Return to previous page

General Delivery Terms

GENERAL DELIVERY TERMS Tirema b.v.

1 General

1.1 These conditions (“Conditions”) apply to every offer, quotation and agreement between Tirema b.v., hereinafter referred to as “Tirema b.v.”, and its customers, hereinafter referred to as “Customer”. Deviations from the Terms must be expressly agreed upon in writing.
1.2 The applicability of any purchase or other conditions of the Customer is hereby expressly rejected.
1.3 The Customer may not transfer the rights and obligations arising from a contract to third parties in any way whatsoever without the written consent of Tirema b.v.
Tirema b.v. will not withhold this permission on unreasonable grounds.

2 Quotations and offers

2.1 All quotations and offers from Tirema bv are without obligation, regardless of whether a deadline for acceptance has been set.
2.2 Tirema b.v. cannot be held to its quotations or offers if the Customer can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or error.
2.3 All leaflets, descriptions, specifications, drawings and indications of weight and dimensions provided by Tirema b.v. are purely indicative and no rights may be derived from them, unless expressly agreed otherwise.
2.4 The prices mentioned in a quotation or offer are exclusive of VAT and other government levies, the cost of packaging, installation costs and any additional costs to be incurred in connection with the agreement, including travel and accommodation, postage and administration costs, unless otherwise indicated.
2.5 Tirema b.v. is not bound by any order that deviates (whether or not on minor points) from the offer included in the quotation or offer. The agreement is then not concluded in accordance with this deviating acceptance, unless Tirema BV indicates otherwise.
2.6 A composite quotation does not oblige Tirema b.v. to perform part of the assignment at a corresponding part of the quoted price.

3 Delivery periods, execution and amendment of agreement

3.1 Deadlines agreed or specified for the completion of certain work or for the delivery of certain goods are indicative only and are not a deadline.
3.2 If Tirema bv requires information from the Customer for the execution of the agreement, the execution period shall not commence until the Customer has made this information available to Tirema bv correctly and completely.
3.3 Delivery shall be made ex Tirema b.v. in accordance with the applicable Incoterms.
3.4 The Customer is obliged to take delivery of the goods at the time they are made available to him. If the Customer refuses to take delivery or is negligent in providing information or instructions necessary for delivery, Tirema b.v. shall be entitled to store the goods at the expense and risk of the Customer.
3.5 Tirema b.v. shall be entitled to execute the agreement in several phases and to invoice the portion thus executed separately.
3.6 If the agreement is performed in phases, Tirema bv may suspend the performance of those parts that belong to a subsequent phase until the Customer has approved in writing the results of the preceding phase.
3.7 Changes or additions to the agreements must be expressly agreed in writing. If the Customer requests an amendment and/or addition to an agreement and the parties do not reach an agreement, the agreement will remain in its original form.
3.8 If during the execution of the agreement it becomes apparent that for a proper execution it is necessary to modify or supplement it, then the parties will timely and in mutual consultation adapt the agreement. If the nature, scope or content of the agreement, whether or not at the request or indication of the Customer, of the competent authorities et cetera, is amended and the agreement is thereby qualitatively and / or quantitatively changed, this may also have consequences for what was originally agreed. As a result, the amount originally agreed upon may be increased or decreased. Tirema b.v. will provide as much advance pricing as possible. An amendment to the agreement may also change the originally specified period of execution. The Customer accepts the possibility of amending the agreement, including the change in price and term of execution.
3.9 Tirema b.v. is entitled to increase the agreed price, even if a fixed price has been agreed, on the basis of a power or obligation under the law or regulations or if the increase is due to a rise in the price of raw materials, wages etc. or on other grounds – insofar as they were not reasonably foreseeable at the time the agreement was concluded – without the Customer being entitled in that case to dissolve the agreement for that reason.

4 Suspension, dissolution and early termination of the agreement

4.1 Tirema b.v. is authorized to suspend the fulfilment of its obligations or to dissolve the agreement:

  • If the Customer does not comply with the obligations under the agreement, or does not comply fully or on time;
  • if, after the conclusion of the agreement, Tirema BV learns of circumstances that give good reason to fear that the Customer will not fulfil his obligations;
  • if the Customer, at the conclusion of the agreement, was requested to provide security for the fulfillment of its obligations under the agreement and this security is not provided or is insufficient;
  • if, due to a delay on the part of the Customer, it can no longer be required of Tirema BV to perform the agreement under the originally agreed conditions;
  • in case of liquidation, of (application for) suspension of payment or bankruptcy of the Customer, of attachment at the expense of the Customer – if and insofar as the attachment has not been lifted within three months -, of debt restructuring or any other circumstance as a result of which the Customer can no longer freely dispose of its assets;
  • if circumstances arise of such a nature that fulfilment of the agreement is impossible or if other circumstances arise of such a nature that the unaltered maintenance of the agreement cannot reasonably be required of Tirema BV.

4.2 If the agreement is dissolved, the claims of Tirema b.v. against the Customer shall be immediately due and payable. If Tirema b.v. suspends fulfilment of its obligations, it shall retain its claims under the law and the agreement.
4.3 If Tirema BV proceeds with suspension or dissolution, it shall not be liable in any way for compensation of damage and costs arising in any way. If the dissolution is attributable to the Customer, Tirema BV shall be entitled to compensation for the damage, including the costs, incurred directly and indirectly as a result.

5 Force Majeure

5.1 Tirema BV shall not be obliged to fulfil any obligation towards the Customer if it is prevented from doing so as a result of a circumstance that is not due to fault, and for which it is not responsible by virtue of the law, a juristic act or generally accepted practice.
5.2 In these general terms and conditions, force majeure is defined, in addition to what is understood in the law and jurisprudence, as all external causes, foreseen or unforeseen, over which Tirema bv has no influence, but as a result of which Tirema bv is unable to fulfil its obligations. Strikes in the company of Tirema BV or third parties are included. Tirema bv shall also be entitled to invoke force majeure if the circumstance preventing (further) fulfilment of the agreement occurs after Tirema bv should have fulfilled its commitment.
5.3 Tirema b.v. may suspend its obligations under the agreement during the period of force majeure. If this period lasts longer than two months, either party is entitled to dissolve the agreement without any obligation to compensate the other party for damages.
5.4 Insofar as Tirema bv has already partially fulfilled its obligations arising from the agreement at the time when force majeure occurs, or will be able to fulfil them, and independent value can be attributed to the fulfilled or still to be fulfilled part, Tirema bv shall be entitled to separately invoice the part already fulfilled or still to be fulfilled respectively. The Customer is obliged to pay this invoice as if it were a separate agreement.

6 Return shipment

6.1Tirema bv shall never be obliged to take back goods or works already delivered. If, contrary to the above, Tirema bv. agrees to return the goods and/or works delivered by it, these goods and/or works must be returned to Tirema bv. in their original condition and in their original packaging and in accordance with the conditions (if any) specified by Tirema bv. Tirema bv. is not obliged to reimburse the Buyer for the costs associated with the return. Tirema bv. reserves the right to charge the buyer 15% of the costs associated with the return. Specially ordered and manufactured products are not eligible for return.

7 Payment, contractual interest and collection costs

7.1 Payment must be made without suspension or set-off within the agreed payment term by transferring the amount owed to bank account number NL97INGB0007358052 ING bank in the name of Tirema b.v. in Oud-Beijerland. User is entitled to invoice periodically.
7.2 Tirema b.v. is, if there is reasonable cause to do so, also during the execution of the agreement, entitled to require the Customer to provide security.
7.3 By the expiry of the payment term, the customer shall be in default by operation of law, without any notice of default being required. The customer shall then owe an interest of 2% per month. As soon as the other party is in default, all (future) claims of the user on the client shall become immediately due and payable and default shall also commence in respect of such claims without notice of default or other prior declaration within the meaning of Article 6:80 et seq. of the Dutch Civil Code. In that case user is authorized to suspend his/her obligations under any agreement entered into with the customer until full payment of all due and payable claims has been received. Interest on the amount due and payable will be calculated from the time the Customer is in default until the time the full amount due is paid.
7.4 Tirema b.v. shall be entitled to have the payments made by the Customer go first of all to reduce the costs, then to reduce the interest still due and finally to reduce the principal sum and the current interest.
7.5 The Customer is not entitled to set off or to suspend the amount he owes to Tirema bv.
7.6 Objections to the amount of an invoice do not suspend the payment obligation.
7.7 If the other party is in default with the (timely) fulfillment of any (payment) obligation, then, in addition to the principal and interest, all costs incurred in obtaining satisfaction out of court shall be borne by the customer. The extrajudicial collection costs shall be at least 15% of the principal sum due with a minimum of € 150.00 excluding VAT.
7.8 In case of liquidation, bankruptcy or (provisional) suspension of payment of the customer or when the application of the debt rescheduling scheme is pronounced with regard to the customer, or when a substantial part of his/her assets are seized as well as in case of force majeure, all obligations of the customer under any agreement shall become immediately due and payable. In that case user is authorized to suspend the execution of any agreement entered into with the customer or to proceed to dissolve that agreement.

8 (Extended) Retention of Title

8.1 All goods delivered and to be delivered shall remain the exclusive property of the vendor until all claims which the vendor has or shall obtain against his buyer, including in any case those referred to in Book 3, paragraph 2 of the Dutch Civil Code, have been paid in full.
8.2 As long as ownership of the goods has not been transferred to the Buyer, the Buyer may not pledge the goods or grant third parties any other right thereto, except within the normal operations of its business. The Buyer undertakes, at the Seller’s first request, to cooperate in the establishment of a lien on the claims which the Buyer obtains or will obtain on its customers on account of the resale of goods.
8.3 The buyer shall be obliged to cooperate in this matter by providing us at our first request with the names and addresses of the aforementioned customers on penalty of forfeiture of an immediately due and payable penalty of 10% of the outstanding claim of us on the buyer, with a minimum of Euro 750.00 per day or part of the day that the buyer is in default in complying with this obligation, as well as an amount of Euro 500.00 for each day thereafter that the violation continues.
8.4 The buyer will be obliged to store the goods delivered under retention of title with due care and as the seller’s recognizable property.
8.5 The seller is entitled to take back the goods delivered under retention of title and still in the buyer’s possession if the buyer is in default of payment or has or is likely to have payment difficulties. The buyer shall at all times allow the seller free access to its premises and/or buildings for the purpose of inspecting the goods and/or exercising the seller’s rights.
8.6 The provisions set out under 1 to 5 above do not affect the Seller’s other rights.

9 Warranties, Examination and Complaints, Statute of Limitations

9.1 Tirema bv guarantees that the goods to be delivered are free of material and manufacturing defects. Parts containing material and manufacturing defects will be replaced at no charge if presented CIF to Tirema b.v. 9.2 The repaired and/or replaced parts shall be delivered Ex-Works by Tirema b.v. Replacement and/or repair shall not result in an extension of the warranty period referred to in paragraph 1. The costs associated with import or export or other additional costs shall be borne by Customer.
9.3 If a different guarantee scheme has been agreed between the parties, it explicitly applies instead of, and not in addition to, the guarantee referred to in paragraph 1.
9.4 Any and all guarantees provided by Tirema bv shall lapse as a result of modification, maintenance or repair of the goods by parties other than (designated by) Tirema bv, as well as in the event of misuse, inexpert use or improper storage of the goods, use contrary to the instructions for use and safety of the goods or external circumstances.
9.5 The Customer shall be obliged to examine the delivered goods, or have them examined, immediately at the moment that the goods are made available to him or the work in question is performed, respectively. In doing so, the Customer should investigate whether the quality and/or quantity of the delivered goods corresponds to what was agreed upon and meets the requirements that the parties agreed upon in this respect. Visible defects must be reported in writing to Tirema b.v. within 14 days of delivery. Non-visible defects must be reported in writing to Tirema BV immediately, but in any case within 14 days of their discovery. The notification must contain as detailed a description as possible of the defect, so that Tirema BV is able to respond adequately. The Customer must give Tirema bv the opportunity to investigate a complaint (or have it investigated).
9.6 Exceeding the deadlines referred to in the previous paragraph shall result in the Customer’s forfeiture of rights.
9.7 If it is established that a complaint is unfounded, the costs incurred by Tirema BV as a result, including research costs, will be borne in full by the Customer.
9.8 Notwithstanding the statutory periods of limitation, the period of limitation for all claims and defences against Tirema b.v. and the third parties involved by Tirema b.v. in the execution of a contract is one year.

10 Liability

10.1 Tirema BV is not liable for damage of any kind arising because Tirema BV assumed incorrect and/or incomplete information provided by or on behalf of the Customer.
10.2 Any liability of Tirema BV for indirect damages is excluded, including consequential damages, lost profits, lost savings and damage due to business interruption. Furthermore, the liability of Tirema b.v. shall be limited to the fulfilment of the guarantee included in Article 8.
10.3 The liability of Tirema b.v. shall in any event be limited to the amount paid out by its insurer in the case in question.
10.4 The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence on the part of Tirema BV.

11 Indemnification

11.1 The Customer shall indemnify Tirema bv against any claims by third parties who suffer damage in connection with the execution of the agreement and whose cause is attributable to parties other than Tirema bv.
11.2 Should Tirema bv be held liable by third parties for that reason, the Customer shall be obliged to assist Tirema bv both extra-judicially and judicially and to do without delay everything that may be expected of it in that case. Should the Customer fail to take adequate measures, Tirema bv shall be entitled to do so itself, without notice of default. All costs and damages on the part of Tirema BV and third parties resulting from this shall be borne entirely by the Customer.

12 Intellectual Property

12.1 All intellectual property rights vested in or related to the delivered goods, including modifications, manuals and other related documents or items, shall remain the property of Tirema b.v. or its licensors.

13 Applicable law and disputes

13.1 Dutch law shall apply exclusively to all legal relationships to which Tirema BV is a party, even if an obligation is wholly or partially fulfilled abroad or if the party involved in the legal relationship has its place of residence there. The applicability of the Vienna Sales Convention is excluded.
13.2 The judge in the place of business of Tirema BV is exclusively authorized to take cognizance of disputes, unless the law prescribes otherwise. Nevertheless, Tirema b.v. has the right to submit the dispute to the competent court according to the law.
13.3 The parties will only appeal to the courts after they have made every effort to settle a dispute by mutual consultation.

14 Location

14.1 These terms and conditions can be downloaded from the Internet at www.tirema.nl. and www.voorwaarden.net

Drawn up 01-04-2021 in Oud-Beijerland

© 2019 - 2023 Tirema | Alle rechten voorbehouden.