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Conditions of sale

General conditions of sale, hire and delivery M.I.C. Europe B.V. Established at (7544RT) Enschede, De Reulver 103 Registration number Chamber of Commerce: 08148923 Version September 2020.

Article 1. Applicability

  1. These conditions apply to all agreements, quotations, offers or activities entered into, issued, executed or to be executed by M.I.C. Europe B.V. (hereinafter referred to as “MIC Europe”), unless otherwise agreed in writing.
  2. Acceptance of an offer made by MIC Europe expressly implies the applicability of these general conditions, whereby the other party (hereinafter: “Customer”) of MIC Europe renounces any applicability of its own conditions. Deviating behaviour or use in the past can never lead to the exclusion of (the provisions of) these General Terms and Conditions.
  3. The Customer with whom a contract has once been concluded on the basis of these General Terms and Conditions shall be deemed to have tacitly agreed to the applicability of these terms and conditions to contracts (orders) subsequently concluded with MIC Europe.
  4. The possible inapplicability of (part of) a provision or provisions from these general terms and conditions shall not affect the applicability of the remaining provisions.

Article 2. Offer

  1. MIC Europe is specialized in the (biological) control of MIC (microbial corrosion) in pipes and ducts of sprinkler systems, central heating systems and district heating. The presence of MIC can be determined by means of a test (BART), which can be performed by the Customer itself. Upon Customer’s request, MIC Europe can perform a further inspection without obligation. Based on the results, MIC Europe may make an offer for cleaning, bio-static coating and a six-monthly maintenance program. In addition, MIC Europe sells and rents out various equipment to combat and/or prevent MIC. All offers made by MIC Europe are without obligation unless expressly indicated otherwise in writing by MIC Europe and are valid for thirty days after the offer is made.
  2. All offers are based on the data, drawings, etc. provided at the time of any application.
  3. The prices quoted are in euros and exclusive of turnover tax and any shipping costs, unless expressly stated otherwise.


  1. In the case of composite price quotes, there is no obligation to deliver a part at a corresponding part of the total price.
  2. Price quotations, with or without specified hourly rates, are always made on the basis of the prices and hourly rates applicable at the time of the offer. If after the date of the quotation but before written acceptance one or more of the cost price factors undergoes an increase – even as a result of foreseeable factors – MIC Europe shall be entitled to increase the price offered or the proposed hourly rate on the basis of this price development.
  3. All offers, unless expressly stated otherwise, are based on execution of the work under normal circumstances and during normal working hours.

Article 3. Acceptance

  1. Written acceptance by the Customer of a quotation and/or offer from MIC Europe shall mean that a contract between MIC Europe and the Customer has been concluded including these applicable General Terms and Conditions. If the relationship between MIC Europe and the Customer is of a lasting nature, the acts which are customary between the parties shall also be deemed acceptance.
  2. MIC Europe may increase the agreed prices binding on the Customer. If MIC Europe increases the prices within three months after the contract has been concluded, the Customer shall be entitled to cancel the contract. MIC Europe shall then not be obliged to reimburse any costs and/or pay any compensation.
  3. Should the Customer change or cancel a given order for any reason whatsoever, the Customer shall be obliged to compensate MIC Europe for the damage involved, explicitly including costs already incurred and loss of profit.

Article 4. Quality and guarantee

  1. When carrying out the activities, MIC Europe may rely on the information provided to it by the Customer. Should incorrect information result in damage, MIC Europe shall not be liable for this in any case.
    Work for which MIC Europe has committed itself shall, unless expressly agreed otherwise, only be performed under the supervision of MIC Europe. MIC Europe does not guarantee the quality of the work it performs if, contrary to the foregoing, the Customer has work carried out without the approval of MIC Europe.
  2. MIC Europe does not guarantee the suitability of the materials it uses if the Customer explicitly and imperatively specifies the materials to be used.
  3. Warranty applies only to new piping material; read water-bearing and treated with MIC Guard. It does not apply to the construction or the materials used to suspend the pipework from the roof, walls, steel structure or similar. Neither can MIC Europe guarantee that the treated piping system will be permanently free from MIC contamination and related (well) corrosion, unless MIC Europe and the Customer have agreed on a six-monthly maintenance programme. Guarantee shall be given in writing upon Customer’s request whereby the period, counting from the date of delivery, shall be determined by MIC Europe depending on the nature and scope of the work and whether the semi-annual maintenance program has been opted for. The guarantee shall not apply to existing piping. Corrosion processes in existing piping can be at various stages of development. In the case of existing systems, treatment with MIC Guard may be chosen to stabilize (consolidate existing corrosion processes) a system after renovation and/or because of the control of health-damaging bacterial groups that develop in the stagnant water of sprinkler systems. After renovation and consolidation of existing systems, weakened points due to pitting corrosion that has already occurred may still cause leakage at some later time.
  4. Warranty does not apply to fidelity of the results of a (BART) test performed by MIC Europe and subsequent follow-up test(s). MIC Europe does guarantee that these tests are performed with the greatest care.
  5. The warranty is voided if:
    • – The Customer fails to comply with its obligations under the agreement in whole or in part-


  • – The Customer wishes to deviate from the agreement concluded between the parties;
  • – work is carried out by third parties without the permission of MIC Europe

have been performed directly in connection with MIC Europe’s work, either at the time of MIC Europe’s performance of the work, or before or after its completion.

Article 5. Execution of work

  1. MIC Europe is obliged to carry out the work properly and soundly and in accordance with the provisions (both in spirit and in substance) of the contract. When carrying out the work, it shall observe the rules and regulations applicable to it, as they are or will be in force at the time of carrying out the work.
  2. In the case of best efforts obligations, all costs shall be borne by the Customer, even if MIC Europe’s work has had no or insufficient results.
  3. The Customer shall ensure that MIC Europe can actually commence and complete the work in accordance with the contract. Should MIC Europe be required to carry out any work other than that contractually agreed upon in order to enable it to commence or continue its work, then MIC

Europe shall be entitled to charge the Customer for the additional costs involved.

Article 6. Liability

  1. MIC Europe shall not be liable towards the Customer for consequential damage, which shall be understood to mean, amongst other things, trading loss, stagnation damage and loss of profit, as well as damage caused by auxiliary persons, engaged by MIC Europe or by third parties, even in the event of intent or conscious recklessness and finally for damage suffered by the Customer as a result of claims from third parties, including staff of the Customer.
  2. MIC Europe is not obliged to provide a warranty that goes beyond the warranty provided to MIC Europe by the supplier of the goods and raw materials delivered. MIC Europe is not obliged to provide a warranty that goes beyond the warranty provided to MIC Europe by the supplier of the goods and raw materials delivered.
  3. If the damage concerned is covered by insurance, MIC Europe’s liability shall be limited to the amount to be received under such insurance. If the damage concerned is covered by insurance, MIC Europe’s liability shall be limited to the amount to be received under such insurance.
  4. The liability of MIC Europe shall in all cases be limited to the contract price of the order concerned.

Article 7. Force Majeure.

  1. If before or during the execution of the order it becomes apparent that (further)
    (further) performance is (temporarily) impossible for MIC Europe as a result of force majeure, MIC Europe shall be entitled, without being obliged to pay any compensation, to suspend the performance or, if the performance is not possible in the near future, to dissolve the contract and demand payment for the work already carried out.
    for the work already carried out.
  2. Force majeure shall be any circumstance outside the control of MIC Europe, as a result of which the normal execution of the assignment is prevented, including, but not limited to, hindrance or delay in/of the transport of materials, strikes (by third parties), acts of war, fire and water damage, defects in machinery, an existing or impending shortage of the product to be delivered or used, measures and/or government regulations which restrict, prevent or make impossible the work and, in general, all other events which are beyond the control and power of MIC Europe.
  3. If MIC Europe is (temporarily) unable to fulfill the contract due to the non-performance, whether attributable or not, of one or more of its suppliers, then compliance with the contract cannot reasonably be demanded and MIC Europe shall not be liable for any compensation. The Customer may only cancel the order if compliance with the contract by MIC Europe has become permanently impossible.


Article 8. Payment

  1. Payment for orders, other than regular maintenance, shall be made as follows:
    • – 50% of the agreed price upon acceptance of the offer;
    • – 50% of the agreed price at the start or the work or

Delivery of the ordered or rented items to the Customer;

  1. Payment must be made within the periods stated in the (partial) invoice,

but in any case within 30 days after dispatch of the (partial) invoice, without this giving rise to any right to deduction, discount or settlement, unless expressly agreed otherwise.

  1. Payments made by the Customer shall always serve to settle all interest and costs due and subsequently those invoices that have been outstanding the longest, even if the Customer states that the payment relates to a later invoice.
  2. If the Customer fails to pay within the agreed period, it shall be deemed to be in default by operation of law and MIC Europe shall be entitled, without any notice of default being required, to charge the Customer 1% interest per month (part of a month shall be counted as a full month) from the due date of the invoice in question on the entire amount due.
  3. All costs, both extrajudicial collection costs and litigation costs, caused by Customer’s non-payment shall be borne by Customer. The extra-judicial collection costs amount to 15% of the principal sum with a minimum of € 250. As soon as the Customer is in default, all MIC Europe’s claims against the Customer shall be immediately due and payable without reservation.

Article 9. Retention of title

  1. The goods delivered by MIC Europe to its Customer shall remain the property of MIC Europe until the Customer has paid all amounts due to MIC Europe under the contract between the parties and/or for other reasons, including interest and costs.
  2. The Customer shall store the goods delivered by MIC Europe, as long as they are the property of MIC Europe, separately and clearly identifiable and insure them against damage and theft.
  3. MIC Europe may, without any notice of default or judicial intervention, repossess and store the goods subject to the retention of title at the expense and with full participation of the Customer if (the reasonable expectation exists that):

– The Customer falls short of its obligations under the agreement or on other grounds, for example, in the case of exceeding the payment term.
– The Customer is granted suspension of payment or if the bankruptcy of the Customer is filed by itself or by a third party or is pronounced.

Article 10. Leased items

  1. Goods rented by MIC Europe to Customers shall remain the property of MIC Europe at all times.
  2. Customer declares to have received the rented object in good condition and must return the rented object to MIC Europe in the same condition. Any damage to the rented object or damage due to loss of the rented object will be fully borne by Customer. Customer is required to take care of adequate insurance.
  3. During the rental period all risks of the rented object shall be borne by Customer.
    MIC Europe shall not be liable for any damage, regardless of how it was caused, which the Customer may incur after taking delivery of the object or for any indirect damage resulting therefrom. MIC Europe shall also not be liable for any direct damage and/or injury which may be caused by the rented object to the Customer and/or third parties.

Article 11. Default and dissolution

  1. If Customer does not, not adequately or not in a timely fashion fulfil any obligation
    In the event of bankruptcy, suspension of payments, shutting down or liquidation of the Customer’s business, the Customer shall be deemed to be legally in default and MIC Europe shall be entitled, without any notice of default or legal intervention being required, to suspend the execution of the order or to dissolve the contract in whole or in part (at its option), without being liable to pay any compensation or provide any guarantee, yet without prejudice to its other rights. In such cases, any claim which MIC Europe has or will have against the Customer shall become immediately due and payable.

Article 12. Applicable law

  1. Dutch law shall apply to all offers and contracts- made or entered into by MIC Europe with the Customer.
  2. All disputes arising between MIC Europe and Customer shall be submitted exclusively to the competent court of the district court of Overijssel.
  3. MIC Europe may continue to consider the address provided by Customer as correct, unless a new address has been communicated to MIC Europe in writing by Customer.
  4. MIC Guard is a trademark registered by MIC Europe BV.