General Terms and Conditions of TIC Audio Europe filed with the registry of the District Court of Utrecht on 29 June 2020 under number 98/2020
Article 1 Definitions
In these General Terms and Conditions, the following terms are used in the following context, unless expressly stated otherwise:
We', 'Us', or 'Our': the company under the name of TIC Audio Europe, established in (6741 NK) Lunteren, at Krommeweg 9, email address: firstname.lastname@example.org, registered with the Chamber of Commerce under number 77762428.
Other Party: any (legal) person who has entered into an agreement with us or wishes to enter into an agreement with us, its representative, agent, successor in title and heirs.
Consumer: the Other Party who is a physical person and who is not acting in the capacity of a profession or business.
Agreement: the agreement between us and the Other Party, which is characterised by an obligation to perform to the best of our abilities and, unless expressly agreed, does not include an obligation to achieve a result.
Article 2 General
1. All our offers, agreements and the performance thereof are exclusively governed by these terms and conditions. Deviations must be expressly agreed with us in writing.
2. These terms and conditions also apply to all agreements concluded with us, the execution of which require the involvement of third parties to implement.
3. The version of the general terms and conditions as it applied at the time the agreement was concluded will apply, on the understanding that we are authorised to make amendments to these terms and conditions, after which the amended general terms and conditions will apply. The latter only applies to consumers if we have disclosed the amended version and on the understanding that the consumer has the right to reject the applicability of the amended version within one month after notification if the changes have a significant effect on the performance of the agreement.
4. The applicability of the Other Party's general terms and conditions is expressly rejected, unless we have confirmed otherwise in writing.
5. If one or more provisions of these general terms and conditions become invalid or should be annulled, the other provisions of these general terms and conditions will remain fully applicable.
Article 3 Offers
1. All offers made by us, in any form whatsoever, are without obligation, unless expressly stated otherwise or unless a term for acceptance is included therein.
2. We may impose conditions if communication between the parties or the performance of legal acts takes place by email.
3. All images, photographs, drawings, data concerning weights, dimensions, colours, etc. on our website give a good, however, not an exact indication and can, except for substantial and far-reaching deviations, not be a reason for non-conformity.
4. Transmission of offers and/or (other) documentation does not oblige us to accept an order. Acceptance will be communicated by us to the Other Party as soon as possible, but in any event within 14 days.
5. All quotations have a validity of 30 calendar days from the date of the quotation, unless the quotation indicates otherwise.
6. We accept, and the Other Party guarantees, the authority of its employees by whom the agreement is concluded, the accuracy and completeness of the requests, specifications, (electronic) files and other data given to us by it or on its behalf on which we base our offer.
7. If a physical person enters into an agreement on behalf of or in the name of the Other Party, they declare - by signing the contract - to be authorised to do so. This person will, in addition to the Other Party, be jointly and severally liable for all obligations arising from the contract if the Other Party invokes its incompetence.
8. A composite quotation does not oblige us to carry out part of the order for a corresponding part of the quoted price.
9. Offers or quotations do not automatically apply to future orders.
10. If we have had to incur costs in order to be able to make an offer to the Other Party, we will be entitled to charge these costs to the Other Party.
Article 4 Prices
1. Unless otherwise stated, our prices are:
- exclusive of VAT, possible import and export duties, other taxes, levies and duties, consular fees or other costs related to the preparation of consular invoices, certificates of origin and the like, unless it concerns offers on our website, which are also aimed at the consumer, in which case the price including taxes will be mentioned,
- excluding costs of packaging, loading and unloading, transport/shipment, administration and insurance;
- stated in euro (€); any interim exchange rate changes will be passed on
2. If, after the conclusion of an agreement with a consumer but before delivery, a change in price occurs, this change will not affect the agreed price, if this occurs within three months after the conclusion of the agreement.
3. Price changes after the aforementioned three-month period will be passed on to the consumer. The consumer then has the option of dissolving the agreement by means of a written statement, unless at the time of concluding the agreement it was determined that the delivery period is longer than three months.
4. Price increase are always passed on to corporate customers.
5. If materials are made available by the Other Party for the execution of work, we will be entitled to include these in the order price up to a maximum of 20% of the cost price of the materials concerned to be calculated by us in comparable cases.
Article 5 Conclusion of the Agreement
1. The agreement will, subject to the provisions of paragraph 5, be concluded at the time of acceptance of the offer and compliance with the conditions set out therein.
2. If the Other Party allows us to commence the performance of our offer without explicit acceptance, the Other Party is deemed to have tacitly accepted this offer.
3. If the offer has been accepted electronically, we will electronically confirm receipt of the acceptance of the offer on which the agreement has been concluded.
4. If the contract is concluded electronically, we will take appropriate technical and organisational measures to secure the electronic transmission of data and provide a secure web environment.
5. We are authorised - within the legal framework – to verify information as to whether the Other Party capable of meeting its payment obligations, as well as all facts and factors that are important for a proper conclusion of the agreement.
6. If, based on this investigation, we have good grounds not to enter into the agreement, we are entitled to refuse an order or to attach special conditions to its performance.
7. For the sale of our products - including from consumers, contrary to Article 26 of Book 7 of the Dutch Civil Code - full prepayment of our products may be required in relation to the limited time sales options and the nature of our products.
8. If prepayment has been stipulated, the Other Party cannot assert any right to the performance of the relevant order before the stipulated prepayment has been made.
General Terms and Conditions of TIC Audio Europe
filed with the registry of the District Court of Utrecht on 29 June 2020 under number 98/2020
Article 6 Performance of the Agreement
1. The Other Party is obliged to provide us in good time with all information and documents necessary for the correct execution of the agreement.
2. If the information required for the execution of the agreement is not provided to us in time, we shall be entitled to suspend the execution of the agreement and/or to charge the Other Party for the extra costs resulting from the delay at the usual rates.
3. We will endeavour to execute the agreement to the best of our ability in accordance with the agreements and procedures laid down in writing with the Other Party. All our performances will be executed based on an obligation to perform to the best of our ability, unless and to the extent that we have explicitly promised a result in the written agreement and the relevant result has also been described in sufficient detail.
4. If it has been agreed that the agreement will be performed in phases, we 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.
5. We are authorised to engage third parties if we deem this necessary or desirable for the proper execution of the agreement. We will exercise due care when engaging third parties.
Article 7 Delivery
1. All (delivery) periods and (delivery) dates mentioned or agreed by us have been determined to the best of our knowledge based on the data known to us at the time the agreement was concluded.
2. Interim (delivery) dates mentioned by us are always target dates, are not binding on us and are only indicative, unless stipulated otherwise. We will make reasonable efforts to comply with (delivery) deadlines as much as possible. If there is a risk of any term being exceeded, we will consult with the Other Party to discuss the consequences of exceeding the term for further planning.
3. The risk of the goods is transferred the moment we have delivered them to the Other Party in accordance with the agreement. Delivery takes place by making the goods available to the Other Party at the address indicated by the Other Party, unless otherwise agreed.
4. The Other Party will be obliged to take delivery of the goods at the moment they are made available to them according to the agreement. If the Other Party does not take delivery of the goods or if delivery is (permanently) impossible, the offer at the specified address will count as delivery and the risk of the goods will therefore pass to the Other Party.
5. This will also be the case if the goods have not been taken delivery of by the Other Party after the expiry of the delivery time or if the Other Party has failed to provide information or instructions necessary for the delivery, as a result of which they could not be delivered. In such a case we are released from our obligation to deliver without the Other Party being able to claim compensation.
6. The Other Party is obliged to return to us the packaging made available by us; the Other Party will owe us (damage) compensation in default of this.
Article 8 Transport
1. Unless otherwise agreed, we arrange the transport.
2. The costs are as follows:
- For an order amount under € 500 excluding VAT, we charge € 15 transport costs based on one address in NL and BE.
- For an order amount above € 500 excluding VAT, we deliver carriage paid to one address in NL and BE.
3. For multiple addresses within NL and BE the following costs apply:
- Package: €8.50 per parcel/ per address in NL and €12.50 per parcel/ per address in BE*).
- Pallet: €50 per pallet/ per address in NL and €75 per pallet/ per address in BE*).
*) Depends on quantities
4. The costs of implementing any specific requirements of the Other Party with regard to transport/shipment will be borne by the Other Party.
Article 9 Conformity and Warranty
1. The delivered item must have the properties that the Other Party can expect under normal use (conformity). This also applies to special use insofar as this is provided by the parties when concluding the agreement.
2. The Other Party is not entitled to replacement insofar as the defect can reasonably be repaired, unless it concerns a consumer purchase and replacement is impossible or cannot be demanded from us.
3. Warranty on the products delivered by us will only be granted if this is stipulated in our offer. If the manufacturer of the goods gives us a more extensive warranty, this warranty also applies to the Other Party.
4. Warranty conditions only apply to the use of the delivered goods or the work executed in accordance with the intended use and insofar as we carry out maintenance, repair and, if necessary, modifications.
5. The Other Party is obliged to exercise due diligence, which includes, for example, that the item is properly and adequately maintained and is handled judiciously, in accordance with the instructions for use.
6. Deviations to the colour delivered, wear resistance, structure and the like, which are acceptable from a technical point of view according to current standards, or commercial use, may limit or exclude the right to warranty and/or compensation.
7. Warranty lapses:
a. If use is not in accordance with the instructions for use;
b. If the Other Party uses the goods delivered;
c. If instructions given by the Other Party have been carried out;
d. In case of disassembly or resale.
8. Defects caused by external factors such as fire, short circuit, water damage, defects in the meter box, lightning strikes, vandalism, theft, damage caused by animals, extreme weather conditions and contact with chemical substances are not covered under the warranty.
9. The costs of investigating defects that turn out not to fall under the warranty will be borne by the Other Party.
Article 10 Complaints
1. The Other Party is obliged to check the delivered goods (or have them checked) immediately upon delivery for any shortages and/or damage.
2. Any complaints regarding visible defects or invoices will only be dealt with by us if they reach us directly in writing within 8 days after delivery of the performance in question and/or after the invoice date, accurately stating the nature and basis of the complaints.
3. Complaints regarding hidden defects will only be dealt with by us if they reach us directly within 8 days and for consumers at the latest within two months after discovery, stating the nature and basis of the complaints.
4. We are released from liability for defects that the Other Party should reasonably have discovered at the time of delivery but did not report.
5. After expiry of the period(s) mentioned in previous paragraphs, the Other Party is deemed to have approved the delivered goods or the invoice, and complaints will no longer be processed by us.
6. If we find that complaints are well-founded, we are obliged to still deliver only the agreed performance.
7. Only if and in so far as the complaint is found to be well-founded this will suspend the Other Party's payment obligation that has not yet lapsed until such time as the complaint has been settled.
8. In the event of a timely complaint pursuant to this article, the Other Party remains obliged to purchase and pay for the delivered goods. Returning the delivered goods can only take place after our prior written permission.
9. Legal actions arising from complaints must be instituted within one year and, in the case of a consumer purchase, within two years of the date of the complaint, otherwise the complaint will be forfeited.
General Terms and Conditions of TIC Audio Europe
filed with the registry of the District Court of Utrecht on 29 June 2020 under number 98/2020
Article 11 Payment
1. Unless otherwise agreed in writing or takes place when placing the order, payment must be made in cash without discount or settlement upon delivery, or by deposit or transfer to a bank account designated by us within 14 days after the invoice date. The date indicated on our bank statement will be considered the date payment.
2. We may send an electronic invoice to the Other Party for the amount owed by the Other Party. The Other Party agrees to electronic invoicing.
3. All payments made by the Other Party primarily serve to pay any interest and collection costs incurred by us and to pay the oldest outstanding invoice(s).
4. Objections to the amount of the invoice(s) do not suspend the payment obligation.
5. Complaints regarding the delivered goods do not suspend the payment obligation.
6. We reserve the option to charge a credit restriction surcharge of 2%. This surcharge is not due in case of direct payment.
7. In the event of liquidation, WSNP, bankruptcy or suspension of payment of the Other Party, our claims and the obligations of the Other Party towards us will be immediately due and payable.
8. If payment has not been made within the stipulated period, the Other Party will be in default by operation of law and as of the invoice date, owing a compound interest of 2% per (part of a) month on the outstanding amount.
9. The extrajudicial collection costs will be charged in accordance with “the Extrajudicial Collection Costs Reimbursement Decree, as referred to in paragraph 4 of Article 6:96 of the Dutch Civil Code. The extrajudicial collection costs (incl. VAT) are as follows:
Minimum rate € 48.40
15% over first € 2,500.00
10% over next € 2,500.00
5% over next € 5,000.00
1% over next € 190,000.00
0.5% over the excess of the principal sum with a maximum of
For the Other Party who is not a consumer, these collection costs amount to 15% of the principal sum due with a minimum of € 250.
Article 12 Retention of title
1. Delivered goods shall remain our property until the moment at which all our deliveries and work to be carried out pursuant to the agreement have been paid for by the Other Party, including interest and costs.
2. The goods delivered by us may not be pledged by the Other Party nor is the Other Party authorised to establish any other (security) right on them.
3. Any Other Party acting as a reseller shall be entitled to sell and re-deliver all goods subject to our retention of title to the extent that this is customary in the normal course of its business.
4. If the Other Party forms a new item (including) from goods delivered by us, the Other Party will only form that item for us and will retain the newly formed item for us until the Other Party has paid all amounts due under the agreement; in that case we will have all rights as owner of the newly formed item until the time of full payment by the Other Party.
5. We are entitled to invoke the retention of title if the Other Party fails to meet its obligations or if there is a well-founded fear that it will not do so.
6. The Other Party shall fully cooperate with us to enable us exercise the retention of title by repossessing the delivered goods and, if necessary, disassembling them for that purpose, and shall grant us permission to enter all buildings and rooms where the goods delivered by us are located and, if necessary, to open them by force if they have been locked up.
Article 13 Suspension and Dissolution
1. We are authorised to suspend the fulfilment of the obligations or to dissolve the agreement, if:
- the Other Party does not, not strictly or not fully fulfil the obligations under the agreement;
circumstances that have come to our attention after the conclusion of the agreement give us good reason to fear that the Other Party will not fulfil the obligations or if there is good reason to fear that the Other Party will only partially or not properly perform;
- when concluding the agreement, the Other Party was requested to provide security for the fulfilment of its obligations under the agreement and this security is not provided or is insufficient.
2. In case the Other Party:
- is declared bankrupt, goes into administration, is declared subject to the WSNP, transfers its estate, applies for a suspension of payments or is declared bankrupt, or all or part of its property is attached,
- dies or is placed under guardianship,
- ceases or transfers its business or a significant part thereof, including the contribution of its business to a company to be incorporated or already existing, or changes the purpose of its business, by the mere occurrence of such circumstances, we shall be entitled either to
dissolve the agreement or to claim any amount owed by the Other Party on the basis of the agreed performances, immediately and without any warning or notice of default, all this without prejudice to our right to compensation for loss of profit, costs, damages and interest.
3. Furthermore, we are entitled to dissolve the agreement (or have the agreement dissolved) if circumstances arise of such a nature that fulfilment of the agreement is impossible or can no longer be reasonably and fairly demanded, or if other circumstances arise of such a nature that maintaining the agreement cannot reasonably be expected of us.
4. If the agreement is dissolved, our claims against the Other Party shall be immediately due and payable. If we suspend the fulfilment of the obligations, we retain the claims arising from the law and the agreement.
5. We reserve the right to claim damages at all times.
6. If, during the execution of the agreement, we have made goods available to the Other Party which are not part of the performance to be delivered, the Other Party is obliged in the event of termination or dissolution to return these goods within 8 days in their original state, free of defects and in their entirety. If the Other Party fails to comply with this obligation, all costs resulting from this shall be at the Other Party’s expense.
Article 14 Liability
1. Subject to the law and generally applicable legal rules of public order and good faith, we are not obliged to pay any compensation of damage of any kind, directly or indirectly, including trading loss, damage to movable or immovable property, or to persons, both at the Other Party and at third parties.
2. Our liability shall in any case be limited to compensation of actual direct damage suffered, limited to the amount paid out by our insurer in the case in question, but shall in no case exceed the total amount of the order in question up to a maximum of € 5,000.
3. Our liability for indirect damage, consequential damage, loss of profit, missed savings, reduced goodwill, damage due to business stagnation, damage as a result of claims from customers of the Other Party or third parties, damage related to the use of goods, materials or software of third parties prescribed to us by the Other Party and damage related to the use of suppliers prescribed to us by the Other Party is excluded. The same applies to damage due to mutilation, destruction or loss of data or documents.
4. We are never liable for damage incurred or caused by the use or unsuitability of the delivered goods contrary to what the delivered goods are intended for.
General Terms and Conditions of TIC Audio Europe
filed with the registry of the District Court of Utrecht on 29 June 2020 under number 98/2020
5. The Other Party indemnifies us against all consequences of acts or omissions taking place or found to have taken place under our responsibility that infringe the rights of third parties and/or that cause or contribute to damage to third parties, insofar as the infringements or damage in question are caused by circumstances that may be attributed to the Other Party or are part of the Other Party's area of responsibility, except to the extent that the grounds for attribution to us significantly outweigh the grounds for attribution to the Other Party.
6. We are not liable for damage, of any nature, if we have relied on incorrect and/or incomplete information provided by the Other Party.
7. We are not liable for damage caused as a result of late or non-timely delivery of goods and/or services as a result of force majeure or if late delivery is the result of circumstances beyond our risk or where we have no direct influence.
8. The provisions of this article also apply for the benefit of all (legal) persons whom we engage for the performance of the agreement.
9. With regard to products delivered by us, we will only be liable for defects if the relevant products have been produced by us and those products have been delivered directly to the Other Party in this state, but only if it can be demonstrated that we are liable for the defects. If one or more products delivered by us are faulty, our liability shall never exceed that for which we can hold the supplier of the relevant products liable.
10. The Other Party indemnifies us against all claims by third parties for product liability as a result of a defect in a product delivered by the Other Party to a third party that partly consisted of goods delivered by us, except if and to the extent that the Other Party proves that the damage was caused by those goods or other materials.
11. We are not liable for any loss as a consequence of changes in legislation.
Article 15 Force Majeure
1. Force majeure shall be understood to mean: any unforeseeable circumstance or any circumstance over which the parties have no control, as a result of which fulfilment of the agreement can no longer reasonably be demanded by the Other Party on time, including strikes in our company and delays in transport due to weather and traffic.
2. The party who believes it is (or will be) in a situation of force majeure must immediately inform the Other Party.
3. If, in our opinion, the force majeure is or will be of a temporary nature, we have the right to suspend the execution of the agreement until the circumstance causing the force majeure no longer occurs.
4. If, in our opinion, the force majeure situation is of a permanent nature, the parties may make an arrangement about the dissolution of the agreement and the related consequences. In that case, the parties are not entitled to compensation for the damage suffered or to be suffered, unless expressly agreed otherwise.
5. We also reserve the right to invoke force majeure if the circumstance preventing (further) fulfilment occurs after we should have fulfilled our obligation.
6. In the event of force majeure, we are entitled to claim payment of what has already been performed in accordance with the agreement.
Article 16 Intellectual property
1. Any use of the delivered work outside of what has been agreed upon will be considered as an infringement of our copyright.
2. All intellectual property rights to the results developed or made available under the Agreement or offer, including CDs, DVDs, photographs, videos, advice, drawings, sketches, specifications, designs, budgets, estimates, reports, calculations, contracts and other documents, as well as scale models, models, software, websites, etc., as well as their preparatory material, shall be reserved, belong exclusively to us and remain with us, even if the Other Party or a third party, without a written transfer of the copyrights, publishes the work as originating from him as described in Article 8 of the Copyright Act.
3. We can only transfer intellectual property rights by deed.
4. To the exclusion of all others, we have the right of reference, publication and reproduction.
5. Parties agree that they shall not use each other's name, trademarks, service marks, logos, trade names and/or 'branding' without prior written permission from the Other Party, on the understanding that we may use the Other Party's name and the performance of our work for the Other Party in marketing and publicity material to indicate our experience, unless the Other Party has not (yet) proceeded to make a public disclosure, as well as for internal purposes.
6. The Other Party indemnifies us against claims from third parties relating to intellectual property rights on materials or data provided by the Other Party, which are used in the execution of the agreement.
Article 17 Confidentiality and Privacy
1. Both parties are obliged to maintain the confidentiality of all confidential information obtained from each other or from any other source in the context of their agreement. The Party receiving confidential information shall use it only for the purpose for which it was provided. Information is considered confidential if this has been communicated by one of the parties or if this arises from the nature of the information.
2. If, based on a statutory provision or a judicial decision, we are obliged to provide confidential information to third parties designated by law or the competent court, we shall not be obliged to pay damages or compensation and the Other Party shall not be entitled to dissolve the agreement based on any damage caused by this.
3. Confidentiality does not apply insofar as statutory or professional regulations, including but not limited to the obligation to report arising from the Money Laundering and Financing of Terrorism (Prevention) Act and other national or international regulations with similar purport, impose an obligation to provide information on us or insofar as the Other Party has released us from the obligation of confidentiality.
4. This article does not apply to confidential collegial consultations within our organisation or with third parties to be engaged by us, but in such cases subject to the same confidentiality obligations, if we consider this necessary for the proper performance of the agreement or for the proper fulfilment of legal or professional obligations.
5. Taking into account the state of the art, the implementation costs, as well as the nature, scope, context and processing purposes and the risks to the rights and freedoms of individuals, which vary in terms of probability and seriousness, we will take appropriate technical and organisational measures - as referred to in Article 32 of the GDPR - to safeguard personal data against loss or against any form of unlawful use (such as unauthorised access, impairment, alteration or disclosure of Personal Data) with regard to the processing to be carried out.
6. We never guarantee that data security is effective under all circumstances. The Other Party acknowledges that the use of the Internet, despite this security, entails risks, not only for personal data but for all information and accepts it bears these risks.
7. If we have complied with our obligation to perform to the best of our ability, we will never be liable if such a risk arises.
Article 18 Applicable Law and Competent Court
1. Dutch law exclusively applies to all our offers, agreements and their implementation – even if there are international aspects – to the exclusion of the Vienna Convention on Contracts for the International Sale of Goods.
2. All disputes, including those in an international context and those regarded as such by only one party, arising from or in connection with the agreement to which these terms and conditions apply or these terms and conditions and their interpretation or execution, both of a factual and legal nature, shall be settled by the competent civil court within whose jurisdiction our registered office is located, unless mandatory provisions designate another court.
3. The parties will only appeal to the court after they have done their utmost to settle a dispute by mutual agreement.
4. We are nevertheless entitled to have the dispute settled by arbitration; in which case we will notify the Other Party in writing. The parties shall in that case be liable for the costs as determined by the arbitrators.