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General Terms and Conditions PTFE Tube Shop BV
Private company PTFE Tube Shop BV (hereinafter: PTS) is registered with the Chamber of Commerce under number 81157118 and is located at Baarschot 20B (4817ZZ) in Breda.
- The terms below are understood to have the following meaning in these general terms and conditions, unless explicitly stated otherwise:
- Offer: Any written offer to the Buyer for the supply of Products by the Seller, to which these terms and conditions are inseparably linked.
- Company: The natural or legal person acting in the course of their profession or business.
- Consumer: The natural person acting in the course of their profession or business.
- Buyer: The Company or Consumer who enters into a (remote) Agreement with the Seller.
- Agreement: The (remote) purchase agreement that extends to the sale and delivery of Products purchased by the Buyer from PTS.
- Products: The Products offered by PTS are PTFE Hoses.
- Seller: The supplier of Products to the Buyer, hereinafter: PTS.
- Website: The Website on which the Products by PTS are offered is: https://ptfetubeshop.com/.
- These general terms and conditions apply to every Offer made by PTS and every Agreement between PTS and a Buyer, and to every Product offered by PTS.
- The Buyer will have access to these general terms and conditions before an (remote) Agreement is concluded. If this is not reasonably possible, PTS will indicate to the Buyer how the Buyer can view the general terms and conditions, which in any case have been published on the PTS website, so that the Buyer can easily store these general terms and conditions in a durable database.
- It is possible to deviate from these general terms and conditions in exceptional circumstances when this has been explicitly agreed in writing with PTS.
- These general terms and conditions also apply to additional, amended and follow-up agreements with the Buyer. Any general and/or purchase conditions from the Buyer are explicitly rejected.
- If one or more provisions of these general terms and conditions are partially or completely null and void, or are nullified, the other provisions of these general terms and conditions will remain in force and the invalid/nullified provision(s) will be replaced by a provision with the same purport as the original provision.
- Ambiguities about the content, clarification or circumstances not governed by these general terms and conditions must be assessed and explained in the spirit of these general terms and conditions.
- Reference to she/her/hers in these general terms and conditions should also be understood as a reference to he/him/his, if and insofar as applicable.
- All offers made by PTS are without obligation, unless explicitly stated otherwise in writing. If the Offer is limited or made subject to specific conditions, this will be explicitly stated in the offer. An Offer only exists if it has been made in writing.
- An Offer made by PTS is without obligation. PTS is only bound by the Offer if the acceptance thereof is confirmed in writing by the Buyer within 30 days, or if the Buyer has already paid the amount due. Nevertheless, PTS has the right to refuse an Agreement with a potential Buyer for reasons PTS considers legitimate.
- The Offer contains an accurate description of the Product with associated prices. The description is adequately detailed in order for the Buyer to make a proper assessment of the Offer. PTS cannot be bound by obvious mistakes or errors in the Offer. Any images and specifications in the Offer are only an indication and cannot be grounds for any compensation or dissolution of the (remote) Agreement. A deviation within the margins indicated in the table on the PTS website, does not constitute grounds for compensation or dissolution of the agreement. PTS applies a margin of error and a tolerance in size deviation resulting from this does not constitute grounds for liability.
- The Buyer must check whether the Product is suitable for the conditions of use by the Buyer. The Buyer can verify this based on the information on the PTS website. The Buyer must obtain an inspection, if the Buyer doubts the compliance of the Product and specifications stated in the Offer. The product features as stated on the website are for reference only, the specific use of the Products may affect the properties required. The product specifications provided on the website are never binding and the Buyer is responsible for testing the Products.
- Delivery times and periods stated in the PTS Offer are indicative only and do not entitle the Buyer to dissolution or compensation if they are exceeded, unless explicitly agreed otherwise.
- A composite quotation does not oblige PTS to deliver part of the goods included in the offer, or items included in the Offer at part of the stated price.
- If and insofar as there is an offer, this does not automatically apply to repeat orders. Offers are only valid until stocks last, and in accordance with the ‘out-is-out’ principle.
Article 4 – Establishment of the Agreement
- The Agreement is concluded as soon as the Buyer has accepted an Offer from PTS by paying for the Product concerned, or if the Buyer has explicitly agreed to the offer and PTS has confirmed this.
- An Offer by PTS can be made via the website, by e-mail and by telephone.
- If the Buyer has accepted the Offer by entering into an Agreement with PTS, PTS will confirm the Agreement with the Buyer in writing via e-mail.
- PTS is not bound by the Offer if the acceptance deviates (on minor points) from the Offer.
- PTS is not bound by an Offer if the Buyer could reasonably have anticipated, or should have understood, or could have understood, that the Offer contains an obvious mistake or clerical error. The Buyer cannot derive any rights from this mistake or clerical error.
- The right of withdrawal is excluded if the Buyer is a Company. If the Buyer is a Consumer the Buyer has the right to assert his right to revoke within the statutory period. If revocation applies, the Buyer will handle the Product and its packaging with care. She will only unpack or use the Product to the extent necessary to determine the nature, characteristics and operation of the Product. The direct costs of returning the Product are at the expense of the Buyer.
- Products that cannot be returned for reasons of hygiene, customization, etc. are excluded from the right of revocation. This is explicitly stated in the Offer.
Article 5 – Implementation of the Agreement
- PTS will carry out the Agreement to the best of its knowledge and ability.
- PTS retains the right to have certain tasks performed by third parties at its own discretion, if and insofar as required for the proper execution of the Agreement.
- The Buyer shall ensure that all information which PTS deems necessary, or which the Buyer should reasonably understand to be necessary, is provided to PTS in a timely manner for the execution of the Agreement. If the information required for the execution of the Agreement is not provided to PTS in time, PTS has the right to suspend the execution of the Agreement.
- PTS is not obliged or bound to follow the instructions of the Buyer in the execution of the Agreement, if this changes the content or scope of the Agreement. If the instructions result in additional work for PTS, the Buyer is obliged to reimburse the additional or supplementary costs accordingly.
- Before proceeding with the execution of the Agreement, PTS may require security from the Buyer or advance payment in full.
- PTS is not liable for damage, of whatever nature, that has arisen due to the reliance by PTS on incorrect and/or incomplete information provided by the Buyer, unless this inaccuracy or incompleteness was known to PTS.
- The Buyer indemnifies PTS against any claims by third parties who, as a result of the execution of the Agreement, suffer damage which is attributable to the Buyer.
- If the commencement, progress or delivery and completion of the Agreement is delayed due to, for example, the failure of the Buyer to provide all requested information, or not provide this timely, does not cooperate sufficiently, or if PTS incurs any delay due to events beyond its control, PTS is entitled to a reasonable extension of the delivery or completion period. All agreed delivery terms are never strict deadlines. The Buyer must provide PTS with a written notice of default and allow a reasonable period of time to complete the delivery. The buyer is not entitled to any compensation due to the delay. Exceeding of the deadline does not provide the Buyer with the right of cancellation of the order, unless the delivery period is exceeded to such an extend that the Buyer cannot reasonably be expected to maintain the agreement.
- The Buyer is obliged to take delivery of the goods from the moment they are made available in accordance with the Agreement, even if they are offered earlier or later than agreed.
- PTS is entitled to store the goods at the expense and risk of the Buyer, if the Buyer refuses to take delivery or is negligent in providing information or instructions necessary for delivery.
- PTS is entitled to charge any delivery costs if the Products are delivered by PTS or an external carrier, unless otherwise agreed in writing. These will be invoiced separately, unless explicitly agreed otherwise.
- If PTS requires data from the Buyer in the context of the execution of the Agreement, the delivery period will commence only after the Buyer has made all data available to PTS necessary for the execution.
- Any delivery period specified by PTS is indicative. For deliveries outside the Netherlands longer delivery periods will apply.
- PTS is entitled to deliver the goods in part, unless this constitutes a deviation from by Agreement or the partial delivery has no independent value. PTS is entitled to invoice for the delivered goods separately.
- Deliveries are only made if all invoices have been paid unless, explicitly agreed otherwise. PTS reserves the right to refuse delivery if there are grounds to suspect non-payment.
Article 7 – Packaging and Transport
- PTS has an obligation towards the Buyer to properly package the goods to be delivered and to secure them in such a way that they reach their destination in good condition under standard conditions.
- All deliveries are made including sales tax (VAT), including packaging and packaging material, unless otherwise agreed in writing.
- Acceptance of goods without comments or remarks noted on the consignment note or receipt, counts as proof that the packaging was in good condition at the time of delivery.
Article 8 – Investigation, Claims
- If the Buyer is a Consumer, she is obliged to inspect the delivered goods at the time of delivery, or, in any case, to inspect these or have these inspected within 14 days after receipt of the delivered goods, but only unpack or use them to the extent necessary to be able to judge whether they retain the Product. In doing so, the Buyer must investigate whether the quality and quantity of the delivered goods correspond to the Agreement and whether the Products meet the requirements that apply in standard (trade) conditions. If the Buyer is a Company, the Buyer must check whether the Product complies with the Agreement within three working days of receipt.
- The Buyer is obliged to investigate and to verify for himself how the Product should be used and to test the Product in accordance with the instructions for use. PTS accepts no liability for the incorrect use of the Product by the Buyer.
- Any visible defects or shortages must be reported to PTS in writing after delivery via email@example.com. If the Buyer is a Consumer the Buyer has a period of 14 days after delivery for this purpose. If the Buyer is a Company the Buyer has a period of 3 working days after delivery for this purpose. The Buyer must return the Product within 7 working days. Invisible defects or shortages must be reported within 14 days after discovery, but no later than 6 months after delivery. These terms only apply where the Buyer is a Consumer. In the event of damage to the Product due to careless handling by the Buyer, the Buyer is liable for any depreciation of the Product.
- If a complaint pursuant to the previous paragraph is made in time, the Buyer remains obliged to pay for the purchased goods. If the Buyer wishes to return defective goods, this can only be done with the prior written consent of PTS and in the manner indicated by PTS.
- If the Consumer uses his right of revocation, he will return the Product and all accessories in the original condition and packaging to PTS, in accordance with the return instructions from PTS, insofar as this is reasonably possible. The costs for return shipments are at the expense and risk of the Buyer.
- PTS is entitled to commence an investigation into the authenticity and condition of the returned Products before reimbursement is issued.
- Refunds will be processed as soon as possible, but payment can take up to 30 days after receipt of the return shipment. Refunds will be made to the previously specified account number.
- If the Seller exercises her right of complaint, she is not entitled to suspend her payment obligation or to settle outstanding invoices.
- In the absence of a complete delivery and/or if one or more Products are missing, and this omission is attributable to PTS, PTS will send the missing Product(s) or cancel the remaining order after a request from the Buyer. This is governed by the confirmation of receipt of the Products. Any damage suffered by the Buyer as a result of the (deviating) scope of the delivery cannot be recovered from PTS.
- During the period in which the Offer is valid there will be no increase in the prices of the Products being offered, except in the event that there are changes in VAT rates.
- For Consumers the prices stated in the Offer include VAT. For Companies the prices are shown exclusive of VAT.
- The indicated prices are exclusive of shipping costs, unless otherwise agreed.
- The prices as stated in the Offer are based on the cost factors applicable at the time of the conclusion of the Agreement, such as: import and export duties, freight and unloading costs, insurance and any levies and taxes.
- In the event Products or commodities are subject to price fluctuations on the financial market over which PTS has no influence, PTS may offer these Products at variable rates. The Offer will state that the prices are target prices and may fluctuate.
- The Buyer will receive a VAT invoice with the order. A copy of the VAT invoice will be sent by email at the request of the Buyer.
- A 0% VAT invoice can be provided to foreign companies on request. An international VAT number can be specified for online orders. These deliveries are automatically exempt from VAT.
- In order to minimize VAT fraud, PTS requires that the delivery address must match the billing address and the address where the company is registered for tax purposes. If the data are easily verifiable, delivery can be made without VAT. In that case, VAT must be added by the recipient of the invoice, in accordance with the applicable EU guidelines.
Article 11 – Payment and Collection Policy
- Payment should preferably be made in advance, in the currency in which the invoice is made up and via the method indicated. Payment can be made with IBAN via a bank transfer or internet payment. Payment can also be made with a debit card, credit card or other designated payment methods.
- The Parties may also agree that the Buyer pay an advance. This only applies to an order larger than 2000 euros.
- Subject to certain conditions it is possible to deliver to selected companies on credit. PTS will undertake a credit check for this purpose. If the agreed payment term is exceeded, PTS is entitled to unilaterally change the agreed conditions.
- The Buyer cannot derive any rights or expectations from a previously issued quotation, unless the parties have explicitly agreed otherwise.
- The Buyer must make a lump sum payment to the account number and information PTS has provided to her. The Parties can only agree on a different payment term after explicit and written permission from PTS.
- If an obligation of periodic payments has been agreed with the Buyer, PTS is entitled to adjust, in writing, the applicable prices and rates with due observance of a period of 3 months.
- In the event of liquidation, bankruptcy, seizure or suspension of payment of the Buyer, the claims by PTS against the Buyer are due and payable immediately.
- PTS has the right to set payments made by the Buyer against costs in the first place, then against current interest and finally against the principal sum and the accrued interest. PTS can, without incurring a default as a result, refuse an offer of payment, if the Buyer indicates a different order for the allocation. PTS can refuse full repayment of the principal sum, if the accrued interest and current interest, as well as the costs are not also paid.
- If the Buyer does not fulfill her payment obligation and has not fulfilled her obligation within the stipulated payment term of 30 days, the Buyer as a Company is in default. Buyer as a Consumer will first receive a written reminder with a term of 14 days from the date of the reminder to comply with the payment obligation, including a statement of the extrajudicial costs if the Consumer does not meet his obligations within that period, before he is in default.
- PTS will, from the date of the default by the Buyer and without further notice, claim the statutory (commercial) interest calculated from the first day of default up to full payment and reimbursement of the extrajudicial costs in accordance with Article 6:96 of the Dutch Civil Code, to be calculated according to the incremental scale set out in the ruling on compensation for extrajudicial collection costs from 1 July 2012.
- If PTS has incurred additional or higher costs as reasonably necessary, these costs are eligible for reimbursement. The judicial and execution costs incurred are also at the expense of the Buyer.
Article 12 – Retention of Title
- All goods delivered by PTS remain the property of PTS until the Buyer has fulfilled all of the following obligations under all Agreements concluded with PTS.
- The buyer is not authorized to pledge or encumber in any other way the goods subject to retention of title, if the ownership has not yet been transferred in full.
- If third parties seize the goods delivered under retention of title, or wish to establish or assert rights thereon, the Buyer is obliged to notify PTS of this as soon as may reasonably be expected.
- In the event that PTS wishes to exercise its property rights indicated in this article, the Buyer gives unconditional and irrevocable permission and authorization to PTS, or to by PTS designated third parties, to enter all those places where the properties of PTS are located and to reclaim these items.
- PTS has the right to retain the Product(s) purchased by the Buyer, if the Buyer has not yet (fully) fulfilled its payment obligations, despite an obligation to transfer or hand over by PTS. After the Buyer has complied with its obligations, PTS will make every effort to deliver the Products purchased to the Buyer as soon as possible, but no later than within 20 working days.
- Costs and other (consequential) damage as a result of retaining the purchased Products are at the expense and risk of the Buyer and will be reimbursed to PTS by the Buyer upon first request.
- PTS guarantees that the Products comply with the Agreement, the specifications stated in the offer, usability and/or reliability and the statutory rules and regulations applicable at the time of the conclusion of the Agreement. This also applies to goods intended for use abroad and the Buyer has explicitly notified the Seller of this use in writing at the time of entering into the Agreement. The Buyer is responsible for testing the Products for the specified application, testing for pressure, diameter tolerance, temperature, colour, bend radius and chemical resistance.
- PTS guarantees that the Products are FDA, REACH and RoHs certified and compliant. If the Buyer so wishes, the certifications can be supplied on request. PTS does not have EU certification and this must be obtained by the Buyer.
- The Product can withstand temperatures between -190° C to 260° C. The Product may deteriorate faster depending on the height of the temperature the Product is exposed to.
Article 14 – Product User Instructions
- The Buyer of the Products must follow the regulations and instructions provided by PTS.
- The Buyer must test the Product before it is put into use, due to the various applications of, among others, temperature, chemical resistance, diameter tolerance, colour and bending radius. If the PTFE hoses are adapted for use in a Product of the Buyer, PTS has no responsibility for any failure of this product/application.
Article 15 – Suspension and Dissolution
- PTS is entitled to suspend the fulfillment of the obligations, or to dissolve the Agreement, if the Buyer does not, or does not fully comply with the (payment) obligations under the Agreement.
- In addition, PTS is entitled to dissolve the Agreement between it and the Buyer without judicial intervention, insofar as it has not yet been executed, if the Buyer does not fulfill his obligations arising from any Agreement concluded with PTS on time or in good manner.
- Furthermore, PTS is authorized to dissolve the Agreement, or have it dissolved, without prior notice of default, if circumstances arise of such a nature that fulfillment of the Agreement is impossible or, according to standards of reasonableness and fairness, can no longer be required, or if circumstances which otherwise arise are such that the Agreement cannot be reasonably expected to be maintained unaltered.
- If the Agreement is dissolved, the claims PTS has on the Buyer are immediately due and payable. When PTS suspends fulfillment of its obligations, it retains its legal rights under the Agreement.
- PTS always reserves the right to claim compensation.
Article 16 – Limitation of Liability
- PTS is not liable for consequential damage, indirect damage, loss of profit and/or loss of earnings, missed savings. Damage as a result of the use of the delivered Products is excluded. A restriction applies to the Consumer in accordance with what is permitted under Article 7:24 paragraph 2 of the Dutch Civil Code.
- PTS is not liable for and/or obliged to repair damage caused by the use of the Product. PTS provides strict user instructions that must be observed by the Buyer. All damage to Products as a result of use is expressly excluded from liability. The Buyer must verify whether the Products delivered meet the properties required for the specific use.
- PTS is not liable for damage that is or may be the result of any act or omission as a result of (incomplete and/or incorrect) information on the website(s) or any linked websites.
- PTS is not responsible for errors and/or irregularities in the functionality of the website and is not liable for malfunctions, or for the unavailability of website for any reason.
- PTS does not guarantee the correct and complete transmission of the content of any e-mail sent by or on behalf of PTS, nor the timely receipt thereof.
- All claims by the Buyer due to shortcomings on the part of PTS lapse, if they have not been reported to PTS, in writing and with reasons, within one year after the Buyer was aware or could reasonably have been aware of the facts on which it bases its claims. All claims by the Buyer will lapse in any case one year after the termination of the Agreement.
- PTS is not liable if it is prevented to fulfill its obligations under the Agreement as a result of force majeure, nor can it be held to comply with any obligation if it is prevented from doing so as a result of a circumstance not due to its fault and is not according to law, legal act or generally accepted standards, accountable for.
- Force majeure is, in this respect, understood to be, but is not limited to in law and jurisprudence, (i) force majeure on the part of suppliers of PTS, (ii) failure to properly fulfill obligations of suppliers prescribed or recommended to PTS by the Buyer, (iii) defectiveness of goods, equipment, software or materials from third parties, (iv) government measures, (v) power failure, (vi) failure of the internet, data network and telecommunication facilities (for example through cybercrime and hacking), ( vii) natural disasters, (viii) war and terrorist attacks, (ix) general transportation problems, (x) strikes at the company of PTS and (xi) other situations that PTS deems beyond its control and will temporarily or permanently prevent the fulfillment of its obligations.
- PTS has the right to invoke force majeure if the circumstance that prevents (further) fulfillment occurs after PTS should have fulfilled its obligation.
- The Parties can suspend the obligations under the Agreement during the period that the force majeure continues. Each of the Parties is entitled to dissolve the Agreement without any obligation to pay compensation to the other party if this period exceeds two months.
- Insofar as PTS has partially fulfilled or will be able to fulfill its obligations under the Agreement at the time of the commencement of force majeure, and independent value can be attributed to the part that has been fulfilled or is to be fulfilled, PTS is entitled to invoice separately for the part already fulfilled or to be fulfilled. The Buyer is obliged to pay this invoice as if it were a separate Agreement.
The risk of loss or damage to the Products subject to the Agreement passes to the Buyer as a Company, from the moment the goods leave the PTS warehouse. For Consumers, the aforementioned risk will transfer to the Buyer if the Products have been handed over into the control of the Buyer. This is the case if the Products have been delivered to the delivery address provided by the Buyer.
Article 19 – Intellectual Property Rights
- All intellectual property rights and copyrights belonging to PTS remain exclusively with PTS and are not transferred to the Buyer.
- The Buyer is prohibited from disclosing and/or reproducing, changing or making available to third parties all documents on which the intellectual property rights and copyrights of PTS rest, without the express prior written permission from PTS. If the Buyer wishes to adapt goods delivered by PTS, PTS must explicitly agree to the intended adaptation.
- The Buyer is prohibited from using the Products to which PTS’s intellectual property rights rest other than as agreed in the Agreement.
Article 20 – Privacy, Data Processing and Security
- PTS will handle the (personal) data of the Buyer and visitors to the website(s) with care. If requested, PTS will provide further details to the person concerned.
- If PTS is required to provide information security on the basis of the Agreement, this security will meet the agreed specifications and a security level that is not unreasonable in view of the condition of the technology, the sensitivity of the data and the associated costs.
- If the Buyer is not satisfied with the Products from PTS and/or has complaints about the (execution of the) Agreement, the Buyer is obliged to report these complaints as soon as possible, but no later than 14 calendar days after the relevant cause that led to the complaint. Complaints can be reported via firstname.lastname@example.org with the subject headline “Complaint”.
- The complaint must be sufficiently substantiated and/or explained by the Buyer for PTS to be able to handle the complaint.
- PTS will respond substantively to the complaint as soon as possible, but no later than 14 calendar days after receipt of the complaint.
- The parties will try to find a mutually acceptable solution.
- Dutch law applies to every Agreement between PTS and Buyer. The applicability of the (CISG) Vienna Sales Convention is expressly excluded.
- In the event of an explanation of the content and scope of these general terms and conditions, the Dutch text will always be decisive. PTS has the right to unilaterally change these general terms and conditions.
- All disputes arising from or as a result of the Agreement between PTS and the Buyer will be settled at the competent court of Zeeland-West-Brabant, location Breda, unless mandatory provisions of law lead to the jurisdiction of another court.
Breda, 19 January 2021