General Terms and Conditions of Sale and Delivery Tiptel b.v.
Article 1 Application
These terms and conditions apply to all transactions on supply of goods of Tiptel b.v., Chamber of Commerce, Lelystad no 39053831, hereinafter referred to as "Tiptel" and on all other agreements and related negotiations, quotes, order confirmations and deliveries concluded with Tiptel. Deviations from these terms and conditions may only be made in writing. Tiptel hereby expressly disclaims the applicability of the General Terms and Conditions maintained by the other party.
Article 2 Establishment
a. Binding agreements are established first and only after these have been confirmed in writing by Tiptel.
b. Orders may only be subsequently amended or cancelled with the written consent of Tiptel, under reimbursement of expenses incurred. Tiptel retains the unlimited intellectual property and copyright in respect of technical documentation, drawings, design and models; they may only be made accessible to third parties after prior written consent. Additional agreements and special guarantees shall apply only if these are confirmed in writing by Tiptel.
c. Tiptel reserves the right to refuse orders without giving reasons, or to deliver cash on delivery.
d. The complaints/claims in respect of any breach by Tiptel of its contractual obligations shall be dealt with only if communicated by means of a written notification by the purchaser within 8 days of discovery. Failure to meet this deadline shall result in the lapse of the complaint/claim.
Article 3 Prices
a. The prices are ex location (Almere) of Tiptel excluding shipping or transport costs. Any installation costs, fitting costs and other costs incurred in connection with the delivery are not included in the price.
b. Benelux deliveries for consignments of less than the franco minimum of € 750 an amount of € 9,95 for administration and freight costs shall be charged. Deliveries outsite the Benelux are in consultation.
c. Unless otherwise agreed, payment shall be made within 30 days of the invoice date, without setoff.
d. If the purchaser fails to pay within this prescribed period, the purchaser shall be automatically in default under law and shall be liable to pay an interest of 1.5% of the invoiced amount for each month that the purchaser remains in default of payment. For calculation of the interest part of the month counts as a whole month. The extrajudicial collection costs will be reimbursed by the purchaser in accordance with to the collection rates of the Dutch Order of Lawyers, with a minimum of € 115.
Article 4 Retention of title
a. Tiptel retains ownership of the goods until all obligations due by purchaser, for any goods supplied or to be supplied and tasks executed pursuant to agreements, and all claims in respect of failure of the purchaser to comply with such agreements, have been paid to her. As long as the goods belong to Tiptel, the purchaser may only have access to them in the normal course of business; however, these items may not be given as collateral and may not serve as security for any third party claim.
b. As security for correct payment of all its claims, Tiptel shall receive a possessory pledge, on the emergence of the claim, on all the items in which the goods delivered by Tiptel are processed, or of which they are part. The order signed by the purchaser and the subsequent delivery by Tiptel shall be regarded as a private deed pursuant to the Law.
Article 5 Delivery Time
a. The delivery times agreed with Tiptel are considered an indication and not as a deadline. Tiptel is authorized to deliver parts which may be invoiced separately.
b. Should Tiptel exceed the specified delivery times, for whatever reason, this at no time gives the purchaser the right to compensation or the right to non-fulfilment of any of its obligations under the relevant agreement or a related agreement.
Article 6 Delivery
a. Unless otherwise agreed in writing, delivery occurs ex location Tiptel. From the moment of delivery, all risk of loss, destruction, damage, etc., whatever the cause, transfers to the purchaser.
b. If the purchaser refuses to take receipt of the goods at the time of delivery and cannot prove that he has cancelled the order in writing prior to the delivery time of the goods, Tiptel has the right to charge € 50. Returns and the replacement of goods require prior consent of Tiptel. Furthermore, if in the above situation it appears that the goods have been returned to Tiptel in damaged and/or not in original packaging, Tiptel also has the right to a credit of up to 90% of the invoice value.
c. Tiptel shall determine the method of transport, shipping, packaging and such like. Shipping/transport of goods is at all times for the account and risk of the purchaser. Tiptel is only required to take out (transport) insurance if and in so far as Tiptel has committed to do so in writing.
Article 7 Guarantee
a. Subject to the following restrictions, Tiptel shall only provide such guarantee on the goods it delivers, as the guarantees provided to Tiptel by the respective supplier. This guarantee is limited to any manufacturing flaws that occur and thus includes no faults whose cause is due to any form of wear and tear or expendable components of the goods delivered.
b. If the goods supplied by Tiptel are manufactured by Tiptel itself, then Tiptel shall provide a guarantee of twelve months starting from the day of delivery. This guarantee only includes repairs to be carried out during business hours and/or replacement of parts that display manufacturing defects during the guarantee period
c. The guarantee does not apply if the goods delivered by Tiptel are damaged due to an accident and/or other external influences, abuse, misuse, or incorrect application or as a result of a service or adjustment not carried out by Tiptel or a by Tiptel approved supplier and also if purchaser has not met its obligations to Tiptel. In such cases, Tiptel reserves the right to charge for relevant investigation costs.
d. No guarantee is given on services rendered by Tiptel, at the request of the purchaser and/or third party, consisting of the installation of the goods supplied by Tiptel.
e. Under penalty of forfeiture of any guarantee or liability, the purchaser must inform Tiptel within eight days of the discovery of any defects in the goods. The purchaser is not entitled to postpone payment or to refuse to pay on the grounds of a guarantee claim.
f. These guarantee conditions are supplementary to the Tiptel service, support and guarantee program.
Article 8 Liability
a. Except for the guarantee obligation referred to in Article 7, Tiptel is not liable for damages due to any cause, to the purchaser or third parties, arising in connection with the goods supplied and/or services rendered by Tiptel, unless the damage is deliberate or due to gross negligence of Tiptel and/or her staff.
b. At no time is Tiptel liable for indirect damage, such as but not limited to, inter alia, damage relating to loss of profits as a result of improper functioning of the goods and/or for any other consequential damages.
c. Tiptel is at no time required to compensate for damages of an amount higher than the nominal invoice value of the services for which compensation is claimed.
Article 9 Dissolution
a. If the other party does not meet, or inadequately meets or fails to meet in good time, any obligation arising from the agreement, also in case of bankruptcy, suspension of payment or receivership of the purchaser or cessation of its business, all its obligations shall be immediately due and Tiptel is entitled, at its own discretion, without any obligation to pay compensation and without prejudice to its other rights, to dissolve the agreement in whole or in part, or to suspend (further) execution of the agreement
Article 10 Force Majeure
a. During force majeure supply and other obligations of Tiptel shall be suspended. If, due to force majeure, the period in which Tiptel is unable to fulfil its obligations lasts longer than 3 months, the parties are entitled to terminate the agreement without judicial intervention, and in that case, without any obligation to compensate for any damage.
b. If Tiptel at the onset of the force majeure has already partially fulfilled its obligations, Tiptel is entitled to charge the part already delivered separately and the purchaser is bound to settle this invoice as if it were a separate contract.
Article 11 Applicable law
All quotations, order confirmations, agreements and their implementation are subject to Dutch law. All disputes shall be resolved exclusively by the competent Dutch court.
Article 12 Final provisions
a. These General Terms and Conditions are aimed at a reasonable regulation of the legal relationship between Tiptel and the purchaser. In so far as circumstances arise in which these terms and conditions, or any provision thereof, may lead to an unreasonable outcome, these conditions shall, to that extent, miss application. Purchasing and other conditions, which are declared applicable by the purchaser, shall not bind Tiptel, unless this has been accepted in writing by Tiptel.
b. Tiptel is entitled to change these General Terms and Conditions of Sale and Delivery from time to time.