GENERAL TERMS AND CONDITIONS TLFparts.nl

1. Applicability

1.1. These general terms and conditions apply to and are an integral part of every offer, quotation and agreement relating to products of any nature to be delivered by TLFPARTS, hereinafter referred to as "user", unless otherwise expressly agreed in writing.

1.2. In these general terms and conditions "the customer" means every (legal) person who orders and/or buys goods from or via user.

1.3 Deviation from these terms and conditions is only possible if the parties have expressly agreed otherwise in writing.

2. Conclusion and amendment of the agreement

2.1 All offers and quotations by user, in any form whatsoever, are without obligation unless the offer includes a term for acceptance. Only by written (order) confirmation from user or by actual performance by user an agreement is established.

2.2 All indications in offers, quotations or agreements and the appendices thereto, such as images, drawings, sizes, weights, yields and colors and, in addition, the properties of any trial copies provided, are for indicative purposes only. Minor deviations shall therefore not be for the account and risk of the User.

2.3 Obvious clerical errors or mistakes in user's offers shall release it from its obligation to perform and/or any obligations to pay compensation arising therefrom, even after the conclusion of the contract.

3. Execution of the contract

3.1 Delivery takes place in accordance with the Incoterm in force: Ex Works. If the Customer refuses to take delivery at the agreed time or is negligent in providing information or instructions necessary for delivery, the User shall be entitled to store the products at the Customer's expense and risk.

3.2 Goods shall be deemed delivered as soon as user has notified client that the goods, whether yet to be assembled in whole or in part, are ready for collection by user or a third party or to be dispatched on client's instructions. From the moment of delivery, the items delivered shall be at the client's risk.

3.3 If the parties expressly agree that user will provide transport of the products, both the costs and the risk of loss or damage during transport shall be borne by the client. Orders above 100 euros are free of shipping costs. All orders below 100 euros will be charged a flat rate for shipping.

3.4 The statement of delivery terms in offers, quotations, agreements or otherwise is always made by user to the best of its knowledge and these terms will be observed as much as possible, but they are not binding.

4. Prices

4.1 All prices are in euros and are exclusive of turnover tax and other government levies. Any special additional costs relating to the import and/or clearance of goods to be delivered by the user to the client are not included in the price and shall therefore be borne by the client.

4.2 The amounts stated in user's offers are based on the prices, rates, wages, taxes and other factors relevant to the price level existing at the time of the offer. If after the (order) confirmation there is a change in one or more of the mentioned factors, user shall be entitled to adjust the agreed price accordingly. If pursuant to the present provision a price increase is undertaken, and the increase amounts to more than 10% of the total agreed amount, the customer shall be entitled to dissolve the agreement in writing within eight days after it became aware or could have become aware of the price increase.

5. Payment

5.1 Payment must always be made within 30 days of the invoice date. The client is not entitled to set off any claim against the user against the amounts charged by the user.

5.2 User always has the right to invoice delivered or delivered goods per partial delivery.

5.3 Payment shall be made by deposit or transfer into a bank or Giro account designated by user. User has always the right, both before and after the conclusion of the agreement, to demand security for payment or advance payment, such with suspension of the execution of the agreement by user, until the security has been provided and/or the advance payment has been received by user. If advance payment should be refused, user shall be entitled to dissolve the agreement and the client shall be liable for the resulting damage for user.

5.4 User is entitled to suspend the delivery of products it holds for the client in connection with the performance of the agreed work until all payments due by the client to user have been paid in full.

5.5 If payment is not made on time, the client shall be in default by operation of law without notice of default being necessary. From that moment, the client shall owe the user statutory commercial interest as referred to in Article 6:119a of the Dutch Civil Code.

5.6 If no payment has been received after the expiry of a further term of payment set by written demand, the client will owe a penalty equal to 10% of the billing sum owed by the client to the user, including VAT, regardless of whether the user has had to incur extrajudicial collection costs and without prejudice to the user's right to claim damages.

5.7 Without prejudice to the User's other rights under this article, the Customer shall be obliged to reimburse the User for collection costs incurred by the User which go beyond sending a single summons or merely making an - unaccepted - settlement proposal, obtaining simple information or compiling the file in the usual manner. These costs shall be determined based on the guidelines applicable at that time for this purpose at courts in the Netherlands.

5.8 The applicability of article 6:92 BW is excluded regarding the penalty clause included in this article.

6. Warranty

6.1 If the User provides the customer with a warranty with respect to the work or products it has delivered or will deliver, it will expressly notify the customer thereof in writing. In the absence of such express written notification, the client may not invoke any warranty, without prejudice to its statutory rights arising from mandatory provisions.

6.2 If a claim under the User's guarantee is well-founded, the User will, at the User's discretion, repair the products to be delivered or still deliver them as agreed, unless this has meanwhile become demonstrably pointless for the customer. If user informs the client that he will repair, the client will put the delivered products at user's disposal again, at his expense and risk.

6.3 All possible guarantee obligations on the part of the User will lapse if any errors, defects or shortcomings in respect of those goods are the result of incorrect, careless or inexpert use or management of the delivered goods by the customer or third parties engaged by the customer, or if they are the result of an external cause, such as fire or water damage, or if the customer or a third party has made changes or has had changes made to the goods supplied by the User without the User's permission.

7. Complaints

7.1 Any complaints about a product supplied by the User must be promptly made by the Customer to the User in writing, stating reasons. If 7 days have elapsed since the delivery of the products, the client may no longer make justified complaints, unless the defect would not have been noticeable upon careful and timely inspection at the time of delivery. In this case, the Customer must inform User of the defect in writing, stating reasons, within 10 days after the defect became known or could have become known to the Customer.

7.2 Without prior written consent, User shall not be obliged to accept return shipments from the Customer. Acceptance of return shipments in no case implies recognition by user of the grounds for return stated by the client. The risk with respect to returned products remains with the client until the products have been credited by user.

7.3 If the customer makes an appeal to any agreed warranty but that appeal subsequently proves to be unjustified, the User will be entitled to charge costs of investigation and repair that have resulted from that appeal in accordance with its usual rates, with a minimum of € 100.00.

8. Retention of title

8.1 All products to be delivered and supplied by the user shall remain the property of the user under all circumstances, if the client has not paid any claim of the user, including in any case the purchase price, extrajudicial costs, interest, penalties and any other claims as mentioned in article 3:92 paragraph 2 of the Dutch Civil Code.

8.2 The client is obliged to keep the products delivered under retention of title with due care and as recognizable property of user.

8.3 The client is not authorized to pledge, otherwise encumber or transfer in full or in part the products delivered under retention of title to third parties until such time as ownership thereof has been transferred to it, except insofar as such transfer takes place during the client's usual business activities.

8.4 If the client fails to meet its payment obligations to the user or the user has good reason to fear that the client will fail to meet those obligations, the user shall be entitled to take back the goods delivered under retention of title. The client shall cooperate and grant the user free access to its premises and/or buildings at all times to inspect the goods and/or to exercise the user's rights. After repossession, the client shall be credited for the market value, which in no case can be higher than the original price the client had agreed with user, less the costs incurred by user from the repossession.

9. Dissolution and termination

9.1 The customer shall be deemed to be in default if it fails to fulfill any obligation under the contract or fails to do so on time, as well as if the customer fails to comply with a written demand for full performance within a set reasonable period.

9.2 In the event of default by the client, the user shall be entitled, without any obligation to pay compensation and without prejudice to its rights, to dissolve the contract in whole or in part by means of a written notice to that effect addressed to the client and/or to demand immediate payment in full of any amount owed by the client to the user and/or to invoke retention of title.

9.3 User shall be entitled to terminate the agreement with immediate effect if the client applies for a suspension of payment or bankruptcy or an attachment is levied on all or part of its assets. All amounts invoiced shall then become immediately due and payable. User shall never be liable for any compensation on account of this termination.

10. Force majeure

10.1 User is not liable if any failure is the result of force majeure. User's obligations will be suspended during the period of force majeure. If the period in which fulfilment of user's obligations is not possible due to force majeure lasts longer than three months, both parties are entitled to dissolve the agreement without judicial intervention and without any obligation to pay damages.

10. 2 The term 'force majeure' as referred to in this article shall in any case be understood to mean unforeseen circumstances, including those of an economic nature, which have arisen through no fault or action on the part of the user, such as, among other things, serious disruption to the company, compulsory cutbacks in production, strikes and lockouts, both at the user's premises and at those of its suppliers, war, hostilities, state of siege, mobilization, either in the Netherlands or in any other country where user or its suppliers' branches are located, delays in transport or delayed or faulty delivery of goods or materials or parts by third parties including user's suppliers.

10.3 If, when force majeure occurs, the User has already partially fulfilled its obligations, or can only partially fulfil its obligations, it will be entitled to invoice the part already delivered or the deliverable part separately and the client will be obliged to pay this invoice as if it were a separate agreement.

11. Liability

11.1 The user is only liable for damage suffered by the client if and insofar as such damage is the direct result of intent or conscious recklessness on the part of managers of the user.

11.2 User's total liability shall in all cases be limited to compensation for direct damage, whereby the total amount to be paid by user to the client on account of any undoing obligations and compensation for damage shall never exceed a maximum of the amount of the price stipulated for that agreement (excluding VAT).

11.3 The User shall not be liable for any loss or damage if and insofar as the Client has insured itself against the relevant loss or damage or could reasonably have insured itself against such loss or damage.

12 Disputes and applicable law

12.1 If there is a lack of clarity regarding the interpretation of one or more provisions of these general terms and conditions, such provision(s) must be interpreted 'in the spirit' of these general terms and conditions.

12.2 Dutch law applies to an agreement concluded with the User. Foreign laws and treaties including the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (Vienna Sales Convention) are excluded.

12.3 All possible disputes relating to this contract or arising from this contract shall be settled in the first instance exclusively by the competent court in the district in which the user is established at the time of conclusion of this contract.

All agreements are subject to our terms and conditions as filed with the K.v.K. for Brabant.