General terms and conditions
General Terms and Conditions of Delivery and Payment
In these general terms and conditions the following terms shall have the following meanings:
- "Supplier" - TTP Concepts B.V., TTP Commerciële Dienst B.V., established in Mierlo;
- "other party" - the other party bound by these general terms and conditions;
Article 1: Applicability.
These terms and conditions apply to all offers, orders, transactions and agreements - however named - (unless otherwise agreed), to which the supplier is a party, as well as to their execution in the broadest sense of the word.
Deviations from these terms and conditions shall only be binding if and insofar as the supplier has agreed to them in writing. Deviations only apply to the offer, delivery or agreement for which they were made.
General terms and conditions of the Commissioning Party shall only be binding on the Supplier after the Supplier has accepted them in writing.
Article 2: Offers.
All quotations and offers issued by the supplier are without obligation. The supplier is only bound after an offer or order originating from the other party has been accepted in writing by the supplier or this offer or order has been carried out by the supplier.
The contents of catalogues, leaflets, printed matter, etc., price lists and supplements to quotations shall not be binding on the supplier unless expressly referred to in the order confirmation.
Article 3: Agreement.
Subject to the provisions below, an agreement with the supplier shall only be concluded after the supplier has accepted or confirmed this order in writing, respectively, whereby the date of confirmation shall be decisive. The order confirmation is deemed to correctly reflect the agreement unless the other party has immediately protested against it in writing.
Any additional agreements or changes made at a later date shall only be binding on the supplier if these have been confirmed by the supplier in writing.
For agreements for which, in view of their nature and scope, no offer or order confirmation is sent, the invoice is deemed to accurately and completely reflect the agreement, subject to a complaint within eight days of the invoice date.
If the content of the offer and the content of the order confirmation do not correspond, the order confirmation shall be the only binding document.
Article 4: Prices.
Prices and conditions relating to (carriage paid) deliveries from the supplier can be found in the price list, the catalogue or the quotation.
Unless otherwise stated (in the price list, the catalogue or the quotation), the prices relating to deliveries are from the supplier:
- exclusive of VAT, import duties, other taxes, levies and duties;
- including the costs of packaging, loading and unloading and insurance;
- stated in euro, any exchange rate changes will be passed on.
If and insofar as the period between the date of the order confirmation and the delivery exceeds a period of three months, the supplier shall be entitled, in the event of an increase in one or more of the cost price factors, to increase the order price accordingly, with due observance of existing statutory regulations, on the understanding that any future price increases already known must be stated in the order confirmation.
Article 5: Delivery time.
Unless otherwise agreed, delivery will be made to the address of the other party.
Indication of the delivery time is always approximate, unless explicitly agreed otherwise in writing. Specified delivery times are never to be regarded as deadlines, unless expressly agreed otherwise in writing.
The Supplier is entitled to deliver in instalments and to invoice these separately.
Exceeding the delivery time does not entitle the other party to compensation unless this has been expressly agreed in writing.
The other party will only be able to claim compensation for exceeding the delivery time in other cases if the other party has put the supplier in default in writing and the other party has granted the supplier a reasonable period to still fulfil its obligation.
The item is at the risk of the other party from delivery, even if ownership has not yet been transferred.
Consequently, the other party remains liable for the purchase price, regardless of the nullification or deterioration of the goods due to a cause that cannot be attributed to the supplier and even if acceptance by the other party takes place under his protest.
The supplier is entitled to demand advance payment by the other party and shall only be obliged to deliver after the client has paid this advance payment.
Article 6: Transport and risk.
The method of transport/dispatch shall be determined by the supplier, unless explicitly agreed otherwise.
Specific wishes of the other party regarding the transport/dispatch shall only be carried out at the expense and risk of the other party.
The other party is not entitled to refuse acceptance of the sold items or to return them, unless the supplier has agreed to this in writing. If the other party returns the items without the supplier having agreed to this in writing and the supplier takes receipt, this will always take place at the expense and risk of the other party. The shipment will be stored by the supplier at the expense and risk of the other party and kept at the disposal of the other party, without any acknowledgement of the correctness of possible complaints being derived from this.
If the other party refuses to accept the goods to be delivered, the supplier shall store these goods at the expense and risk of the other party. In that case the supplier has the right to promote the dissolution of the contract, without prejudice to his right to full compensation.
If the other party is not present between 8.00 a.m. and 5.00 p.m. to receive the goods to be delivered, the freight and administration costs shall be for the account of the other party.
Article 7: Advertising or complaints.
The other party can no longer invoke a defect in the performance if he has not protested to the supplier in writing, describing the complaint and stating the order number, within a reasonable time after he has discovered the defect or should reasonably have discovered it.
Competent time shall be understood to mean within eight days after receipt of the goods and/or completion of the work and/or termination of the services, not including a Saturday, a Sunday and generally recognised public holidays.
In order to be valid, complaints and complaints on account of defects or deviations from the specification stated or externally perceptible damage must be noted on the receipt by the other party. The supplier is not liable for deviations, which are generally accepted in the industry, under which the article in question falls, or for minor technical or unavoidable deviations, with regard to quality, colour, dimensions, volume, thickness, weight, etc.
If the other party is of the opinion that the goods delivered by the supplier do not correspond with what the supplier has sold, he must immediately inform the supplier and give him the opportunity to inspect the goods delivered. Goods already processed or resold by the other party are deemed to have been approved and accepted by him. In all cases where delivery is not carriage paid, the other party is entitled to approve the goods at his own expense prior to loading, provided he informs the supplier in good time of the intended inspection.
The other party must submit complaints about invoices to the supplier in writing within eight days of receipt, stating the invoice number and describing the complaint.
If the complaint is well-founded, the supplier will, at his discretion, either pay fair compensation up to a maximum of the invoice value of the delivered goods, to which the complaint relates, or replace the delivered goods free of charge against the return of the originally delivered goods by the other party. The supplier is not obliged to pay further compensation and to compensate indirect damage. With regard to complaints, each partial delivery is considered a separate sale.
Article 8: Liability.
The Supplier cannot in any way be held liable by the other party for damage of whatever nature and by whomsoever suffered, arising from or in connection with goods or services supplied or made available by the Supplier, unless such damage is due to the Supplier's own intent or gross negligence, including intent or gross negligence on the part of the managerial subordinates. The supplier shall only be obliged to compensate damage suffered if this damage is the result of fault on the part of the supplier and if the supplier is insured against this damage. This limitation of liability applies equally to damage to items offered to the supplier by the other party for processing, repair etc.; these items are at all times held by the supplier at the expense and risk of the other party and are not covered by any insurance taken out by the supplier.
The supplier can in no way be held liable by the other party for damage of any nature whatsoever and by whomsoever suffered, arising from or in connection with goods or services supplied or made available by the supplier, but manufactured, compounded or supplied by third parties, albeit that the supplier will, if possible, provide the other party with the necessary information to seek recourse against that third party.
The other party indemnifies the supplier against claims from third parties against whom the supplier cannot invoke the present terms and conditions.
The liability of the supplier will at all times be limited to the invoice amount charged or to be charged to the other party. If the damage for the other party exceeds the invoice amount, the other party is only entitled to compensation if and insofar as this damage is covered by insurance taken out by the supplier.
The Supplier never accepts any liability for damage arising as a result of faults in drawings, designs, materials or parts made available by the Other Party.
Article 9: Force majeure.
In the event of force majeure, the supplier shall be entitled, at its discretion and without judicial intervention, to suspend the execution of the agreement, or to dissolve the agreement in whole or in part by means of a written statement, without the supplier being obliged to pay any compensation as a result. The supplier shall only be obliged to pay damages if, in connection with a shortcoming that cannot be attributed to him, the supplier enjoys any advantage that he would not have enjoyed in the event of proper fulfilment. The compensation for damages shall not exceed the amount of the benefit enjoyed by the supplier.
For this purpose, force majeure is understood to mean any circumstance as a result of which the other party can no longer reasonably demand compliance with the agreement from the supplier, disruptions in the business or at suppliers of the supplier, breach of contract by suppliers of the supplier, transport disruptions, strikes in and outside the business of the supplier, government measures, including in any case import and export bans.
The Supplier is entitled to demand payment for the performances carried out in the execution of the agreement concerned before the force majeure circumstance has become apparent.
If the opposing party urges the supplier to do so in writing, the supplier is obliged to pronounce within fourteen days with regard to its choice as mentioned in 9.1.
Article 10: Retention of title.
The other party only becomes the owner of the goods delivered or to be delivered by the supplier under a suspensive condition.
The supplier remains the owner of all goods delivered or to be delivered by it, as long as the other party has not made the supplier's claims concerning the consideration for all these goods. If, within the framework of these purchase agreements, the supplier carries out work to be reimbursed by the other party for the benefit of the other party, the aforementioned reserved ownership applies until the other party has also paid these claims of the supplier in full.
The retention of title also applies to claims which the supplier may obtain against the other party on account of the other party's failure to fulfil one or more of his obligations towards the supplier.
The other party is not allowed to establish a pledge or a non-possessory pledge on the items delivered by the supplier as long as he has not carried out the consideration described in 10.1. If the opposing party nevertheless resells the goods, the opposing party is obliged to transfer the claim, which he has obtained in this respect, to the supplier.
With respect to the delivered goods, which have passed into the ownership of the other party by payment and are still in the hands of the other party, the supplier hereby reserves the right to establish pledges as referred to in Article 3:237 of the Dutch Civil Code as additional security for claims, other than those mentioned in Article 3:92 paragraph 2 of the Dutch Civil Code, which the supplier may still have against the other party for whatever reason.
In case the other party does not fulfil any obligation from the agreement with regard to sold goods, the other party is obliged to return the goods to the supplier on first request, without any notice of default being required, in which case the other party will be credited for the market value of the goods on the day of return.
The Supplier is authorised to enter the buildings and grounds where the goods are located in order to have its property removed.
In the event that the items are located in rooms or on premises belonging to parties other than the other party, the other party must ensure and the other party therefore makes every effort to ensure that the supplier can enter these rooms or premises unhindered at all times.
The other party is permitted to sell and transfer the goods delivered under retention of title to third parties in the normal course of business.
Activities during (provisional) suspension of payments or bankruptcy of the other party are explicitly not regarded as activities in the normal course of business.
In the event of (provisional) suspension of payment or bankruptcy of the other party, the supplier is entitled to take back the delivered goods, without any notice of default being required.
Article 11: Payment.
Unless expressly agreed otherwise, payment must be made within fourteen days of the invoice date in the manner indicated on the invoice or otherwise by the supplier.
Payment must be made in accordance with the payment conditions stated on the offer or on the order confirmation.
If, before or during the execution of an agreement, the supplier has received clear indications about insufficient or reduced creditworthiness of the other party, then the supplier is entitled not to deliver or not to deliver any further, unless at the supplier's request security has been provided to its satisfaction for the correct payment of the purchase price. An indication as referred to above is understood to include an exceeding of the payment term by the other party in respect of the agreement or in respect of other agreements with the supplier.
As long as the required security has not been provided, the supplier shall be entitled to suspend the execution of the agreement, even if a fixed delivery time has been agreed upon. If the other party refuses to provide the required security, the supplier is entitled to regard the agreement as dissolved, without prejudice to his right to compensation.
The other party waives his right to invoke set-off against the supplier.
If the other party is in default vis-à-vis the supplier with any payment obligation, the supplier is entitled to suspend the execution of the agreement and also of other current agreements until payment has been made, while the supplier can demand cash payment for further deliveries.
The full purchase price is immediately due and payable if the other party applies for a moratorium, is declared bankrupt, if his goods are seized or if his company is liquidated.
If payment has not been made within the set period, the other party will owe statutory interest on the outstanding amount. Interest over a part of the month will be calculated over a full month.
Payments made by the other party shall always be applied in the first place to settle all interest and costs owed, and in the second place to invoices that have been outstanding the longest, even if the other party states that the payment relates to a later invoice.
Article 12: Collection costs.
The Supplier is entitled to claim extrajudicial costs caused to the other party by non-payment or late payment.
Supplier will calculate the collection costs according to the collection rate of the Netherlands Bar Association, however with a minimum of € 75.
Article 13: Dissolution.
Total or partial dissolution shall take place by means of a written declaration by the person entitled to do so. The other party will only be able to dissolve the agreement by means of a written statement if he has put the supplier in default in writing and has given the supplier a reasonable period of time to still fulfil his obligations.
The other party may not claim dissolution on the grounds of a breach of an obligation in respect of which the other party itself is in default.
Article 14: Confidentiality, publications and approvals.
The other party has the following obligations:
- The other party will regard the information obtained with regard to the delivery of the supplier and that which has been agreed between the other party and the supplier as confidential and will not use it without the permission of the supplier; this does not apply to information that has come into the public domain through no fault of the other party.
- The other party does not give third parties permission or authorisation to use the name, trademark, logo, emblem or symbol of which the supplier is the (intellectual) owner or licensee or which are used by the supplier on stationery, business cards, advertisements or other printed matter, unless permission for this use has been previously given by letter from the supplier and (if applicable) the licensor;
- The other party shall make all reasonable efforts to ensure the fulfilment of these obligations by its entire staff.
This condition shall survive the termination of the agreement.
Article 15 Miscellaneous provisions.
Should the circumstances which the parties assumed at the time of the conclusion of the agreement change so significantly that one of the parties cannot reasonably be expected to comply with one or more of these terms and conditions, then consultations will take place about interim changes to the agreement.
If, in the opinion of the competent court, any provision of these terms and conditions is inapplicable or contrary to public order or the law, only the provision in question will be considered as not written and the parties will replace it with one or more provisions, which will be as close as possible to the conflicting provision(s) without being contrary to public order or the law, and these general terms and conditions will remain in full force and effect.
Article 16: Applicable law.
All agreements entered into by the other party with the supplier are subject to Dutch law, with the exception of the Vienna Sales Convention and rules of reference of a private international law nature.
The District Court of Zeeland-West Brabant has exclusive jurisdiction to hear disputes, without prejudice to the legal provisions concerning the competence of the subdistrict court and without prejudice to the competence of the supplier, if desired, to bring the dispute to the attention of the court in the other party's place of residence.
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