Terms & conditions

1. These terms and conditions apply, to the exclusion of any terms and conditions of the client, to the formation, content and performance of all agreements concluded and arrangements made between the client and STRYKER.
2. Deviations from these terms and conditions are only possible in writing.
3. A quotation can be accepted for a maximum of 1 week.
4. An assignment is formed when the client confirms it in writing, or at the moment STRYKER starts carrying out the work as described in the quotation.

1. The client provides STRYKER with all information/data and any parts needed to carry out the work.
2. Unless otherwise agreed in writing, replaced parts become the property of STRYKER and the client can no longer claim them.
3. Any deadline given by STRYKER is indicative only. If STRYKER fails to meet its obligations under the agreement (on time), it must be given formal notice of default in writing and be granted a reasonable period to comply.
4. STRYKER may engage third parties in carrying out its work.
5. Should there be a complaint, the client will inform STRYKER in writing as soon as possible, and no later than one week after the (partial) assignment has been delivered. Otherwise STRYKER may assume that the result is satisfactory.

1. Prices quoted in euros are exclusive of VAT and – unless expressly agreed otherwise in writing – exclusive of administration, shipping, packaging, transport and other costs. No claims can later be made on the basis of earlier prices and offers.
2. (Interim) changes to the work to be carried out, or delays caused by the client not supplying data or materials on time, may lead to additional costs.
3. Additional work automatically affects the agreed price and the agreed time of delivery. This is at the client’s expense and risk. Where possible, STRYKER will notify the client of additional work as early as possible, and in any case before it is carried out. The client is deemed to agree to the additional work, the associated costs and any adjusted delivery time, unless the client objects in writing before the additional work starts, and in any case within 5 days of the notification by STRYKER.
4. Changes in taxes, excise duties or other government levies are passed on to the client, as are price changes that a supplier passes on to STRYKER.

1. The payment term is between 5 and 14 days after the invoice date. If payment is not made on time, the client is in default and owes interest equal to the statutory (commercial) interest rate.
2. Payments are first applied to outstanding interest and costs, and then to the longest outstanding invoice(s).
3. Costs that STRYKER is forced to incur as a result of late payment, such as legal costs and (extra)judicial costs, are borne by the client. Extrajudicial costs are set at no less than 10% of the invoice amount, with a minimum of €150 excluding VAT.

1. STRYKER has a right of retention over a client’s vehicle in its possession if and for as long as:
   • the client has not (fully) paid any invoice from STRYKER;
   • the client does not (fully) meet other claims arising from the arrangements made, the agreements concluded or these terms and conditions.
2. All goods delivered and still to be delivered remain the exclusive property of STRYKER until all claims that STRYKER has or will acquire against the client, including in any case the claims referred to in Article 3:92(2) of the Dutch Civil Code, have been paid in full.
3. As long as ownership of the goods has not passed to the client, the client may not pledge the goods or grant third parties any other right to them – including bringing goods under the control of one or more financiers – except in the normal course of its business.
4. The client must keep goods delivered under retention of title with due care and as recognisable property of STRYKER.
5. STRYKER is entitled to take back goods delivered under retention of title that are still with the client if the client is in default of its payment obligations, or is in or threatens to get into payment difficulties. The client will at all times give STRYKER free access to its premises and/or buildings to inspect the goods and/or to exercise STRYKER’s rights.
6. The provisions of this article are without prejudice to any other rights of STRYKER.
7. If STRYKER invokes the retention of title, the agreement concerned is deemed dissolved, without prejudice to STRYKER’s right to claim compensation for damage, lost profit and interest.
8. The client must notify STRYKER in writing immediately if third parties assert rights over goods that are subject to retention of title under this article.

1. If the client cancels, terminates or dissolves the agreement in whole or in part, the full amount according to the quotation must be paid.
2. STRYKER may charge the client for all (in)direct damage resulting from the client ending the work early.
3. STRYKER has the right – without being liable for damages – to dissolve the agreement in whole or in part with immediate effect if the client fails to meet an obligation agreed between the parties, and in the event of bankruptcy, (provisional) suspension of payments or discontinuation of the client’s business.

In accordance with the applicable statutory provisions, the goods delivered and the work carried out by STRYKER will meet what may reasonably be expected of them.

1. STRYKER is not liable:
   • for consequential or business loss, or direct or indirect damage of any kind (including loss of profit and downtime);
   • if complaints are not reported on time;
   • if the client or a third party has carried out work (or had work carried out) on what was delivered, whether or not by way of repair;
   • in the event of misunderstandings, errors or shortcomings in the performance of the agreement caused by acts and/or omissions of the client, such as not supplying complete/sound/clear data or materials, or not supplying them on time;
2. Unless there is intent or deliberate recklessness on the part of STRYKER, STRYKER’s liability for damage (whether under contract or tort) is limited to the insured amount – insofar as the damage is covered by insurance taken out by STRYKER – or to the invoice amount relating to the part of the assignment that was carried out, less the costs STRYKER incurred for engaging third parties. In any case, liability is limited to the amount of the total assignment or to a maximum of €5,000.

1. If STRYKER is unable to meet its obligations (fully and/or on time) due to force majeure – which includes illness, incapacity for work, accidents, traffic disruption, exceptional weather conditions and strikes – STRYKER is not liable for any (in)direct damage resulting from it.
2. STRYKER will inform the client of a force majeure situation, and the client may then cancel the assignment in writing on that ground, in which case the client remains obliged to pay in full for the work already carried out and the costs incurred for it.

1. Everything the parties learn about each other in the context of the assignment will be treated confidentially. The parties ensure that this obligation also applies to those involved, employees and third parties engaged.
2. Dutch law applies to the relationship between STRYKER and the client. Should disputes arise between STRYKER and the client, the court in the district where STRYKER is established has jurisdiction.