General Terms & Conditions (T&Cs)
General Terms and Conditions of Sale and Delivery
In these General Terms and Conditions (“Terms”):
Seller: OTK Stainless Steel B.V., established in Amsterdam, Netherlands.
Buyer: Any business customer (legal entity or natural person acting in the course of a business) that requests a quotation from, places an order with, or concludes an agreement with Seller.
Products: All stainless steel, aluminium and other materials and services supplied by Seller, including coils, sheets, plates, tubes, profiles and processing services.
Agreement: Any contract between Seller and Buyer regarding the supply of Products, including any changes or additions.These Terms apply only to B2B transactions and not to consumers.
2. Applicability
2.1 These Terms apply to all offers, quotations, order confirmations, deliveries and Agreements between Seller and Buyer.
2.2 Any general or purchase conditions of Buyer are expressly rejected and do not apply, unless Seller has accepted them explicitly in writing for a specific Agreement.
2.3 If any provision of these Terms is or becomes invalid, the remaining provisions remain in full force. The parties will replace the invalid provision with a valid one that comes as close as possible to the original intention of Seller.
3. Offers, Quotations and Formation of Agreement
3.1 All offers and quotations by Seller are non-binding, unless explicitly stated otherwise in writing.
3.2 An Agreement is only concluded when Seller has confirmed Buyer’s order in writing (including by email) or has started execution of the order.
3.3 Obvious mistakes, typing errors or calculation errors in offers, quotations or confirmations do not bind Seller.
4. Prices
4.1 Unless stated otherwise, all prices are in EUR, excluding VAT, duties, transport, insurance and other government levies.
4.2 Seller is entitled to adjust prices in case of changes in raw material costs, energy prices, transport costs, currency fluctuations or other cost factors outside Seller’s control.
4.3 If a price is quoted per ton, sheet, meter, piece or similar unit, the weighed/measured quantity at dispatch is decisive for invoicing.
5. Delivery, Risk and Incoterms
5.1 Delivery terms, if agreed, are indicative and not strict deadlines, unless explicitly agreed in writing. Delay in delivery does not entitle Buyer to cancel the order or claim damages, except in case of intent or gross negligence by Seller.
5.2 Delivery takes place according to the agreed Incoterm (for example, EXW, FCA, CPT, DAP). If no Incoterm is agreed, delivery is Ex Works (EXW) Seller’s warehouse or designated service centre. Risk passes to Buyer at that moment.
5.3 If Buyer does not collect the Products or cannot receive them on the agreed date, Seller may store the Products at Buyer’s risk and expense and consider them as delivered.
6. Inspection and Complaints
6.1 Buyer shall inspect the Products immediately on delivery for quantity, dimensions, surface condition and visible defects.
6.2 Complaints regarding visible defects or shortages must be reported to Seller in writing within 5 working days after delivery, with clear description and supporting photos/documents.
6.3 Complaints regarding non-visible defects must be reported in writing within 10 working days after discovery and no later than 3 months after delivery.
6.4 After these periods, the Products are deemed to be fully accepted and Buyer loses any right to claim.
6.5 Buyer must give Seller the opportunity to inspect the Products on site or to have them inspected by a third party. Products may not be returned without Seller’s prior written consent.
7. Quality, Tolerances and Certificates
7.1 Products are supplied according to the agreed standards and specifications (for example EN 10088, EN 485, EN 10204 3.1, ASTM, AISI), subject to normal industry tolerances for dimensions, weight, flatness and surface.
7.2 Minor deviations in quality, dimensions, weight, hardness, mechanical properties, surface finish or colour that are acceptable within the relevant standards or trade usage do not constitute a defect.
7.3 If certificates (e.g. EN 10204 3.1) are requested and agreed, Seller will provide them as available from mill or service centre. Seller is not liable for errors in mill certificates from third parties.
8. Order Changes, Cancellations and Returns
8.1 After Seller’s order confirmation, Buyer cannot cancel or change the order without Seller’s prior written consent.
8.2 If Seller accepts a cancellation, Seller is entitled to charge a fixed cancellation fee of 30% of the order amount, plus all costs already incurred (processing, cutting, packaging, transport, third-party charges).
8.3 Products that are cut-to-size, processed, slit, polished, customised or otherwise modified according to Buyer’s specifications cannot be returned and cannot be cancelled once processing has started.
8.4 Returns are only accepted after Seller’s written approval, in original or equivalent packaging and condition, and at Buyer’s risk and cost, unless otherwise agreed in writing.
9. Payment, Late Payment and Fines
9.1 Unless otherwise agreed in writing, all orders are payable in advance. Payment terms (e.g., net 30 days) may be granted only after prior written approval and continuous credit checks.
9.2 Buyer is not entitled to set-off or suspend payment due to alleged defects or counterclaims, unless expressly acknowledged in writing by Seller.
9.3 If Buyer does not pay within the agreed term, Buyer is automatically in default. From that moment Buyer owes statutory commercial interest on the outstanding amount until full payment.
9.4 In case of late payment, all judicial and extrajudicial collection costs are at Buyer’s expense. Extrajudicial costs are fixed at minimum EUR 250 or 10% of the outstanding principal.
9.5 Seller may at any time demand advance payment or security (bank guarantee, insurance approval) and suspend deliveries until Buyer provides it.
10. Retention of Title
10.1 All Products remain the property of Seller until Buyer has fully paid all amounts owed, including interest and costs.
10.2 Until ownership passes, Buyer must:
- store the Products clearly identifiable as Seller’s property
- not pledge or transfer ownership to third parties as security
10.3 If Buyer fails to fulfil payment obligations, Seller may reclaim Products that still belong to Seller. Buyer must fully cooperate.
10.4 Buyer authorises Seller to enter Buyer’s premises to retrieve Products if necessary.
11. Limitation of Liability
11.1 Seller’s total liability is limited to:
- replacement of defective Products, or
- refund/credit up to the invoice value of the defective portion
at Seller’s discretion.
11.2 Seller is not liable for:
- indirect or consequential losses
- loss of profit or production downtime
- processing or cutting costs executed before defect reporting
- loss of contracts or goodwill
11.3 Claims must be submitted within 12 months after delivery.
11.4 Limitations do not apply in cases of intent or gross negligence by Seller.
12. Force Majeure
Seller is not liable for delays or failures caused by circumstances beyond its control, including but not limited to:
- natural disasters
- war or terrorism
- strikes or labour issues
- transport disruptions
- raw material shortages
- delays from mills or service centres
- government restrictions
Seller may suspend obligations or terminate the Agreement without liability.
13. Intellectual Property
Documents, drawings, offers, certificates and materials remain the property of Seller or the originating mill and may not be used, copied or distributed without written consent.
14. Applicable Law and Jurisdiction
14.1 Dutch law applies exclusively. The CISG (Vienna Convention) is excluded.
14.2 Disputes shall be brought before the competent court in Amsterdam, unless Seller chooses Buyer’s local court.
15. Language and Version
15.1 The English version prevails over translations.
15.2 Seller may amend Terms; the version on the website at the time of Agreement applies.
16. Data Protection and Privacy
Seller processes personal data according to applicable laws and its published Privacy Policy. Buyer must ensure it is allowed to share any personal data with Seller.