General Terms and Conditions of Sale and Delivery – NedForm B.V.
Version 4.5 – International (2026)
Registered office: Koperslager 4, 6422 PR Heerlen, The Netherlands
CoC 14085324 · VAT NL814605941B01 · EORI NL814605941

Customers in the Netherlands: the Dutch version (Nederlandse Markt) applies. Customers in Germany: the German version (Deutschland) applies. Switch the website language to view these versions.

1. Definitions

In these Terms, the following definitions apply:

• “NedForm”: NedForm B.V., Heerlen (NL), supplier of products and services.
• “Customer”: any business entity purchasing products and/or services from NedForm.
• “Order”: any purchase order placed by the Customer and confirmed in writing by NedForm.
• “Products”: all goods supplied by NedForm.
• “Services”: all work or performance delivered by NedForm.
• “Agreement”: any contractual relationship between NedForm and the Customer.

2. Orders

2.1 Orders must be submitted in writing (email, digital system, or other written means).
2.2 An Order becomes binding only after written confirmation by NedForm.
2.3 Once confirmed, an Order is final and may not be cancelled, modified, or postponed without NedForm’s written approval.
2.4 NedForm is not liable for errors or omissions in information provided by the Customer.
2.5 Changes to specifications are only valid if NedForm has approved them in advance and in writing.
2.6 The Customer may not transfer rights or obligations under the Agreement without NedForm’s written consent.

3. Intellectual Property

3.1 All intellectual property rights relating to Products, Services, documentation, processes, and techniques remain the property of NedForm or its licensors.
3.2 The Customer may not remove or alter any trademarks, copyright notices, or other proprietary markings.

4. Prices and Payment Terms

4.1 All prices are net, exclusive of VAT, transport, packaging, insurance, duties, and other charges.
4.2 Invoices must be paid within 30 days from the invoice date, without deduction or set-off.
4.3 NedForm may suspend deliveries or require advance payment if:

• the Customer fails to pay on time,
• the Customer’s creditworthiness deteriorates,
• previous invoices remain unpaid.

4.4 Products remain the property of NedForm until all amounts have been paid in full (see Article 5).
4.5 Late payments are subject to statutory commercial interest applicable in the Customer’s jurisdiction.
4.6 All collection costs, including legal and administrative costs, are payable by the Customer, with a minimum charge of EUR 50 per invoice.
4.7 In the event of bankruptcy, seizure, or insolvency proceedings, all outstanding claims become immediately due.

5. Retention of Title

5.1 All delivered Products remain the property of NedForm until the Customer has fulfilled all payment obligations in full.
5.2 The retention of title also applies to processed, combined, or transformed Products.
5.3 Claims arising from resale are automatically assigned to NedForm.
5.4 The Customer may not pledge or otherwise encumber Products subject to retention of title.
5.5 The Customer must inform NedForm immediately of any third-party claims or attachments.

6. Delivery and Transport

6.1 Delivery takes place EXW NedForm Heerlen (Incoterms 2020) unless otherwise agreed in writing.
6.2 The risk of loss or damage passes to the Customer once the Products are handed over to the carrier or made available for collection.
6.3 If the Customer fails to take delivery on time, NedForm may charge storage and additional transport costs.

7. Delivery Times

7.1 Delivery times are indicative and non-binding unless expressly agreed otherwise in writing.
7.2 Delays do not entitle the Customer to compensation, cancellation, or suspension of obligations.
7.3 The Customer must provide all necessary information in a timely manner to enable delivery.

8. Inspection and Complaints

8.1 The Customer must inspect the Products immediately upon receipt.
8.2 Visible defects must be reported in writing within 3 working days.
8.3 Hidden defects must be reported within 15 working days after discovery, and no later than 30 days after delivery.
8.4 Complaints after processing, installation, or resale of the Products are invalid.
8.5 Failure to submit a timely complaint constitutes unconditional acceptance of the Products.
8.6 Filing a complaint does not suspend the Customer’s payment obligations.

9. Warranty and Liability

9.1 NedForm warrants that the Products comply with the agreed specifications at the time of delivery.
9.2 Warranty period: 1 month from delivery, unless otherwise agreed.
9.3 NedForm will determine whether repair, replacement, or refund is appropriate.
9.4 Warranty does not apply in cases of:

• improper use,
• incorrect storage,
• use after expiry date,
• modifications by the Customer or third parties,
• normal wear and tear.

9.5 NedForm is not responsible for the suitability of Products for specific applications; the Customer must perform its own tests.
9.6 NedForm is liable only for direct damage caused by intent or gross negligence.
9.7 Liability is limited to the net invoice value of the relevant delivery.
9.8 Indirect or consequential damages (loss of profit, production downtime, business interruption) are excluded.
9.9 The Customer shall indemnify NedForm against all third-party claims arising from the use of the Products.

10. Returns

10.1 Returns are only accepted with NedForm’s prior written consent.
10.2 Returns must be made within 14 days, in original condition and packaging.
10.3 Custom-made or customer-specific Products cannot be returned.
10.4 All return costs and risks are borne by the Customer.

11. Force Majeure

11.1 NedForm is not liable for failure to perform due to force majeure.
11.2 Examples include natural disasters, war, terrorism, pandemics, transport disruptions, raw material shortages, government measures, and strikes.
11.3 If the force majeure situation lasts longer than 60 days, either party may terminate the Agreement without compensation.

12. Personal Data

12.1 NedForm processes personal data in accordance with the GDPR.
12.2 Data subjects have the right to access, correct, and request deletion of their personal data.

13. Anti-Corruption

The Customer must comply with all applicable anti-corruption laws, including EU, UK, and US regulations.

14. Confidentiality

Both parties must keep all confidential information strictly confidential, even after termination of the Agreement.

15. Governing Law and Jurisdiction

15.1 All Agreements are governed by Dutch law, unless mandatory local law requires otherwise.
15.2 Disputes shall be submitted to the competent court in Limburg, The Netherlands, unless NedForm chooses another competent jurisdiction.

16. Final Provisions

16.1 If any provision is invalid, the remaining provisions remain in full force.
16.2 NedForm may amend these Terms at any time; amendments take effect upon notification to the Customer.