Terms and Conditions
GENERAL CONDITIONS OF SALE AND DELIVERY of Technotape International
REGISTERED OFFICE IN HILVERSUM
Techn-o-Parts B.V. also trading as Technotape international
These General Conditions apply to all our offers, sales agreements, orders, assignments, and ensuing deliveries and contracting work. The applicability of general conditions used by the other party is expressly rejected. We are bound by deviations from these General Conditions only if we have confirmed them in writing. The other party cannot derive rights for future transactions from any agreed deviations. The Dutch text of the General Conditions is the authentic text and takes precedence over translations of these General Conditions. In these conditions, ‘in writing’ or ‘written’ means by letter, fax, or electronic means.
2. Formation of agreements
Our offers, price lists, whether made orally or in writing, are without obligation. We are bound only after we have accepted an order and/or assignment in writing, with an invoice or written confirmation, even if we have issued a written offer or an order has been placed and paid through the webshop. We reserve the right to revoke our offer within two working days of the other party accepting it. Entering into binding agreements is reserved for management, unless the management gives express authorization. The agreement is always entered under the condition precedent that the information we gather shows in our opinion that the other party is sufficiently creditworthy. Samples, models, designs, images, documentation, and other specifications shown or provided are merely indicative and the respective item need not conform to them.
3. Intellectual property rights
We reserve all intellectual property rights to the data in our offers and/or agreements and/or the models, designs, samples, drawings, images, and/or user instructions that we provide. The intellectual property rights also apply to purchases through our webshop. We are not liable for infringements of third-party intellectual property rights, which may be committed in connection with performing an agreement between us and the other party. The other party must indemnify us against third-party claims in connection with the infringement of intellectual property rights, committed in connection with performing the agreement with us.
4. Processing of personal data and data discrepancies
Processing of Personal Data
Insofar as Personal Data are collected for performing the work, these Personal Data will be processed properly and carefully, in accordance with the Personal Data Protection Act (Wet Bescherming Persoonsgegevens) and the General Data Protection Regulation. Technical and organizational measures will be adopted to protect the Personal Data against loss or any other form of unlawful processing, taking into account the state of the art and the nature of the processing. We are not responsible for minor discrepancies between the numbers, types, sizes, quantities, colours, images, and/or other data we specify and those that actually materialise, unless this results in a substantial change to the technical and/or aesthetic design of the goods. The other party must accept the delivered goods. We are not liable for any damage resulting from such minor discrepancies. Discrepancies of less than 10 (ten) per cent will always be considered minor.
All our stated prices exclude VAT. We may pass on any change in one or more of the cost determinants, such as transport costs, the prices of raw or other materials, exchange rates, import duties, or turnover tax, which relate to the agreed performance and occur after the date of our offer or the conclusion of the agreement but before delivery, to the other party. Unless stipulated otherwise in writing, the prices of goods that we offer or sell are based on delivery ex works (EXW, Incoterms 2010) and exclude VAT, import duties, and other government-imposed levies and taxes.
6. Payment and payment method
After placing an order, the other party must always make a down payment of 100% of the purchase price. If we have waived advance payment for existing customers, at our discretion, the invoice must be paid by the due date stated on that invoice. The other party may not apply discounts, deductions, setoff, or suspension to the payment of any order. The other party’s payments will always be applied first to settle all interest and costs owed and then to the longest outstanding invoices, even if the other party states that the payment relates to a later invoice. If our other party fails to pay the amount owing on time, they must pay interest at the statutory commercial rate on the amount owing, with no need for a notice of default, from the date on which that amount becomes due and payable. If our other party fails to pay the amount owing on time, they must also pay all extrajudicial and judicial collection costs. The extrajudicial costs are determined under the Extrajudicial Collection Costs (Standards) Act (Wet normering buitengerechtelijke incassokosten; WIK) on the invoice amount, subject to a minimum of €40.00 (forty euros). Immediately on request, upon or after entering into the agreement, our other party must provide personal or collateral security, or additional personal or collateral security, for the fulfilment of their payment and other obligations towards us. If the other party refuses to provide the requested security, we may suspend our obligations and ultimately terminate all or part of the agreement, with no notice of default or judicial intervention, and notwithstanding our right to compensation for any damage we suffer.
The other party can pay through our webshop in various ways. Our payment options are bank transfer, PayPal, credit card, iDeal, Bancontact, and Sofort banking.
7. Retention of title
We claim a retention of title on all goods we deliver to the other party until the purchase price, including interest and costs, for all these goods has been paid in full. If we perform paid work for the other party under these sales agreements, this retention of title applies until the other party has also paid this work done by us in full. The retention of title also applies to any claims we may acquire against the other party due to their failure to fulfil one or more of their obligations towards us. As long as our ownership continues, our other party may not dispose of, alienate, encumber, modify, or process the goods we deliver to them. However, the other party may use or sell the goods within its normal business operations, on the understanding that we will assume the rights of the other party towards their customers until the other party has paid for the goods in full and complied with their other obligations under similar agreements with us. Insofar as necessary, the other party will transfer these rights to us in that case and we will accept that transfer. However, the other party may not dispose of the goods within their normal business operations if they have applied for a moratorium on the payment of their debts or have been declared bankrupt or put into liquidation. As long as our ownership continues, we may repossess the goods we have delivered from where they are located at the other party’s expense, with no notice of default or judicial intervention. The other party must keep the goods we have delivered under retention of title with the necessary care and recognizable as our property.
Delivery terms are agreed for each transaction. All delivery terms apply in accordance with Incoterms 2010, including the conditions. The other party must take delivery of the goods when they are made available to them in accordance with the agreement. If the other party does not take delivery of the goods, they will be in default and we may choose: (a) to transport or have the goods transported at our other party’s expense and risk, using a means of transport at our discretion, to the other party’s address, or to store the goods at our other party’s expense and risk;
(b) to declare the agreement terminated with no need for a notice of default or judicial intervention, notwithstanding our right to compensation for the damage or loss of profit suffered by us, plus statutory interest calculated from the date on which our claim becomes due and payable.
The above applies notwithstanding our other rights.
9. Delivery period
Webshop orders are usually processed within one day if placed before 3:00 PM. If the product concerned has a longer delivery period, ‘Ask for delivery period’ appears alongside the order. Our stated delivery period is always indicative and not a strict deadline. We will not be in default regarding a delivery period until the other party has given us a written notice of default, affording us the opportunity to still deliver within a reasonable period, and we fail to comply with that notice. The delivery period does not start until we have accepted an order and/or assignment in writing and our other party has provided us with all data or materials required for performing the agreement and we have received any agreed advance payment from the other party. If it appears during the performance of the agreement that there will be a delay in delivery, the delivery period will be extended by as many days as the delay has lasted. We are not liable for damage caused by late delivery, if and insofar as this late delivery is due to circumstances that are not at our expense and risk, including late or non-performance by suppliers. The other party may terminate the agreement only if the agreed delivery period has been excessively exceeded (by more than 12 weeks), unless exceeding it has been caused by force majeure. However, the other party will never be entitled to any penalty or compensation. The other party’s failure to fulfil any payment obligation, or to do so on time, suspends our delivery obligation. We reserve the right to make partial deliveries of the goods, in which case the payment conditions described below will also apply to each partial delivery.
Upon delivery, our other party must examine whether the goods conform to the agreement and, if this is not the case, report this within 24 hours of delivery. Our other party must submit any complaints about the goods we have delivered in writing within 8 (eight) days of delivery. If this concerns an externally invisible defect, our other party must submit their complaints about the goods we have delivered in writing within 8 (eight) days of discovering the defect, but in any case within 3 (three) months of delivery.
The other party must submit all complaints, stating the packing slip number or a number issued by Technotape International. Complaints about invoices must also be submitted in writing within 8 (eight) days of the invoice date. If it is not clear whether a complaint is justified, the other party bears the burden of proof.
If complaints are not submitted in time, any claim against us will lapse. Goods may be returned only if they are in their original condition and in undamaged packaging. Items that do not originate from us or have price or other stickers that are not our own cannot be returned.
We must receive any returned goods within 1 (one) month of us authorizing their return. Unless agreed otherwise, return shipments are at the other party’s expense and risk.
If the return shipment relates to a complaint as set out above, it will be accepted only if the complaint is justified. In these cases, goods will be returned on Technotape International’s instructions. Technotape International then needs address and contact details. Technotape International cannot be held liable for the goods if the other party provides incorrect information.
11. Warranty; limitation of liability
We are not further or otherwise liable in respect of goods we have delivered than for material or construction defects in those goods that come to light within 3 (three) months of the delivery date as referred to in Article 8, insofar as these defects significantly reduce the soundness or quality of those goods. Our liability under this article is limited to the free delivery of replacement goods or parts. Fragile/breakable products, such as glassware, mugs, canvases etc., are excluded from the warranty. Instead of delivering replacement goods, we may repair defective goods or parts that we have delivered or take them back in return for a refund of the relevant part of the invoice price. We grant our other party the same warranty on goods that third parties supply to us and we then deliver to our other party, including if the goods that we deliver incorporate goods that third parties have supplied to us, but give no further warranty than we have received from our supplier(s). Our other party may invoke our obligations under this article only after they have fulfilled all their obligations under the agreement concluded with us. If we are liable for whatever reason, our liability will be capped at an amount equal to the invoice value of the goods concerned, excluding taxes, on the understanding that we will be liable at most and exclusively up to an amount of €5,000.00 (five thousand euros) for each claim. For the purpose of this article, a series of connected events giving rise to damage is considered a single event/claim. We are never liable to compensate non-material damage, direct trading loss, indirect damage, loss of profit, or other consequential damage. Our other party must indemnify us against all third-party claims in connection with goods delivered or work performed by us.
If the other party fails to fulfil any obligation towards us, in any way, or if there are grounds to fear that the other party will fail to do so, or if the other party petitions for a moratorium on the payment of debts, is granted a provisional or final moratorium, bankruptcy is filed for on their own petition or that of a
creditor, they are put into liquidation, or discontinue all or part of their business, we may, notwithstanding our other rights and with no obligation to pay compensation, fully or partially terminate the agreement with immediate effect, with no need for a notice of default or judicial intervention, or suspend the performance or further performance of the agreement(s).
13. Cancellation and cancellation costs
As soon as the other party has placed an order or paid through the webshop, they may not cancel the order. If the other party wishes to cancel all or part of an order, for whatever cause, and we accept this at our discretion, we may charge all reasonable costs incurred with a view to processing the order (including costs of preparation, parts, storage, etc.), notwithstanding our right to compensation for loss of profit and other damage. If the other party cancels, they must pay cancellation costs. These range from 30% (thirty per cent) to 100% (one hundred per cent) of the order amount, plus VAT (if applicable), depending on the deliveries/work that we have already completed.
14. Force majeure
If force majeure occurs, we may, at our discretion, suspend performing the agreement until the force majeure situation has ended or terminate all or part of the agreement, insofar as not yet performed, with no judicial intervention and with no obligation to pay any compensation.
Force majeure means everything that reasonably occurs beyond our direct control, including but not limited to strikes, lockouts, blockades, riots, public order disturbances, energy shortages, energy supply interruptions, standstill orders, fire, industrial accidents, war or threat of war, natural disasters, and floods. Force majeure also exists if the circumstance in question was foreseeable when the agreement was concluded.
15. Applicable law and competent court
Dutch law applies to these conditions and to all our offers, sales agreements, or agreements for contracting work. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (the Vienna Convention) of 11 April 1980 is expressly excluded. The competent court of Central Netherlands has jurisdiction to hear legal claims instituted by or against us, notwithstanding our right to submit the dispute, if desired, to another competent court.
Claims and defences based on facts that would justify arguing that the item delivered does not conform to the agreement will prescribe one year after delivery.
If and insofar as any provision of these General Conditions cannot be invoked on grounds of reasonableness and fairness, that provision will have as much similar meaning as possible in terms of content and purport so it can then be invoked.