General Terms and Conditions of Sale & Supply
voestalpine Track Solutions Netherlands B.V.

(hereinafter referred to as ‘voestalpine Track Solutions Netherlands’), located and maintaining offices at Nieuwe Crailoseweg 8, Hilversum

Effective from 17/06/2025

ARTICLE 1 - GENERAL

1. All offers by, agreements with, and the execution of these offers and the performance of these agreements by voestalpine Track Solutions Netherlands are governed exclusively by these standard terms and conditions. Any derogations from the substance of these standard terms and conditions will be effective between the Other Party and voestalpine Track Solutions Netherlands only if these deviations have been agreed by mutual agreement, explicitly, and in writing, whereby web shop users can never derogate from that which is provided in Article 16 of these standard terms and conditions.

2. In these standard terms and conditions, the ‘Other Party’ means every legal or natural person that has entered into an agreement with voestalpine Track Solutions Netherlands, or that wishes to enter into such agreement, plus its representatives, attorneys and successors in title by universal title. For the purposes of the enumeration in the previous sentence, the plural form includes the singular.

3. The applicability of the Other Party’s standard terms and conditions is explicitly excluded. The Other Party can rely on terms derogating from these standard terms and conditions only if and to the extent that voestalpine Track Solutions Netherlands has accepted them in writing.

Article 2 - OFFERS

1. Unless explicitly stated otherwise, all offers in any form whatsoever made by voestalpine Track Solutions Netherlands are without obligation and approximate, and apply only to the Other Party for whom they are intended. All orders and acceptances by the Other Party are irrevocable.

2. All images, catalogues, drawings and advice provided are nonbinding and remain the property of voestalpine Track Solutions Netherlands. It is the Other Party’s responsibility that they are not copied or made available (or both) or submitted for inspection to third parties. Voestalpine Track Solutions Netherlands is not obliged to provide detail drawings.

3. Weights, dimensions, capacities, prices, returns and other data included in catalogues, prospectuses, circulars, advertisements, images, price lists, and other descriptions are indications.

4. If before the formation of a contract voestalpine Track Solutions Netherlands shows or provides samples or test results, their significance for the capacity, quality etc. of the corresponding goods to be supplied is considered to be strictly indicative.

5. All offers are valid for 60 days unless stated otherwise.

6. Oral undertakings given by and arrangements made with voestalpine Track Solutions Netherlands employees bind voestalpine Track Solutions Netherlands only if and to the extent that they are confirmed in writing by voestalpine Track Solutions Netherlands.

ARTICLE 3 - AGREEMENT

1. Except for what is set out below, voestalpine Track Solutions Netherlands is bound only if it has accepted in writing that which was agreed or if it has started the implementation of the agreed service or delivery, whereby the singular of the latter two nouns includes the plural. Moreover, voestalpine Track Solutions Netherlands is bound only by what it has accepted in writing. The written acceptance by voestalpine Track Solutions Netherlands is considered to reflect the agreement correctly and entirely, unless the Other Party objected to it immediately and in writing.

2. Any subsequent additional agreements or amendments bind voestalpine Track Solutions Netherlands only if they were confirmed in writing by voestalpine Track Solutions Netherlands. In this case, the remaining provisions remain unimpaired. Lost profits incurred as a result of an addition or amendment to the agreement made on the request of the Other Party, must be compensated by the Other Party to Voestalpine Track Solutions Netherlands.

3. If the Other Party cancels a delivery or part of it, it is liable for all costs arising from it, however named, and it must compensate voestalpine Track Solutions for the lost revenue. In this connection, it can be established with certainty that cancellation charges are payable if a delivery or partial delivery is cancelled within two business days of delivery.

4. All agreements entered into by voestalpine Track Solutions Netherlands are subject to the Other Party being identified as creditworthy, as established to the satisfaction of voestalpine Track Solutions Netherlands. At all times, voestalpine Track Solutions Netherlands is entitled to require a bank guarantee or other security to the amount of either the offer or the agreed invoice amount, or to require payment in advance; and to suspend performance of the agreement until the security requested is given or the payment is received.

5. Voestalpine Track Solutions Netherlands reserves the right to amend or supplement (or both) these Standard Terms and Conditions of Sale and Delivery at any time. If the amendments can be considered as more than a small nonsubstantial amendment, voestalpine Track Solutions Netherlands will inform the Other Party of this in good time.

6. The Standard Terms and Conditions Rail Transport dated 12 June 2009, which can be consulted under number 2037B at the Chamber of Commerce for Gooi-, Eem- en Flevoland, apply mutatis mutandis to all transport contracts with voestalpine Track Solutions Netherlands, all on-call contracts arising from them, and all legal acts and acts without an intended legal effect performed in the execution of these contracts, in so far as they are not derogated from explicitly and in writing by voestalpine Track Solutions Netherlands and the Other Party.

7. The Other Party is considered to know voestalpine’s Code of Conduct and to commit to it. The Code of Conduct can be inspected here.

ARTICLE 4 - PRICES

1. Unless agreed otherwise, voestalpine Track Solutions Netherlands prices are:

·         based on delivery ex works under Incoterms 2020: ex company, warehouse or other storage facility of voestalpine Track Solutions Netherlands;

·         exclusive of VAT, import duties, other taxes, levies and charges;

·         exclusive of a work train, wagon rental and other rail or road (or both) transport or delivery costs (or both);

·         exclusive of packaging and insurance costs;

·         stated in Dutch currency, allowing for the charging on of any exchange rate fluctuations and other factors that are the logical consequence of entering into an agreement outside of the EU and that may impact prices;

·         subject to errors, clerical or otherwise.

2. Rail transport costs and special road transport costs (dependent on for instance time, location, duration) are invoiced separately.

3. In the event of a considerable increase of one or more cost price factors, voestalpine Track Solutions Netherlands is entitled to increase the order price accordingly, with due observance of the existing statutory regulations, if any; provided that known future price rises are announced when the order is confirmed.

4. Unless agreed otherwise, the Other Party must return packaging intended for reuse as soon as possible to an address specified by voestalpine Track Solutions Netherlands, failing which voestalpine Track Solutions Netherlands will charge the packaging costs.

5. Return prices: voestalpine Track Solutions Netherlands is never obliged to accept the return of goods ordered by the Other Party. Is entitled to charge a return price below the price for which the goods were sold to the Other Party, unless explicitly other wise agreed in writing. Voestalpine Track Solutions Netherlands accepts the return of goods only if they are in conformity with the specifications and have been delivered to the Other Party no more than three months after the return date.

ARTICLE 5 - QUALITY

1. Unless stated otherwise, all articles comply with the ProRail specifications, insofar as these were reasonably communicated to voestalpine Track Solutions Netherlands. For applications outside of the rail infrastructure managed by ProRail, other rail infra products may also be delivered.

2. Voestalpine Track Solutions Netherlands supplies products in conformity with the technical specifications issued by ProRail (SPCs) and states them in the overview of product certificates that is sent together with the order confirmation.

ARTICLE 6 - TRANSPORT AND RISK

1. Unless agreed otherwise, the mode of transport, shipping, packaging etc. are determined by voestalpine Track Solutions Netherlands. Any specific wishes of the Other Party regarding transport, shipping or packaging are carried out only if the Other Party confirmed it will pay any additional costs involved.

2. The risk and costs of loading or unloading (or both) will be at the expense and responsibility of the Other Party, unless it was agreed in writing that voestalpine Track Solutions Netherlands takes care of loading or unloading (or both). If it is agreed in writing that voestalpine Track Solutions Netherlands takes care of loading or unloading (or both), the risk of the goods to be delivered passes on to the Other Party from the moment that the goods are considered delivered, as provided in Article 7(4), without prejudice to the provisions of Article 11 of these Standard Terms and Conditions.

3. If delivery takes place at one or more specific locations where stricter rules apply pursuant to special regulations, the Other Party must see to the correct observance thereof at its own expense and risk.

ARTICLE 7 - DELIVERY

1. A delivery is always accompanied by a fully completed packing slip. If this is not possible, the packing slip is appended to the waybill and handed to the driver.

2. Voestalpine Track Solutions Netherlands carries out the delivery in conformity with what was agreed, and if nothing was agreed, voestalpine Track Solutions Netherlands is entitled to perform the work at its own discretion, whether or not by engaging others and whether or not in consignments. Voestalpine Track Solutions Netherlands endeavours to perform the work with due care.

3. Voestalpine Track Solutions Netherlands is entitled to deliver in consignments (partial deliveries), which may be invoiced by voestalpine Track Solutions Netherlands separately. For the purpose of these Standard Terms and Conditions, each partial delivery is considered an independent delivery.

4. Delivery of the goods occurs as soon as voestalpine Track Solutions Netherlands actually delivers the goods at the agreed destination or makes them available to a representative of the Other Party who checks the delivery for number and visible defects. If the Other Party chooses not to be present at the delivery, delivery is considered to be complete and undamaged.

5. Notification of delivery time is always approximate unless agreed otherwise, explicitly and in writing. Failure to meet delivery dates does not entitle the Other Party to supplementary or alternative compensation, or to noncompliance by the Other Party to any obligation arising from the agreement. Deviation from a delivery date or location (or both) that were explicitly agreed in writing is possible only in consultation voestalpine Track Solutions Netherlands. Any additional costs are charged on to the Other Party. Voestalpine Track Solutions Netherlands coordinates the time of delivery with the Other Party no later than on the day of delivery. The time is an outline (morning or afternoon) and depends on the progress of the run. If at the request of the Other Party delivery occurs at a specific time, any additional costs arising from it are charged on to the Other Party.

6. If for whatever reason the Other Party cannot or does not want to receive the goods, voestalpine Track Solutions Netherlands is entitled to store the goods in its warehouse or elsewhere at the Other Party’s expense and risk, including the risk of quality decrease. Transport and other costs relating to this are also charged on to the Other Party.

7. If a final delivery date is agreed and the Other Party wishes changes or additions to the order, voestalpine Track Solutions Netherlands will inform the Other Party about the consequences of those changes or additions (or both) for the final delivery date.

ARTICLE 8 - TERMINATION

1. The Other Party is not permitted to terminate unilaterally an agreement of whatever nature entered into with voestalpine Track Solutions Netherlands.

2. If an agreement is terminated, voestalpine Track Solutions Netherlands is entitled to charge to the Other Party all loss, including consequential loss, suffered by voestalpine Track Solutions Netherlands as a result, but in any case 10% of the invoice amount for the total delivery.

3. Voestalpine Track Solutions Netherlands is entitled to terminate an agreement with immediate effect, in whole or in part, without being obliged to pay damages and without prejudice to the provisions of paragraph 2 of this Article, by giving notice in writing to the Other Party, if:

a. the Other Party has been granted a suspension of payments; or the Other Party’s bankruptcy has been filed for; the Other Party assigns its assets; its company is wound up or its business operations are discontinued; or if its assets are attached, in whole or in part;

b. the Other Party discontinues business operations or transfers the company, or an important part of it, including incorporating its activities in either a company to be formed or an existing one; or changes the objects of its company;

c. the Other Party acts or has acted in contravention of the law and performance or correction are no longer possible; this includes situations where the Other Party fails to pay an invoice or a part thereof within the applicable term after proper notice of default by voestalpine Track Solutions Netherlands;

d. the Other Party repeatedly failed to fulfil its obligations to the extent that continuation of the agreement can no longer reasonably be requested of voestalpine Track Solutions Netherlands.

ARTICLE 9 - WARRANTY

1. Subject to the restrictions set out below, voestalpine Track Solutions Netherlands offers a 12-month warranty on the goods it delivers. This warranty is limited to factory errors and does not cover malfunction originating in any way from wear and tear or use of the parts in question of the good delivered.

2. The warranty lapses if the Other Party or any third parties engaged by it (or both) use the good delivered incompetently. Incompetent use exists in any case, but not exclusively, if the work instructions made available were not followed correctly, or if there were unforeseen operating conditions such as excess use or lack of maintenance.

3. The warranty also lapses if the Other Party or any third parties engaged by it (or both) carry out work or implement changes to the good delivered.

4. Reliance on a warranty provision succeeds only if sufficient visual evidence of the good delivered is sent in together with the request under a warranty provision. If work instructions form part of the item delivered, or prescribed by the Other Party’s client, the Other Party must substantiate sufficiently and if possible prove by means of visual evidence or documents that these work instructions were complied with in good time and correctly.

5. Reliance by the Other Party on a warranty provision offered by voestalpine Track Solutions Netherlands does not suspend the Other Party’s payment obligation.

ARTIKEL 10 - LIABILITY

1. Unless mandatory statutory provisions dictate otherwise, voestalpine Track Solutions Netherlands cannot be held liable, irrespective of the legal basis, for any loss caused by voestalpine Track Solutions Netherlands that is considered less than gross negligence or consequential loss (particularly as a consequence of interruptions of production or other activities); lost profits; loss of savings; loss of interest/loss of income and purely financial loss. Moreover, voestalpine Track Solutions Netherlands can only be held liable if it is declared in default properly and in writing.

2. In all cases in which voestalpine Track Solutions Netherlands is obliged to pay damages, these are limited to no more than 100% of the invoice amount for the loss-causing delivery, or, if this is applicable and at the discretion of voestalpine Track Solutions Netherlands, to that part of the invoice amount as a result of which or in relation to which the loss was caused (exclusive of VAT and any surcharges for shipping, packaging and customs fees).

3. Under no circumstances is voestalpine Track Solutions Netherlands liable if:

a. the instructions or advice provided by voestalpine Track Solutions Netherlands regarding storage or use (or both) were not followed exactly;

b. the goods delivered were used incompetently or not in accordance with the agreed or usual purpose;

c. the Other Party fails to fulfil any obligation arising from the underlying agreement to voestalpine Track Solutions Netherlands, or fails to fulfil it properly or in good time;

d. the goods delivered are damaged as a result of external causes such as rain, water, heat, fire, etc.;

e. repairs or alterations to the goods delivered are made by the Other Party without prior written permission of voestalpine Track Solutions Netherlands;

f. the damage or the cause of the damage occurs after taking delivery of the product and beyond the control of voestalpine Track Solutions Netherlands.

4. In any event, the Other Party is obliged to compensate voestalpine Track Solutions Netherlands and to indemnify it against third-party claims if a third party suffered damage to the goods delivered in whatever way.

5. If the Other Party has committed to ProRail, or planned to commit to a certain ECI that the services or deliveries (or both) of voestalpine Track Solutions Netherlands come under, the Other Party is obliged to report this when it requests an offer, when it places consecutive purchase orders, and in its other communications in relation to the delivery in question, and to provide voestalpine Track Solutions Netherlands with all relevant information about this. Voestalpine Track Solutions Netherlands is explicitly not liable for any financial consequences if voestalpine Track Solutions Netherlands was not informed timely and clearly about the Other Party’s commitment to a specific ECI. If voestalpine Track Solutions Netherlands was not informed about a specific ECI, it is at liberty to select at its own discretion the manufacturer, supplier and corresponding logistic set-up, and it is also at liberty to switch, without giving reasons or prior notice, the supplier or manufacturer (or both) specified between the offer and the order or at any other time during its execution if according to voestalpine Track Solutions Netherlands this is conducive to the delivery.

ARTICLE 11 - COMPLAINTS

1. At delivery, the Other Party is obliged to check products delivered and their packaging immediately for shortages or damage (or both), or to have this inspection carried out immediately when voestalpine Track Solutions Netherlands reports that the goods are put at the Other Party’s disposal. Shortages, damage or defects to the goods delivered or to their packaging (or both) found at delivery must be stated by the Other Party on the packing slip, the invoice or the transport documents.

2. Voestalpine Track Solutions Netherlands will handle complaints only if they are brought to its attention, directly and in writing, within 5 days after delivery of the performance, specifying the nature and grounds of the complaint. After the expiry of this term, the Other Party is considered to have accepted the performance delivered. Handled by voestalpine Track Solutions Netherlands. In any case, performance by voestalpine Track Solutions Netherlands is considered to be sound if the product delivered or a part of it has been put to use by or for the Other Party, is adapted, processed or delivered to a third party, except if the Other Party has observed the complaints procedure correctly.

3. If the complaint is considered well-founded by voestalpine Track Solutions Netherlands, voestalpine Track Solutions Netherlands is obliged to remedy the breach; the Other Party is not entitled to damages. Voestalpine Track Solutions Netherlands determines how it will remedy the breach.

4. Only if and to the extent that the complaint is considered well-founded by voestalpine Track Solutions Netherlands, does this suspend the Other Party’s payment obligation, or at least payment of that part of the invoice that pertains to the complaint, until the time that the complaint is settled.

ARTICLE 12 - FORCE MAJEURE

1. Voestalpine Track Solutions Netherlands is not liable for any damage and is entitled to invoke force majeure if performance of the agreement is prevented or made difficult, in whole or in part, whether temporarily or not, by circumstances that are beyond the reasonable control of voestalpine Track Solutions Netherlands, including but not restricted to: business embargos, strikes, selective strikes, instances of work-to-rule, Rail Traffic Control industrial action, delayed or defective deliveries to voestalpine Track Solutions Netherlands of parts, goods or services ordered from third parties, import and export restrictions, transport failures (including power outages or low water levels) company failures, extreme weather, government measures to combat a pandemic and diminished capacity due to sickness absence during a pandemic.

2. If in the opinion of voestalpine Track Solutions Netherlands the force majeure is of a temporary nature, voestalpine Track Solutions Netherlands’ obligations are suspended until the circumstance resulting in force majeure no longer exists.

3. If in the opinion of voestalpine Track Solutions Netherlands the force majeure is of a permanent nature, the parties can come to an arrangement about terminating the agreement and its consequences.

4. Voestalpine Track Solutions Netherlands is entitled to demand payment for the activities performed in the execution of the agreement before the situation causing the force majeure occurred.

5. If voestalpine Track Solutions Netherlands believes that it has been or will be affected by force majeure it must inform the Other Party immediately and in writing.

ARTICLE 13 - PAYMENTS

1. The invoice must be paid within 30 days after the invoice date without reduction or setoff. The value day stated in the bank/giro statements of voestalpine Track Solutions Netherlands is determinative for the receipt and is therefore considered the date of receipt of the payment.

2. All payments made by the Other Party will in the first instance serve to settle any outstanding interest and collection costs incurred by voestalpine Track Solutions Netherlands and then to settle the oldest outstanding invoices.

3. Complaints about invoices must be made in writing and within 10 days after the invoice date. Invoices that have not been protested against within this term are considered to have been accepted by the Other Party.

4. If one or more circumstances provided for in Article 8(3) exist, all the Other Party’s obligations become immediately due, without prejudice to voestalpine Track Solutions Netherlands’ right to damages, costs and interest

ARTICLE 14 - INTEREST AND COSTS

1. If payment was not made within the term specified in the previous article, the Other Party is in default by operation of law, and the statutory commercial interest rate pursuant to Article 6:119 (a) DCC is due from the invoice date until the date on which payment is made in full, part of a month counting as a full month.

2. All judicial and extrajudicial costs incurred are for the account of the Other Party. Extrajudicial collection costs amount to at least 15% of the amount owed by the Other Party including the said interest.

3. Unless agreed otherwise, voestalpine Track Solutions Netherlands is entitled to charge for any goods not taken by the Other Party on the agreed delivery date, provided that voestalpine Track Solutions Netherlands gave proper notice of default.

ARTICLE 15 - RETENTION OF TITLE

1. All items delivered remain the property of voestalpine Track Solutions Netherlands until payment in full has been obtained including any interests and costs incurred. Termination of the agreement and taking back of goods delivered leaves intact voestalpine Track Solutions Netherlands’ right to compensation for loss or damage.

2. The goods may be sold on or used by the Other Party as part of its normal business activities, but they are not allowed to be given as collateral or serve as security for a third-party claim.

ARTICLE 16 - WEB SHOP USAGE RULES

1. This Article applies to all web shop users. Visitors of the web shop are referred to here as web shop users. The web shop user guarantees that all its user account actions are legally valid and performed on behalf of the entity granting it authorization, i.e. the actual Other Party.

2. Voestalpine Track Solutions Netherlands makes every effort to ensure that the data on the website is correct, but cannot guarantee this.

3. The web shop user accepts that orders places through the website are binding to the Other Party. The order is binding towards voestalpine Track Solutions Netherlands only if the Other Party has received confirmation of the order. In this context, confirmation of receipt of the order is NOT an order confirmation.

4. The web shop user is not allowed to download, copy etc. any data from the web shop outside the scope of what the web shop is intended for.

5. The Other Party guarantees that the data of its web shop users and their user accounts are correct, and is liable for both direct and indirect loss arising from the availability of incorrect data or data of the Other Party or its web shop users, or both, that were altered but not passed on immediately to voestalpine Track Solutions Netherlands.

6. The Other Party and its web shop users guarantee that they will handle their account information with care and never pass them to third parties without voestalpine Track Solutions Netherlands’ permission. Besides, the Other Party sees to it that only one user account and login is made available per registered web shop user.

7. The Other Party guarantees that it is a professional party and that it has knowledge of the properties of rail infra products. If our rail infra products are used for other purposes than rail infra, voestalpine Track Solutions Netherlands does not accept any liability however named and in whatever form, including personal injury arising from the Other Party’s ignorance of the properties of the rail infra products ordered.

8. Unless agreed otherwise, all other conditions of these Standard Terms are also applicable to the web shop.

ARTICLE 17 - PRIVACY STATEMENT

Voestalpine Track Solutions Netherlands BV may process the personal details of amongst others, but not confined to, its buyers, suppliers, and its website users. Voestalpine Track Solutions Netherlands declares its Privacyverklaring applicable mutatis mutandis. It can be found here. Voestalpine Track Solutions Netherlands respects the privacy of all its relations and contact persons, and sees to it that personal details are handled confidentially. Your data is used for the purpose of carrying out services and orders as soon and as efficiently as possible.

ARTICLE 18 - NO RE-EXPORT TO RUSSIA

1. The Other Party shall not sell, export or re-export, directly or indirectly, to the Russian Federation or for use in the Russian Federation any goods supplied under or in connection with this Agreement, any offer, purchase agreement, order confirmation, or other related document if these goods fall under the scope of Article 12g of Council Regulation (EU) No. 833/2014 (most up-to-date version). A range of electrical materials fall within the scope of Article 12g referred to above.

2. The Other Party shall undertake its best efforts to ensure that the purpose of paragraph (1) is not frustrated by any third parties further down the commercial chain, including by possible resellers.

3. The Other Party shall set up and maintain an adequate monitoring mechanism to detect conduct by any third parties further down the commercial chain, including by possible resellers, that would frustrate the purpose of paragraph (1).

4. Any violation of paragraphs (1), (2) or (3) shall constitute a material breach of an essential element of this Agreement, and voestalpine Track Solutions Netherlands shall be entitled to seek appropriate remedies, including, but not limited to:

(i) i) termination of this Agreement; and
(ii) a penalty of 200% of the total value of this Agreement or price of the goods exported, whichever is higher.
5. The Other Party shall immediately inform voestalpine Track Solutions Netherlands about any problems in applying paragraphs (1), (2) or (3), including any relevant activities by third parties that could frustrate the purpose of paragraph (1). The Other Party shall make available to voestalpine Track Solutions Netherlands information concerning compliance with the obligations under paragraphs (1), (2), and (3) within two weeks of the simple request of such information.

ARTICLE 19 - APPLICABLE LAW

Any agreement between the Other Party and voestalpine Track Solutions Netherlands is exclusively governed by Dutch law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

ARTICLE 20 - DISPUTES

All disputes - including those considered a dispute by only one of the parties – either arising from or in connection with the substance, interpretation, or performance of the Agreement and to which these Standard Terms and Conditions apply, or arising from or in connection to these Standard Terms and Conditions themselves, both in a factual or a legal sense, shall be settled by the competent Court of the Central Netherlands [Rechtbank Midden-Nederland].