Article 1: General

1. These terms and conditions apply to all offers, quotations, orders and agreements for the delivery of goods and the provision of services concluded by TP Seal Solutions B.V., hereinafter referred to as: ‘TP Seal Solutions’, for its customers and clients, hereinafter referred to as: ‘customer’.
2. Special terms and conditions that deviate from TP Seal Solutions’ general terms and conditions only apply subject to written agreement between TP Seal Solutions and the customer.
3. The general terms and conditions used by the customer do not apply, unless and insofar as confirmed in writing by TP Seal Solution. In the event of conflicting provisions between those of TP Seal Solutions and the customer, TP Seal Solutions’ terms and conditions prevail.
4. In the event of a conflict between the contents of the agreement concluded between TP Seal Solutions and the customer and these general conditions, the provisions of the agreement apply.

 

Article 2: Quotations and offers

1. Any offers issued by TP Seal Solutions are subject to contract and valid for thirty days, unless stated otherwise.
2. If the customer provides TP Seal Solutions with data, drawings, models, etc., TP Seal Solutions may assume their accuracy and completeness and will base its offer on this. If the information, drawings, models, etc. provided by the customer prove to be incorrect and/or incomplete after TP Seal Solutions has drawn up the quotation or made an offer, TP Seal Solutions is entitled to adjust the quotation or offer in accordance with the correct and/or complete information.
3. The prices in said offers and quotations are exclusive of VAT and other government levies or shipping costs and any transport and packaging costs, unless explicitly stated otherwise. Prices are delivery ex works.
4. The conditions in offers and quotations do not automatically apply to repeat orders.
5. If a quotation or offer is not accepted, TP Seal Solutions has the right to charge the customer for all costs it has had to incur in preparing the quotation or offer.

 

Article 3: Formation of the agreement

1. An agreement is only concluded after the customer has returned the signed quotation, either in writing or digitally, to TP Seal Solutions within thirty days of its date.
2. Interim price changes that affect the cost price, such as, but not limited to, changes in the prices of raw materials or in the goods to be delivered themselves, in wages, transport costs, exchange rates, import duties, etc., may be charged by TP Seal Solutions in deviation from the original quotation.
3. After acceptance of the order or assignment, changes specified by the customer will only be implemented subject to written confirmation thereof by TP Seal Solutions to the customer. TP Seal Solutions reserves the right not to implement changes specified by the customer. Any decision not to implement the specified changes is never a legally valid reason for the customer to fully or partially terminate the agreement. In that case, the customer remains liable for payment of the agreed purchase price.
4. Costs resulting from any additions and/or changes to the agreement are payable by the customer and will be invoiced on the basis of subsequent calculation.

 

Article 4: Performance of the agreement

1. TP Seal Solutions will perform the agreement to the best of its knowledge and ability and in accordance with high standards. All this on the basis of the latest scientific and technical knowledge at that time.
2. If and insofar as required for the proper performance of the agreement, TP Seal Solutions is entitled to have the agreed work carried out by third parties.
3. The customer ensures that all information, of which TP Seal Solutions indicates that it is required and/or with regard to which the customer can reasonable understand that it is required for the performance of the agreement, is made available to TP Seal Solutions in time. If the information required for the performance of the agreement has not been made available to TP Seal Solutions in time, TP Seal Solutions will be entitled to suspend the performance of the agreement and/or to charge the customer for any additional costs arising from the delay, in accordance with the applicable prices.
4. Parts to be made available to TP Seal Solutions by or on behalf of the customer and that must be applied or processed on, in or to the product to be manufactured by TP Seal Solutions must be delivered by the customer to TP Seal Solutions in time, free of charge and carriage paid, in the required quantity.
5. The customer guarantees the soundness and correct functioning of the parts made available, as well as the applicability and suitability of these parts for the performance of the agreement by TP Seal Solution.
6. If said parts are delivered too late or cannot be processed, the customer will be liable for any resulting damage or loss, including, but not limited to, production downtime.
7. If it has been agreed that the agreement will be performed in phases, TP Seal Solutions will only proceed to perform the next phase after the customer has approved the results of the preceding phase in writing.

 

Article 5: Moulds, models and originals

1. All moulds manufactured by TP Seal Solution, necessary for the production of the goods to be delivered or the execution of the order and paid for in advance by the customer, remain with TP Seal Solution, unless stated otherwise by TP Seal Solutions in writing. The moulds are kept by TP Seal Solutions if not used for production purposes and do not have to be returned to the customer – at his written request – until one year after delivery and/or payment of the last order by the customer to TP Seal Solutions for items manufactured with these moulds. After this period has expired, TP Seal Solutions is entitled to destroy the moulds.
2. TP Seal Solutions is not liable for lost, missing or damaged moulds, except in the case of gross negligence or intent. Furthermore, TP Seal Solutions is never liable for gross negligence or intent on the part of auxiliary persons, other than its subordinates. Liability resulting from loss, missing or damage due to gross negligence or intent is limited to the repair or replacement of the mould, which choice will be at TP Seal Solutions’ discretion.
3. Originals, manufactured for the moulds, can be made available to the customer against proof of receipt from the customer and subject to settlement of any outstanding claims of TP Seal Solutions against the customer. When storing the originals at TP Seal Solutions, a retention period of three years applies.

Article 6: Delivery

1. Delivery will be ex-works from the premises of TP Seal Solutions.
2. Stated delivery times are approximates. TP Seal Solutions is not liable for the consequences of exceeding the stated delivery time. The delivery time being exceeded does not entitle the customer to compensation.
3. The customer is obliged to take delivery of the goods the moment TP Seal Solutions delivers them or has them delivered to the customer, and/or the moment on which TP Seal Solutions notifies the customer that the goods have been made available for collection.
4. If the customer refuses to take delivery or is negligent in providing information or instructions required for the delivery, TP Seal Solutions will be entitled to store the goods at the expense and risk of the customer. TP Seal Solutions is furthermore entitled, at its discretion, to either demand payment of the amount due after failing to take delivery or to regard the agreement, insofar as not yet performed, as dissolved, without judicial intervention and, in either case, to demand full compensation for the costs incurred and to be incurred as a result.
5. If the customer asks for the goods to be delivered, TP Seal Solutions is entitled to charge delivery and transport costs, unless otherwise agreed. These costs will be invoiced separately.
6. The method of transport is determined by TP Seal Solutions, unless otherwise agreed. Transport takes place entirely at the expense and risk of the customer, regardless of the circumstances.

7. TP Seal Solutions is entitled to deliver the goods in parts, unless stipulated otherwise under the agreement, or unless the partial delivery has no independent value. TP Seal Solutions is entitled to invoice separately for goods delivered in parts. If and for as long as a partial shipment has not been paid for by the customer and/or the customer otherwise fails to comply with the agreement or the provisions therein, TP Seal Solutions will be entitled to suspend the next (partial) shipment(s) until the customer has fulfilled all his obligations, all this without prejudice to TP Seal Solutions’ right to terminate the agreement without judicial intervention and to claim full compensation.
8. The risk of loss of or damage to the goods that are the subject of the agreement is transferred to the customer at the time of delivery of said goods, or at the time when the customer is notified that the goods are available to the customer for collection.

 

Article 7: Inspection, complaints and returns

1. The customer is obliged to inspect the goods upon delivery, or as soon as possible thereafter. As part of that process, the customer must inspect whether the quality and quantity of the goods delivered correspond to the agreement, or that they at least meet the relevant requirements in the normal course of business and trade.
2. Any advice given by TP Seal Solutions with regard to the technical application, whether verbal or written or in any other way, does not discharge the customer from the obligation referred to in paragraph 1 of this article.
3. Any visual defects must be reported to TP Seal Solutions in writing within eight days of delivery. Any hidden defects must be reported within three weeks of discovery, but no later than 12 months after delivery, failing which the customer will no longer be entitled to claim breach of contract on the part of TP Seal Solutions.
4. If a complaint is received in time, i.e. in accordance with the preceding paragraph, the customer remains obliged to take delivery of and pay for the purchased goods. If the customer wishes to return faulty goods, he must do so subject to the prior written consent of TP Seal Solutions, in the manner as indicated by TP Seal Solutions.
5. Complaints can be enforced only in respect of goods that are still in the same condition as upon delivery.
6. Returns that have not been preceded by a written complaint as referred to in paragraph 3 of this article will be rejected. The costs of such unauthorised returns are payable by the customer.
7. In the event of an unauthorised return of the goods, TP Seal Solutions will be entitled to store the relevant goods either at TP Seal Solutions or third parties, at the risk and expense of the customer.
8. The customer is obliged to carefully package, ship and insure any goods to be returned. The customer is liable for any damage to or loss of the returned goods caused by his fault or negligence.

 

Article 8: Payment

1. Payment must be made within 14 days of the invoice date, in a manner to be stipulated by TP Seal Solutions and in the currency stated on the invoice, without any deduction or offsetting. Claims regarding the amount due on invoices do not suspend the payment obligation.
2. If the customer fails to make payment within the stated period of 14 days, the customer will be in default by operation of law, without any notice of default or notification being required. In that case, the customer owes the statutory commercial interest. The interest on the amount payable will be calculated from the moment the customer is in default, until full settlement.
3. In the event of winding-up, bankruptcy or a moratorium on payments on the part of the customer, all claims of TP Seal Solutions against the customer will become immediately due and payable. Furthermore, TP Seal Solutions has the right to declare all agreements concluded with the customer dissolved, without further notice of default or judicial intervention being required and without prejudice to any other of its legal rights.
4. TP Seal Solutions is entitled to first allocate any payments made by the customer to costs, subsequently to any interest due and finally to the principal sum and accrued interest. TP Seal Solutions, without this causing it to be in default, can refuse an offer for payment if the customer appoints a different order for the allocation of the payment. TP Seal Solutions can refuse full settlement of the principal sum, if this does not include any accrued interest and costs due.

 

Article 9: Debt-collection costs

1. In the event that the customer is in default or fails to (timely) fulfil his obligations, all extrajudicial costs reasonably incurred by TP Seal Solutions to collect payment will be at the expense of the customer. In the event of a monetary claim, the customer in any case owes collection costs in addition to statutory interest.
2. The collection costs amount to 15% of the invoice amount, subject to a minimum of € 250.

 

Article 10: Retention of title

1. All goods delivered by TP Seal Solutions, including any designs, sketches, drawings, films, software, (electronic) files, etc., remain the property of TP Seal Solutions, until the customer has fulfilled all obligations under the agreement(s) concluded with TP Seal Solutions.
2. The customer is not entitled to pledge, or in any other way encumber goods that are subject to retention of title.
3. If a third party seizes supplied goods subject to retention of title or if it wishes to establish a right or lay claim to that, the customer is obliged to notify TP Seal Solutions thereof as soon as reasonably can be expected.
4. The customer is obliged to sufficiently insure the goods supplied subject to retention of title and to keep them insured against damage or loss caused by fire, explosion and flooding, as well as theft, and to submit the insurance policy for inspection on demand of TP Seal Solutions.
5. Goods delivered by TP Seal Solutions which, pursuant to the provisions of Article 9, paragraph 1, are subject to retention of title, may only be resold in the context of normal business activities and may never be used as means of payment. TP Seal Solutions is entitled to attach the condition to this resale referred to above that any claims from said purchase agreement(s) are pledged to TP Seal Solutions as security.
6. In the event that TP Seal Solutions wishes to exercise its proprietary rights referred to in this article, the customer hereby gives his unconditional and irrevocable permission to TP Seal Solutions, or any third party to be designated by it, to access any location as to where the property of TP Seal Solutions may be stored and to retrieve those goods, without further notice of default or judicial intervention being required.

 

Article 11: Liability

1. TP Seal Solutions is only liable for damage or loss suffered by the customer that is the direct and exclusive result of a failure in the performance of the agreement attributable to TP Seal Solutions. Furthermore, only damage or loss against which TP Seal Solutions is insured is eligible for compensation.
2. If, at the time of concluding the agreement, TP Seal Solutions has not taken out insurance for the damage or loss suffered by the customer or if said insurance does not cover this damage or loss, for whatever reason, TP Seal Solutions’ liability will be limited to the highest of the following amounts:
3. € 5,000;
4. The invoice amount pertaining to the agreement under which the damage or loss occurred.
5. TP Seal Solutions is never liable for any form of consequential damage or loss, including, but not limited to, business interruption losses or lost profit.
6. TP Seal Solutions is only obliged to deliver in accordance with the specifications agreed upon when the agreement was concluded. TP Seal Solutions accepts no liability whatsoever for the applicability of the goods delivered by the customer for any purpose whatsoever.
7. All images, drawings and data regarding weights, dimensions, colours, etc., stated by TP Seal Solutions in any document, other than the order confirmation, are mere approximates from which the customer cannot derive any rights.
8. TP Seal Solutions is not liable for any inaccuracies in data, drawings, documents and advice etc. provided by or on behalf of the customer for use in the performance of the agreement.
9. TP Seal Solutions is not liable for any damage or loss to materials supplied by or on behalf of the customer, as a result of faulty processing. TP Seal Solutions, on request of the customer, will redo the processing, using new materials supplied by the customer at his expense.
10. TP Seal Solutions is not liable for damage or loss resulting from improper use of the products supplied by TP Seal Solutions and/or resulting from use contrary to the operating instructions.
11. TP Seal Solutions is furthermore not liable for the applicability and durability of products supplied by it that are used as part of goods not supplied by it.
12. Claims against TP Seal Solutions on the basis of incorrect advice lapse if these have not been reported in writing and supported with reasons within six months after the customer was or reasonably should have been aware of the facts on which the claims are based, and in any case within five years of the date of the relevant assignment.

 

Article 12: Force majeure

1. The parties will not be obliged to fulfil any obligation should they be prevented from doing so due to a circumstance not attributable to any wrongful act on their part, nor chargeable to them in accordance with the law, any juristic act or generally accepted practice.
2. In these general terms and conditions, force majeure, in addition to the explanations in existing (case) law, is taken to mean all external causes, anticipated or otherwise, beyond the control of TP Seal Solutions, as a result of which TP Seal Solutions is unable to fulfil its obligations. This includes strikes in TP Seal Solutions’ company and non-delivery or late delivery by TP Seal Solutions’ suppliers.
3. TP Seal Solutions is also entitled to claim force majeure if the circumstance that prevents the (continued) performance arises after TP Seal Solutions should have fulfilled its obligation.
4. During the period of force majeure, the parties may suspend their obligations under the agreement. If such period exceeds two months, either party may dissolve the agreement without being obliged to pay compensation to the other party.
5. To the extent that, at the time of occurrence of a situation of force majeure, TP Seal Solutions has already performed part of its obligations under the agreement or will be able to perform such obligations, and the services performed or to be performed have independent value, TP Seal Solutions will be entitled to invoice the services performed or to be performed separately. The customer is obliged to pay this invoice as if it were a separate agreement.

 

Article 13: Indemnity

1. The customer indemnifies TP Seal Solutions against third-party claims with regard to intellectual property rights to materials or data provided by the customer and used in the performance of the agreement.
2. If the customer provides information carriers, electronic files or software, etc. to TP Seal Solutions, the customer guarantees that these does not infringe the property or copyrights of third parties, and that the information carriers, electronic files or software are free of viruses and defects.
3. The customer indemnifies TP Seal Solutions against all third-party claims on account of product liability as a result of a defect in a product supplied by the customer to a third party and which (in part) comprised products and/or materials supplied by TP Seal Solutions.
4. The customer indemnifies TP Seal Solutions against any claims brought by third parties who suffer damage or loss in relation to performance of the agreement and which damage or loss is attributable to the customer.

 

Article 14: Intellectual property and copyrights

1. The customer is not permitted to make changes to the goods, unless the nature of the goods delivered dictate otherwise or unless otherwise agreed in writing.
2. Any designs, drafts, drawings, films, software and other materials or (electronic) files created by TP Seal Solutions within the framework of the agreement remain the property of TP Seal Solutions, regardless of whether they have been made available to the customer or third parties, unless agreed otherwise.
3. All documents such as designs, drafts, drawings, films, software, (electronic) files, etc., provided by TP Seal Solutions are intended only for use by the customer and may not be reproduced, published or disclosed by the customer to any third parties without the prior permission of TP Seal Solutions, unless the nature of the documents provided dictates otherwise.
4. TP Seal Solutions reserves the right to use any new knowledge, obtained as a result of the execution of the work, for other purposes, insofar as this does not involve the disclosure of any confidential information to third parties.

 

Article 15: Confidentiality

1. Either party will be under the obligation to keep secret all confidential information obtained from the other party or from another source in the course of their agreement. Information will be deemed to be confidential if another party has communicated its confidential nature or if such confidentiality ensues from the nature of the information.
2. If TP Seal Solutions is under an obligation, either pursuant to a statutory provision or a court order, to disclose confidential information to any third parties designated by law or by the competent court, and it cannot invoke any privilege, either statutory or recognised or permitted by the competent court, TP Seal Solutions will not be under any obligation to pay compensation or indemnify and the customer will not be entitled to dissolve the agreement on account of any resulting damage.

 

Article 16: Disputes

1. The competent court of Northern Netherlands, Groningen hearing location, has exclusive jurisdiction in the first instance to hear disputes that in any way arise from the agreement(s) between TP Seal Solutions and the customer.

 

Article 17: Applicable law

1. All agreements between TP Seal Solutions and the customer are governed by Dutch law. The applicability of the Vienna Sales Convention is excluded.