General Terms and Conditions of TotalPneu b.v.
TotalPneu b.v.
Harderwijkerweg 145, 3852 AB Ermelo, The Netherlands
Chamber of Commerce: 53138465
VAT No.: NL 850763617 B01
These General Terms and Conditions (hereinafter referred to as “T&Cs”) govern all agreements and transactions between TotalPneu b.v. (hereinafter referred to as “TotalPneu”) and its customers (hereinafter referred to as “Buyer”) or suppliers (hereinafter referred to as “Supplier”). These T&Cs apply to both domestic and international transactions and are governed by the laws of the Netherlands.
Article 1: Definitions and General Terms
1.1 “Agreement”: Any agreement between TotalPneu and Buyer or Supplier, including these T&Cs. 1.2 “Goods”: Any products or services provided by TotalPneu to Buyer or by Supplier to TotalPneu. 1.3 “Parties”: TotalPneu and Buyer or Supplier collectively. 1.4 “Buyer”: The person or business purchasing goods from TotalPneu. 1.5 “Supplier”: The person or business supplying goods to TotalPneu.
1.6 These T&Cs apply to all offers, quotations, and agreements between TotalPneu and Buyer or Supplier. 1.7 General terms and conditions of Buyer or Supplier are expressly rejected unless explicitly agreed upon in writing by TotalPneu. 1.8 If any provision in these T&Cs is null and void or annulled, the other provisions will continue to apply, and the parties will replace the null and void or annulled provision with a provision that comes closest to it.
Article 2: Quotation, Offer & Agreement
2.1 When TotalPneu is the Seller:
- All quotations or offers by TotalPneu are non-binding and subject to change.
- An Agreement is formed when TotalPneu confirms the Buyer’s order in writing or begins execution of the order.
- TotalPneu reserves the right to adjust prices based on changes in supplier costs or exchange rates.
- If price changes occur, the Buyer has the right to annul the agreement within one week of learning of the change.
2.2 When TotalPneu is the Buyer:
- All offers and quotations from Supplier are considered non-binding unless explicitly stated otherwise.
- An Agreement is formed when TotalPneu confirms the Supplier’s offer in writing.
- Prices agreed upon are fixed and cannot be altered without TotalPneu’s written consent.
- Supplier must notify TotalPneu of any potential price changes at least 30 days in advance, providing TotalPneu the option to annul the agreement.
Article 3: Delivery and Performance
3.1 When TotalPneu is the Seller:
- Delivery times are indicative and non-binding. TotalPneu is not liable for delays.
- Risk transfers to Buyer upon delivery, even if delivery is freight-free.
- TotalPneu may make partial deliveries and invoice them separately.
- Buyer must collect the goods at the specified time. If collection is delayed, any storage costs incurred will be charged to Buyer.
3.2 When TotalPneu is the Buyer:
- Delivery dates provided by Supplier are binding unless otherwise agreed.
- Risk transfers to TotalPneu upon receipt and acceptance of goods at TotalPneu’s designated location.
- Supplier must notify TotalPneu immediately of any expected delays. Failure to deliver on time allows TotalPneu to cancel the order without liability.
- TotalPneu reserves the right to refuse partial deliveries unless previously agreed upon.
Article 4: Cancellation
4.1 When TotalPneu is the Seller:
- Buyer may cancel an order prior to delivery by providing written notice to TotalPneu.
- Buyer must compensate TotalPneu for all costs and damages resulting from the cancellation, set at 15% of the purchase price unless otherwise agreed.
- Should a deposit have been paid, it is forfeited upon cancellation.
4.2 When TotalPneu is the Buyer:
- TotalPneu may cancel an order without liability if Supplier fails to meet agreed delivery dates or other critical terms of the agreement.
- Supplier must compensate TotalPneu for any costs and damages resulting from such failure, including but not limited to additional costs incurred to source goods from alternative suppliers.
Article 5: Force Majeure
5.1 When TotalPneu is the Seller:
- TotalPneu is not liable for failure to fulfill its obligations due to force majeure, including but not limited to strikes, pandemics, supply chain disruptions, or natural disasters.
- In case of force majeure, TotalPneu may suspend or terminate the Agreement without liability for damages.
5.2 When TotalPneu is the Buyer:
- TotalPneu may suspend or annul the Agreement without liability if Supplier is unable to perform due to force majeure.
- Supplier must notify TotalPneu immediately upon occurrence of a force majeure event and provide evidence of its impact on delivery obligations.
Article 6: Risk, Retention of Title, and Possessory Lien
6.1 When TotalPneu is the Seller:
- Delivered goods remain the property of TotalPneu until full payment is received.
- Buyer must not pledge or otherwise encumber goods under retention of title.
- If Buyer fails to fulfill payment obligations, TotalPneu may annul the purchase agreement and take back the goods.
6.2 When TotalPneu is the Buyer:
- Risk transfers to TotalPneu upon receipt and acceptance of goods.
- TotalPneu retains the right to return defective goods to Supplier at Supplier’s expense.
- Supplier guarantees that goods delivered are free from any encumbrances and third-party claims.
Article 7: Payment
7.1 When TotalPneu is the Seller:
- Payment terms are net 14 days from the invoice date unless otherwise agreed in writing.
- Late payments incur interest at 12% per annum from the due date, plus a penalty of 20% of the invoice amount with a minimum of €65.
- All costs associated with payment are borne by Buyer.
7.2 When TotalPneu is the Buyer:
- Payment terms are net 30 days from the invoice date unless otherwise agreed.
- TotalPneu reserves the right to withhold payment for goods not delivered in accordance with the Agreement.
- Supplier must bear all costs associated with incorrect or delayed invoices.
Article 8: Conformity
8.1 When TotalPneu is the Seller:
- Buyer must examine delivered goods immediately and notify TotalPneu of any defects within 5 working days.
- TotalPneu’s liability is limited to repair, replacement, or refund of the purchase price.
8.2 When TotalPneu is the Buyer:
- Supplier guarantees that goods conform to the specifications and are free from defects.
- TotalPneu reserves the right to reject non-conforming goods and demand immediate replacement or refund.
- Supplier must bear all costs associated with the return and replacement of non-conforming goods.
Article 9: Liability
9.1 When TotalPneu is the Seller:
- TotalPneu’s liability is limited to repair, replacement, or cancellation of the agreement.
- TotalPneu is not liable for consequential damages.
- Buyer indemnifies TotalPneu against third-party claims arising from delivered goods.
9.2 When TotalPneu is the Buyer:
- Supplier’s liability is limited to the value of the defective goods supplied.
- Supplier must indemnify TotalPneu against any claims arising from defective goods or services provided.
- Supplier is liable for all direct and indirect damages caused by the delivery of non-conforming or defective goods.
Article 10: Suspension and Cancellation
10.1 When TotalPneu is the Seller:
- TotalPneu may suspend or annul the agreement if Buyer fails to fulfill their obligations or if unforeseen circumstances occur.
- Upon annulment, all amounts owed by Buyer become immediately due.
10.2 When TotalPneu is the Buyer:
- TotalPneu may suspend or annul the agreement if Supplier fails to meet delivery dates or other critical terms.
- Supplier must compensate TotalPneu for any damages or costs incurred due to such suspension or cancellation.
Article 11: Personal Data
11.1 Buyer or Supplier’s personal data will be processed in accordance with the GDPR. 11.2 Buyer or Supplier has the right to access, correct, or delete their personal data upon request.
Article 12: Applicable Law and Disputes
12.1 All agreements are governed by Dutch law. 12.2 The applicability of the CISG is excluded. 12.3 Any disputes will be brought before the competent court in the district where TotalPneu has its registered office.
Article 13: Final Provisions
13.1 TotalPneu reserves the right to amend these T&Cs. Amendments will be effective upon publication.
Ermelo, the Netherlands, 17 May 2024