General Terms and Conditions of Sale Tiwee B.V.
Article 1: Definitions
- Tiiwee: the private limited company Tiiwee B.V., established in Schiedam, The Netherlands.
- Agreement: the purchase agreement or agreement or waiverbetween the Parties, of whatever nature and name, to which these General Terms and Conditions of Sale will apply and within the framework of which Tiiwee enters into an obligation to perform to the best of its ability.
- Buyer: the party, natural or legal person with whom Tiiwee concludes a Contract as referred to in these General Terms and Conditions of Sale.
- Parties: Tiiwee and the Buyer.
- Performance: every Tiiwee delivery of products, assistance, advice, etcetera.
- Product(s): the product(s) to be sold and delivered by Tiiwee.
- Withdrawal period: the period within which the Buyer can exercise his right of withdrawal.
- Right of withdrawal: the possibility for the Buyer to withdraw from the contract within the cooling-off period.
- Day: a calendar day.
Article 2:Identity of the entrepreneur; business information
Trade name: Tiiwee B.V.
Olof Palmeborg 190
3124 TS SCHIEDAM
CoC number: 64115224
VAT number: NL855528333B01
- These General Terms and Conditions of Sale apply to every offer made by Tiiwee and to every Agreement concluded between Tiiwee and the Buyer.
Before the Agreement the text of these General Terms and Conditions of Sale shall be made available to the Buyer.
- If the Agreement is concluded electronically, the text of these General Terms and Conditions of Sale may be made available to the Buyer electronically. If this is not reasonably possible, an indication will be given before the Agreement is concluded of where the General Terms and Conditions of Sale can be consulted electronically or that they will be sent free of charge at the Buyer's request by electronic means or otherwise.
- The agreement is concluded as soon as the acceptance of the offer has reached Tiiwee as seller; this acceptance must show that the Buyer agrees to declare these General Terms and Conditions of Sale applicable and, if necessary, renounces a declaration of applicability of its own terms and conditions of purchase. If the Buyer has accepted the offer electronically, Tiiwee shall immediately confirm receipt of the acceptance of the offer electronically. As long as the receipt of this acceptance has not been confirmed, the Buyer may dissolve the Agreement.
- If reservations or changes are made to the acceptance of the offer, contrary to the provisions of the previous paragraph, the agreement will only be concluded if Tiiwee has informed the Buyer that it agrees to these deviations from the offer.
- If the Agreement is concluded electronically, Tiiwee will take appropriate technical and organisational measures to secure the electronic transfer of data and will ensure a safe web environment. If the Buyer is able to pay electronically, Tiiwee shall observe appropriate security measures.
- Tiiwee may - within the framework of the law - inform itself whether the Buyer is able to fulfil its payment obligations, as well as of all those facts and factors that are important for a responsible conclusion of the Agreement on. If, on the basis of this examination, Tiiwee has good reasons not to enter into the Agreement, it is entitled to refuse an order or request or to attach special conditions to the execution of the order or request, stating the reasons.
- Tiiwee shall send the following information to the Buyer with the product or service, in writing or in such a way that it can be stored by the Buyer in an accessible manner on a durable data carrier: the postal address of Tiiwee's branch where the Buyer can lodge complaints, the conditions under which and the way in which the Buyer can exercise the right of withdrawal, or a clear statement regarding the exclusion of the right of withdrawal, the information about existing service after purchase and guarantees, the data included in article 4 paragraph 3 of these General Terms and Conditions of Sale, unless Tiiwee has already provided the Buyer with these data prior to the execution of the agreement, and the requirements for terminating the agreement if the agreement has a duration of more than one year or is for an indefinite period.
- If Tiiwee has undertaken to deliver a series of products or services, the provision of the previous paragraph shall only apply to the first delivery.
Article 4: Theoffer
- If an offer has a limited period of validity or is made subject to conditions, this will be explicitly stated in the offer.
- The offer contains a complete and accurate description of the offered Product. The description shall be sufficiently detailed to enable the Buyer to make a proper assessment of the offer. Obvious mistakes or errors in the offer do not bind Tiiwee.
- Each offer contains such information that it is clear to the Buyer what rights and obligations are attached to the acceptance of the offer. This concerns in particular:
- the price including taxes;
- any costs of delivery;
- the way in which the agreement will be concluded and which actions are necessary for this;
- whether or not the right of withdrawal applies;
- the method of payment, delivery or performance of the Agreement;
- the period for acceptance of the offer, or the period for maintaining the price;
- the amount of the rate for distance communication if the costs of using the technology for distance communication are calculated on a basis other than the basic rate;
- if the Agreement is archived after it has been concluded, in what way it can be consulted by the Buyer;
- the manner in which the Buyer can be informed of any actions he does not want to take prior to the conclusion of the Agreement, as well as the manner in which he can rectify these before the Agreement is concluded;
- the minimum duration of the Agreement in case of an agreement that extends to continuous or periodic delivery of products or services.
- Amendments to the Agreement and deviations from these General Terms and Conditions of Sale shall only be effective if they have been agreed in writing or orally between the Buyer and Tiiwee.
- If changes lead to an increase or decrease of the costs, a resulting change in the purchase price must be agreed in writing between the Parties.
- In the absence of agreement on the change in the purchase price, there is a dispute between the parties to which Article 22 of these General Terms and Conditions of Sale (Disputes)
Article 6: Quality and description
- Tiiwee undertakes vis-à-vis the Buyer to deliver the goods in the description, quality and quantity as described in more detail in the quotation or offer (as subsequently amended).
- Tiiwee undertakes vis-à-vis the Buyer to deliver to him goods which
- are made of sound materials and are of sound construction or
- are identical in all respects to any samples, or models, made available or provided by Tiiwee and/or the buyer, or shown to the buyer according to visual material;
- provide the performance (capacity, efficiency, speed, finish, etc.) as described in the quotation or offer.
- Tiiwee does not guarantee that the goods are suitable for the purpose for which the Buyer wishes to use them, not even if this purpose has been made known to Tiiwee, unless the Parties have agreed otherwise in writing.
Article 7: Packaging and shipping
- Tiiwee undertakes to the Buyer to pack the Product properly (unless the nature of the Product dictates otherwise) and to secure it in such a way that it reaches its destination in good condition during normal transport. Tiiwee takes care of the usual transport insurance.
- The Product shall be delivered by Tiiwee at or shall be sent for delivery to, the agreed place or places in the manner stipulated in the order or subsequently agreed upon.
Article 8: Storage
1. The Buyer shall be obliged to reimburse Tiiwee for the storage costs in accordance with Tiiwee's usual rate and, in the absence thereof, in accordance with the rate customary in the sector, from the time the Product is ready for shipment or, if this is a later time, from the delivery date, agreed in the Agreement.
Article 9: Right of withdrawal ondelivery of products
- When purchasing the Product, the Buyer has the possibility to dissolve the Agreement without giving reasons for a period of 30 days. This period commences on the day following receipt of the Product by or on behalf of the Buyer.
- During this period, the Buyer will handle the Product and its packaging with care. The Buyer shall only unpack or use the Product to the extent necessary to assess whether it wishes to retain the Product. If the Buyer exercises his right of withdrawal, he shall return the Product to Tiiwee with all delivered accessories and - if reasonably possible - in its original condition and packaging, in accordance with the reasonable and clear instructions provided by Tiiwee.
Article10: Costs in case of revocation
- If the Buyer makes use of his right of withdrawal, he shall not be liable for more than the costs of returning the goods.
- If the Buyer has paid an amount, Tiiwee will refund this amount as soon as possible, but at the latest within 30 days after the return or revocation.
Article11: Exclusion of the right of withdrawal
- Tiiwee can exclude the Buyer's right of withdrawal insofar as provided for in paragraphs 2 and 3. The exclusion of the right of withdrawal only applies if Tiiwee has clearly stated this in the offer, at least in time for the conclusion of the Agreement.
- Exclusion of the right of withdrawal is only possible for products:
- which have been created by Tiiwee in accordance with the Buyer's specifications;
- which are clearly of a personal nature;
- which by their nature cannot be returned;
- that can quickly deteriorate or age;
- the price of which is subject to fluctuations in the financial market over which Tiiwee has no control;
Article 12: Transfer of ownership and risk
- Subject to the provisions of paragraphs 2 and 4 of this article, ownership of and risk in respect of the Product shall pass to the Purchaser upon delivery.
- As long as the Buyer has not paid the full amount of the purchase price with any additional costs or has not provided security for this, Tiiwee shall retain ownership of the Product. In that case, ownership shall pass to the Buyer as soon as the Buyer has fulfilled all his obligations towards Tiiwee.
- If Tiiwee has reason to doubt the Buyer's ability to pay, Tiiwee shall be entitled to postpone the delivery of goods pursuant to Article 4(2) until the Buyer has provided security for the payment. The Buyer shall be liable for any damage suffered by the Seller as a result of the delay in delivery.
- If Tiiwee, at the request of the Buyer, postpones shipment in accordance with the provisions of Article 5, the goods shall remain the property of the seller and shall remain at the risk of the seller until the goods have been delivered to the buyer at the place or places referred to in Article 4(2).
Article 13: Delivery
- Tiiwee will take the greatest possible care when receiving and executing orders for the Product and when assessing requests for the provision of
- The place of delivery shall be deemed to be the address that the Buyer has notified to Tiiwee.
- Tiiwee shall deliver the Product at the time or immediately after the end of the delivery period, as specified in the order respectively. If a delivery period has been agreed, it shall commence on the date on which Tiiwee has confirmed the order.
If delivery is delayed, or if an order cannot be carried out or can only be carried out partially, the Buyer will be notified of this at the latest one month after he has placed the order. In that case, the Buyer has the right to dissolve the Agreement free of charge.
- In the event of dissolution in accordance with the previous paragraph, Tiiwee shall repay the amount paid by the Buyer as soon as possible, but no later than 30 days after dissolution.
- If delivery of an ordered product turns out to be impossible, Tiiwee will make every effort to make a replacement product available.
- The risk of damage and/or loss of the Product shall remain with Tiiwee until the moment of delivery to the Buyer unless explicitly agreed otherwise.
Article 14: Force majeure
- The delivery period referred to in Article 13 (Delivery) shall be extended by the period during which Tiiwee is prevented from fulfilling its obligations by force majeure.
- Force majeure on the part of Tiiwee shall be deemed to exist if, after the conclusion of the Agreement, Tiiwee is prevented from fulfilling its obligations under this Agreement or its preparation as a result of war, threat of war, civil war, terrorism, riots, acts of war, fire, water damage, flooding, strikes, sit-in strikes, lockouts, lockdowns, import and export impediments, (b) the failure of Tiiwee to comply with any government measures, defects in machinery, disruptions in the supply of energy, all this both in the company of Tiiwee and from third parties from whom Tiiwee has to procure all or part of the necessary materials or raw materials, as well as during storage or during transport, whether or not under its own management, and furthermore due to all other causes, which are not Tiiwee's fault or sphere of risk.
- If due to force majeure the delivery is delayed by more than two months, both Tiiwee and the Buyer are entitled to consider the agreement to be terminated. In that case, Tiiwee shall only be entitled to reimbursement of the costs it has incurred.
- If the force majeure occurs while the Agreement has already been partially executed, the Buyer, if the remaining delivery is delayed by more than two months as a result of force majeure, has the right either to retain the part of the Product already delivered and to pay the purchase price due for it, or to regard the Agreement as terminated also for the part already executed, with the obligation to return to Tiiwee what has already been delivered to him, at the Buyer's expense and risk, if the Buyer can demonstrate that the part of the goods already delivered can no longer be used effectively by the Buyer as a result of the non-delivery of the remaining goods.
Article 15: Warranty
- Tiiwee shall be liable to the Buyer for damage to the Product occurring during the warranty period stated in the order confirmation unless the damage is the result of the fact that the Buyer uses the Product in violation of the instructions for use provided with it or otherwise makes a mistake in its use.
- Tiiwee's liability shall be limited to the free repair of a defective Product or to the replacement of that Product or a part thereof, all this at the discretion of Tiiwee. Tiiwee shall not be liable for any damage or consequential damage suffered by the Buyer or a third party in connection with the Product.
Article 16: Price and payment
- In addition to the price of the Product, the purchase price includes the costs of packaging, transport and local delivery costs as designated by the Buyer within the Netherlands.
- The Buyer is obliged to pay 100% ofthe purchase price in advance or on the other hand if agreed upon acceptance of the offer by Buyer and concerning order confirmation by Tiiwee. The Buyer is not entitled to deduct any amount from this purchase price on account of a counterclaim he has put forward.
- If the Buyer does not fulfil his payment obligations on time or does not comply with a notice of default with a term of one week, Tiiwee shall be entitled to consider the Agreement as dissolved without judicial intervention. In that case, the Buyer shall be liable for the damage suffered by Tiiwee, including loss of profit, transport costs and the costs of the notice of default.
- If Tiiwee proceeds to extrajudicial measures in the event of a breach of contract by the Buyer, the costs thereof shall be borne by the Buyer. These are the costs relating to the principal sum in accordance with the "Besluit voor vergoeding van buitengerechtelijke incassokosten van 1 juli 2012 (BIK) " (Decree on the compensation of extrajudicial collection costs). These extrajudicial costs amount to a minimum of € 40,- and a maximum, depending on the principal sum, of € 6.775,-.
- The Buyer, who makes use of his authority to store as referred to in article 8 (Storage), remains obliged to pay the purchase price at the time mentioned in paragraph 2.
Article 17: Requirements Product
- Tiiwee guarantees that the design, composition and quality of the Product, which has to be delivered on the basis of the order, comply in all respects with all applicable requirements, which are laid down in laws and/or other governmental regulations in this respect, which are in force at the time of the conclusion of the Agree
- The provisions of paragraph 1 shall also apply to the normal use of the Product.
Article 18: Dissolution
- Without prejudice to the provisions of Article 17 (Price and payment), the Agreement shall be dissolved without judicial intervention following a written declaration at the time when the Buyer is declared bankrupt, applies for a provisional suspension of payments or a request by Tiiwee, from a natural person, is granted by the court to declare the debt rescheduling scheme applicable, or by seizure, placement under guardianship or otherwise loses the power to dispose of his assets or parts thereof, unless the trustee or administrator acknowledges the obligations arising from this Agreement as a debt of the estate.
- As a result of the dissolution, reciprocal existing claims become immediately due and payable. The Buyer is liable for the damage suffered by the seller, including loss of profit and transport costs.
Article 19: Applicable law
- This agreement is subject to Dutch law. The Vienna Sales Convention (United Nations Convention on Contracts for the International Sale of Goods, Vienna 11 April 1980, Treaty Series 1981, 184 and 1986, 61) shall not apply to this Agreement.
Article 20: Applicability of these General Terms and Conditions of Sale
- These General Terms and Conditions of Sale apply to all offers, quotations and acceptances made by insofar as the Buyer refers to other terms and conditions in its acceptance, the applicability thereof is expressly rejected.
Article 21: Disputes
- All disputes that may arise between the Parties in connection with their agreement or further agreements and other acts in connection with the present agreement, such as, albeit not exclusively, unlawful acts, undue payments and unjust enrichment, shall be settled by the District Court of Rotterdam, except in so far as mandatory competency rules would impede this choice.
- A dispute shall be deemed to exist as soon as one of the Parties so declares.
- A dispute with regard to a particular legal action must be brought within one year after the legal action arose and became known to the claimant, without prejudice to the possibility of earlier lapse or limitation in accordance with the law.