General Terms and Conditions of Sale and Delivery
1. General
1.1 These general terms and conditions apply to all offers, orders, agreements and commitments, however named, of Tec4 with third parties, hereinafter referred to as “purchaser”.
1.2 These terms and conditions can only be deviated from by means of a writing signed by the management of Tec4, in which case the deviation is agreed.
1.3 General terms and conditions of purchasers are not accepted by Tec4.
2. Offers
2.1 All offers made by or on behalf of Tec4 are non-binding.
2.2 Prices, versions, and similar items in printed materials are subject to change and are therefore not binding on Tec4. No rights can be derived from statements about products in brochures or promotional materials.
3. Delivery times
3.1 The delivery times stated by Tec4 are only approximate and are never to be regarded as fatal deadlines, unless expressly agreed otherwise.
3.2 Exceeding the delivery time, for whatever reason, never obliges Tec4 to compensate the purchaser for any damage suffered by the purchaser or a third party, unless the excess is caused by intent or gross negligence on the part of Tec4 or its management.
4. Delivery
4.1 If the buyer fails to accept the goods, they will be held at the buyer’s risk and expense.
4.2 Tec4 is entitled to make partial deliveries.
5. Prices
5.1. All prices are net and exclusive of taxes due at the time of delivery.
5.2. If, after the offer or conclusion of the agreement, a cost-determining factor has undergone a significant change, Tec4 is entitled to increase the agreed prices accordingly, without this giving the buyer the right to terminate the agreement in whole or in part, unless the price increase amounts to more than 10%.
6. Payment
6.1 All costs related to payment are the responsibility of the buyer.
6.2. Payment must be made within 14 days of the invoice date.
If payment is not made within the stated period, the buyer is in default and owes default interest of 1% per month, or the statutory interest rate if this is higher, on the invoice amount.
6.3. Deviating payment arrangements must be agreed upon in writing. The buyer is not permitted to invoke offsetting. Complaints do not entitle the buyer to refuse or postpone any payment, unless Tec4’s performance does not fully comply with the agreement.
6.4. Payments made by the buyer will first be used to settle costs, then interest, and finally old debts, even if the buyer has given a different title to their down payment.
6.5. The Purchaser is deemed to be in default of payment, without any notice or notice of default being required if the Purchaser dies, is placed under guardianship, requests a provisional suspension of payments, is declared bankrupt, or if a third party seizes its assets or part thereof.
6.6. If, in the event of late payment, Tec4 deems it necessary to hand over its claims to third parties for collection, the associated costs will be borne by the Purchaser. At Tec4’s discretion, the Purchaser may be charged the actual costs or an amount equal to 15% of the principal amount owed to Tec4, plus late payment interest, with a minimum of €250.00.
6.7. Tec4 reserves the right to request security for timely payment at any time. Tec4 is entitled to suspend its obligations towards the Purchaser, or at least not to perform them, as long as the Purchaser has not provided sufficient security for payment.
7. Retention of Title
7.1. Ownership of the goods delivered by Tec4 will only be transferred to the buyer after the buyer has paid Tec4 everything it owes regarding the delivery of the goods, including not only the purchase price but also any interest and costs. If the buyer fails to pay the amount owed, Tec4 must enable it to repossess the goods, under penalty of an immediately payable fine of €250.00 for each day or part thereof that the buyer fails to comply with any of these obligations.
7.2. The buyer is not permitted to alienate, consume, mix or act in such a way that the goods subject to the retention of title can no longer be traced as goods delivered by Tec4.
8. Acceptance and Claims
8.1. The quantity of the delivered goods is accepted as correct, unless the buyer immediately notes any deficiencies on the relevant receipt. The buyer must confirm any deficiencies in writing to Tec4 in detail within 3 business days of delivery.
8.2. Complaints regarding the quality of the goods and/or deviations from the specifications must be submitted in writing to Tec4 by the buyer no later than 3 business days of receipt, specifying the item and the nature of the complaint. If defects are discovered at a later stage, complaints must be reported to Tec4 within 1 business day of discovery.
8.3. Complaints about invoices must be reported to Tec4 no later than 3 business days of receipt.
8.4. In the event of complaints, the purchaser must enable Tec4 to inspect the goods in question in their unaltered condition, failing which the right to complain shall lapse. Complaints do not entitle the purchaser to suspend any performance owed to Tec4, unless the delivered goods do not conform at all. Compensation by the purchaser is never permitted.
8.5. After the expiry of the periods mentioned in paragraphs 1 through 3 of this article, the purchaser is deemed to have approved the delivered goods and/or invoices issued.
8.6 Complaints do not release the purchaser from their obligation to accept deliveries yet to be made.
8.7. If the complaint about the delivery is justified, the goods will be replaced, at Tec4’s discretion, or credited up to a maximum of the invoice value of the goods in question.
9. Force Majeure
Circumstances of such a nature that compliance or further compliance with the agreement cannot reasonably be expected of Tec4 include, but are not limited to, wildcat strikes within Tec4’s company, a shortage of goods or services required for the fulfilment of the agreed performance, general transport problems, as well as late or improper delivery to Tec4 by its (sub)suppliers.
10. Liability
10.1. Except in the case of intent or gross negligence on the part of Tec4 or its management, Tec4 shall never be liable for any damage, direct or indirect, or business damage of any nature whatsoever.
10.2. Tec4 shall never be liable if defects in the delivered goods are the result of improper use or use that is not in accordance with the instructions and regulations provided and/or enclosed documentation by Tec4, or if the goods have been resold or transferred.
10.3. If Tec4 is held liable for damage suffered by the buyer, this liability shall be limited to the amount of the payment to be made by Tec4’s insurer in the case in question.
10.4. If Tec4 is deemed liable and Tec4 does not provide cover or does not make a payment in any case, Tec4’s liability is limited to twice the invoice value, or that part of the transaction to which the liability relates, up to a maximum of €5,000.
11. Dispute Resolution
11.1 All agreements entered into under these terms and conditions and any differences arising therefrom shall be governed by Dutch law. The Vienna Sales Convention is expressly excluded.
11.2 The District Court of Maastricht shall have jurisdiction, or at Tec4’s discretion the Court having jurisdiction under the ordinary rules of jurisdiction.
12. Amendments and location of the General Terms and Conditions
The General Terms and Conditions have been filed with the Registry of the District Court of [the Netherlands]. The most recently filed version, or the version that was valid at the time of the current transaction, shall always apply.