GENERAL TERMS AND CONDITIONS OF SALE OF TB Truck & Trailer Parts IN BREDA
1. Applicability of these general terms and conditions; the exchange of messages.
- These general terms and conditions apply to all –including those to be
issued in the future, respectively to come into effect - offers and
agreements which TB Truck & Trailer Parts., with its registered
office in Breda, registered in the Commercial Register under number
20081552, hereinafter referred to as: "TBTTP", issues respectively
concludes, regardless of the nature of the performance to be carried out
by TBTTP. The term "item" used hereinafter includes the sale and
delivery of movable property as well as the provision of a service. The
other party of TBTTP is hereinafter referred to as: "the client".
- If the client at any time refers to its general terms and conditions
(of purchase), the applicability thereof is hereby expressly rejected.
- The messages referred to in these general terms and conditions can,
unless stated otherwise or the written form applies by law, be sent in
writing, as well as by email or by fax.
2. Offers; security and termination of a concluded agreement; assembly
- Unless stated otherwise, the offers of TBTTP are without obligation. An
offer without obligation can be revoked by TBTTP within three working
days from the receipt of the acceptance.
will always have the right to require sufficient security to be
furnished prior to the concluding of the agreement. TBTTP also has the
right to do this after the concluding of the agreement, if it has
reasonable suspicion that the client will not fulfil its obligations.
This is in all events the case if the client does not fulfil any due and
payable liability towards TBTTPin spite of notice of default. In the
event that the client, in spite of notice of default, does not furnish
security, TBTTP will then have the right to exercise the rights which
are described in article 9 of these general terms and conditions.
- If the client of TBTTP wishes to terminate an agreement once concluded,
and TBTTP agree to this, this will always take place subject to the
condition that the client compensates the damage suffered, or damage to
be suffered, by TBTTP. This damage will amount to at least an amount
equal to 50% of the agreed price. TBTTP has the right to prove that it
has suffered a higher amount of damage, in which case the client will
owe the higher amount of damage.
- Assembly of the items delivered by TBTTP must be carried out
exclusively by trained staff in specialised garages making use of the
specialised tools provided for this, all this whilst paying due regard
to the assembly, respectively maintenance, instructions of the
vehicle manufacturer concerned.
3. Prices, price adjustment and deposit scheme
- The prices offered by TBTTP are based on delivery ex Works, from its
warehouse in the Netherlands. Delivery clauses are always interpreted in
accordance with the most recent edition of the Incoterms of the
International Chamber of Commerce. The prices offered are furthermore
based on flexible cooperation by the client with the settlement of the
concluded agreement. TBTTP will be entitled to increase the agreed
prices if the cost price of that which TBTTP must perform in the period
between the coming into effect of the agreement and the point in time of
the delivery/performance increases.
- TBTTP applies an additional surcharge (cost) scheme for certain items
to be sold by it, which the client must comply with. This surcharge
scheme can be based on payment in advance or afterwards.
In case of advance payment, the purchase price is plus surcharge cost,
which will be returned, or repaid, upon the return of the item together
with packaging, respectively the packaging. The returning of an item
always requires prior permission from TBTTP.
- The scheme for payment afterwards applies if it has been agreed with
the client that at the occasion of the delivery of an item purchased by
the client, a usedsimilar item is returned which fulfils the
requirements to be set by TBTTP. If this scheme applies, TBTTP will also
have the right to increase the agreed purchase price by a surcharge,
which will be credited or repaid as soon as the product to be exchanged
is received by TBTTP. TBTTP has the right to balance an exchange product
to be received against an older transaction with regard to which no
exchange product was received.
- The current price lists of TBTTP will state if and, if yes, which
surcharge scheme applies for which items. This price list, or, as the
case may be, separate documentation, will include the details with
regard to the surcharge scheme.
- Starting point is always that the returning of the item with the
packaging (if TBTTP agrees to this), respectively the packaging, must
take place within three months from the date of the invoice on which the
surcharge is charged, on the basis of the delivery clause DDP, to a
location within the Netherlands to be stated by TBTTP.
4. (Periods of) delivery and risk
- Unless the contrary has been agreed, the delivery of the item sold by
TBTTP takes place ex Works, from the warehouse of TBTTP in the
- Agreed delivery periods are indicative and not a final deadline,
unless the contrary has been agreed in writing. TBTTP will only be in
default after its client has given notice of default in writing to TBTTP
and has set a reasonable period to be determined after consultation
with TBTTP, and TBTTP does not remedy the shortcoming within that
- From the delivery, the item will be on the account and risk of client,
without prejudice to the retention of title stipulated in article 10.
- TBTTP will inform its client as soon as possible of any exceeding or potential exceeding of a period.
5. Purchase obligation
- The client of TBTTP is obliged to provide the necessary cooperation for
the implementation of the performance, including the taking delivery of
the item purchased and/or processed.
- If the client of TBTTP refuses to take delivery of the item or the
offered performance, the client will at the time of this refusal be in
creditor's default and TBTTP will retain the item - until the time at
which TBTTP terminates the agreement, or until the item is taken
delivery of at a later date - on the account and risk of the client.
TBTTP will not be required to insure the item concerned and can charge
the costs of the garaging and suchlike at the rates applicable at TBTTP.
As long as the sold item concerned is still not taken delivery of and
paid for by the client of TBTTP,the ownership will not be transferred
and TBTTP will have the right to invoice the client for the amount
6. Guarantees are only provided by TBTTP by means of statements in writing.
the contrary is expressly evident from such statements, only the legal
provisions of the attributable failure will apply to the guarantees
given by TBTTP. Unless agreed otherwise, a guarantee will apply for a
period of one year and will apply to the territory of the Netherlands.
7. Inspection and complaints
- The client must inspect the delivered item at the time of delivery for
externally observable defects - such as scratches, dents and
non-functioning in conformity with the agreement - and, after the
discovery of such defects, forth with make a complaint and make a note
on the consignment note/delivery note. If the client does not comply
with this, the item will apply as having been accepted by the client as
- The client must inspect the item for other defects referred to under
a. within fourteen days from delivery and report any defects within this
period to TBTTP.
8. Payment, costs, setoff, suspension and third-party clause
- Unless otherwise agreed, the payment must take place within 14 days from
the invoice date. The payment must either take place in cash or by
means of transfer to an account to be stated by TBTTP. In the event of
transfer to the account of TBTTP, the point in time when the amount is
credited to the account will apply as the point in time of the payment.
The payments to be made by the client will first serve to settle those
claims for which TBTTP cannot enforce the retention of title/right of
pledge/right of retention stipulated in article 10. With due regard
thereto, the payments will first serve to settle all costs owed, there
upon to settle all interest owed, and finally to settle each time the
longest outstanding principal sum.
- Complaints concerning an invoice must be reported within fourteen days
from the date of the invoice, in the absence of which the correctness of
the invoice is established, without prejudice to the right of TBTTP to
correct any evident errors.
- On the matter of extrajudicial and judicial costs, the client of TBTTP,
if TBTTP has a due and payable performance to claim from its client and
refers the debt for collection, will owe reimbursement which will be
calculated pro rata of the rate to be charged for similar cases by the
third party engaged by TBTTP, whether or not per unit of time, insofar
as reasonable, plus the costs reasonably to be paid by this third party
to third parties. The reimbursement of extrajudicial costs relate to all
acts to be executed by the third party engaged by TBTTP, whilst the
graduated scale which is included in the Dutch Extrajudicial Collection
Costs Fees Decree (Besluit vergoeding voor buitengerechteijke
incassokosten) will apply as the minimum for this. With regard to the
judicial costs, the non-contractual amount to be liquidated by the court
will apply as the minimum.
Setoff by the client of TBTTP is not permitted, unless TBTTP
unconditionally acknowledges the claim of its client. The client is not
permitted to suspend its payment obligation when the client makes a
- If TBTTP concludes an agreement with two or more legal entities or
natural persons, each of them will be jointly and severally liable
towards TBTTP for the complete performance of the agreement concerned.
- TBTTP stipulates by means of a third-party clause that the companies
affiliated to it in a group which have a claim against the client can
setoff this claim against that which TBTTP owes to the client, or, as
the case may be, if an affiliated company owes a debt to the ￼4 client,
TBTTP can setoff its claim against the client against that which this
company owes to the client.
- Default; bankruptcy etc.
the client of TBTTP does not, or not properly, or not in a timely
manner, fulfil any obligation, as well as in the event that its client
is declared insolvent, is granted a moratorium (whether or not
provisionally), or statutory debt adjustment is declared with regard to
the client, or the client is placed under guardianship, or the company
of the client is ceased or liquidated, then the client will be deemed to
be in default by operation of law with regard to all obligations which
have not been fulfilled, and TBTTP will have the right to, at its
discretion, without any obligation of compensation, and without
prejudice to the further rights accruing to TBTTP on the basis of the
law, and without the requirement of notice of default, terminate the
agreement(s) concerned wholly or in part by means of a statement in
writing, or, as the case may be, to suspend the (further) performance of
this (these) agreement(s). TBTTP will in these events also have the
right to demand immediate payment of all that which the client owes to
10. Retention of title; insurance; pledge and retention
- Retention of title All deliveries take place subject to retention of
title. TBTTP retains the ownership of the items delivered to the client
and to be delivered on the basis of whatsoever agreement until the
- has paid the price of all items, plus the interest and costs owed in full and,
- has paid the claims which TBTTP acquires against the client if the
client fails in the fulfilment of the obligations referred to above.The
client may not in any manner whatsoever use the item subject to
retention of title for security of claims other than those of TBTTP. If a
third party has the possession of an item on behalf of the client, the
client, if the client fails towards TBTTP, will be obliged to report the
name and address of this third party to TBTTP and TBTTP may inform this
third party that this item must from now on be kept on behalf of
- The client is obliged to adequately insure the items to be taken
receipt of by the client and in all events against the risk of theft,
misappropriation, damage and destruction. The client is not permitted to
pledge its claims against the insurer to third parties, or otherwise
use these as security, or, as the case may be, to transfer these to
third parties. The other party undertakes towards TBTTP to, at any time
required by TBTTP (whether or not in the future), have its right to
compensation applied in a manner to be determined by TBTTP as security
for all its claims against the client. The obligation described in this
paragraph does not apply if the client has paid the amount owed by it
prior to the delivery.
- PledgeIt applies between TBTTP and its client that a right of pledge
will be established on movable property of the client- not being
property subject to registration - held by TBTTP for the security of the
claims which TBTTP has or will acquire against its client on whatsoever
basis. The right of pledge comes into effect without further
formalities at the time when TBTTP takes possession of the items
- Right of retention TBTTP may also exercise the right of retention
accruing to it for the payment of all that which the client owes to it
on whatsoever basis.
11. Ownership of replaced parts
- Parts replaced by TBTTP become its property without TBTTP owing any payment for this unless the contrary is stipulated.
12. Liability and force majeure
- If the client of TBTTP has adhered to the regulations which are
recorded in article 7, legal proceedings due to attributable failure
can, with due regard to that which is stipulated in these general terms
and conditions with regard to its liability, only be brought against
TBTTP during the period of one year from the date of delivery/the
execution of the performance.
- If TBTTP acknowledges that it has failed imputably, or this is
otherwise established, then TBTTP will have the right, within a
reasonable period after its client invokes this, to report to the client
that it will proceed free of charge with redelivery or delivery of the
absent items or the execution anew of the performance or rectification.
TBTTP must during the stating of its choice reasonably take the
interests of its client into consideration. If, after the notification
referred to, TBTTP performs within a reasonable period, this will mean
that the obligation concerned will have been fulfilled in a correct
manner and the client will not have any right to compensation. There is
an exception to the provisions of the previous sentence if the client,
prior to the notification referred to in the first sentence of this
paragraph, has already terminated the agreement without the intervention
of the courts, or, as the case may be, has instituted a claim for
termination and this is granted.
- If it is established that TBTTP owes compensation to its client, its
liability for compensation will be limited to the amount which is agreed
with regard to the item/performance concerned, excluding VAT, including
(the value of) that which TBTTP has already performed in the context of
the attributable failure. The client of TBTTP indemnifies TBTTP against
all claims of third parties - inter alia with regard to product
liability - insofar as these claims exceed the maximum referred to in
the previous sentence.
- In addition to that which the law considers to be force majeure,force
majeure also includes sickness of employees or servants or agents of
TBTTP and/or strike actions and/or breach of contract and/or force
majeure on the part of its suppliers, transport providers or other third
parties which are involved in the agreement, and furthermore traffic
congestion, natural forces, war or mobilisation, obstructive measures by
any authority, fire and other accidents in the company of TBTTP, as
well as other circumstances which prevent the performance of the
agreement, all this insofar as the result thereof is that the (further)
performance of the agreement cannot reasonably be expected fromTBTTP.
- In this article, attributable failure also includes unlawful acts.
13. Industrial and intellectual property
expressly stipulated otherwise, TBTTP is the owner of all industrial
and intellectual property rights to all products, including the drawings
produced by it - whether or not produced in the context of an offer -
even if the products concerned have been produced or modified by TBTTP
upon instruction of the client. The provisions of the previous sentence
do not apply if TBTTP obtained products from third parties and TBTTP
acknowledges the intellectual property of these third parties. In that
event, the client must respect the intellectual property of these third
14. Processing of personal dat
data which TBTTP receives from the client will be processed by it as
controller within the meaning of the Dutch Personal Data Protection Act
(Wet bescherming persoonsgegevens). TBTTP will perform the agreement
with the aid of this data and, insofar as agreed, fulfil guarantee
obligations, provide service and provide its client in a timely manner
and with due regard to the statutory provisions with product information
by post, or otherwise by the sending of personalised offers. Upon
request from the client, incorrect data will be rectified whilst TBTTP
will also fulfilall other obligations towards the client pursuant to the
Personal Data Protection Act.
15. Export and environmental regulations.
- The items, software and technology to be delivered by TBTTP are
potentially subject to restrictive export legislation and regulations of
the European Union, the Netherlands, the United States and other
countries. This legislation and these regulations concern, for
example,strategic items. The client must strictly adhere to this
legislation and these regulations and become familiar with the existence
and the scope thereof. In this context it must be noted that specific
legislation of the United States has extraterritorial effect where
- Where applicable, TBTTP must, with regard to the items to be delivered,
adhere toenvironmental legislation, whether or not originating from the
Dutch legislature or the European Union. It also applies here that the
client is obliged to become familiar with the existence of this
legislation and the scope thereof.
- If it is necessary with regard to the provisions under a. and b. of
this article to acquire licences, the client must take the initiative
for this in a timely manner and on its own account.
16. Applicable law and dispute resolution
- The law of the Netherlands applies to all legal relationships to which
these general terms and conditions apply, excluding, if otherwise
applicable, the United Nations Convention on Contracts for the
International Sale of Items.
- All disputes between TBTTP and its client to which these general terms
and conditions apply will be at first instance settled by the
Zeeland-West-Breda District Court in the Netherlands unless a mandatory
statutory provision objects to this and without prejudice to the right
of TBTTP to bring legal proceedings against its client before another
court of competent jurisdiction.
Version: January 2017