General terms of delivery and payment of TEFAB.

Established and domiciled in Gilze. Filed with the Breda Chamber of Commerce on October 13, 2022.

General

  1. All our offers, agreements and the execution thereof shall be governed exclusively
    by these terms and conditions. Deviations must be expressly agreed upon in writing with us
    .
  2. In these terms and conditions, "the other party" means any (legal) person who has entered into, or wishes to enter into, an agreement with
    our company, and
    in addition to these, their representative(s), agent(s), assignee(s) and heir(s).
  3. The other party's own terms and conditions shall remain unaffected insofar as they do not conflict
    with these terms and conditions. In that case, our terms and conditions shall prevail
    at all times, even if precedence is stipulated otherwise.

offers

  1. All offers made by us, in any form, are without obligation unless otherwise expressly stated.
  2. If an offer is accompanied by budgets, plans, catalogs or other documents,
    these remain at all times our property and must be returned to us on first request postage paid
    . They may not be reproduced or made available to third parties for inspection at
    without our permission.
  3. Sending offers and/or (other) documentation does not oblige us to accept
    an order. Non-acceptance will be notified by us to the other party as soon as possible, but in any case within 10 days
    .
  4. We reserve the right to refuse orders without reason, or to deliver
    cash on delivery.

 

Agreement

  1. Subject to what is stated below, an agreement with us is only established after we
    have accepted or confirmed an order in writing, whereby the date of
    the confirmation is decisive. The order confirmation is deemed to reflect the agreement correctly and
    completely, unless the other party has immediately protested against it in writing.
  2. Any additional agreements or changes made later, bind us only if they
    have been confirmed by us in writing.
  3. For transactions for which by nature and scope no quotation or order confirmation is
    sent, the invoice is deemed to reflect the agreement accurately and completely, subject to
    complaint within 3 working days.
  4. Each agreement is entered into on our part under the suspensive condition that the
    other party - exclusively at our discretion - appears to be sufficiently creditworthy for the financial
    performance of the agreement.
  5. We are entitled at or after entering into the agreement, before (further) performance,
    to require security from the other party that both payment and other obligations
    will be met.
  6. We are entitled, if we deem it necessary or desirable for a correct
    execution of the assignment given to us and after consultation with the other party, to engage others for the execution of the
    agreement, the costs of which will be passed on to the other party
    in accordance with quotations provided.
  7. The other party is obliged to provide us with all information and documents required
    in time for the correct execution of the agreement.

call-off orders

  1. A call-off order shall mean an order in which the time of delivery is
    made dependent on a call from the other party.
  2. The other party is obliged to call up the agreed quantity of goods within the
    agreed term, and if no term applies at the latest within 6 months after the agreement was concluded
    . If the goods are not called on time, we shall be entitled, after demand, to deliver and invoice
    the goods or to sell them in accordance with Delivery 7.
  3. Unless otherwise agreed in writing, the other party is obliged to call off the order at least 15
    days before the desired delivery date. We are at all times entitled to deliver the
    order at a reasonable time before the desired delivery date.

Prices

  1. Unless otherwise stated, our prices are:
    -based on delivery ex our company, warehouse or other storage location,
    -excluding V.A.T., import duties, other taxes, levies and duties,
    -excluding the costs of packaging, loading and unloading, transport and insurance,
    -stated in euros ; any exchange rate changes will be passed on.
  2. In the event of an increase in one or more of the cost price factors, we shall be entitled to increase the order price
    accordingly; all this with due observance of any existing legal regulations in this regard
    , on the understanding that already known future
    price increases must be stated in the order confirmation.

Cancellation

If the other party, after the agreement has been concluded, wishes to cancel it,
20% of the order price (incl. V.A.T.) will be charged as cancellation costs,
without prejudice to our right to full damages, incl. lost profits.

Delivery

  1. From the moment the purchase agreement is concluded, the purchased item is at the risk of the
    other party. Unless otherwise agreed, delivery will be made to the home/company of the
    other party. Free delivery only takes place if and insofar as this has been agreed by us with the other party
    and is indicated on the invoice or otherwise.
  2. The time of delivery is the time when the purchased item is ready for transport.
  3. The other party is obliged to check the delivered goods and the packaging immediately upon delivery for any
    deficiencies and/or visible damage, or to carry out this check after
    notification from us that the goods are at the disposal of the other party.
  4. Any shortfalls and/or damage to the delivered goods and/or the packaging which are present at
    delivery, the other party must state (or have stated) on the delivery receipt, the invoice and/or the
    transport documents, failing which the other party is deemed to have approved
    that which has been delivered. Claims in this respect will then no longer be dealt with at
    .
  5. We are entitled to deliver in parts (partial deliveries), which we may
    invoice separately.
  6. Indication of delivery time is always approximate, unless expressly agreed otherwise in writing
    .
  7. When the goods after the expiry of the delivery time have not been taken by the other party,
    they are stored at his disposal, at his expense and risk. Furthermore, we
    are entitled to sell the goods after we have summoned the other party by registered letter or
    bailiff's writ to take delivery and pay within 48 hours, all this at the expense
    and for the account of the other party and without being liable for any damage suffered by the other party resulting from this
    .

Transportation/risk

  1. The method of transport, shipping, packaging and the like shall, if no further
    indication has been provided to us by the other party, be determined by us as a good custodian/ merchant
    . Unless otherwise agreed, the other party assumes all risk in this, including
    fault/ negligence of the carrier.
  2. Any specific wishes of the other party regarding transport/shipment,
    will only be carried out if the other party has declared that it will
    bear the additional costs thereof.
  3. We are entitled to charge a fee for durable packaging materials,
    which will be stated on the invoice. If we charge such a fee
    , it will be settled after return in undamaged condition.

Force majeure

  1. For this purpose, "force majeure" shall mean:
    any circumstance independent of the will of the parties or unforeseeable as a result of which performance
    of the agreement can no longer reasonably be required by the other party.
  2. If in our judgment the force majeure will be of a temporary nature, we have the right to suspend the
    performance of the agreement for as long as the circumstance causing the force majeure
    no longer occurs.
  3. If, in our judgment, the force majeure situation is of a permanent nature, then the parties may make an arrangement
    about the dissolution of the agreement and the related consequences.
  4. We shall be entitled to demand payment for the services rendered in the execution of the
    agreement in question before the force majeure-causing circumstance became apparent
    .
  5. The party that believes it is (or will be) in force majeure shall immediately notify the other party
    .

Liability  

  1. Any complaints will only be considered by us if they have reached us
    directly in writing within 8 days of delivery of the performance in question,
    accurately stating the nature and basis of the complaints.
  2. Complaints about invoices must also be submitted in writing and within 14
    days of the invoice date.
  3. After expiry of this period, the other party is deemed to have approved the delivered goods or the
    invoice, respectively. In that case complaints will no longer be dealt with by us
    .
  4. If the complaint is found by us to be justified, we are only obliged to still deliver the
    agreed performance.
  5. Only if and insofar as the claim is found to be well-founded does this suspend the
    other party's obligation to pay until the claim has been settled.
  6. Return of the delivered goods can only take place after our prior written
    consent, under conditions to be determined by us.

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  1. Any complaints will only be considered by us if they have reached us
    directly in writing within 8 days of delivery of the performance in question,
    accurately stating the nature and basis of the complaints.
  2. Complaints about invoices must also be submitted in writing and within 14
    days of the invoice date.
  3. After expiry of this period, the other party is deemed to have approved the delivered goods or the
    invoice, respectively. In that case complaints will no longer be dealt with by us
    .
  4. If the complaint is found by us to be justified, we are only obliged to still deliver the
    agreed performance.
  5. Only if and insofar as the claim is found to be well-founded does this suspend the
    other party's obligation to pay until the claim has been settled.
  6. Return of the delivered goods can only take place after our prior written
    consent, under conditions to be determined by us.

 

Warranty

Our warranty on the quality of delivered items, is limited to that granted to us by the manufacturer.

 

Retention of title


  1. Delivered goods remain our property until such time as all our deliveries and work carried out or to be carried out under agreement
    including interest and costs are paid by the other party. In case of suspension of payment,
    bankruptcy, suspension of payment, liquidation of the other party, or death when the
    other party is a natural person, we are entitled to cancel the order in whole or in part without notice of default or
    judicial intervention and to reclaim the unpaid part of
    the delivered goods. Cancellation and repossession shall not affect our right to compensation for
    loss or damage. In these cases, any claim by us against the other party shall be immediately and
    due and payable in full.
  2. The goods may be resold or used by the other party in the normal course of his business
    but may not be pledged nor
    serve as security for a claim of a third party. In the event of resale of goods which have not (yet) been paid for in full
    , the other party shall be obliged to
    make the same retention of title as set out in these terms and conditions.
  3. We are at all times entitled to take away (or have taken away) the goods delivered on the basis of these conditions at
    the other party or his holders, if the other party does not comply with its obligations
    . The other party must provide all necessary cooperation to this end at the first request
    on penalty of a fine of € 1,000.00 per day that it is/remains in default.
  4. As security for the correct payment of all our claims, on whatever account,
    we also acquire a non-possessory pledge - by the arising of the claim - on all those
    goods in which the goods delivered by us have been processed, or of which they form part.
    As long as one of our claims has not been paid, we also acquire a non-possessory pledge on all
    claims which the other party could enforce against any third party in connection with goods delivered by
    us. The other party is obliged at our first request to provide all relevant information
    and documentation in this regard on penalty of a fine of € 1,000.- per day that
    it is/remains in default. The order signed by the other party and the subsequent
    written acceptance on our part count as a private deed as referred to in the Law.

 

payment

  1. Unless otherwise agreed in writing, payment must be made in cash without discount or
    offsetting upon delivery, or by deposit or transfer to a bank account designated by us
    within 30 days of the invoice date.
    The value date indicated on our bank statements is decisive and is therefore considered to be
    payment behavior.
  2. All payments made by the other party extend primarily to payment of any interest
    and collection costs incurred by us and then to payment of the oldest
    outstanding invoices.
  3. In the event that the other party:
    -is declared bankrupt, renounces estate, submits a request
    for suspension of payment, or all or part
    of its property is seized,
    -deceases or is placed under guardianship,
    -does not comply with any obligation resting on it by virtue of the law or of these conditions
    ,
    fails to pay an invoice amount or a part thereof within the term set for it
    ,
    -continues or transfers its business or an important part
    thereof, including the contribution of its business to an already existing company to be incorporated or
    or proceeds to change the objective of
    its business.
    by the mere occurrence of one of the aforementioned circumstances, we have the right either
    to dissolve the agreement, or to claim any amount owed by the other party on the basis of
    the services provided by us, immediately and without any warning or notice of default
    being necessary, all this without prejudice to our right to compensation of costs,
    damages and interest.

Interest and expenses

  1. If payment has not been made within the period specified in the previous article, the
    other party shall be in default by operation of law and shall owe interest of 1% per (part
    of a) month from the invoice date on the outstanding amount.
  2. All judicial and extrajudicial costs to be incurred shall be borne by the
    other party. The judicial costs also include all actual costs of legal and
    procedural assistance incurred during legal proceedings, which exceed the liquidation rate
    . The extrajudicial collection costs amount to at least 15% of the amount owed by the other party, including
    the aforementioned interest.

 

Applicable

All our offers, agreements and the performance thereof are governed exclusively by Dutch law.

Disputes

All disputes, including those that can only be considered as such by one party
, arising from or related to the agreement to which these terms and conditions
apply or the terms and conditions in question themselves and their interpretation or performance, both of
factual and legal nature, shall be settled by the competent civil court within
whose jurisdiction our domicile is located, unless the district court has jurisdiction.

Contact details:

TEFAB BV

Address:

Phantom 3

5126 RJ Gilze

Chamber of Commerce: 20065325

VAT: NL8005.13.320.B.01

Phone number:
+31 (0)162 455 515

E-mail: info@tefab.nl