1.1 In these Terms and Conditions, the following definitions apply:
TSS: Total Safety Solutions B.V. and all its affiliates and companies;
Customer: the counterparty of TSS;
Parties: the parties to the agreement to be concluded;
Conditions: the present general delivery conditions.
1.2 These Terms and Conditions apply to all offers and agreements – as well as to the phase preceding them – that TSS makes to or concludes with the Customer. They also apply to any additional or follow-up agreements. Furthermore, they apply to all forms of service by (an employee of) TSS to (an employee of) the Customer that is (to some extent) related to the agreements referred to in the first sentence (such as, but not limited to, the provision of technical advice).
1.3 These Terms and Conditions apply exclusively in the sense that specific stipulations and general terms and conditions on the part of the Customer do not apply, except if and insofar as they have been expressly accepted by TSS in writing. A deviating stipulation (condition) only applies if the deviation has been agreed in writing.
1.5 In the event of a conflict between the various conditions, the following order of priority applies: 1. the agreement; and 2. these Terms.
2.1 Unless expressly stated otherwise, all offers made by TSS, in whatever form, are without obligation in the sense that even after the Buyer has accepted an offer from TSS, TSS is authorized to revoke the offer within three full calendar weeks after the acceptance.
2.2 Unless expressly stated otherwise, statements and specifications with regard to dimensions, weights, capacities, performances or results in images, drawings, catalogues, price lists, advertising material and the like are only approximations that are not binding on TSS. The Customer cannot derive any rights from such approaches.
2.3 All offers from TSS are based on the information provided by the Customer with the application. The customer is responsible for a correct and complete application. TSS is not liable for (the consequences of) any incorrect or incomplete information in that application.
2.4 Unless otherwise agreed, offers remain valid for a maximum of 2 months after the date of the offer.
3. Delivery; purchase obligation; time and place of delivery; transfer of risk and ownership
3.1 TSS is authorized to make partial deliveries.
3.2 The term for delivery or execution commences with the conclusion of the agreement.
3.3 If TSS is partly dependent on the cooperation of the Buyer for the execution of the agreement and the Buyer fails in that cooperation for whatever reason, the term for implementation will be extended by as much time as TSS reasonably needs to compensate for the shortcomings of the Buyer. to undo the delay caused. The same applies if delays in implementation arise as a result of requests from or on behalf of the Customer or a government agency to change, adjust or supplement what has been agreed. In addition, the extra costs incurred by TSS in connection with a delay as mentioned above will be borne by the Customer. TSS will only be in default due to the term being exceeded if the Customer sets a reasonable further term in writing after the expiry of the agreed term (which term may not be shorter than fourteen calendar days calculated). from the day of receipt of the notice) — and TSS also fails to fulfill its delivery obligation within that further period for reasons attributable to it.
3.3 Unless expressly agreed otherwise, delivery takes place from TSS's location ("ex works").
3.4 The risk for an item to be delivered by TSS is permanently transferred to the Customer upon arrival at the place of delivery. If the Buyer does not take delivery at the time of delivery agreed between TSS and the Customer, for reasons not attributable to TSS, the risk will transfer permanently to the Customer at that time. All costs related to storage and transport, which TSS must incur from the time of delivery referred to in the previous sentence with regard to the item, shall be borne entirely by the Customer.
3.5 The ownership of goods and goods delivered by TSS remains with TSS until TSS has received full payment from the Customer of all that which the Customer owes TSS for whatever reason (retention of title).
3.6 The Customer may only use goods and goods that are still subject to retention of title within the framework of its normal business activities. Under no circumstances may he alienate, rent out or encumber them with securities or other limited rights in rem. If the Customer fails to fulfill any payment obligation, TSS is authorized to take possession of goods that are still subject to retention of title without the Customer's cooperation. TSS is not obliged to compensate the Customer for the damage it suffers in connection with the repossession. The costs of taking back and, if necessary, cashing in on the goods will be borne entirely by the Buyer. What TSS still has to claim from the Customer is reduced by the economic value of the repossessed goods for TSS. However, TSS is never required to maintain a value that is higher than the price agreed with the Customer for those goods
4. Manual; instruction
4.1 With regard to goods and goods to be delivered, TSS will provide the Buyer with information about the construction, operation and handling of the goods and goods in the form of a manual or instruction book.
4.2 The Customer is entitled to free instruction, insofar as this has been agreed in the relevant agreement.
5. Drawings, software, etc.
5.1 All drawings, images, catalogues, software (software) and other data, insofar as not being a manual or instruction book as referred to in Article 4, which TSS provides to the Customer, remain the property of TSS and must be returned to TSS at TSS's first request. be returned. Without prior written permission, said data may not be copied or made available to third parties.
6. Price; price adjustment
6.1 All amounts stated in the offers, agreements, order confirmations and brochures of TSS are in euros, exclusive of turnover tax and levies imposed by the government, and in the event that TSS arranges for the transport of goods, also excluding in any case the costs related to packaging, packaging, transport and insurance. The items referred to in the previous sentence may be charged by TSS in full to the Customer.
6.2 If a price in a currency other than the Euro has been agreed between TSS and the Buyer and that other currency decreases in value in relation to the Euro after the time of the last (price) offer from TSS, TSS is entitled to adjust the price for as much as is necessary to compensate for the decrease in value that has occurred until the moment of full payment.
6.3 Amounts stated in offers, quotations, order confirmations, brochures et cetera of TSS are based on the most recently known cost components. TSS is entitled to make changes in taxes, levies, wages, social security charges, exchange rates, material, raw material and energy prices or other circumstances that entail an increase in the costs for TSS, to be passed on to the Customer.
6.4 Prices are subject to typing errors. No liability is accepted for the consequences of typing errors.
7. Payment and fulfillment by the Customer
7.1 Insofar as not expressly agreed otherwise, the agreed purchase price must be paid in full within 14 days of the invoice date stated on the relevant invoice, without any discount, by transfer to the bank account specified by TSS for this purpose. The Customer is not authorized to make any settlement. TSS is also entitled to send invoices for partial deliveries.
7.2 Unless TSS has agreed to postponement of payment in writing in advance, the Customer is not entitled to suspend payment of the purchase price, among other things but not exclusively for the reason that the goods delivered or performed by TSS are in its opinion faulty.
7.3 If the Buyer does not fulfill its obligations or does not do so on time, TSS is entitled, without prejudice to its other rights under the law or the agreement and without any notice of default being required:
a. suspension of the performance of the agreement in respect of which the Customer is in default, as well as any other agreements with the Customer;
b. compensation for all direct and indirect damage suffered by TSS as a result of the Customer's non-compliance. Insofar as the non-compliance consists of non-payment or late payment, said compensation will in any case consist of the statutory commercial interest (as referred to in Article 6:119a of the Dutch Civil Code and 6:120 paragraph 2 of the Dutch Civil Code). The interest is due from the moment that the Customer is in default of payment until the moment that the Customer has fully paid what it owes to TSS. Each time after the end of a year, the interest referred to in the previous sentence is also due on the interest already forfeited but not yet paid; c. reimbursement of all judicial and extrajudicial costs, the latter costs being deemed to consist of at least 15% of what the Customer has not paid on time.
7.4 If TSS has reason to doubt whether the Customer has fulfilled its obligations - whereby the following circumstances on the part of the Customer in any case constitute sufficient reason for doubt: repeated negligence in payment; attachment at the expense of the Customer; applying for a moratorium, bankruptcy, starting a WHOA procedure and/or application for debt restructuring (WSNP) of the Customer; shutdown; sale of a substantial part of the shares in the Customer; liquidation of the Customer; sale of a substantial portion of the Customer's assets; a change of control in the Customer; or complete or partial cessation of the Customer's business -; all that which the Customer owes to TSS becomes immediately due and payable and TSS is authorized to suspend the fulfillment of its obligations until fulfillment by the Customer, including full payment, has been completed or if - to the satisfaction of TSS - sufficient security has been provided for the payment. If full payment or adequate security is not provided within 14 calendar days after TSS's request to that effect, TSS is authorized to dissolve the agreement in question without any obligation to pay compensation to the Customer and without prejudice to its right to compensation for suffered and/or damage yet to be suffered.
7.5 Any claims of the Customer against TSS are not transferable. This provision has effect under property law.
8. Assembly, installation and/or commissioning
8.1 If TSS delivers goods, TSS will only take care of the assembly, installation and/or commissioning if and insofar as this has been expressly agreed.
8.2 If and insofar as TSS takes care of the assembly, installation and commissioning, the following applies: a. The Customer shall provide all cooperation necessary to enable TSS to carry out the assembly, installation and/or commissioning in a timely and proper manner. He shall in any event ensure in a timely manner: good and safe access to the workplace, if necessary also outside the Customer's usual working hours; the presence of permits, insofar as required for the execution of the work; an unloading place as well as sufficient storage space, covered and lockable if necessary; the required energy, water, fuels and lubricants and, unless otherwise agreed, the necessary ladders, scaffolding and other auxiliary materials to be designated by TSS. b. The Customer shall ensure that all work that TSS must build on during the assembly, installation and/or commissioning and that it has not been agreed to be performed by TSS - for example all dismantling work and all electrician and plumbing work, all groundwork , masonry, foundation, carpentry and painting and all other construction activities are carried out in a timely and proper manner. The Customer regularly consults with TSS and provides it with all information necessary for proper coordination of the mutual activities. c. The customer shall provide all cooperation to achieve and maintain safety in the workplace, also taking into account the applicable legal and company regulations. In particular, he is responsible for facilities in connection with fire
9. Quality; examination; repair of defects; usage
9.1 TSS delivers goods and performs work that comply with the quality requirements that have been expressly agreed and with the legal regulations in force in the Netherlands at the time of the last offer from TSS. If TSS becomes acquainted with new relevant legal regulations in the Netherlands after its last offer but before delivery, TSS will notify the Customer of this. Any adjustment of the performance to be delivered by TSS will take place in mutual consultation. The delivery term will be adjusted to the extent necessary and the additional costs for TSS resulting from the adjustment will be borne by the Customer. Insofar as quality requirements have not been expressly agreed with regard to the goods to be delivered or services to be performed, the quality of the goods and services to be delivered shall not fall below the good average quality.
9.2 After delivery of the goods or after the notification by TSS to the Customer that it has completed the agreed work, the Customer must check the goods and/or work as soon as possible, but in any case within 10 working days after the delivery or the notification from TSS for completeness and to check validity. Shortages and/or defects - (being each non-compliance with what has been agreed) - that the Customer could have discovered during a careful check in the period referred to in the previous sentence or that it has discovered but subsequently not within 21 calendar days after delivery or has notified TSS of the notification in writing, he can no longer appeal against TSS. This also applies in the case of partial deliveries.
9.3 Shortcomings or defects, which are apparent during the inspection referred to in 9.2 and which have been reported in writing to TSS in good time, as well as deficiencies or defects that could not have been discovered during the inspection referred to in 9.2, but within six months after the delivery of the relevant whether or not the delivery of the relevant work still comes to light and is reported to TSS in writing within 10 calendar days of the discovery, TSS will undo it as much as possible by supplementing or – at the discretion of TSS – repair or replacement. Insofar as not stated otherwise in 9.4 below, this cancellation will be at the expense of TSS. The right to complain expires at all times 7 months after the delivery of the relevant good or the completion of the relevant work.
9.4 With regard to the rectification of shortcomings and defects, the following provisions also apply: a. TSS will make every effort to carry out the reversal as soon as possible in the given circumstances. The customer offers all required cooperation for this. b. Undoing takes place as much as possible in a place to be designated by TSS for that purpose. The transport of the goods to and from that place at the expense and risk of the Customer. c. In the event of reversal outside the Netherlands, the travel and accommodation costs of (employees of) TSS, who conduct research and carry out the reversal, will also be borne by the Customer. d. Goods or parts that are replaced automatically become the property of TSS. If the Customer's cooperation is required for this transfer of ownership, the Customer will provide this cooperation at TSS's first request. e. If shortages and/or defects occur with regard to goods that TSS has obtained from third parties or with regard to work that TSS has had performed by third parties, then - without prejudice to the provisions of 9.2 - the rectification thereof will only take place free of charge, insofar as the third party bears the costs of undoing. f. The customer has no right vis-à-vis TSS to rectify shortcomings and defects that are likely to be the result of normal wear and tear, improper or careless use, use not in accordance with the intended purpose, lack of maintenance, storage and transport and/ or of not (correctly) following directions or instructions from TSS. The Customer is also not entitled to rectify shortcomings and/or defects as a result of 'external calamity' such as, among other things, a defective and/or a non-prescribed and/or damaged battery, use under water, etc. g. The Customer's right vis-à-vis TSS to rectify shortcomings and/or defects lapses if the Customer carries out the undoing and/or other repairs itself or has them carried out by a third party without TSS's prior consent. The right to rectify shortcomings and/or defects may also lapse if the Customer does not comply with the urgent advice to have the goods inspected periodically. h. The occurrence of shortages and/or defects does not constitute a ground for suspension of the Customer's payment obligation towards TSS. If the Purchaser does not fulfill its payment obligation even after a written demand to that effect, this entails forfeiture of its right to repair shortcomings and defects.
9.5 If the Customer makes a complaint about a shortcoming or defect that cannot be rectified or can only be rectified at a cost that is disproportionately high for TSS, TSS is not obliged to rectify the defect or defect. In that case, the price for the delivered goods will be reduced, which reduction will be determined as much as possible on the basis of consultation between TSS and the Buyer and with due observance of the unit prices used when the agreement in question was concluded, or the agreement in question may be terminated in writing, whereby the Customer is only entitled to dissolve the agreement in question if the uncorrectable shortcoming or defect is so objectionable to him that, even despite a price reduction, it cannot reasonably be expected to maintain the agreement in question.
9.6 The occurrence of shortcomings or defects in respect of which TSS has a duty to rectify, can - apart from the case referred to in 9.5 - only form a ground for dissolution by the Customer of the agreement in question, if TSS also fails to do so after a written warning. to rectify the shortcoming or defect within a reasonable term, taking into account all circumstances.
9.7 Any claim by the Customer with regard to compliance with, annulment or dissolution of the agreement will lapse if it does not legally institute a legal action against TSS. has made within six (6) months after he has reported a shortage or defect in time in accordance with the provisions of 9.2 and 9.3.
9.8 The Customer will only use the goods and goods in the manner as described by TTS in the manual it supplies with the relevant goods and goods and in accordance with the other directions and instructions of TSS.
9.9 The Customer is not permitted to make any adjustments whatsoever to the items and goods supplied by TSS, or to resell, rent or otherwise make the items and goods supplied by TSS available to third parties, unless TTS does so. gives explicit written permission.
9.10 If the Customer complains about a shortage or defect, the Customer is obliged to immediately make the matter or good concerned available to TSS so that TSS can (among other things) investigate its functioning.
10. Fighting Industrial/Intellectual Property Rights
10.1 The ownership of all IP rights, however named, that rest on the goods and goods delivered by TSS, rests fully and unconditionally with TTS at all times.
10.2 The Customer will respect all IP rights of TTS on the goods and goods delivered by TSS and will not infringe or attempt to infringe them in any way.
10.3 If TSS makes use of materials, drawings, models, instructions, etc. from or on behalf of the Customer in the performance of an agreement with the Customer and holds a third party liable for infringement of an industrial or intellectual property right in connection with the use of materials, drawings, models, instructions, etc. from or on behalf of the Customer, it shall immediately inform the Customer thereof. TSS leaves the handling and settlement of the third-party claim to the Customer, who shall bear all costs and damage related to the third-party claim for itself and TSS and shall indemnify TSS in this regard. TSS is authorized either to suspend the execution of the agreement in question pending the outcome of the Customer's actions vis-à-vis the third party, or to dissolve the agreement in question with immediate effect without being obliged to pay any compensation.
11. Force majeure
11.1 Force majeure applies to TSS as circumstances of a factual, legal or other nature, which - whether or not foreseeable - prevent the timely fulfillment of the agreement through no fault of its own or, in the opinion of TSS, make it particularly objectionable. Such circumstances include: strikes; business occupations; production interruptions as a result of machine breakdown, disruptions in the supply of energy and water or fire, etc.; import, export and production bans and other government measures; transportation barriers; pandemics; and failure of suppliers and auxiliary persons.
11.2 If a circumstance of force majeure occurs on the part of TSS, it will inform the Customer of this with due speed. Unless it is beyond doubt that the force majeure situation will last thirty full working days or longer, TSS has the right to cancel the obligations the fulfillment of which is prevented by force majeure or, in the opinion of TSS, becomes particularly onerous for TSS and the corresponding obligations that have not yet been fulfilled. suspended, without any right to compensation arising. As soon as it is beyond any doubt that the force majeure situation will last longer than thirty full working days, or as soon as the force majeure situation has lasted longer than thirty full working days, each of the parties is entitled to terminate the agreement by means of a written statement to be addressed to the other party. terminate, without any right to compensation arising.
12.1 TSS is never liable for any damage that the Customer suffers or will suffer as a result of the use of goods and goods that TSS has supplied and/or services and/or work that TSS has performed.
12.2 The Customer will indemnify TTS against all third-party claims against TTS, however named or estimated, that are based on the Customer's use of goods and goods supplied by TSS and/or services and/or work performed by TSS.
12.3 If, despite the provisions of Articles 12.1 and 12.2, TSS is liable for whatever reason, TSS's total liability will always be limited to the amount paid out in the relevant case by the (liability) insurer under the applicable liability insurance of TSS. , including the deductible that TSS bears in the relevant case in connection with that liability insurance.
12.4 In the event – for whatever reason – no payment is made under the liability insurance referred to in Article 12.3, TSS's total liability for direct damage is limited to an amount of € 25,000. The above limitation of liability will not be invoked if damage is the result of intent or gross negligence on the part of TSS.
12.5 Liability for indirect damage, including but not limited to consequential damage, loss of profit, lost savings, loss of data and damage due to business interruption and idleness, is excluded at all times.
12.6 The possibility to institute any legal claim or to institute any dispute by the Customer with regard to or as a result of the agreement between the parties lapses or lapses one year after the cause has arisen.
12.7 Insofar as the delivered good concerns the emergency plug, this is only an aid and never replaces the applicable protocols.
12.8 The above provisions also apply to persons who are in any way involved in the performance of existing obligations of TSS towards the Customer.
13. Applicable law; competent court
13.1 The legal relationship(s) between TSS and the Customer is exclusively governed by Dutch law.
13.2 All disputes that may arise as a result of this Agreement or agreements arising therefrom will in the first instance be exclusively submitted to the competent court of the East Brabant District Court.