TJM Supplies B.V.
Chamber of Commerce number: 72016981
VAT number: NL858946439B01
Article 1. General
1.1 Unless explicitly agreed otherwise in writing, these terms and conditions apply to every agreement and all further agreements between TJM Supplies B.V. and buyer. Deviations must be explicitly agreed in writing.
1.2 The term “buyer” in these terms and conditions means any person or legal entity who uses TJM Supplies B.V. concludes or wishes to conclude an agreement. “Agreement” also includes any (legal) act in preparation or execution thereof, including offers, quotations, declarations of intent and order confirmations.
1.3 The applicability of the purchase conditions or other conditions used by the customer is expressly rejected.
1.4 If at any time one or more provisions in these terms and conditions are wholly or partially invalid or should be annulled, the remaining provisions in these terms and conditions will remain fully applicable. TJM Supplies B.V. and the customer will then consult on new provisions to replace the void or voided provisions, whereby the purpose and purport of the original provisions are taken into account as much as possible.
1.5 If there is uncertainty about the interpretation of one or more provisions of these conditions, the explanation must take place “in the spirit” of these provisions. If a situation occurs between parties that is not regulated in these conditions, then this situation must also be assessed in the spirit of these conditions.
1.6 If TJM Supplies B.V. does not always apply strict compliance with these conditions or has demanded in a certain situation, this does not mean that the provisions thereof do not apply or that TJM Supplies B.V. to some extent lose the right to use or require strict compliance with the provisions of these terms and conditions in other cases.
Article 2. Offer and acceptance, agreement
2.1 All offers and quotations from TJM Supplies B.V. are without obligation. They are valid for 14 days, unless stated otherwise. Furthermore, all offers and quotations are revocable, regardless of whether or not they constitute a period for acceptance.
2.2 All verbal additions, promises or changes to offers, quotations and agreements are only binding if they are authorized by authorized persons of TJM Supplies B.V. have been done and insofar as this has been done explicitly and in writing.
2.3 An offer or quotation expires if the product or service to which it relates is no longer available in the meantime.
2.4 If the acceptance deviates, whether or not on minor points, from the offer included in the offer or quotation, TJM Supplies B.V. not bound by it. The agreement is then not concluded unless TJM Supplies B.V. otherwise.
2.5 A composite offer or quotation obliges TJM Supplies B.V. not to execute a part of the agreement at a corresponding part of the stated price.
2.6 TJM Supplies B.V. is entitled at all times, before (further) performance, to demand security from the buyer that both payment obligations and other obligations are met.
2.7 If a sample or model has been shown or provided to the customer, this is only presumed to have been provided as an indication, unless it is expressly agreed that the product to be delivered will correspond to this.
Article 3. (Delivery) delivery, risk, execution of work / services
3.1 The information provided by TJM Supplies B.V. the specified (delivery) period or the period for carrying out the work / services (which periods are referred to as “delivery period”) is not fatal. TJM Supplies B.V. will, however, observe the delivery period as much as possible. The mere expiry of the delivery period therefore does not constitute a default and the customer will be TJM Supplies B.V. must give written notice of default and offer a reasonable period of time to still implement the agreement. Exceeding the delivery period does not, in any event, entitle the customer to compensation.
3.2 If a delivery period has not been explicitly agreed, a reasonable delivery period applies, counting from the moment of conclusion of the agreement.
3.3 TJM Supplies B.V. has the right to have certain work done by third parties.
3.4 TJM Supplies B.V. has the right at all times to deliver in parts, which partial performance it may always invoice separately. TJM Supplies B.V. can suspend delivery of the following parts until the customer has approved the previous parts.
3.5 Goods are at the risk of the buyer as soon as they have been brought into his actual power of disposal, or in that of assistants used by the buyer.
3.6 In all cases, shipping and / or transport of delivered goods takes place at the expense and risk of the customer. The choice of means of transport is up to TJM Supplies B.V..
3.7 If the customer does not take delivery of the goods to be delivered or the work / services to be performed, or does not timely or properly, he will be in default without notice of default and TJM Supplies B.V. in any case entitled to invoice the agreed price. TJM Supplies B.V. is then also entitled to store the goods to be delivered at the expense and risk of the customer.
3.8 Customer states TJM Supplies B.V. the opportunity to perform the work / services, which in any case means that the customer ensures that:
- the place of performance of the work / services and access to them is easily accessible;
- TJM Supplies B.V. can dispose of the facilities required for the work / services, including but not limited to connection options for the required energy.
Article 4. Prices
4.1 An agreement is concluded at the prices applicable at the time the agreement is concluded. All prices in offers, quotations, agreements and (pro forma) invoices are, unless explicitly stated otherwise in writing, excluding VAT, costs of transport and / or shipping, travel, accommodation costs, installation costs, assembly costs, administration costs and other in connection with the delivery. costs incurred, as well as government levies and / or taxes. Prices are, unless otherwise agreed, based on delivery from warehouse / storage location.
4.2 TJM Supplies B.V. is entitled to change the prices it uses at any time, on the understanding that already agreed prices can only be changed if cost-determining factors on which the prices are based have changed since the conclusion of the agreement and before delivery. If the customer is a consumer, cost-increasing circumstances will remain at the expense of TJM Supplies B.V. if these circumstances occur within two months after the conclusion of the agreement.
4.3 If the customer cancels an order in whole or in part, the goods ordered or prepared for that, plus any delivery and delivery costs thereof and the working time reserved for the implementation of the agreement, will be charged in full to the customer.
4.4 Extra and less work can be charged to the customer, even if a fixed price has been agreed.
This can be the case, for example:
– in the event of changes to the agreement or the conditions of implementation;
– if it appears that the expected amount of work was insufficiently estimated at the time of entering into the agreement that it was not reasonably possible for TJM Supplies B.V to comply. may be required at the originally agreed price;
– if employees of TJM Supplies B.V. or by TJM Supplies B.V. third parties engaged must wait longer than 2 hours before they can carry out their work, in which case a reasonable hourly rate may be charged;
– in the event of deviations from the amounts of estimated items and of recoverable and estimated quantities.
4.5 If the total of the contract work exceeds that of the contract work, TJM Supplies B.V. entitled to an amount equal to 10% of the difference between the totals.
Article 5. Payment and collection costs
5.1 Payment must be made in the currency of the invoice within the payment period of 14 days stated on your invoice, unless otherwise agreed. This is after invoicing, without discount and / or settlement. TJM Supplies B.V. may demand payment before delivery has taken place or before the (final) invoice has been sent.
5.2 If payment is not made on time, the customer is legally in default and owes interest on the outstanding amount of 1% per month or – at the discretion of TJM Supplies B.V. – at the statutory commercial interest rate. Judicial and extrajudicial costs are borne by the customer. The extrajudicial costs amount to 15% of the outstanding amount, with a minimum of € 250. The customer also owes interest on these and other costs.
5.3 TJM Supplies B.V. has the right to have the payments made by the customer go first of all to reduce the costs, then to reduce the interest still due and finally to reduce the principal sum and the current interest.
TJM Supplies B.V. can, without being in default as a result, refuse an offer for payment if the customer designates a different order for the allocation of the payment. TJM Supplies B.V. can refuse full repayment of the principal if the outstanding and current interest and collection costs are not also paid.
5.4 Complaints about the invoicing must – without prejudice to the other provisions of this article – be made and can only take place within 8 working days after the invoice date. Complaints must be submitted in writing and do not suspend the payment obligation of the customer.
Article 6. Return shipment, advertising and warranty
6.1 Without prior written permission from TJM Supplies B.V. not obliged to accept a return shipment from customer. The risk of returned goods remains with the customer until they are accepted by TJM Supplies B.V. are credited. Crediting takes place after deduction of 20% of the price of the returned items, with a minimum of EUR 75. The credit does not include the TJM Supplies B.V. work performed and costs incurred.
6.2 In the event of a return shipment and complaints, the customer does not have the right to suspend his payment obligations.
In that case, the customer also remains obliged to purchase and pay for the other items ordered.
6.3 The buyer is obliged to investigate the goods delivered or have them examined at the moment that the goods are made available to him or the relevant activities have been carried out. In addition, the customer should investigate whether the quality and / or quantity of the delivered goods corresponds to what has been agreed and meets the requirements that the parties have agreed in this regard. Any visible defects must be submitted to TJM Supplies B.V. in writing within 8 days after delivery. to be reported. Any invisible defects must be submitted to TJM Supplies B.V. in writing as soon as possible, but in any case no later than eight days after discovery thereof. to be reported. The report must contain a description of the defect that is as detailed as possible, so that TJM Supplies B.V. is able to respond adequately. The customer must accept TJM Supplies B.V. to give the opportunity to investigate a complaint or to have it investigated. If the customer does not meet the aforementioned obligations, quantity and quality are deemed to have been accepted by the customer. The customer will then no longer be entitled to repair, replacement or compensation.
6.4 If a complaint has been made in time and in accordance with these conditions and in the reasonable opinion of TJM Supplies B.V. it has been sufficiently demonstrated that the goods or the work / services performed are defective, TJM Supplies B.V. have the choice of either delivering new items or services that have not been found to be defective free of charge or re-performing them free of charge, or repairing them or granting a discount on the price. By satisfying one of the aforementioned performances, TJM Supplies B.V. have been fully discharged with regard to its guarantee obligation and have not been obliged to pay any further compensation. Replaced goods or parts become the property of TJM Supplies B.V. and the customer must, at the first request of TJM Supplies B.V. immediately return, unless TJM Supplies B.V. otherwise.
6.5 The information provided by TJM Supplies B.V. warranty provided on items is limited to the warranty provided by the manufacturer of those items.
6.6 If it is established that a complaint is unfounded, then the costs incurred as a result on the part of TJM Supplies B.V., including research costs, will be borne in full by the customer.
6.7 Any form of guarantee will lapse if a defect has arisen as a result of or results from improper or improper use, incorrect storage or maintenance by the customer and / or third parties and / or when the customer or third parties without written permission from TJM Supplies BV have made changes to the case or have attempted to make changes to it, have attached other things to it that do not need to be attached to it or if these have been confirmed or processed in a manner other than the prescribed manner.
6.8 Nor is the customer entitled to a warranty claim if the defect was caused by or was the result of circumstances on which TJM Supplies B.V. cannot exert influence, including weather conditions (such as but not limited to, extreme rainfall or temperatures).
6.9 At the end of the guarantee period, all costs for repair or replacement, including administration and dispatching costs, will be charged to the customer.
Article 7. Liability
7.1 If TJM Supplies B.V. should be liable, then that liability is limited to what is regulated in this article.
7.2 The liability of TJM Supplies B.V. is at all times limited to a maximum of one and a half times the invoice value of the order excluding VAT, at least to that part of the order to which the liability relates.
The liability of TJM Supplies B.V. is in any case always limited to the amount that its insurer pays out in the relevant claim.
7.3 TJM Supplies B.V. is only liable for direct damage, as a result of – to be demonstrated by the customer – gross negligence or intent of TJM Supplies B.V. and / or its managerial subordinates to the management or management in the performance of the obligations arising from the agreements between TJM Supplies B.V. and customer agreement.
Direct damage is exclusively understood to mean the reasonable costs for determining the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions, any reasonable costs incurred for the inadequate performance of TJM Supplies B.V. to have the agreement answered to the extent that this is to TJM Supplies B.V. imputable and reasonable costs are made to prevent or limit damage, insofar as the customer demonstrates that these costs have led to limitation of direct damage as referred to in these general terms and conditions.
7.4 TJM Supplies B.V. is never liable for:
- indirect damage, of any nature whatsoever, including consequential damage, lost profit, lost savings
and damage due to business interruption; and / or
- immaterial damage suffered by the customer or a third party because TJM Supplies B.V. or a person for whom she is liable by law, fails to comply with the agreement.
7.5 At the expense and risk of the buyer, damage will in any case be caused by:
- incorrect and / or incomplete data provided by the customer;
- errors and / or defects in constructions, working methods required by the customer, as well as in drawings, calculations, specifications, implementation instructions and suchlike provided by the customer;
- the non-delivery or late delivery of the items mentioned in the previous dash;
- defects in or unsuitability of goods that originate from or have been prescribed by the customer, including the immovable property on which, in which or on which the work is performed or the services are performed;
- work / services and / or deliveries performed by the customer or on his order by third parties;
- loss of materials, parts and / or tools supplied with regard to the work / services, including damage to these items;
- poor performance of the agreement, which is attributable to the customer, prescribed subcontractors and / or other auxiliaries;
- unlawful acts by TJM Supplies B.V. and / or subcontractors and / or other assistants engaged by the customer;
- from TJM Supplies B.V. design, if and insofar as approved by the customer.
7.6 Customer must accept TJM Supplies B.V. to indemnify and hold harmless against all claims from third parties, for whatever reason, with regard to compensation for damage, costs, interest and / or losses arising from TJM Supplies B.V. work performed. If TJM Supplies B.V. nevertheless, the provisions in the previous paragraphs are held liable without prejudice. TJM Supplies B.V. is then entitled to recourse for the entire amount paid by it in respect of compensation and costs.
7.7 If TJM Supplies B.V. should the third party appeal, TJM Supplies B.V. to assist both outside and in court and to do without delay all that may be expected of him in that case.
If the buyer fails to take adequate measures, then TJM Supplies B.V. without notice of default entitled to do this yourself. All costs and damage on the part of TJM Supplies B.V. and third parties that arise as a result are entirely for the account and risk of the customer.
7.8 The provisions of this article also apply to the benefit of all (legal) persons whose TJM Supplies B.V. engages in the implementation of the agreement.
7.9 Any legal claim for compensation will in any event become time-barred after a period of six months after receipt of the goods delivered or after the relevant work / services have been performed.
Article 8. Force majeure (non-attributable shortcoming)
8.1 If TJM Supplies B.V. force majeure is prevented from executing the agreement or execution is made more expensive by force majeure, TJM Supplies B.V. the right to suspend the agreement for the duration of the force majeure situation, or to dissolve it wholly or in part, without being obliged to pay any compensation.
TJM Supplies B.V. also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment of the agreement occurs after it should have fulfilled its obligations.
8.2 “Force majeure” means, in addition to what is included in law and case law, any circumstance, both foreseen and unforeseen, on which TJM Supplies B.V. cannot exercise any influence and as a result of which TJM Supplies B.V. is unable to meet its obligations. Such a circumstance includes at least strike, excessive absenteeism of staff, transportation difficulties, fire and other business disruptions, late delivery or inadequate delivery by suppliers of TJM Supplies B.V. and others outside the control of TJM Supplies B.V. underlying events such as floods, storms, but also changing legislation or government measures.
Article 9. Suspension and termination
9.1 In the event of non-payment of a repayable amount, non, incomplete and / or late fulfillment of any other obligation from an agreement, suspension of payment, (application for) suspension of payment, (application for) bankruptcy, seizure, undercurring order, TJM Supplies BV has the death, liquidation of the customer’s goods or other circumstances that prevent the customer from freely disposing of his assets. the right to terminate the agreement with immediate effect, in whole or in part, without notice of default and without judicial intervention, and to reclaim any goods delivered and not yet fully paid as its property, with settlement of any payments already made, without being obliged to pay compensation; without prejudice to its right to compensation. In the case of TJM Supplies B.V. in the event of dissolution, all its claims against the customer as a whole and immediately due and payable, without prior notice of default being required.
9.2 In addition, TJM Supplies B.V. authorized to suspend compliance with the obligations or terminate the agreement if:
- after the conclusion of the agreement TJM Supplies B.V. circumstances that have come to light give good reason to fear that the buyer will not comply with the obligations;
- the customer was asked at the conclusion of the agreement or thereafter to provide security for the fulfillment of his obligations under the agreement and this security is not provided or is insufficient;
- if, due to the delay on the part of the buyer, TJM Supplies B.V. it may be required that it will comply with the agreement under the originally agreed conditions;
- circumstances arise that are of such a nature that fulfillment of the agreement is impossible or if there are otherwise circumstances that are of such a nature that unchanged maintenance of the agreement cannot reasonably be expected of TJM Supplies B.V. can be expected.
9.3 If the agreement is dissolved, the claims of TJM Supplies B.V. immediately due and payable to the buyer.
If TJM Supplies B.V. suspends the fulfillment of its obligations, it retains its rights under the law and agreement.
9.4 If TJM Supplies B.V. proceeds to suspension or dissolution, it is not obliged to compensate damage and costs that might arise as a result.
Article 10. Intellectual property, know-how, confidentiality and samples
10.1 Quotations, samples, reports, advice, diagrams, designs, drawings and / or other documents belonging to an offer or quotation or relating to an agreement are and remain the property of TJM Supplies B.V. and may
– subject to prior written permission from its management – not being made public, copied, used, simulated or offered to third parties in whole or in part. Neither may the technique shown be used to improve the customer’s own products, activities and services. All from TJM Supplies B.V. originating information must be treated confidentially. The documents referred to above must be requested by TJM Supplies B.V. be returned without any copy, in whatever form, being retained.
Customer is liable for all damage and costs of TJM Supplies B.V. as a result of violation of the prohibitions described above.
10.2 TJM Supplies B.V. takes all reasonable precautionary measures to prevent any items delivered and / or work / services performed by it from conflicting with any intellectual property right of a third party.
If, nonetheless, as a result of culpable action by TJM Supplies B.V. and / or its managerial subordinates, such a right is infringed, TJM Supplies BV, without prejudice to the provisions of Article 7 and at its own discretion, has the right to either replace or change the relevant item or the work / services performed then acquire the right to continue the use of the delivered goods or the work / services performed, or to dissolve the agreement in whole or in part while repaying the price paid by the customer for these goods / work / services and withholding a reasonable amount of depreciation. All this provided that the provisions of Article 10.3 are met.
10.3 Customer must accept TJM Supplies B.V. immediately notify in writing of any liability or measure based on the statement that the use of the delivered goods or the work / services performed by TJM Supplies B.V. infringes any intellectual property right and / or the right to know-how of a third party.
Article 11. Retention of title
11.1 TJM Supplies B.V. remains the owner of all goods sold and / or delivered by it, including sketches, designs, software, films, (electronic) files, etc., as well as any rights to be granted or to be transferred, until the moment of full compliance by buyer of all obligations under the contract with TJM Supplies BV agreements entered into, as well as until the moment of full settlement of the claims due to failure to comply with such an agreement. Before full payment has been made, the customer is not authorized to pledge the goods in whole or in part to third parties, to encumber them otherwise or to transfer the ownership rights other than in its normal business operations. The customer will deliver the goods delivered under retention of title with due care and as the recognizable property of TJM Supplies B.V. and will furthermore do or fail to do everything that can reasonably be expected to safeguard the property rights of TJM Supplies B.V. to secure.
11.2 If third parties seize the goods delivered under retention of title or wish to establish or enforce rights thereon, then the buyer is obliged to notify TJM Supplies B.V. immediately thereof.
11.3 The buyer undertakes to insure the goods delivered under retention of title and to keep them insured against fire, explosion and water damage as well as against theft. The customer will, upon first request, send the policy of this insurance to TJM Supplies B.V. give for inspection. In the event of payment of the insurance, TJM Supplies B.V. entitled to these tokens. To the extent necessary, the customer undertakes towards TJM Supplies B.V. in advance to cooperate in everything that may be necessary or desirable in that context.
11.4 For the case of TJM Supplies B.V. wants to exercise its property rights as specified in this article, the customer gives TJM Supplies B.V unconditional and irrevocable permission in advance. and by TJM Supplies B.V. designate third parties to enter all those places where the property of TJM Supplies B.V. are (or should be) and to take those things back, even if it is necessary to disassemble or otherwise loosen them.
Article 12. Applicable law and competent court
12.1 All legal relationships between the customer and TJM Supplies BV, including agreements and these conditions, are exclusively governed by Dutch law, even if an obligation has been fully or partially implemented outside the Netherlands or if the customer is domiciled or established abroad. Applicability of the Viennese
Purchase Treaty 1980 (CISG) is excluded. All disputes with TJM Supplies B.V. arising, unless the law requires otherwise, will only be settled by the competent court. Nevertheless, TJM Supplies B.V. the right to submit the dispute to the competent court according to the law.
Article 13. Amendment and translation of these terms and conditions
13.1 The most recently filed version or the version of these terms and conditions that applied at the time of the establishment of the legal relationship with TJM Supplies B.V. always applies.
13.2 The Dutch text of these terms and conditions is always decisive for the interpretation thereof. Special conditions regarding rental
Article A. General
A.1 Articles B and following of these conditions apply in addition to articles 1 to 13 of these conditions. If and insofar as the special conditions deviate from Articles 1 to 13, the special conditions will prevail.
A.2 The term “tenant” in these terms and conditions means any person or legal entity who uses TJM Supplies B.V. concludes or wishes to conclude a lease agreement with regard to the rental of equipment. “Equipment” means audiovisual equipment with accessories, in the broadest sense of the word, and any other items that TJM Supplies B.V. was allowed to rent.
Article B. Duration of the lease
B.1 The rental period starts on the day that the equipment is made available to the tenant from the warehouse
– if the transport of the equipment by TJM Supplies B.V. is taken care of – is delivered to the tenant.
B.2 The rental period ends at the end of the day on which the tenant has the equipment complete and undamaged at TJM Supplies B.V. has returned or – if the transport by TJM Supplies B.V. is taken care of – to TJM Supplies B.V. has made available. If the equipment does not return to this condition, the costs of replacement and repair are at the expense of the lessee. These costs are settled with any deposit paid.
Article C. Use
C.1 All equipment is furnished and equipped for normal use in the Netherlands. The renter must keep the equipment as a good renter during the rental period and use it in accordance with the normal destination.
C.2 The renter must in any case ensure that the equipment does not get lost, destroyed or exposed to damage. At the end of the lease term the renter must provide the equipment in good condition and complete to TJM Supplies B.V. to give back.
C.3 The renter is not permitted to use the equipment without the prior written permission of TJM Supplies B.V. relocate outside the Netherlands, or sublet to another person, re-let it or otherwise use it.
C.4 The tenant is not permitted to make changes in or to the equipment.
Article D. Implementation
D.1 Loading and transport from and to TJM Supplies B.V., as well as putting the equipment into operation are done by the customer at its expense and risk, unless explicitly agreed otherwise in writing.
D.2 Unless otherwise agreed in writing, the equipment is rented excluding auxiliary and maintenance materials and resources, software and energy, but including any necessary ballast. The costs of energy, maintenance and necessary materials and resources are at the expense of the tenant. This will regularly perform the reasonably necessary maintenance.
D.3 The renter may only use the TJM Supplies B.V. use prescribed auxiliary and maintenance materials and maintenance products.
Article E. Damage and compensation
E.1 The equipment remains the property of TJM Supplies B.V .. at all times.
E.2 The renter is liable for any loss – including but not limited to theft and misappropriation -, damage, breakage or becoming unusable in any way other than as a result of normal wear and tear of the equipment and the renter will then reimburse the equipment at new value. If damage to the equipment is found, the lessee will pay compensation to TJM Supplies B.V. are due based on the use value of the equipment.
The valuation by or on behalf of TJM Supplies B.V. is binding for the tenant.
E.3 In the event of loss, damage, breakages and the like, the tenant must have TJM Supplies B.V. to be informed immediately.
E.4 The tenant is obliged to insure the risks of loss, theft, destruction and the like. The insurance premium is at the expense of the tenant.
Article F. Repairs
F.1 Subject to the prior written permission of TJM Supplies B.V. the renter is not permitted to carry out repairs on the equipment itself or to have it carried out.
F.2 Repairs that have become necessary due to incorrect treatment by the tenant, as well as costs resulting from damage, improper repair or maintenance by the tenant and / or third parties engaged by the tenant, are at the expense of the tenant. If such repairs are carried out during the rental period, the rental period continues until the repair is completed and the tenant owes rent over that period. Tenant is required repairs by TJM Supplies B.V. to be carried out unless TJM Supplies B.V. has given written permission in advance to TJM Supplies B.V. to have announced third parties executed.
Article G. Liability
G.1 Without prejudice to the provisions of Article 3 and Article 7 of these terms and conditions, TJM Supplies B.V. not liable for damage of any nature whatsoever that arises for the renter and / or third parties from possible late availability of the equipment, from the use of or possible defects in the equipment. Tenant indemnifies TJM Supplies B.V. against possible claims from third parties.
TJM Supplies B.V.
Chamber of Commerce: 72016981
VAT number: NL858946439B01