General terms and conditions
GENERAL TERMS AND CONDITIONS of TFT-Solutions BV, with its registered office in Barendrecht, registered with the Chamber of Commerce in Rotterdam under number 23092694.
Article 1: General
- In these terms and conditions, TFT-Solutions BV, with its registered office in Barendrecht, at Achterzeedijk 57 (Unit 4), is referred to as ‘TFT-Solutions BV’ and its contract partner as ‘Customer’.
- These general terms and conditions apply to all proposals by and agreements with TFT-Solutions BV.
- In addition to these general terms and conditions, TFT-Solutions BV may employ additional conditions that specifically apply to the type of transaction or nature of the activities. The additional conditions form part of these general terms and conditions.
- A Customer, once contracted by TFT-Solutions BV in accordance with these general terms and conditions, is deemed to have tacitly agreed to the applicability of these general terms and conditions when giving orders or entering into agreements orally, in writing, by telegram or telex.
Article 2: Proposals
- Proposals are without obligation unless stated otherwise in the proposal.
- The price lists and price records of TFT-Solutions BV do not constitute a proposal.
Article 3: Conclusion of the agreement
- Agreements only come into effect after an order or repair assignment has been assessed for feasibility by TFT-Solutions BV. TFT-Solutions BV is entitled not to accept an order or assignment or only to accept them on the basis of cash on delivery or prepayment without stating any reasons, in which case the Customer is informed accordingly.
Article 4: Illustrations
- All illustrations, drawings, data concerning weights, measurements, colours, etc. included in price lists and brochures are applicable by approximation only and cannot be a reason for compensation and/or dissolution.
- All designs, illustrations, etc. created by or on behalf of TFT-Solutions BV, as referred to in paragraph 1, remain the property of TFT-Solutions BV and may not be copied or otherwise duplicated or shown to third parties or used in any way without express written consent.
- The Customer is obliged to return this data to TFT-Solutions BV upon request under pain of a penalty for TFT-Solutions BV of EUR 500.00 per day for each day that the Customer is in default.
Article 5: Prices
- The goods of TFT-Solutions BV are supplied at the prices prevailing on the date of delivery from the warehouse of TFT-Solutions BV. The services of TFT-Solutions BV are performed at the price that TFT-Solutions BV calculates in its usual manner following the provision of the services.
- For orders below a particular net value, an amount for shipping and handling costs may be charged. The costs of express delivery are only for the account of the Customer if it has requested such a means of delivery.
Article 6: Shipping/delivery
- Unless agreed otherwise in writing, TFT-Solutions BV determines the means of delivery. In the case that TFT-Solutions BV has chosen the means of delivery, the goods travel for the risk of TFT-Solutions BV. The Customer bears the risk for the goods from the moment that the goods are offered for receipt at the specified address.
- The Customer is obliged to take possession of the goods upon delivery. In the case of failure to do so, the goods will be stored for the account and risk of the Customer.
- If the Customer has not picked up the goods from the storage area indicated by TFT-Solutions BV within a month of a summons to do so, TFT-Solutions BV is entitled to sell the goods privately or publicly at its own discretion and to recover all that it is due from the Customer from the proceeds, without prejudice to the rights accruing to TFT-Solutions BV.
Article 7: Delivery periods
- The delivery period commences when all the technical details have been agreed and after all the data and drawings necessary for the implementation of the agreement are in the possession of TFT-Solutions BV.
- Specified delivery periods are deemed to be approximate.
- The agreed delivery periods do not imply that TFT-Solutions BV is legally in default after the expiry thereof, but further written notice of default is always required for this, such that TFT-Solutions BV will be granted a period of at least 14 days to comply with its obligations.
- The overrunning of a delivery period will never give the Customer the right to any compensation, to dissolution of the agreement or any other action against TFT-Solutions BV. An exception will only be made in the case of intent or gross negligence by TFT-Solutions BV or its managerial staff or if the delivery period is exceeded by more than three months. In that case, the Customer is entitled to dissolve the agreement, although without being entitled to claim any compensation.
Article 8: Goods on approval
- The goods delivered by TFT-Solutions BV will only be regarded as goods for approval for shows, exhibitions and for other purposes to be specified by TFT-Solutions BV, if TFT-Solutions BV has confirmed this in advance in writing.
- All provisions of these general terms and conditions also apply to goods on approval, except that the Customer is deemed to have ordered the goods for itself and the purchase price then prevailing is payable by the Customer if the goods are not immediately returned to the address specified by TFT-Solutions BV, after the period referred to in the confirmation, and for the account and risk of the Customer, in the original packaging and in the condition in which TFT-Solutions BV delivered these goods to the Customer.
Article 9: Payment
- Unless otherwise agreed in writing, payment must be made immediately upon the actual delivery of the goods or after the performance of the agreed services. In the event that TFT-Solutions BV sends an invoice, payment must be made within thirty days after the invoice date unless otherwise agreed in writing.
- Payments made by the Customer are invariably used for the settlement of all payable interest and costs and then for the settlement of the oldest payable invoices, even if the Customer states that the payment concerns a later invoice.
- If the Customer has not paid the invoice in cash on the due date, interest of 1.5% is payable to TFT-Solutions BV on the outstanding amount per month, with part of a month counting as a full month.
- If the Customer has not paid the amount due within the prescribed period and TFT-Solutions BV has proceeded with collection of the receivable by legal or other means, the Customer is obliged to pay compensation to TFT-Solutions BV on account of the associated costs in accordance with the collection rates of the Nederlandse Orde van Advocaten [Dutch Association of Lawyers], but subject to a minimum of EUR 125.00 per invoice.
- Late payment gives TFT-Solutions BV the right on its part to suspend or terminate its performance by virtue of this and/or other agreements with the Customer, without the Customer being entitled to compensation or dissolution of the agreement and without prejudice to the right of TFT-Solutions BV to compensation for any loss, loss of profits and other consequential damages.
- TFT-Solutions BV is at all times entitled to demand that the Customer furnishes sufficient security for the payment of the performance delivered by TFT-Solutions BV, such in the manner specified by TFT-Solutions BV.
- The Customer is not permitted to effect any set-off.
- Complaints and/or warranty claims under consideration do not provide any entitlement to an extension of payment or partial payment.
- Bills of exchange are accepted subject to the charging of discount costs and only after prior agreement and with the sole purpose of payment. TFT-Solutions BV does not guarantee the timely provision of the bills of exchange.
- Cheques, bills of exchange and foreign currency are only valid as payment after their repayment.
- TFT-Solutions BV does not have a current account relationship with any of its customers.
Article 10: Retention of title and right of pledge
- The ownership of the goods delivered by TFT-Solutions BV is explicitly reserved until full payment, including the reimbursement of all costs and interest, also from previous and subsequent deliveries and services performed, as well as claims for damages for breach of contract, has taken place.
- Without the prior written permission of TFT-Solutions BV, the Customer is not permitted to sell, rent out, grant usage rights to or move goods outside its company, or pledge or otherwise encumber them.
- The Customer is obliged to make the goods available to TFT-Solutions BV upon request, and now already irrevocably authorises TFT-Solutions BV or persons designated by TFT-Solutions BV to enter the place where the goods are located in order to take the goods.
- In accordance with the provisions under 1, TFT-Solutions BV provides ownership to the Customer of the goods referred to when the Customer has fulfilled all its obligations, although subject to the right of pledge of TFT-Solutions BV on behalf of other claims that TFT-Solutions BV has against the Customer. Upon the first request of TFT-Solutions BV, the Customer will give its cooperation in respect of actions that are required in that context, subject to a penalty of EUR 500.00 for each day that the Customer remains in default in this respect.
- Goods or parts thereof, which are replaced in accordance with a repair assignment or warranty, thereby become or remain the property of TFT-Solutions BV until full payment has been made of all outstanding claims of TFT-Solutions BV against the Customer.
Article 11: Complaints
- Complaints in general and complaints about invoices must be communicated in writing, with a proper description of the complaint, to TFT-Solutions BV within eight days of receipt of the goods or invoices, or within eight days after any defect was discovered or should have been discovered. After the expiry of this period, TFT-Solutions BV is deemed to have fulfilled its obligations correctly and it is assumed that the Customer acknowledges the goods or invoices as being correct.
- Complaints never give the Customer the right to suspend its payments.
- If a complaint by TFT-Solutions BV is found to be valid, TFT-Solutions BV is entitled at its discretion:
- to revise the invoice and change the invoice amount accordingly;
- to replace the delivered goods with goods with the same specifications or to repair them, such that the replacement goods or parts will be issued to TFT-Solutions BV;
- to take back the delivered goods and dissolve the agreement, subject to restitution of the invoice amount paid by the Customer without being obliged to pay any compensation.
- Where appropriate, the Customer will immediately offer TFT-Solutions BV the opportunity to repair any defects.
- Any return of goods to or from the Customer takes place for the account and risk of the Customer. TFT-Solutions BV only accepts returned goods if and insofar as it agrees to this in advance in writing, and then only if these goods are delivered to the address specified by TFT-Solutions BV in the original packaging and in the condition in which TFT-Solutions BV delivered these goods to the Customer.
- Software whose seal is broken can never be returned.
Article 12: Warranty
- TFT-Solutions BV vouches for the quality of the services it provides to the best of its knowledge and ability and for the reliability and the good quality of the goods supplied by it, on the understanding that the warranty does not go further than stated in the following provisions.
- A three-month warranty is provided on any performed repair. The standard manufacturer’s warranty applies to the delivered goods unless agreed otherwise in writing. The terms and conditions of the warranty specified on the website can only be regarded as an indication of the warranty conditions insofar as these were known to TFT-Solutions BV at the time of publication.
- If the Customer has given a repair order to TFT-Solutions BV and has not picked up the issued goods within three months of the issue date, against payment of the amount outstanding for examination or repair, it is deemed to have relinquished the goods submitted for repair in favour of TFT-Solutions BV. The Customer will then indemnify TFT-Solutions BV against all claims by third parties with respect to these goods.
- Faults, defects or deficiencies demonstrated by the Customer and imputable to TFT-Solutions BV – to the extent covered by the warranty referred to in this article – will be repaired, replaced or taken back and credited for the account of TFT-Solutions BV as soon as possible.
- TFT-Solutions BV does not provide any warranty on aggregate products and parts, nor on consumables (drums, toners and ribbons, etc.), unless a warranty is expressly promised in writing.
- The Customer must deliver the goods eligible for replacement or repair for its own account and risk to the address specified by TFT-Solutions BV, unless otherwise agreed in the warranty conditions.
- The provisions in these conditions apply to goods with warranty other than the enclosed TFT-Solutions BV warranty, insofar as they deviate from the provisions in these conditions.
- The Customer cannot appeal to the warranty conditions:
- if the Customer has neglected the goods
- if the Customer has made changes or has caused to make changes to the goods, also including repairs not performed by or on behalf of TFT-Solutions BV
- in the case of improper or careless use, incorrect connection, incorrect voltage, lightning, damage due to the influence of moisture or due to other external causes or contingencies
- if the equipment is not maintained in the usual manner or in the manner described in the operating instructions
- if the equipment is used with unsuitable or incorrect accessories
- if the Customer has treated the goods without due care and attention in another manner
Article 13: Trademark
- The trade name or trademarks or the type or identification numbers or designations, which are included on the goods delivered by TFT-Solutions BV, may not be removed, damaged or altered.
Article 14: Limitation of liability
- Neither TFT-Solutions BV, nor any third parties that it deploys for the realisation or execution of any agreement, are liable for any damages arising from and related to the agreement, which the Customer or any third party involved by it in the implementation of the agreement may incur, directly or indirectly, whatever the cause may be.
- Without prejudice to the above, TFT-Solutions BV is in any case never liable:
- due to non-delivery or late delivery;
- for information in brochures, catalogues, advertising material, proposals, etc.
- in the case of non-attributable shortcomings (force majeure), as referred to in Article 15;
- if the Customer itself or a third party repairs the delivered goods, makes changes to them, uses them for purposes other than for which they are suited or intended, overloads the delivered goods and otherwise uses them unprofessionally;
- for the property of third parties that are located on the TFT-Solutions BV premises for the purpose of repair, storage or for whatever reason;
- for trading losses and/or consequential damages, whatever their cause;
- for damages caused by intent or gross negligence of auxiliary persons;
- for damages caused by supplied software;
- for damages resulting from the loss of any data recorded on magnetic media;
- for damages caused by the use of a modem connected to the telephone network, including the loss of data, theft of data, incorrect transmission of data, corruption of data or other files, as well as the remaining open of telephone lines.
- If TFT-Solutions BV is in any case, despite the above, liable for any damages, TFT-Solutions BV only accepts liability insofar as such liability is covered by its insurance, up to the amount of the payment made by the insurance.
- If the insurance does not proceed with payment in any case, TFT-Solutions BV is never liable for more than the invoice amount for the relevant agreement.
- The Customer will indemnify TFT-Solutions BV against all claims by third parties.
- The exclusions or limitations of liability contained in these conditions do not apply insofar as the damages are caused by intent or gross negligence of TFT-Solutions BV or its managerial subordinates.
Article 15: Non-attributable shortcomings
- If the agreement cannot be complied with by TFT-Solutions BV after its conclusion due to circumstances that were not reasonably foreseeable or could not be known to TFT-Solutions BV at the time of its conclusion, such is considered to be a non-attributable shortcoming (force majeure) of TFT-Solutions BV with respect to the Customer.
- The circumstances referred to under 1 in any case include strike, governmental measures, delays in supply, export ban, riot, war, mobilisation transport limitations, import restrictions, negligence of suppliers and/or manufacturers of TFT-Solutions BV as well of auxiliary persons, sickness of staff, defects in tools or means of transport, lockouts or other labour disturbances and events that cannot reasonably be insured by TFT-Solutions BV.
- In the case of force majeure, TFT-Solutions BV is entitled to suspend its obligations. TFT-Solutions BV is also entitled to dissolve the agreement in whole or in part, or to demand that the contents of the agreement be amended in such a manner that implementation remains possible. Under no circumstance is TFT-Solutions BV obliged to pay any penalty or damages. TFT-Solutions BV reserves the right to payment of the work already performed and costs incurred.
- TFT-Solutions BV has no authority to suspend if performance is permanently impossible or the temporary impossibility lasts longer than six months. In these cases, the agreement can be dissolved by either party, though without the Customer being entitled to compensation for any damages.
Article 16: Dissolution
- If the Customer fails to comply with its obligations towards TFT-Solutions BV or fails to do so properly or on time, and if its bankruptcy has been or is requested, it is declared bankrupt, it applies for a moratorium, or offers its creditors or some of them a settlement or a composition, also in the case of attachment of its assets or part of them, or it proceeds with the sale or liquidation of its company, as well as in the case of death, placement under legal restraint or if it otherwise loses the management or the leadership of its company or a part thereof, the Customer is legally in default and any claim that TFT-Solutions BV has or acquires at its expense becomes immediately and at once due and payable without any notice of default being required.
- In the cases referred to under 1, TFT-Solutions BV is entitled, without any notice of default, to suspend the further implementation of the agreement on its part or to dissolve it in whole or in part.
- TFT-Solutions BV is in that case authorised at all times to claim compensation from the Customer and to take back the delivered goods.
- In case the Customer wishes to dissolve the agreement, it will always first declare TFT-Solutions BV to be in default in writing and grant it a reasonable period of time to nevertheless comply with its obligations, or to remedy its defects, which defects the Customer must accurately describe in writing.
- The Customer is not entitled to dissolve the agreement in part or in full or suspend its obligations if it was already in default with the compliance of its obligations.
- In the case of partial dissolution, the Customer cannot make claim to the undoing of services already performed by TFT-Solutions BV, and TFT-Solutions BV has unimpaired right to payment for the services it has already performed.
Article 17: Consumer sale
- In the case of a consumer sale, the following provisions or phrases do not apply: Article 4(1) (insofar as it excludes the authority of the Customer for dissolution); Article 7(4) (ditto); Article 9(5) (ditto); Articles 9(7) and 9(8); Article 14(2)(g); Article 16(2) (insofar as it concerns the authority of TFT-Solutions BV for dissolution); Article 18(2) (will be supplemented with: “Within one month of TFT-Solutions BV invoking the provisions in paragraph 2 in writing, the Customer is entitled to choose the court which has jurisdiction according to the law.”).
Article 18: Applicable law/competent court
- All agreements are governed by Dutch law.
- The competent court within the district of Dordrecht takes cognisance of all disputes arising between TFT-Solutions BV and the Customer, unless TFT-Solutions BV prefers to submit the dispute to the competent court of the domicile of the Customer, and with the exception of those disputes that fall within the jurisdiction of the sub-district court.