General Terms and Conditions of Sale and Delivery
OTK Stainless Steel B.V., Amsterdam, the Netherlands — Chamber of Commerce (KvK) 98648675 — Version: 2026
1. Definitions
In these General Terms and Conditions (“Terms”):
- Seller: OTK Stainless Steel B.V., established in Amsterdam, the Netherlands, registered with the Dutch Chamber of Commerce under number 98648675.
- Buyer: any business customer (legal entity or natural person acting in the course of a business or profession) that requests a quotation from, places an order with, or concludes an agreement with Seller.
- Products: all stainless steel, aluminium and other materials and related 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 exclusively 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, as well as to all future transactions between the same parties, even where these Terms are not referred to again.
2.2 Any general, purchase or other 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 its original commercial intention.
2.4 Deviations from these Terms are valid only if agreed in writing and apply only to the Agreement for which they were agreed.
3. Offers, Quotations and Formation of Agreement
3.1 All offers and quotations by Seller are non-binding and subject to prior sale (“subject unsold”), 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, confirmations or invoices do not bind Seller.
3.4 Any advice, technical information, recommendation or assistance provided by Seller (including regarding grades, finishes, dimensions or applications) is given free of charge and without any obligation or liability. Buyer remains solely responsible for the selection of the Products and their suitability for Buyer’s intended application.
4. Prices
4.1 Unless stated otherwise, all prices are in EUR, excluding VAT, duties, levies, transport, insurance and packaging.
4.2 Seller is entitled to adjust prices in case of changes in raw material costs, alloy surcharges, energy prices, transport costs, currency fluctuations, duties, taxes or other cost factors outside Seller’s control arising after the offer.
4.3 If a price is quoted per ton, kilogram, sheet, metre, piece or similar unit, the quantity weighed or measured at dispatch is decisive for invoicing. Weights recorded by the producer or on a public weighbridge are binding evidence of the dispatched quantity.
4.4 A deviation of up to 10% (ten percent) between the ordered and the delivered quantity or weight constitutes full and proper performance of the Agreement. The actually delivered quantity is invoiced.
5. Delivery, Risk and Incoterms
5.1 Delivery periods are indicative and never strict deadlines, unless explicitly agreed otherwise in writing. Exceeding a delivery period does not entitle Buyer to cancel the Agreement, refuse the Products or claim damages, except in case of intent or deliberate recklessness of Seller’s management.
5.2 Delivery takes place according to the agreed Incoterm (Incoterms 2020). If no Incoterm is agreed, delivery is Ex Works (EXW) at the place of dispatch designated by Seller. Risk passes to Buyer upon delivery under the applicable Incoterm, or, where Buyer arranges collection, when the Products are made available for loading.
5.3 Seller may deliver in instalments; each partial delivery may be invoiced separately and constitutes a separate claim.
5.4 If Buyer does not collect or cannot receive the Products within 5 working days after notice of readiness or the agreed date, Seller may store the Products at Buyer’s risk and expense (minimum EUR 25 per day or the actual third-party storage cost, whichever is higher) and treat them as delivered, with the payment term commencing on that date.
6. Inspection and Complaints
6.1 Buyer shall inspect the Products immediately on delivery for quantity, dimensions, surface condition and visible defects.
6.2 Visible transport damage or shortages must be noted on the CMR consignment note or delivery document at the moment of receipt, failing which any claim in that respect lapses. Complaints regarding other visible defects or shortages must be reported to Seller in writing within 5 working days after delivery, with a clear description and supporting photographs and documents.
6.3 Complaints regarding non-visible defects must be reported in writing within 10 working days after discovery and in any event no later than 3 months after delivery.
6.4 After these periods, the Products are deemed irrevocably accepted and Buyer loses any right to claim.
6.5 Buyer must give Seller the opportunity to inspect the Products in unprocessed condition at the place of delivery, or to have them inspected by an independent third party. Products may not be returned without Seller’s prior written consent. Processing, cutting, slitting or incorporating the Products constitutes acceptance of the Products concerned.
6.6 A complaint does not suspend Buyer’s payment obligations.
7. Quality, Tolerances and Certificates
7.1 Products are supplied according to the agreed standards and specifications (for example EN 10088, EN 10095, EN 485, EN 573, ASTM/AISI equivalents), subject to the dimensional, weight, flatness and surface tolerances of the applicable standard and normal trade usage.
7.2 Deviations in quality, dimensions, weight, hardness, mechanical properties, surface finish or appearance that are within the relevant standard or normal trade usage do not constitute a defect. Secondary, excess or non-prime material is sold “as is”, without warranty as to standard tolerances or properties, which Buyer accepts.
7.3 If inspection certificates (e.g. EN 10204 3.1 or 3.2) are agreed, Seller passes them on as received from the producer or processor. Seller is not liable for the content or accuracy of third-party certificates. Buyer must verify the certificate against its own requirements before processing; processing constitutes acceptance of the certificate.
7.4 Buyer is solely responsible for determining that the ordered grade, finish, dimensions and tolerances are suitable for Buyer’s intended application, processing methods and end use, including compliance with regulations applicable to Buyer’s products and markets.
7.5 Emissions or carbon (CBAM) data are provided as received from the producer; Seller does not warrant their accuracy and accepts no liability in that respect.
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 — or the actual damage, including costs incurred and loss of margin, if higher — 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, and secondary or excess lots purchased for Buyer, cannot be returned and cannot be cancelled once procurement or processing has started.
8.4 Returns are only accepted after Seller’s written approval, in original or equivalent packaging and condition, at Buyer’s risk and cost, unless otherwise agreed in writing.
9. Payment, Late Payment and Security
9.1 Unless otherwise agreed in writing, all orders are payable in advance. Credit terms (e.g. net 30 days) may be granted only after prior written approval and remain subject to continuous credit assessment and credit-insurance cover.
9.2 Buyer is not entitled to set off or suspend any payment on account of alleged defects or counterclaims, unless expressly acknowledged by Seller in writing.
9.3 If Buyer does not pay within the agreed term, Buyer is in default by operation of law, without any notice being required. From that moment Buyer owes the statutory commercial interest (article 6:119a Dutch Civil Code) plus 2% per year on the outstanding amount until full payment.
9.4 All judicial and extrajudicial collection costs are for Buyer’s account. Extrajudicial costs are fixed at 15% of the outstanding principal, with a minimum of EUR 250, without prejudice to Seller’s right to claim the actual costs if higher.
9.5 Seller may at any time demand advance payment or adequate security (bank guarantee, parent guarantee, credit-insurance approval) and suspend production, procurement or delivery until Buyer provides it.
9.6 If Buyer is declared bankrupt, applies for suspension of payments or restructuring, is dissolved or liquidated, has an attachment levied on a material part of its assets, or if Seller’s credit insurer withdraws or refuses cover on Buyer, all Seller’s claims become immediately due and payable and Seller may suspend all deliveries or terminate all Agreements in whole or in part with immediate effect, without any liability and without prejudice to Seller’s other rights.
10. Retention of Title
10.1 All Products delivered or to be delivered remain the exclusive property of Seller until Buyer has fully paid all claims of Seller under all Agreements between the parties, including interest and costs (extended retention of title, article 3:92(2) Dutch Civil Code).
10.2 Until ownership passes, Buyer shall store the Products clearly identifiable as Seller’s property, keep them insured, and shall not pledge them or grant any other security right over them to third parties.
10.3 Buyer may resell Products subject to retention of title only in the ordinary course of its business. On Seller’s first request, Buyer shall pledge to Seller (or, where the applicable law so provides, assign to Seller) its receivables against its customers arising from such resale, up to the amount of Seller’s outstanding claims.
10.4 If Buyer processes, treats or commingles the Products with other goods, Seller acquires (co-)ownership of the resulting goods in proportion to the invoice value of Seller’s Products, to the extent permitted by applicable law.
10.5 If the Products are located in a country whose law provides a broader or extended form of retention of title, that broader form is deemed agreed.
10.6 If Buyer fails to fulfil its payment obligations, Seller may take back all Products still owned by Seller. Buyer must fully cooperate and hereby irrevocably authorises Seller to enter the premises where the Products are located.
11. Limitation of Liability
11.1 Seller’s total liability under or in connection with any Agreement is limited, at Seller’s discretion, to: (a) replacement of the defective Products, or (b) refund or credit of the invoice value of the defective portion. In all cases Seller’s aggregate liability is capped at the invoice value (excluding VAT) of the delivery concerned, or, where Seller’s insurer pays out, the amount actually paid out under Seller’s insurance plus the applicable deductible.
11.2 Seller is never liable for indirect or consequential loss, including loss of profit, loss of production or downtime, processing, cutting or fabrication costs incurred before a defect was reported, costs of recall, removal or reinstallation, loss of contracts, loss of goodwill or claims by Buyer’s customers.
11.3 Any right of action or claim of Buyer against Seller lapses 12 months after delivery of the Products concerned.
11.4 The limitations in this article do not apply in case of intent or deliberate recklessness of Seller’s management.
11.5 Buyer indemnifies Seller against all third-party claims relating to Products delivered to Buyer, except to the extent Seller is liable to Buyer under this article.
12. Force Majeure and Hardship
12.1 Seller is not liable for any delay or failure caused by circumstances beyond its reasonable control (“force majeure”), including but not limited to: natural disasters; war, terrorism or civil unrest; epidemics or pandemics; strikes or labour disputes; transport disruptions; energy or raw-material shortages; non-delivery, late delivery or defective delivery by producers, processors or other suppliers, for whatever reason; cyber incidents; government measures, sanctions, embargoes, import or export restrictions, quota exhaustion or the introduction or change of duties or trade measures. Seller may suspend its obligations for the duration of the force majeure or, if it lasts longer than 60 days, terminate the Agreement in whole or in part, without any liability.
12.2 If, after conclusion of the Agreement, costs of performance increase by more than 10% due to the introduction or change of import or export duties, tariffs, safeguard measures, anti-dumping or countervailing duties, CBAM or similar carbon costs, taxes, levies, or raw-material, alloy, energy or freight costs, Seller may increase the price correspondingly. If Buyer does not accept the increase within 5 working days, Seller may terminate the part of the Agreement not yet performed, without any liability of either party for that part.
13. Trade Compliance and Sanctions
13.1 Buyer warrants that neither Buyer nor its direct or indirect owners or controllers are subject to sanctions of the EU, UN, US (OFAC) or UK.
13.2 Buyer shall not sell, export, re-export or otherwise make the Products available, directly or indirectly, to or for use in any country or territory, or to any party, subject to applicable sanctions or embargoes, where this would violate applicable sanctions law, and shall impose an equivalent obligation on its own customers where required by law.
13.3 Buyer shall comply with all applicable import, export and customs regulations, including rules on the origin of iron and steel inputs (melt and pour). Documentation regarding origin and emissions is provided as received from the producer.
13.4 Buyer indemnifies Seller against all damage, costs and penalties arising from Buyer’s breach of this article. Seller may suspend or terminate any Agreement with immediate effect and without liability if performance would, in Seller’s reasonable opinion, violate applicable sanctions or export-control law.
14. Intellectual Property
All documents, drawings, offers, calculations, certificates and other materials provided by Seller remain the property of Seller or the originating producer and may not be used, copied or distributed without Seller’s prior written consent.
15. General
15.1 Buyer processes and shares personal data with Seller in accordance with applicable data-protection law; Seller processes personal data in accordance with applicable law and its published privacy policy.
15.2 Buyer may not assign or transfer any rights or obligations under an Agreement without Seller’s prior written consent; this clause has effect under property law (article 3:83(2) Dutch Civil Code).
15.3 The failure of Seller to enforce any provision of these Terms does not constitute a waiver.
16. Applicable Law, Jurisdiction and Language
16.1 All offers, Agreements and these Terms are governed exclusively by Dutch law. The United Nations Convention on Contracts for the International Sale of Goods (CISG / Vienna Convention) is excluded.
16.2 All disputes shall be brought exclusively before the competent court in Amsterdam, the Netherlands, provided that Seller may also bring proceedings before the court with jurisdiction over Buyer’s seat.
16.3 These Terms are drawn up in English; the English version prevails over any translation. The version of these Terms in force at the time the Agreement is concluded applies.
OTK Stainless Steel B.V. — Van Oldenbarneveldtstraat 95, 1052 JZ Amsterdam, the Netherlands — KvK 98648675 — VAT NL868584204B01