hold or consider PROCASTING liable in the event of damage to and/or becoming unusable of the item.

PROCASTING will in those cases, in which it cannot reasonably be expected from its client that the client should be aware of the specific risks given its own professional background, PROCASTING will not fail to first verbally explain the risk described above to the client. prior to providing services.

7.2
Procasting will make every effort to behave as a good custodian when giving a good for safekeeping. Damage or loss of the item as a result of situations that can be qualified as force majeure situations cannot be borne by PROCASTING. Force majeure situations include: burglary, robbery, disappearance during shipment.

7.3
The repaired goods and goods to be delivered will be insured by PROCASTING against damage during transport. On request, PROCASTING will provide information regarding the insurance conditions. The other party is liable for all damage that occurs during the transport of the goods, including but not limited to fire and water damage, theft and embezzlement insofar as this is not covered by PROCASTING's insurance. PROCASTING's liability with regard to loss or damage to the goods is expressly limited to the amount paid out by PROCASTING's insurer. Any claim of the client against PROCASTING in respect of said damage is only due and payable if PROCASTING has received payment from the insurer.

7.4
If PROCASTING provides services, such as solicited or unsolicited advice, the following applies with regard to liability: when advice is given by or on behalf of PROCASTING, no liability can be accepted for this. The client indemnifies PROCASTING against all claims that third parties may bring against PROCASTING in connection with this advice. PROCASTING also accepts no liability for not giving advice in which the client believes that advice should have been given.

Complaints, defects and warranty:

8.1
The client is obliged upon receipt of the repaired or delivered item to check whether the item meets the requirements arising from the agreement. If the client is of the opinion that the delivered goods are not satisfactory, he must inform PROCASTING of this immediately after delivery, but no later than 5 working days after the actual transfer of the item has taken place.

8.2
Since repairs usually concern worn items, warranty can only be granted on the repaired part. When accepting goods from consumers, the client must itself check to what extent a guarantee can be provided. If the client requests advice regarding wear and tear of a certain item, a quotation will be given for a complete overhaul if possible. If this may not be carried out, PROCASTING does not accept any warranty claim regarding the partially repaired item.

8.3
In the event of a complaint, the case of an alleged warranty or notice of default, PROCASTING must at all times receive the original repair order from the client and it must also be given the opportunity to properly correct the complaint. otherwise they accept no liability for any damage whatsoever.

8.4
The client must give PROCASTING a written notice to repair the item if it wishes that repair to take place. If PROCASTING does not repair the item within 14 working days, the client is entitled to have a third party repair the item and to recover the costs thereof from PROCASTING.

8.5
If the stated terms are exceeded, any claim of the client against PROCASTING with regard to the defects in question will lapse.

8.6
PROCASTING guarantees the soundness of the service provided and the quality of the material used for it for a period of 6 months after delivery, with due observance of the provisions of Article 8.1 up to and including Article 8.3.

8.7
The guarantee does not in any case include defects that occur in or are wholly or partly the result of:

the non-compliance by the owner or user with instructions for use and maintenance or use other than foreseen normal use;
normal wear and tear;
treatment and/or processing and/or repair by third parties, including the client;
the application of any government regulation regarding the nature or quality of the materials used;
materials or items provided by the client to PROCASTING for treatment and/or processing, including stones provided for setting;
materials, items, working methods and constructions, insofar as applied on the explicit instruction of the client, as well as materials and items supplied by or on behalf of the client.

8.8
If the client proceeds or arranges for disassembly, repair or other work with regard to the delivered item to be carried out without the prior written approval of PROCASTING, any claim under the guarantee will lapse.

8.9
Without prejudice to its further rights, PROCASTING has the right, if it is prevented from executing the agreement or from executing it in a timely manner due to force majeure, to suspend the execution of the agreement or to cancel the agreement in whole or in part. to dissolve a written statement, at the discretion of PROCASTING without being obliged to pay any compensation or otherwise. This does not affect the obligation of the client to pay for what has already been delivered and the costs already incurred.

In this context, force majeure is understood to mean any circumstance beyond the will of PROCASTING, as a result of which PROCASTING can no longer reasonably be expected to comply with the agreement or to comply with it on time, including in any case fire and/or malfunction in the energy supply in the company of PROCASTING, transport difficulties, strike, lockout of workers, riot, war, revolution, danger of war and further all other conceivable circumstances in which PROCASTING cannot be expected in all reasonableness and fairness to execute its agreements or within the usual terms performs.

Choice of forum and choice of law:

9.1
Parties agree that with regard to the settlement of disputes, in addition to the competent court according to the law, the competent court in the canton or district in which PROCASTING is located will also have jurisdiction.

9.2
Parties agree that all agreements to which these general terms and conditions apply are governed by Dutch law.