Frisian Motors uses the Fedecom terms and conditions.
Fedecom Conditions 2025
General terms and conditions issued by Fedecom (trade association for mechanization technology), filed at the registry of the Central Netherlands District Court on March 1, 2025.
Article 1: Applicability
1.1. The Fedecom member using these terms and conditions shall be referred to as Contractor. The other party shall be referred to as client.
1.2. These conditions shall apply to all offers made by a Fedecom member, to all agreements concluded by him and to all agreements resulting therefrom, all insofar as the Fedecom member, is a contractor.
1.3. In case of conflict between any provision of the concluded agreement and these terms and conditions, the provision of the agreement shall prevail.
1.4. Only Fedecom members may use these terms and conditions.
Article 2: Offers
2.1. All offers of the contractor are without obligation and are revocable, including offers that include a deadline for acceptance. The contractor has the right to revoke its offer up to two working days after the day the acceptance has reached him.
2.2. The prices quoted by the contractor in the offer are expressed in euros, exclusive of sales tax and other government levies or taxes. Prices are further exclusive of travel, accommodation, packaging, storage and transport costs, costs of loading, stowage, unloading and cooperation with customs formalities.
2.3. Unless otherwise provided, the offer does not include:
a. earthwork, pile driving, cutting, breaking, foundation, masonry, carpentry, plastering, painting, wallpapering, repair work or any other construction work;
b. establishing connections of gas, water, electricity, internet or other infra structural facilities;
c. measures to prevent or limit damage to or theft or loss of items present at or near the workplace;
d. disposal of materials, soil, construction materials or waste;
e. vertical and horizontal transportation.
Article 3: Confidentiality
3.1. All information (such as offers, designs, images, drawings and know-how) of any nature and in any form provided by or on behalf of the Contractor to the Client is confidential. The Client shall use this information only for the performance of the Agreement. He shall not disclose or multiply the information.
3.2. If the Client breaches an obligation under paragraph 1, he shall owe an immediately payable penalty of €25,000 for each breach. The Contractor may claim this penalty in addition to damages under the law.
3.3. The Client must return the information in paragraph 1 upon first request, within a period set by the Contractor, at the Contractor's discretion, or destroy it in a manner to be determined by the Contractor, without being permitted to retain a copy in any form whatsoever. If this provision is violated, the client shall owe the contractor an immediately payable penalty of €1,000 per day. The contractor may claim this penalty in addition to damages pursuant to the law
Article 4: Advice and information provided
4.1. The client cannot derive any rights from advice and information from the contractor that does not relate to the order.
4.2. If the client provides information to the contractor, the contractor may assume its accuracy and completeness when making an offer and executing the agreement.
4.3. Client determines and is responsible for the scope and efficiency of the repair(s) and/or work to be performed. The Client shall decide on the (technical) specifications on which the repair(s) and/or other work shall ultimately be carried out.
4.4. The Contractor shall have no obligation to warn of, or independently investigate, any inaccuracies in the order, defects and unsuitability of items originating from the Client, and errors or defects in plans, drawings, calculations, specifications or execution instructions provided by the Client.
4.5. The Client shall indemnify the Contractor against any claim by third parties in connection with (the use of) information provided by or on behalf of the Client. This includes advice, instructions, drawings, calculations, designs, materials, brands, samples and models. The Client shall compensate all damage suffered by the Contractor. This includes the full costs of defense.
Article 5: Delivery time
5.1. All delivery times, which in these conditions include a delivery date, week, month, term or period of performance, are indicative. If they are exceeded, the Principal must at all times give the Contractor notice of default.
5.2. The delivery period shall apply only when the Principal and the Contractor have agreed in good time on all commercial and technical details, all information, including final and approved drawings and the like, is in the Contractor's possession, all items to be made available by the Principal have been received by the Contractor, the agreed (instalment) payment has been received in good time and the other conditions for the performance of the order have been fulfilled. If the delivery time no longer applies, the contractor may determine a new delivery time taking into account his schedule.
5.3. The delivery period shall cease to apply if circumstances other than those known to the contractor when he quoted the delivery period have arisen and those circumstances are for the account and risk of the customer, including change of order, more or less work or suspension by the contractor. If the delivery time no longer applies, the contractor may determine a new delivery time taking into account his schedule.
5.4. The Client must compensate the Contractor for all costs and damages incurred or suffered by the Contractor as a result of a change in the delivery time referred to in paragraphs 2 and 3, without the need for a notice of default.
5.5. Exceeding the delivery time shall not entitle the Client to damages or to dissolution in whole or in part. The Client shall indemnify the Contractor against claims by third parties as a result of the delivery time being exceeded.
Article 6: Delivery and transfer of risk
6.1. Delivery shall take place at the moment when the Contractor makes the item available to the Client at its place of business and has notified the Client accordingly. The item shall be at the Client's risk from that moment.
6.2. If, after the conclusion of the agreement, the Contractor, at the request of the Principal, nevertheless provides all or part of the transport or assists the Principal in this (such as storage, loading, stowage or unloading), this shall be at the Principal's expense and risk. The principal may insure himself against these risks.
6.3. If, after delivery, there is transport by or on behalf of the customer and the contractor must have access to (transport) documents in the possession of the customer, the customer must make these documents available to the contractor on first request and free of charge.
6.4. If there is a trade-in and the customer holds the good to be traded in pending delivery of the new good, the risk of the good to be traded in shall remain with the customer and all costs shall be borne by him until he has placed it in the possession of the contractor. The costs mentioned in the previous sentence also include the costs of maintenance and any damage, whatever the cause. If the customer cannot deliver the item to be exchanged in the condition it was in when the agreement was concluded, the contractor may rescind the agreement in whole or in part.
Article 7: Price Change
The contractor may pass on to the client any increase in cost-determining factors that occurred after the conclusion of the agreement. The client must pay the price increase at the first request of the contractor.
Article 8: Force Majeure
8.1. If the contractor cannot fulfill his obligations due to a circumstance beyond his actual control, this cannot be attributed to him and is a case of force majeure. The Contractor shall in that case not be liable for any damage suffered by the Client as a result. Client is also not authorized, subject to the provisions of the fourth paragraph of this article, to dissolve the agreement in whole or in part in that case.
8.2. The circumstances referred to in the first paragraph of this article include in any case (civil) war or danger of war, terrorism, riots, outbreaks of infectious diseases and the resulting government measures or advisories, natural disasters, extreme weather conditions, import or trade restrictions, explosion, fire, water damage, sabotage, cybercrime, disruption of digital infrastructure, disruptions in the supply of energy, (partial) loss, theft or loss of tools, materials or information, defects in machinery, road blockades, blockades of railroads, waterways or airports, strikes or work stoppages, staff shortages and the circumstance that third parties engaged by the contractor such as suppliers, subcontractors and carriers, or other parties on which the contractor depends, fail to meet their obligations or fail to do so in a timely manner.
8.3. The contractor shall be entitled to suspend the fulfillment of its obligations if it is temporarily prevented from fulfilling its obligations to the customer due to force majeure. Once the force majeure situation has ended, the Contractor shall fulfill its obligations as soon as its schedule permits.
8.4. If there is a situation of force majeure and performance is or becomes permanently impossible, or the temporary situation of force majeure has lasted for more than six months, the contractor will be entitled to dissolve the agreement in whole or in part with immediate effect. In such cases, the client will be entitled to dissolve the agreement with immediate effect, but only for that part of the obligations that have not yet been fulfilled by the contractor.
8.5. The parties shall not be entitled to compensation for damages suffered or to be suffered as a result of the force majeure, suspension or dissolution within the meaning of this article.
Article 9: Additional work
Additional work shall be calculated on the basis of the prices in effect with the contractor at the time the additional work is performed. Client shall pay the price of the additional work at Contractor's first request.
Article 10: Performance of the work
10.1. The Client shall ensure that the Contractor can perform its work safely, undisturbed, uninterrupted and at the agreed time. The Client shall in any event ensure, at its own expense and risk, that:
a. all permits, exemptions and other decisions necessary to perform the work have been obtained in a timely manner. The Client shall be obliged to provide the Contractor with a copy of the aforementioned documents at the Contractor's first request;
b. he informs Contractor in writing and in a timely manner of all (safety) regulations applicable at the site;
c. the Contractor shall have access to the necessary auxiliary persons, tools and facilities (such as gas, water, electricity, internet, access roads suitable for any necessary transportation, lifting and hoisting cranes, sanitary facilities and a lockable dry storage area) in the performance of its work;
d. all work necessary for the performance of the work and not part of the contract has been performed in a timely manner.
10.2. The Client shall bear the risk and be liable for damage to and theft or loss of all items located at or near the place where the work is performed or at another agreed location, such as the item delivered or to be delivered, tools, materials intended for the work or equipment used in the performance of the work. This shall not apply if the customer proves that the damage, theft or loss was caused by the contractor himself.
10.3. Without prejudice to the provisions of paragraph 2 of this article, Client must take out adequate insurance against the risks mentioned in that paragraph. If there is any damage, client shall be obliged to report it immediately to his insurer for further treatment and settlement.
10.4. If circumstances arise which make it necessary to perform the work at a time outside the Contractor's normal working hours, the Contractor shall be entitled to charge the Client for any additional costs arising therefrom.
10.5. If there is an order for inspection and/or repair and this work is to take place at a site of the Client, the Contractor shall not be obliged to announce its arrival, that of its personnel or the third parties engaged by it for the work and to inform the Client of the exact time of arrival.
10.6. The Client shall ensure that the object to be inspected and/or repaired is made available to the Contractor in a cleaned condition such that the work arising from the contract can be performed.
Article 11: Completion of the work
11.1. The work shall be considered completed when:
a. client has approved the work;
b. the work has been put into use. If part of the work has been put into use, then that part is considered completed;
c. the contractor has notified the customer in writing that the work has been completed and the customer has not notified the contractor in writing within 14 days of the date of such notification that the work has not been approved;
d. client does not approve the work on the grounds of minor defects or missing parts that can be repaired or redelivered within 30 days and do not prevent the work from being put into service.
11.2. The Contractor is not obliged to provide the Client with a file within the meaning of Article 7:757a of the Dutch Civil Code regarding the construction work that has been completed and is to be delivered (a "handover or completion file").
11.3. If the customer does not approve the work, he is obliged to inform the contractor of this in writing, giving reasons. The Client must give the Contractor the opportunity to complete the work.
Article 12: Liability.
12.1. If the Contractor is liable for any reason, such liability shall at all times be limited as provided in the following paragraphs.
12.2. If the Contractor has any insurance taken out by or on its behalf that provides coverage, the Contractor's obligation to pay damages shall be limited to the amount paid under such insurance in the case in question.
12.3. If the Contractor has no insurance as referred to in the preceding paragraph or no amount is paid out under such insurance for whatever reason, the obligation to compensate damages shall be limited to a maximum of 15% of the contract price (excluding VAT). If the agreement consists of parts or partial deliveries, this obligation shall be limited to a maximum of 15% (excluding VAT) of the order price of the part or partial delivery in connection with which the Contractor's liability has arisen. In the event of a continuing performance contract, the obligation to pay damages shall be limited to a maximum of 15% (excluding VAT) of the contract price for the twelve months preceding the event giving rise to the damage.
12.4. Not eligible for reimbursement:
a. consequential damages. Consequential damage is understood to include: stagnation damage, loss of production, loss of profit, missed savings and subsidies, tax disadvantages, costs incurred in vain, internal costs of the client, reduced goodwill and reputation damage, fines, damage as a result of liability of the client vis-à-vis third parties, damage in connection with damage, destruction or loss of data or documents, transport costs and travel and accommodation costs, storage costs, costs for replacement equipment and manpower and costs in connection with te-
back group actions;
b. supervision damage. Oversight damage means damage caused by or during the performance of the work to objects on which work is being done or to objects located in the vicinity of the place where work is being done;
c. damage to or caused by or with equipment provided to Contractor;
d. damage caused by intent or conscious recklessness of auxiliary persons or non-managerial subordinates of the contractor;
e. damage to material supplied by or on behalf of Client, including as a result of improperly performed processing, assembly, mounting or installation. Client may insure against these damages if possible.
12.5. The Client shall indemnify the Contractor against all claims by third parties resulting from a defect in a product supplied by the Client to a third party of which the products or materials supplied by the Contractor are a part. The Client must compensate all damage suffered by the Contractor in this connection, including the full costs of defense.
12.6. Any claim for damages by the Client shall lapse by the mere expiration of twenty-four months from its arising, unless the Client has brought that claim before the competent court before the expiration of that period.
Article 13: Warranty and other claims
13.1. Unless otherwise agreed in writing, for a period of six months after delivery or completion, the Contractor guarantees the proper performance of the agreed pres tation, as detailed in the following paragraphs of this article.
13.2. If the parties have agreed to different warranty terms, the provisions of this article shall apply, unless and to the extent that it conflicts with those different warranty terms.
13.3. The Client must lend every assistance free of charge to the investigation by or on behalf of the Contractor of a complaint from the Client about the performance carried out, failing which all of the Client's rights in connection with that complaint shall lapse.
13.4. If the contractor has properly rejected a complaint about the performance performed, the client must reimburse all costs reasonably incurred in connection with investigating the complaint.
13.5. If the agreed performance has not been properly performed, the contractor shall choose whether to still perform it properly, replace the delivered item in whole or in part, or credit the client for a reasonable portion of the order price.
13.6. If the Contractor chooses to still perform the performance properly or replace the delivered item in whole or in part, the Client shall in all cases give it the opportunity to do so. The Contractor shall determine the manner and time of performance. If the agreed performance consisted (in part) in the processing of material supplied by the Client, the Client must supply new material at his own expense and risk.
13.7. Items to be repaired or replaced by the Contractor must be sent to him by the Client. Transport, shipment and disassembly and assembly shall be at the Client's expense and risk. In addition, travel, accommodation and travel time shall be at the Client's expense. The contractor shall be entitled to require security or advance payment for these costs.
13.8. The Contractor need not execute the guarantee until the Client has fulfilled all its obligations.
13.9. a. Warranty is excluded for defects resulting from:
- normal wear and tear;
- improper use;
- maintenance not performed or improperly performed;
- installation, (de)assembly, modification or repair by client or by third parties; - defects in or unsuitability of items, materials or accessories originating from or prescribed by the client.
- No warranty is given on:
- delivered items that were not new at the time of delivery;
- inspecting, repairing and overhauling items;
- items under manufacturer's warranty;
- items warranted to the client by third parties.
13.10.The provisions of paragraphs 3 to 8 of this Article shall apply mutatis mutandis to any claims by the Client on the grounds of non-performance, non-conformity or any other basis whatsoever.
Article 14: Duty to complain
14.1. The Client may no longer invoke a defect in the performance in any event if he has not complained about it in writing to the Contractor within fourteen days after he discovered or reasonably should have discovered the defect.
14.2. The Client must, under penalty of forfeiting all rights, have complained in writing to the Contractor about the invoice within the payment period. If the payment period is longer than thirty days, the Client must have complained in writing no later than thirty days after the invoice date.
Article 15: Uncollected items
15.1. Client is obliged to actually take delivery of the item that is the subject of the agreement at the agreed place after the delivery time has expired.
15.2. The Principal shall provide all cooperation free of charge to enable the Contractor to make delivery.
15.3. Uncollected goods shall be stored at the client's expense and risk.
15.4. If the provisions of paragraphs 1 or 2 of this article are violated, the Client, after the Contractor has given him notice of default, will owe the Contractor a penalty of €250 per day for each violation with a maximum of €25,000. This penalty may be claimed in addition to damages under the law.
Article 16: Payment
16.1. Payment shall be made at the Contractor's place of business or to an account designated by the Contractor.
16.2. Unless otherwise agreed, payment shall be made as follows:
a. at counter sales cash, or directly through an electronic means of payment to be determined by the seller;
b. on installment payments:
- 50% of the total price when commissioned;
- 50% of the total price on (up)delivery;
c. in all other cases, within thirty days of the invoice date.
16.3. If the customer fails to fulfill his payment obligation, he shall be obliged, instead of paying the agreed price, to comply with a request from the contractor for payment in instalments.
16.4 The Client's right to set off its claims against the Contractor or to suspend performance of its obligations is excluded, unless there is a suspension of payments or bankruptcy of the Contractor or statutory debt restructuring applies to the Contractor.
16.5. Whether or not the Contractor has fully performed the agreed performance, all that the Client owes or will owe to it under the Agreement shall be immediately due and payable if:
a. a payment deadline has been missed;
b. client fails to fulfill its obligations under Article 15;
c. client has not provided security upon first request under Article 17 of these terms and conditions;
d. the bankruptcy or suspension of payments of the principal has been filed;
e. seizure of property or claims of client;
f. client (company) is dissolved or liquidated;
g. client (natural person) applies for admission to legal debt restructuring, is placed under guardianship or has died.
16.6. In the event of late payment, the Client shall owe interest on the amount payable to the Contractor from the day following the day agreed as the final day for payment up to and including the day on which the Client has made payment. If the parties have not agreed on a final day for payment, the interest shall be due from 30 days after it becomes due. The interest rate shall be 12% per annum, but shall be equal to the statutory interest rate, whichever is higher. In calculating interest, part of a month is considered a full month. At the end of each year, the amount on which interest is calculated shall be increased by the interest due for that year.
16.7. The Contractor shall be entitled to set off its debts to the Client against claims of Contractor-affiliated companies on the Client. In addition, the Contractor shall be entitled to set off its debts to the Client against debts owed to the Client by companies affiliated with the Contractor. Furthermore, the Contractor is authorized to set off its debts to the Client against receivables from companies affiliated with the Client. Affiliated companies are all companies belonging to the same group within the meaning of Article 2:24b of the Dutch Civil Code and a participation within the meaning of Article 2:24c of the Dutch Civil Code.
16.8. In the event of late payment, the Client shall owe the Contractor all extrajudicial costs with a minimum of €75.
These charges are calculated on the principal amount based on the following table:
- over the first €3,000 15%
- on the excess up to € 6,000,- 10%
- on the excess up to € 15,000 8%.
- on the excess up to € 60,000,- 5%
- over the excess from €60,000.00 3%
The actual out-of-court costs incurred are due, if they are higher than follows from the above calculation.
16.9. If the Contractor is wholly or substantially successful in legal proceedings, all costs incurred by it in connection with such proceedings shall be borne by the Client.
Article 17: Collateral
17.1. The Client shall be obliged at the Contractor's first request to provide adequate security, to the Contractor's satisfaction, for all payments owed by the Client to the Contractor under the Agreement. If the Client fails to do so within the specified period, he shall immediately be in default. The contractor shall in that case be entitled to dissolve the agreement and to recover its losses from the client.
17.2. The Contractor shall retain ownership of delivered items as long as the Client has not fulfilled its obligations under any agreement with the Contractor, including claims such as damages, penalties, interest and costs.
17.3. If, after the goods have been delivered to him by the contractor in accordance with the agreement, the customer has fulfilled his obligations, the reservation of title in respect of these goods shall revive if the customer fails to fulfill his obligations under a subsequent agreement.
17.4 As long as goods delivered are subject to retention of title, the Client may not encumber or dispose of them outside the scope of its normal business operations. This clause shall have effect under property law.
17.5. After the Contractor has invoked its reservation of title, it may recover the delivered goods. The Client shall cooperate fully to that end. The costs of retrieval shall be borne by the Client as well as any man-made damage to the delivered goods.
17.6. If the provisions of paragraph 5 of this article are violated, the Client, after the Contractor has given him notice of default, will owe the Contractor a penalty of €250 per day for each violation with a maximum of €25,000. This penalty may be claimed in addition to damages under the law.
17.7. The Contractor shall have a lien and a right of retention on all goods in his possession or to be in his possession from the Client for whatever reason and for all claims he has or may have against the Client.
Article 18: Intellectual property rights.
18.1. The Contractor shall be regarded as creator, designer, deviser or inventor, respectively, of the works, models, signs or inventions created under the Agreement. The Contractor has the exclusive right to apply for a patent, trademark or model.
18.2. The Contractor does not transfer intellectual property rights to the Client in the performance of the Agreement.
18.3. If the performance to be delivered by the Contractor consists (in part) of the delivery of computer software, the source code will not be transferred to the Client. The Client will acquire a non-exclusive, worldwide and perpetual user license to the computer software solely for the purposes of normal use and proper operation of the case.
18.4 The client is not permitted to transfer the license or to issue a sublicense. This provision has the effect of property law. Only upon resale of the object in connection with which the Contractor has delivered the computer software shall the license pass to the transferee of the object under the same conditions and restrictions as set forth in this Article, provided that the purchaser of the object has accepted these conditions in writing.
18.5. The Contractor is not liable for damages suffered by the Client as a result of an infringement of intellectual property rights of third parties.
18.6. The Client shall indemnify the Contractor against any third party claim regarding an infringement of intellectual property rights.
Article 19: Transfer of rights or obligations
Client may not transfer or pledge any rights or obligations under any article of these general conditions or the underlying agreement(s), except with the prior written consent of the Contractor. This clause has property law effect.
Article 20: Termination or cancellation of the agreement
20.1. Client is not authorized to terminate or cancel the agreement in whole or in part.
20.2. The Contractor may agree to a request for termination of the Agreement. In that case, the Client shall owe compensation of at least 20% of the agreed or budgeted price. The Contractor is entitled to demand a higher fee or to impose further conditions to its consent.
Article 21: Applicable law and competent court
21.1. Dutch law shall apply. The Vienna Sales Convention (C.I.S.G.) or any other international regulation the exclusion of which is permitted shall not apply.
21.2 The Dutch civil court having jurisdiction in the Contractor's place of business shall take exclusive cognizance of disputes arising from or related to the Agreement.