General Sales Conditions

of T.Q.C.-Thermimport Quality Control in Capelle a/d Jssel

Article 1: General

1.1 T.Q.C. is the limited partnership with limited liability T.Q.C.-Thermimport Quality Control in Capelle a/d lJssel, municipality Capelle a/d lJssel.

1.2 The customer is any individual or legal entity provided with a tender and/or order confirmation, or with whom any agreement whatsoever is signed. Unless agreed upon otherwise in writing, these general conditions apply to all tenders, contracts, agreements and legal relations, howsoever designated, between T.Q.C. and third parties, including the implementation of same.

1.3 The stipulations in these general conditions can only be deviated from it if this is explicitly agreed upon with T.Q.C., in writing. The customer may never appeal to divergent habits and/or customs.

1.4 Should the customer refer to its own general (purchasing) conditions, these shall only apply if this has been explicitly accepted by T.Q.C., in writing, and only insofar as these conditions are not in conflict with the stipulations in the general T.Q.C. conditions. The latter shall prevail at all times. Any other stipulation in the customer’s conditions shall not detract from any of the above-mentioned.

1.5 In places where delivery is mentioned in these general conditions, these also refer to carrying out services and operations of any kind whatsoever.

Article 2: Tenders

2.1 All T.Q.C. tenders, offered in any form whatsoever, and the data listed in T.Q.C. publications, are subject to change, without any obligations and rescindable. T.Q.C. shall never enter into an obligation by any tender, unless this has explicitly been determined otherwise in writing in the tender in question. An agreement with T.Q.C. is only established after written confirmation of this fact (order confirmation) by T.Q.C. Tenders can be withdrawn or changed at any time, prior to an order confirmation by T.Q.C., and shall in any case be automatically granted a status free of obligations, with the exception of prior acceptance, on the 21st (twenty-first) day after the tender, unless this has been determined otherwise in that tender.

2.2 The (intellectual property) rights of drawings, calculations, models, samples, descriptions, figures, dimension specification and the like, that are part of a tender or publication, remain with (become the property of) T.Q.C. at all times.

2.3 Every tender is based on the data and specifications provided, unless the tender explicitly states otherwise.

2.4 Any time periods and time stipulations that apply to T.Q.C. are target dates and must never be considered as terminal deadlines.

2.5 If a T.Q.C. tender has not led to an agreement within three months after the date it was submitted, T.Q.C. is unconditionally entitled to charge the customer for the costs it has incurred for the tender in question, including, among other things, the costs of making the necessary tools.

Article 3: Establishment of the agreement

3.1 The agreement with T.Q.C. is only established after T.Q.C. has accepted an order it was given, in writing. An agreement is considered to have been established at the moment T.Q.C. mails the order confirmation. In the absence of an order confirmation from T.Q.C., the delivery bill, in combination with the invoice, is considered to be valid as an order confirmation under the general delivery conditions of T.Q.C. Any deviations from this must have been explicitly accepted, in writing, by T.Q.C.

3.2 The customer is subject to carry out the order, howsoever provided, during a period of seven days after the order was provided or (should it involve an order provided verbally) after the order has been provided. Consequently, a statement from the customer that it wants to cancel or change its order, issued during this seven-day period, cannot prevent an agreement from being established on the basis of the (original) order, should T.Q.C. as yet accept/confirm the order within this seven-day period.

3.3 The order confirmation sent to the customer by T.Q.C. is considered to present the contents of the agreement signed completely and correctly. The customer is considered to agree with the contents of the order confirmation unless it has notified T.Q.C. within seven days after this order confirmation was presented, in writing, that it does not agree with the contents.

3.4 T.Q.C. shall only be bound by any additional agreements and/or promises proposed and/or promises made by T.Q.C. employees, or proposed and/or made on behalf of T.Q.C. by other persons acting as representatives if these agreements and/or promises have been confirmed by the T.Q.C. director(s) authorised to represent T.Q.C., in writing.

Article 4: Prices and payment

4.1 The prices stated and/or agreed upon apply to ‘warehouse pick-up’ and do not include VAT and packaging, unless explicitly agreed upon otherwise, in writing.

4.2 The prices stated in tenders, contracts and the order confirmation are based on the cost factors that prevail at the time the agreement is established, such as exchange rates, manufacturing prices, raw material and material prices, wage and transport costs, insurance premiums, taxes, import duties and other taxes levied by the government.

4.3 T.Q.C. reserves the right to charge the customer for these increases, should they take place in one or more cost factors as mentioned, among other things, in section 2, after the date of the bid or after the date the agreement was established, but before the day of delivery.

4.4 All prices stated by T.Q.C. in its bids are subject to reservation.

4.5 Payments must always be made without any discounts, suspension or settlement within the time period indicated by T.Q.C., to be calculated from the date of invoicing. T.Q.C. reserves the right to only deliver to customers in observation of a shorter payment term. It is at all times entitled to demand additional security for payment from the customer at the price agreed upon, without having to state any reason for doing so.

4.6 In the event the applicable payment term period is exceeded, the customer shall owe T.Q.C. a delay of payment interest of 2% or part of that, on the unpaid part of the invoice amount, beginning from the due date, unless the legal interest is higher than the above-mentioned percentage, in which case the legal interest shall be due. Article 6:119 BW section 2 BW applies accordingly.

4.7 In the event the customer does not comply with any single obligation, or does not do so in a timely way, it shall owe T.Q.C. the out-of court costs, if and as soon as T.Q.C. feels it is forced to charge a third party with handling the case. The costs will be calculated in accordance with the Preliminary II report, with a minimum of € 250.00, the right of T.Q.C. to claim the actual costs should they prove to be higher remaining unabated.

4.8 In the event of failure of (timely) payment of any claimable amount due to suspension of payment, request for suspension of payment, bankruptcy, debt reorganisation or in case of liquidation of the customer’s company, or if collaterals are impounded or a forced sale of collaterals is held, T.Q.C. is entitled to dissolve the agreement or that part of it that has not yet been implemented by the date in question, without any intervention by the court and without being liable for any damage compensation, and reclaim, if necessary, any items unpaid for, its right to damage compensation remaining unabated. In the event of the above-mentioned, every claim by T.Q.C. against the customer falls due immediately and entirely.

Article 5: Delivery

5.1 Unless explicitly agreed upon otherwise, a time of delivery stated is only an estimate and must never be considered as the terminal deadline. T.Q.C. is not liable for exceeding this date, for any reason whatsoever. Deviation from the delivery time stated shall never provide the customer with the right to cancel the order, dissolve or terminate the agreement, suspend its own obligations, or claim damage compensation.

5.2 T.Q.C. shall not be liable for any explicitly stated contractual fines in the event of deviation of the delivery time if the deviation / exceeding the deadline is the consequence of circumstances beyond control as referred to in article 9 of these general conditions.

5.3 All deliveries are ‘warehouse pick-up’. In deviation from this, should it be agreed upon that T.Q.C. will handle (any part of the) transport, T.Q.C. is at liberty in its choice of the manner of transport and the shipping agent. The shipping costs may be charged to the customer by T.Q.C. Delivery shall only be made along paved roads and to addresses that can be reached by trailer. The customer is liable for making sufficient personnel and equipment available for unloading of the items purchased.

5.4 Should delivery take place in partial deliveries, T.Q.C. is entitled to consider every delivery as a separate transaction.

Article 6: Warranties

6.1 Only if the warranty obligations related to the items delivered by T.Q.C. have not be assumed by third parties (such as manufacturers), can the customer assert its (warranty) claims to T.Q.C. In that case, T.Q.C.’s liability is limited to any defects that are the consequence of material and structural defects.

6.2 All items delivered by T.Q.C. must be used in accordance with its instructions and/or the instruction manual.

6.3 In observation of the restrictions stated below, T.Q.C. guarantees the soundness and quality of the items it delivers, of materials used and of proper implementation of the operations or services for a period not exceeding six months after “warehouse pick-up”, delivery, or after the operations or services have been implemented. The warranty stipulations of the manufacturers in question shall apply to items not produced by T.Q.C.

6.4 The warranty does not cover the consequences of normal wear and tear or incorrect use or use in poor judgement. Every warranty shall expire at such time when repairs, other than those made by T.Q.C. or after receiving written consent from T.Q.C., are carried out or changes are made to the items delivered by T.Q.C. Defects that are the consequence of errors that can be attributed to the customer or any third party, including incorrect installation or assembly, are not covered under the warranty.

Article 7: Inspection and complaints

7.1 The customer is liable for inspecting the items delivered and/or the operations/services carried out immediately upon delivery.

7.2 Any complaints must be reported to T.Q.C. in writing, and as soon as possible, although no later than 7 days after delivery of the items or implementation of the operations/services, or in the case of non-visible defects, within 7 days after the defects were detected or could have reasonably been detected. This must be done by registered letter, with clear and accurate description of the complaint, stating the invoice number used for invoicing the items in question.

7.3 In the event of a complaint which T.Q.C. has decided is well-founded, T.Q.C.’s liability is at all times limited to repair, replacement or (re-)delivery, or to restitution of the purchasing sum, such at T.Q.C.’s discretion. T.Q.C. can never be held liable for compensating any damage, except if this damage is the result of intentional or gross neglect on the part of T.Q.C.

7.4 Submitting any claim shall not discharge the customer from its obligations to T.Q.C., nor is the customer entitled to suspend any such obligations.

Article 8: Liability

8.1 T.Q.C.’s liability is at all times limited to what it has assumed in accordance with these general conditions.

8.2 In the event of a complaint, T.Q.C. is, if T.Q.C. has decided that the complaint is well-founded as far as the quality is concerned, and liability of T.Q.C., as referred to in section 1, is ascertained, exclusively liable to the following – at T.Q.C.’s discretion -: a. repair (at no charge) of the defects; b. delivery of replacement items and/or parts, after the faulty items and/or parts have been returned; c. restitution of the purchase amount/crediting of the invoice sent to the customer, along with dissolution of the agreement, without any intervention of the court; all these insofar as the purchase amount, the invoice and the agreement are related to the defective items delivered; d. damage compensation, in any form other than mentioned above, which may never exceed the purchase amount of the items delivered, to be determined in consultation with the customer.

8.3 With the exception of possible obligations of T.Q.C. stemming from the above-mentioned, T.Q.C. shall never be liable for payment of any damage compensation to the customer or others, unless it involves intentional or gross neglect of T.Q.C. (to be proven by rights and means by the parties T.Q.C. holds liable). Specifically, T.Q.C. shall never be liable for damage caused by delay, consequential damage or operational damage, direct or indirect, whatever it may be – loss of profits and down-time included – suffered by the customer, its employees and any third parties employed by it, caused by complete or partial (re-) delivery of items, delayed or unsound delivery, or failure to deliver items or by the items themselves. Neither is T.Q.C. liable for damage as a result of provision of poor co-operation, information or materials by the customer, or damage that is directly or indirectly the consequence of violation of intellectual property rights of third parties as a consequence of the use of data supplied by or on behalf of the customer.

8.4 The customer is not entitled to return any items for which the complaints were not found to be justified. Should this occur without any valid reasons, all costs involved with the return shall be charged to the customer. In that case, T.Q.C. is at liberty to store the items at the account and risk of the customer.

8.5 The customer is liable for safeguarding T.Q.C. from all claims, related to implementation of the agreement that may be entered against T.Q.C. by any third parties, insofar as the law has no objections that the damage and costs ensuing from these verdicts would be the liability of the customer. More specifically, the customer shall safeguard T.Q.C. related to implementation from claims entered by third parties on the basis of industrial properties with regard to manufacturing and delivery of a product that has been manufactured by T.Q.C. on the customer’s instructions or that T.Q.C. had manufactured on its instructions.

8.6 The amount of the damage to be compensated by T.Q.C. may never exceed the value of the items delivered by T.Q.C. to which the damage is related.

Article 9: Circumstances beyond control

Circumstances beyond control should refer to every circumstance beyond the power of T.Q.C. that is of such nature that makes it impossible to comply with the agreement or that same cannot in all fairness be required of T.Q.C. (non-attributable shortcoming in compliance). Circumstances beyond control also refer to: war, unrest and hostilities of any nature whatsoever, blockades, boycotts, natural disasters, epidemics, lack of raw materials, impediment and interruption of transport facilities, failures in T.Q.C. operations, import and export restrictions or prohibitions, obstructions caused by measures, laws or decisions of international, national or regional (government) agencies, strikes. Should it be impossible for T.Q.C. to comply with its obligation to deliver or should it not be able to deliver properly or on time due to circumstances beyond its control, it shall be entitled to consider the agreement or the part of it that has not yet been implemented as dissolved, or to suspend it for a specified or unspecified period, at its discretion. In the event of circumstances beyond control, the customer itself may not require dissolution of the agreement and cannot claim damage compensation from T.Q.C.

Article 10: Statutory limitations and forfeiture

Every right to a claim and defence against T.Q.C has statutory limits and is forfeited by the expiration of one year after the claim was entered. Should a shorter legal term apply, this shorter term shall apply.

Article 11: Property reservation and security

11.1 Items delivered by T.Q.C. shall remain the property of T.Q.C. until such time that everything the customer owes stemming from, connected with or ensuing from the agreement with T.Q.C., has been paid to T.Q.C.

11.2 Until such time as the property has been transferred to the customer, the customer is not permitted to mortgage, transfer the items delivered, give them as security or bestow any other business or personal right for itself or a third party. The customer is expected to maintain possession of the item for T.Q.C. free of charge so that T.Q.C. remains not only the owner but also the party in possession.

11.3 The stipulations in the previous article section remaining unabated, the customer is permitted to sell the items to third parties within the framework of its regular operations, but only after explicit approval from T.Q.C.

Article 12: Applicable law and disputes

12.1 The Netherlands law applies to all tenders offered by T.Q.C. and to all agreements signed by T.Q.C. with any customer, including the continuing contracts and/or agreements ensuing from these.

12.2 All disputes ensuing from, or related to these conditions and the legal relations created between the two parties, even those that are considered as such by only one party, shall initially be exclusively tried by the competent court in Rotterdam, insofar as the court is the relatively competent judicial institution, unless T.Q.C. should prefer to turn to the competent court in the city in which the customer resides or has its offices.

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