Terms & Conditions

Article 1

General

These terms and conditions apply to every offer, quotation and agreement between TEPE BUILDING MATERIALS BV, hereinafter referred to as: “Supplier”, and a Counterparty to whom Supplier has declared these terms and conditions applicable, insofar as the parties have not expressly deviated from these terms and conditions in writing.
These terms and conditions also apply to agreements with the Supplier, for the execution of which the Supplier must involve third parties.
These general terms and conditions are also written for the employees of the Supplier and its managers.
The applicability of any purchasing or other conditions of the Counterparty is expressly rejected.
If one or more provisions of these general terms and conditions are at any time declared null and void or annulled, in whole or in part, the remainder of these general terms and conditions will remain fully applicable. The Supplier and the Counterparty will then consult with each other to agree on new provisions to replace the null and void or annulled provisions, whereby the purpose and intent of the original provisions will be taken into account as much as possible.
If one or more provisions of these general terms and conditions are unclear, the interpretation should be in accordance with the spirit of these provisions.
If a situation arises between the parties that is not covered by these general terms and conditions, then this situation must be assessed in accordance with the spirit of these general terms and conditions.
If the Supplier does not always require strict compliance with these conditions, this does not mean that the provisions thereof do not apply, or that the Supplier in any way loses the right to require strict compliance with the provisions of these conditions in other cases.

Article 2

Quotations and Offers

All quotations and offers from the Supplier are non-binding, unless a term for acceptance is specified in the quotation. A quotation or offer expires if the product to which it relates becomes unavailable in the meantime.

The Supplier cannot be held to its quotations or offers if the Counterparty could reasonably understand that the quotations or offers, or a part thereof, contain an obvious error or typographical error.

The prices stated in a quotation or offer are exclusive of VAT and other government levies, any costs to be incurred under the agreement, including travel and accommodation, shipping and administration costs, unless stated otherwise.

If the acceptance (on minor points) deviates from the offer contained in the quotation or offer, the Supplier is not bound by it. The agreement will not be concluded in accordance with this deviating acceptance, unless the Supplier indicates otherwise.

A composite quote does not obligate the Supplier to perform part of the order for a corresponding portion of the quoted price. Offers or quotes do not automatically apply to future orders.

Article 3

Duration, Delivery & Execution

The agreement between the Supplier and the Counterparty is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.
If a deadline has been agreed upon or specified for the completion of certain work or for the delivery of certain items, this is never a strict deadline. If a deadline is exceeded, the Counterparty must therefore notify the Supplier in writing of the default. The Supplier must then be given a reasonable period to still perform the agreement.
If the Supplier requires information from the Counterparty for the performance of the agreement, the performance period will not commence until the Counterparty has made this information available to the Supplier correctly and completely.
Delivery takes place ex works of the Supplier. The Counterparty is obligated to accept the goods at the time they are made available to it. If the Counterparty refuses to accept delivery or fails to provide information or instructions necessary for delivery, the Supplier is entitled to store the goods at the Counterparty's expense and risk.
The Supplier has the right to have certain work carried out by third parties.
The Supplier has the right to execute the agreement in different phases and to invoice the part thus executed separately.
If the agreement is performed in phases, the Supplier may suspend the performance of those parts belonging to a subsequent phase until the Other Party has approved the results of the preceding phase in writing.
If, during the performance of the agreement, it becomes apparent that it is necessary to amend or supplement it for its proper execution, the parties will amend the agreement in a timely manner and in mutual consultation. If the nature, scope, or content of the agreement is changed, whether or not at the request or instruction of the Other Party, the competent authorities, etc., and the agreement is thereby amended qualitatively and/or quantitatively, this may also have consequences for what was originally agreed. As a result, the originally agreed amount may also be increased or decreased. The Supplier will provide a price quote in advance whenever possible. Furthermore, an amendment to the agreement may alter the originally specified performance period. The Other Party accepts the possibility of amending the agreement, including changes in price and performance period.
If the agreement is amended, including any supplement, the Supplier is entitled to implement it only after approval has been given by the authorized person within the Supplier and the Counterparty has agreed to the price and other conditions specified for the implementation, including the time at which it will be implemented. Failure to implement the amended agreement, or failure to implement it immediately, does not constitute a breach of contract on the part of the Supplier, nor does it constitute grounds for the Counterparty to terminate or cancel the agreement. Without thereby being in default, the Supplier may refuse a request to amend the agreement if this could have consequences, for example, for the work to be performed or the goods to be delivered in that context, in terms of quality and/or quantity.
If the Counterparty fails to properly fulfil its obligations to the Supplier, the Counterparty shall be liable for all damage (including costs) incurred directly or indirectly by the Supplier as a result thereof.
If the Supplier agrees a fixed price with the Counterparty, the Supplier is nevertheless entitled at all times to increase the price without the Counterparty being entitled to terminate the agreement for that reason, if the price increase results from a power or an obligation incumbent on the Supplier under the law or regulations or is caused by an increase in the price of raw materials, wages, etc. or on other grounds that were not reasonably foreseeable at the time the agreement was concluded.
If the price increase, other than as a result of an amendment to the agreement, amounts to more than 10% and takes place within three months after the conclusion of the agreement, then only the Counterparty who is entitled to rely on Title 5, Section 3 of Book 6 of the Dutch Civil Code shall have the right to terminate the agreement by a written statement, unless the Supplier is then still prepared to perform the agreement on the basis of the originally agreed, or if the price increase results from a power or an obligation resting on the Supplier under the law or if it has been agreed that the delivery will take place more than three months after the purchase.

Article 4

Suspension & Termination

The Supplier is entitled to suspend the fulfillment of the obligations or to terminate the agreement if:
- the Counterparty fails to fulfil its obligations under the agreement, fails to fulfil them in full or fails to fulfil them on time;
- circumstances that have come to the attention of the Supplier after the conclusion of the agreement give good reason to fear that the Other Party will not fulfil its obligations;
- the Counterparty was requested to provide security for the fulfilment of its obligations under the agreement upon entering into the agreement and this security is not provided or is insufficient;
- If, due to the delay on the part of the Counterparty, the Supplier can no longer be required to fulfil the agreement under the originally agreed conditions, the Supplier is entitled to terminate the agreement.
Furthermore, the Supplier is entitled to terminate the agreement if circumstances arise that are of such a nature that compliance with the agreement is impossible or if other circumstances arise that are of such a nature that continued maintenance of the agreement unchanged cannot reasonably be expected of the Supplier.
If the agreement is terminated, the Supplier's claims against the Counterparty are immediately due and payable. If the Supplier suspends fulfillment of its obligations, it retains its rights under the law and the agreement.
If the Supplier suspends or terminates the agreement, he shall in no way be obliged to compensate for any damage or costs incurred in any way whatsoever as a result.
If the termination is attributable to the Counterparty, the Supplier is entitled to compensation for the damage, including costs, directly and indirectly incurred as a result.
If the Counterparty fails to fulfil its obligations arising from the agreement and this failure justifies termination, the Supplier shall be entitled to terminate the agreement immediately and with immediate effect without any obligation on its part to pay any damages or compensation, while the Counterparty, on account of an attributable failure, is obliged to pay damages or compensation.
If the Supplier terminates the agreement prematurely, the Supplier will, in consultation with the Counterparty, ensure that any work still to be performed is transferred to third parties. This applies unless the termination is attributable to the Counterparty. If the transfer of the work entails additional costs for the Supplier, these will be charged to the Counterparty. The Counterparty is obligated to pay these costs within the specified period, unless the Supplier indicates otherwise.
In the event of liquidation, (application for) suspension of payments or bankruptcy, seizure – if and insofar as the seizure has not been lifted within three months – at the expense of the Counterparty, debt restructuring or any other circumstance as a result of which the Counterparty can no longer freely dispose of its assets, the Supplier is entitled to terminate the agreement immediately and with immediate effect or to cancel the order or agreement, without any obligation on its part to pay any damages or compensation. In that case, the Supplier's claims against the Counterparty shall be immediately due and payable.
If the Counterparty cancels an order in whole or in part, the ordered or prepared items, increased by any supply and delivery costs thereof and the working time reserved for the execution of the agreement, will be charged in full to the Counterparty.

Article 5

Force Majeure

The Supplier is not obliged to fulfil any obligation towards the Counterparty if it is prevented from doing so as a result of a circumstance which is not attributable to fault and for which it is not responsible under the law, a legal act or generally accepted views.
Force majeure, in these terms and conditions, means, in addition to its definition in law and case law, all external causes, whether foreseen or unforeseen, over which the Supplier has no control, but which prevent the Supplier from fulfilling its obligations. This includes strikes in the Supplier's business or that of third parties. The Supplier also has the right to invoke force majeure if the circumstance preventing (continued) fulfillment of the agreement occurs after the Supplier should have fulfilled its obligation.
The Supplier 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 terminate the agreement without any obligation to compensate the other party for damages.
If, at the time the force majeure occurs, the Supplier has already partially fulfilled its obligations under the agreement or will be able to fulfill them, and the part fulfilled or yet to be fulfilled has independent value, the Supplier is entitled to invoice the part already fulfilled or yet to be fulfilled separately. The Other Party is obliged to pay this invoice as if it were a separate agreement.

Article 6

Payment & Collection Costs

Payment must be made within 7 days of the invoice date in a manner specified by the Supplier and in the currency in which the invoice was issued, unless otherwise indicated in writing by the Supplier. The Supplier is entitled to invoice periodically.
If the Counterparty fails to pay an invoice within the payment term, the Counterparty is legally in default. The Counterparty will then owe interest of 1% per month, unless the statutory interest rate is higher, in which case the statutory interest rate will be due. Interest on the amount due will be calculated from the moment the Counterparty is in default until the moment of payment of the full amount due.
The Supplier shall always have the right to deduct payments made by the Counterparty firstly from the costs, then from the accrued interest and finally from the principal amount and current interest.
The Supplier may, without defaulting, refuse an offer of payment if the Counterparty specifies a different order for the allocation of the payment. The Supplier may refuse full repayment of the principal amount if the accrued and current interest and collection costs are not also paid.
The Counterparty is never entitled to offset any amount owed to the Supplier.
Objections to the amount of an invoice do not suspend the payment obligation. The Counterparty who is not entitled to invoke Article 6:5.3 of the Dutch Civil Code (Articles 231 through 247 of Book 6 of the Dutch Civil Code) is also not entitled to suspend payment of an invoice for any other reason.
If the Counterparty is in default or in breach of its obligations (on time), all reasonable costs incurred to obtain satisfaction out of court shall be borne by the Counterparty. The extrajudicial costs shall be calculated based on customary Dutch debt collection practice, in accordance with the collection rates of the Dutch Bar Association. However, if the Supplier has incurred higher collection costs that were reasonably necessary, the actual costs incurred shall be eligible for reimbursement. Any legal and enforcement costs incurred shall also be recovered from the Counterparty. The Counterparty shall also owe interest on the collection costs incurred.

Article 7

Retention of Title

All items delivered by the Supplier under the agreement remain the property of the Supplier until the Other Party has properly fulfilled all obligations arising from the agreement(s) concluded with the Supplier.
Items delivered by the Supplier that are subject to the retention of title pursuant to paragraph 1 may not be resold and may never be used as a means of payment. The Counterparty is not authorized to pledge or otherwise encumber the items subject to the retention of title.
The Counterparty must always do everything that may reasonably be expected of it to safeguard the ownership rights of the Supplier.
If third parties seize the goods delivered under retention of title or wish to establish or assert rights thereto, the Counterparty is obliged to inform the Supplier thereof without delay.
The Counterparty undertakes to insure and keep insured the goods delivered under retention of title against fire, explosion, and water damage, as well as against theft, and to provide the Supplier with a copy of this insurance policy for inspection upon first request. Upon payment of the insurance, the Supplier is entitled to these funds. To the extent necessary, the Counterparty undertakes to cooperate with the Supplier in all matters that may (appear to be) necessary or desirable in this regard.
If the Supplier wishes to exercise its ownership rights as stated in this article, the Counterparty hereby grants unconditional and irrevocable permission to the Supplier and third parties designated by the Supplier to enter all places where the Supplier's property is located and to take back those items.

Article 8

Guarantees, Inspection & Complaints

The items to be delivered by the Supplier meet the usual requirements and standards that can reasonably be expected of them at the time of delivery and for which they are intended for normal use in the Netherlands. The warranty stated in this article applies to items intended for use within the Netherlands.
The warranty referred to in paragraph 1 of this article applies for a period of 7 days after delivery, unless the nature of the delivered goods dictates otherwise or the parties have agreed otherwise. If the warranty provided by the Supplier concerns an item manufactured by a third party, the warranty is limited to that provided by the manufacturer of the item, unless stated otherwise.
Any form of warranty shall lapse if a defect arises as a result of or results from improper or inappropriate use thereof or use after the expiry date, incorrect storage or maintenance thereof by the Counterparty and/or by third parties when, without the written permission of the Supplier, the Counterparty or third parties have made or attempted to make changes to the item, other items have been attached to it that should not be attached to it or if these have been processed or treated in a manner other than that prescribed.
The Counterparty is obligated to inspect the delivered goods upon delivery or surrender. In doing so, the Counterparty must examine whether the quality and/or quantity of the delivered goods corresponds to what was agreed and meets the requirements agreed upon by the parties. Any visible defects must be reported to the Supplier in writing within seven days of delivery. Any hidden defects must be reported to the Supplier in writing immediately, but in any case no later than fourteen days after discovery.
If the Counterparty makes a timely complaint, this does not suspend its payment obligation.
If a defect is reported later, the Counterparty will no longer be entitled to repair, replacement or compensation.
If it is established that an item is defective and a complaint has been made in a timely manner, the Supplier will, within a reasonable period after receipt of the defective item or, if return is not reasonably possible, written notice of the defect by the Counterparty, at the Supplier's discretion, replace or arrange for its repair or provide the Counterparty with compensation. In the event of replacement, the Counterparty is obliged to return the replaced item to the Supplier and transfer ownership thereof to the Supplier, unless the Supplier indicates otherwise.
If it is established that a complaint is unfounded, the costs incurred as a result, including investigation costs, will be borne in full by the Other Party on the Supplier's side.
After the warranty period expires, all costs for repair or replacement, including administrative, shipping and call-out costs, will be charged to the Other Party.
Notwithstanding the statutory limitation periods, the limitation period for all claims and defences against the Supplier and third parties involved by the Supplier in the performance of an agreement is one year.

Article 9

Liability

If the Supplier should be liable, then this liability is limited to what is stated in this provision.
The Supplier shall not be liable for damage of any nature whatsoever arising from the Supplier's reliance on incorrect and/or incomplete information provided by or on behalf of the Other Party.
If the Supplier is liable for any damage, the Supplier's liability is limited to a maximum of twice the invoice value of the order, or at least to that part of the order to which the liability relates.
The Supplier's liability is in any case always limited to the amount of the payment made by its insurer in the event.
The Supplier is only liable for direct damage.
Direct damage is understood to mean exclusively the reasonable costs of determining the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions, any reasonable costs incurred to ensure that the Supplier's defective performance complies with the agreement, insofar as these can be attributed to the Supplier and reasonable costs incurred to prevent or limit damage, insofar as the Other Party demonstrates that these costs have led to a limitation of direct damage as referred to in these general terms and conditions.
The Supplier shall never be liable for indirect damage, including consequential damage, lost profits, lost savings and damage due to business stagnation.
The limitations of liability mentioned in this article do not apply if the damage is due to intent or gross negligence on the part of the Supplier or its managerial subordinates.

Article 10

Transfer of Risk

The risk of loss, damage or depreciation shall pass to the Counterparty at the time the goods are placed in the Counterparty's possession.

Article 11

Indemnification

The Counterparty shall indemnify the Supplier against any claims from third parties who suffer damage in connection with the performance of the agreement and the cause of which is attributable to parties other than the Supplier.
If the Supplier is held liable for this, the Counterparty is obligated to assist the Supplier both in and out of court and to immediately do everything that may be expected of them in that case. Should the Counterparty fail to take adequate measures, the Supplier is entitled, without notice of default, to take such measures itself. All costs and damages incurred by the Supplier and third parties as a result thereof shall be borne entirely by the Counterparty.

Article 12

Intellectual Property

The Supplier reserves all rights and powers to which it is entitled under the Copyright Act and other intellectual property laws and regulations. The Supplier has the right to use the knowledge acquired through the performance of an agreement for other purposes as well, provided that no strictly confidential information of the Other Party is disclosed to third parties.

Article 13

Applicable Law & Disputes

All legal relationships in which the Supplier is a party are governed exclusively by Dutch law, even if an obligation is performed in whole or in part abroad or if the party to the legal relationship resides there. The applicability of the Vienna Sales Convention is excluded.
The competent court in the Supplier's place of business has exclusive jurisdiction to hear disputes, unless mandatory law prescribes otherwise. Nevertheless, the Supplier has the right to submit the dispute to the legally competent court.
The parties will only appeal to the court after they have made every effort to settle a dispute by mutual agreement.

Article 14

Location & Amendment

These terms and conditions are made available to the Other Party upon concluding the agreement or issuing a quotation/invoicing, etc.
The most recently filed version or the version applicable at the time the legal relationship with the Supplier was established shall always apply.
The Dutch text of the general terms and conditions is always decisive for their interpretation.

TEPETOOLS

General Terms & Conditions