Terms and conditions
General Terms and Conditions of Sale and Delivery
As applicable to High Tech Maintenance Nederland B.V. (HTM Nederland) and filed with the Chamber of Commerce Oost Nederland in Enschede on December 17, 2012, under file number 6045260452.
Article 1 Definitions
In our General Terms and Conditions of Sale and Delivery (hereinafter: "Conditions") and in an Agreement to which these Conditions apply, the following definitions shall apply:
- HTM: the private limited company High Tech Maintenance Nederland B.V., with its registered office in Hengelo (OV), also trading under the name HTM Nederland, hereinafter referred to as: "HTM";
- Client: any natural or legal person acting in the course of a profession or business who enters into an agreement with HTM or to whom HTM has made an offer or quotation;
- Agreement: any agreement between HTM and Client, including agreements for purchase, delivery, maintenance, assembly, installation, inspection, testing, or other technical services, as well as all legal acts arising therefrom;
- Work: all activities performed or to be performed by HTM, both within and outside the Netherlands, including in any case: technical maintenance, assembly, disassembly, repair, engineering, testing, breakdown service, project supervision, and other services in the mechanical, electrical engineering, or industrial field;
- Products/goods: all goods supplied, assembled, or installed by or on behalf of HTM, regardless of whether they are supplied independently or as part of a work;
- Parties: HTM and Client jointly;
- In writing: all communication by letter, e-mail, or another durable means of communication by which the content of a statement can be recorded.
Article 2 Applicability
2.1 These general terms and conditions apply to and form an integral part of all offers, quotations, agreements, and other legal relationships between HTM and the Client, regardless of the nature of the performance to be rendered by HTM.
2.2 Deviations from these terms and conditions are only valid if explicitly confirmed in writing by HTM. An agreed deviation applies exclusively to the specific agreement for which it was agreed and cannot be invoked in subsequent agreements.
2.3 The general (purchase) terms and conditions or other stipulations used by the Client are expressly rejected, unless otherwise agreed in writing.
2.4 If any provision of these general terms and conditions is declared wholly or partially null and void or voidable, the remaining provisions shall remain in full force and effect. The parties shall then consult to replace the null provision with a provision that aligns as much as possible with the tenor and intention of the original provision.
2.5 HTM is entitled to unilaterally amend or supplement these terms and conditions. The amended terms and conditions are deemed to have been accepted if the Client does not object in writing within fourteen days of their dispatch.
Article 3 Offer
3.1 All offers, quotations, and price indications from HTM are without obligation and serve as an invitation to place an order, unless expressly stated otherwise in writing.
3.2 Offers are based on the information provided to HTM by or on behalf of the Client. The Client guarantees the accuracy and completeness of this information.
3.3 If the offer is dependent on data or circumstances that change or prove to be incorrect after the offer, HTM is entitled to adjust the offer or the price and delivery conditions stated therein.
3.4 Images, technical drawings, designs, diagrams, dimensions, colors, power specifications, samples, and comparable data are only indicative and do not bind HTM, unless otherwise agreed in writing.
3.5 All documents, calculations, software, and designs provided by HTM remain the property of HTM, regardless of whether costs have been charged for them. They may not be copied, disclosed, or made available for inspection to third parties without written permission and must be returned at HTM's first request.
3.6 HTM reserves the right at all times to refuse orders if, in its opinion, their execution cannot reasonably be expected or entails risks to safety, the environment, or technical integrity.
Article 4 Conclusion of the agreement
4.1 An agreement is concluded as soon as HTM has confirmed the order placed by the Client in writing, or has actually commenced the execution of the order.
4.2 Changes to the order are only valid if they have been accepted by HTM in writing. Any additional costs arising from changes or extensions to the order shall be borne entirely by the Client.
4.3 HTM is entitled, before executing the agreement, to demand security for the fulfillment of the Client's payment obligations.
4.4 HTM may outsource the execution of the agreement wholly or partially to third parties, without the Client's permission being required.
4.5 If the agreement is concluded electronically, HTM shall promptly confirm receipt of the order electronically. As long as that confirmation has not been sent, the Client may dissolve the agreement free of charge.
Article 5 Duration and termination of the agreement
5.1 The agreement is in principle entered into for the duration of the assignment or project, unless otherwise agreed in writing.
5.2 Both parties may terminate the agreement in writing in the event of an attributable failure by the other party, provided that the latter has been given written notice of default and a reasonable period for remedy, which has passed unused.
5.3 HTM is entitled to terminate the agreement with immediate effect without being liable for damages if:
i. The Client is declared bankrupt or applies for a moratorium;
ii. Seizure is levied on the Client's goods;
iii. The Client ceases or transfers its business activities;
iv. The Client's creditworthiness is seriously doubted.
5.4 In the event of termination, the Client is obliged to fully compensate HTM for all work already performed, materials supplied, and costs incurred, plus a reasonable compensation for lost profit.
5.5 If there is a maintenance or service agreement of a periodic nature, it is entered into for the duration stated in the agreement.
Unless otherwise agreed in writing, the agreement shall be tacitly extended for one year each time, unless one of the parties terminates it in writing at least three months before the end of the current period.
Article 6 Cancellation of the agreement
6.1 Cancellation by the Client is only possible with prior written consent from HTM.
6.2 In the event of cancellation after an order has been placed, the Client shall owe fixed compensation for damages amounting to 20% of the agreed price, unless HTM demonstrates that its damages are higher.
6.3 If cancellation takes place within five working days prior to the planned commencement of work or delivery, the Client is obliged to pay the full order value.
6.4 Cancellation of custom-made, specially manufactured, or ordered products is never possible.
6.5 Already incurred preparation costs, reservations, and working hours will at all times be fully charged to the Client.
Article 7 Additional and less work
7.1 If, during the execution of the agreement, it appears that the agreement needs to be adjusted or supplemented, or if the Client requests additional work to achieve the desired result, the Client is obliged to compensate for the resulting extra work at the agreed rate. HTM is not obliged to comply with such a request and may require that a supplementary agreement be concluded for this purpose.
7.2 Additional work will only be carried out after consultation and will be calculated based on HTM's applicable rates at the time of execution, unless the parties have agreed otherwise in writing.
7.3 Less work will only lead to a price reduction if HTM agrees to it in writing.
7.4 If, due to changed circumstances or errors in the data provided by the Client, additional work is necessary, this will be considered as additional work.
Article 8 Prices
8.1 All prices are exclusive of VAT, levies, transport, and insurance costs, unless otherwise stated.
8.2 Prices are based on the cost-determining factors applicable at the time of the offer. If these increase after the conclusion of the agreement, for example due to wage, material, or fuel costs, HTM is entitled to pass on these increases.
8.3 If delivery takes place outside the Netherlands, any import duties, taxes, or other levies shall be borne entirely by the Client.
8.4 Offers with composite price quotations do not oblige HTM to perform partially at a proportional part of the price.
Article 9 Payment
9.1 Payment must be made within thirty days of the invoice date to the account number specified by HTM, without any deduction, discount or set-off.
9.2 HTM is entitled to demand an advance payment or payment in installments before commencing the work.
9.3 If HTM has reasonable doubt regarding the Client's creditworthiness, it is entitled to suspend the performance until sufficient security has been provided.
Article 10 Collection Policy
10.1 If the Client has not paid within the agreed payment term, the Client, if acting in the exercise of a profession or business, is legally in default.
If the Client is a consumer, default shall only occur after HTM has sent the consumer a written reminder, granting a period of fourteen days after receipt of that reminder to still fulfill the payment obligation, with a clear statement of the amount due for extrajudicial collection costs in the event of failure to pay on time.
10.2 From the day the Client is in default, they shall owe statutory interest without further notice of default: the statutory commercial interest if it concerns a business Client (Article 6:119a of the Dutch Civil Code), or the statutory interest if it concerns a consumer (Article 6:119 of the Dutch Civil Code).
In addition, the Client shall owe extrajudicial collection costs in accordance with Article 6:96 of the Dutch Civil Code and the Decree on compensation for extrajudicial collection costs (BIK).
10.3 If HTM has incurred higher costs that were reasonably necessary, these costs shall also be borne by the Client. This also applies to judicial and enforcement costs, including the costs of a bailiff and lawyer.
10.4 If the Client is in default, HTM is entitled to suspend its obligations under the agreement or to dissolve the agreement wholly or partially by means of a written declaration, without judicial intervention being required, until full payment has been made or adequate security for payment has been provided.
10.5 Even before default occurs, HTM is entitled to demand sufficient security for payment from the Client if there are legitimate reasons to doubt their creditworthiness.
If the Client refuses to provide the requested security, HTM is entitled to dissolve the agreement wholly or partially without being obliged to pay any compensation.
Article 11 Performance of work
11.1 HTM will execute the agreement to the best of its knowledge, expertise, and ability, in accordance with the requirements imposed on a diligently acting professional in its industry. HTM's obligation is an obligation of effort, unless an obligation of result has been expressly agreed upon in writing.
11.2 The Client is obliged to make all information, data, and documents that HTM deems necessary for the correct execution of the agreement available to HTM in a timely, complete, and desired form. If this data is not provided in a timely or complete manner, HTM has the right to suspend the execution of the agreement and to charge the Client for the resulting costs or delays.
11.3 The Client shall ensure that HTM can timely and free of charge access the following at the place of execution:
i. Safe access to the work area and to the installation(s) on which work is to be performed;
ii. Sufficient workspace, connections for electricity, gas, water, and other necessary facilities;
iii. The required permits, approvals, and safety documents in accordance with the Working Conditions Act and other applicable regulations;
iv. Adequate security of the premises and supervision of HTM's goods and tools.
11.4 If HTM performs work on location, the Client is obliged to ensure a safe working environment. Any damage or delay resulting from unsafe or defective conditions shall be borne entirely by the Client.
The Client is also responsible for compliance with all applicable environmental and safety regulations applicable to the work site.
11.6 HTM has the right to interrupt or suspend the performance of the work if circumstances arise that pose a danger to persons or property, or if the Client fails to fulfill its obligations under this article.
11.7 If the execution of the agreement is delayed due to circumstances beyond HTM's control, including the untimely availability of parts, unclear instructions, insufficient preparation by the Client, or stagnation at suppliers, the agreed term will be automatically extended, and any resulting costs will be borne by the Client.
11.8 HTM is entitled to engage third parties in the execution of the agreement. The selection of these third parties will be made with due care. HTM is only liable for shortcomings of these third parties if and insofar as these are the result of intent or gross negligence on the part of HTM itself.
Article 12 Delay, suspension and force majeure
12.1 If HTM is unable to fulfill its obligations, wholly or partially, due to force majeure, these obligations shall be suspended until execution is again possible, without the Client being entitled to compensation for damages.
12.2 Force majeure is understood to mean any circumstance independent of HTM's will that temporarily or permanently prevents the fulfillment of the agreement. This includes, but is not limited to: natural disasters, fire, flooding, war, strikes, work stoppages, epidemics, personnel shortages, transport problems, cyber disruptions, energy disruptions, government measures, supplier failures, delays by third parties, and defects in machinery or installations.
12.3 If the force majeure situation lasts longer than three months, each party is entitled to terminate the agreement in writing for the part not yet performed. Work already performed will be settled proportionally, without the parties owing each other anything further.
12.4 If the delay or hindrance is due to circumstances on the part of the Client, such as non-compliance with obligations or untimely cooperation, the resulting damage and costs shall be borne entirely by the Client.
Article 13 (Completion and) Delivery
13.1 Delivery of goods takes place at the moment HTM makes them available to the Client, either ex works or at the agreed location.
13.2 The agreed delivery terms are always indicative. Any exceeding of the term does not entitle the Client to dissolve the agreement or claim damages, unless the parties have expressly agreed otherwise in writing.
13.3 The work is considered completed when:
i. The Client has signed the service report or completion document;
ii. The work or installation has been put into use by the Client;
iii. HTM has informed in writing that the work has been completed and the Client has not responded in writing within one week;
iv. Any minor defects that can be rectified within a reasonable period do not prevent commissioning.
13.4 After delivery or actual commissioning, the risk of loss, damage or depreciation transfers to the Client, regardless of whether ownership has already been transferred.
13.5 If delivery or completion is delayed due to the Client's actions, the goods will be stored at their expense and risk, and any additional costs (such as storage, insurance or transport) will be charged separately.
13.6 All replaced parts, residual materials and removed components during the execution of the work become the property of HTM, unless the parties have agreed otherwise in writing in advance.
If the Client wishes old parts to be returned, they must notify this in writing prior to the work.
Article 14 Warranty and service
14.1 HTM guarantees the soundness of the goods it delivers and the work it performs for a period of twelve months after delivery or completion, unless otherwise agreed in writing.
14.2 The warranty exclusively covers the free repair or replacement of parts that are demonstrably defective due to a material or construction fault attributable to HTM.
14.3 Repair work is preferably carried out in HTM's workshop. If on-site repair is necessary, travel and accommodation costs may be charged to the Client.
14.4 The warranty does not apply to defects resulting from:
i. Improper use or insufficient maintenance;
ii. Normal wear and tear;
iii. Modifications or repairs by third parties without HTM's permission;
iv. The use of unsuitable materials or parts not supplied by HTM;
v. Unforeseen external influences such as power surges, moisture, pollution or overload.
14.5 For parts or products that HTM sources from third parties, only the factory warranty provided by that supplier applies.
14.6 Replacement of parts or repair work does not lead to an extension of the original warranty period.
Article 15 Liability and limitation of damages
15.1 HTM is only liable for damage that is a direct and exclusive consequence of HTM's or its management's intent or deliberate recklessness.
15.2 HTM's liability is in all cases limited to the amount paid out by its liability insurance in the relevant case. If no insurance payout occurs, liability is limited to the invoice amount of the relevant order, with a maximum of € 50,000 per claim.
15.3 HTM is never liable for indirect damage or consequential damage, including but not limited to: business damage, loss of production, loss of profit, delay damage, damage to third parties, fines, environmental damage or loss of data.
15.4 The Client is obliged to indemnify HTM against all claims from third parties related to the execution of the agreement, unless there is intent or gross negligence on the part of HTM.
15.5 The limitations included in this article lapse if and insofar as the damage is a direct consequence of HTM's intent or deliberate recklessness.
Article 16 Retention of title and transfer of ownership
16.1 All goods delivered by HTM remain the property of HTM until the Client has fully met all its payment obligations, including claims due to failure to comply with obligations arising from this or previous agreements.
16.2 As long as ownership has not yet transferred, the Client is not authorized to alienate, pledge or encumber the goods in any way and is obliged to grant HTM access to the location where the goods are located upon first request.
16.3 The Client is obliged to properly store, separately identify and insure the goods delivered under retention of title against damage, theft and loss.
16.4 If the Client fails to meet its obligations, HTM is entitled to take back the goods delivered under retention of title. All costs associated with this will be borne by the Client.
Article 17 Right of retention
17.1 HTM has the right to suspend the delivery of goods it holds for the Client until all HTM's due claims against the Client, regardless of their nature, have been fully paid.
17.2 If the Client does not pay within the term set by HTM, HTM is entitled to sell the goods or otherwise convert them into cash, offsetting the proceeds against the outstanding claims.
Article 18 Confidentiality
18.1 Parties are obliged to maintain confidentiality of all confidential information they obtain from each other within the framework of the agreement. Information is considered confidential if its nature indicates this or if it has been designated as such by one of the parties.
18.2 Confidential information may only be used for the execution of the agreement and may not be provided to third parties or disclosed in any way without prior written consent from HTM.
18.3 The confidentiality obligation does not apply to information that:
i. Was already publicly known at the time of disclosure;
ii. Was legitimately obtained from a third party without a confidentiality obligation; or
iii. Must be provided pursuant to a legal obligation or court order.
18.4 The confidentiality obligation remains in force after the termination of the agreement.
18.5 In case of violation of this article, the Client shall owe, without any notice of default being required, an immediately payable penalty of €25,000 per violation, plus €1,000 for each day the violation continues, without prejudice to HTM's right to full compensation for damages.
Article 19 Intellectual property rights
19.1 All intellectual property rights to designs, drawings, calculations, software, manuals, reports, technical documentation, prototypes and other documents developed or provided by HTM rest exclusively with HTM or its licensors, regardless of whether these have been made available to the Client.
19.2 The Client obtains a non-exclusive, non-transferable right of use for the works mentioned in the previous paragraph, solely for the purpose for which they were provided to him.
19.3 Without prior written permission from HTM, the Client is not permitted to:
reproduce, publish, adapt or provide to third parties, in whole or in part, the documents or data carriers provided by HTM.
19.4 If the Client acts contrary to this article, they forfeit to HTM an immediately payable penalty of €25,000 per violation, plus €1,000 per day that the violation continues, without prejudice to HTM's right to full compensation for damages.
19.5 If third-party intellectual property (such as software licenses or drawings) is used in the execution of the order, the Client is obliged to respect the applicable license terms.
19.6 The Client indemnifies HTM against claims from third parties due to infringement of intellectual property rights resulting from materials, designs, specifications or data provided by the Client.
Article 20 Complaints and dispute resolution
20.1 Complaints about delivered products or performed work must be reported to HTM in writing and with reasons within fourteen days of discovery at the latest.
20.2 A complaint does not suspend the Client's payment obligation.
20.3 If the complaint is justified, HTM will, at its discretion, proceed to repair, replace or compensate a proportional part of the price.
20.4 If the parties do not reach a solution within a reasonable period, the dispute will be handled in accordance with article 21 of these terms and conditions.
Article 21 Processing of personal data
21.1 Insofar as HTM processes personal data from or on behalf of the Client within the framework of the execution of the agreement, this processing will be carried out in a proper, careful and transparent manner in accordance with the General Data Protection Regulation (GDPR) and the laws and regulations based thereon.
21.2 HTM processes personal data only to the extent necessary for:
i. The establishment and execution of the agreement;
ii. Maintaining the relationship with the Client;
iii. Compliance with legal obligations (such as fiscal retention obligations).
21.3 HTM takes appropriate technical and organizational measures to protect personal data against loss, misuse, unauthorized access or any other form of
unlawful processing, taking into account the state of the art and the nature of the processing.
21.5 HTM is entitled to engage third parties for the processing of personal data.
Article 22 Applicable law and competent court
22.1 All legal relationships between HTM and the Client are exclusively governed by Dutch law.
22.2 Disputes that are not resolved amicably will be submitted to the competent court of the District Court of Overijssel.
22.3 The Vienna Sales Convention (CISG, 1980) is expressly not applicable.
Article 23 Validity and applicability
23.1 These general terms and conditions were established on 1 November 2025.
23.2 By signing the offer, order confirmation or agreement, the Client declares to have received a copy of these terms and conditions, to have taken note of their content and to agree to their applicability.
23.3 Upon request, these terms and conditions will be sent free of charge and can also be consulted via the HTM website.
High Tech Maintenance Nederland B.V.
Hengelo, June 2025