Terms and Conditions

GENERAL TERMS AND CONDITIONS

TARSEAN BV

  1. GENERAL

1.1 “Terms and Conditions” are applicable to all offers and agreements of Tarsean BV and are foundation of all deliveries and/or services that Tarsean BV executes.

1.2 In these sales conditions following  terms have the following meanings:

‘Buyer’ means the person who agrees to buy the goods from the Seller,

‘Conditions’ means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller;

‘Delivery Date’ means the date specified by the Seller when the goods are to be delivered;

‘Goods’ means the articles which the Buyer agrees to buy from the Seller.

‘Seller’ means Tarsean BV.

1.3 Tarsean BV is not responsible if the information that is made available on their website is not accurate or complete. Any reliance upon the material on the website shall be at your own risk. You agree that it is your responsibility to monitor any changes to the material and the information contained on the website.

  1. APPLICABILITY

2.1 All order of the goods, the acceptance  of offer and/or delivery of the goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.

2.2 Any deviations/variations of these conditions are only applicable when Tarsean BV confirms explicitly in writing. The applicability of possible terms and conditions of purchase or other terms and conditions of the counterparty are explicitly rejected and do not bind Tarsean BV.

2.3 An offer is valid for specified a term between the buyer and the seller. This term is stated on the offer itself. Should no term be mentioned, then a term of ten days applies to the offer.

2.4 Tarsen BV holds the right to refuse service to anyone for any reason at any time.

2.5 An agreement between Tarsean BV and Buyer is only deemed to have been concluded if the commission given by Buyer is accepted and confirmed by Tarsean BV explicitly in writing, which is signed by both parties.

  1. PRICE AND PAYMENT

3.1 The Price shall be Tarsean BV’s quoted price. The price is in Euro and exclusive of VAT, any carriage and insurance costs.

3.2 If the cost price of the goods to be delivered by Tarsean BV increases in the duration of the agreement and was unforseeable at the conclusion of the agreement, then Tarsean BV is authorised to increase the price accordingly.

3.3 Payment of the price and VAT shall be due within 7 days of the date of

the seller’s invoice. Interest on overdue invoices shall accrue from the date when payment becomes due, 2% of the overdue amount payable. Such interest shall accrue after as well as before any judgment.

  1. GOODS

The quantity and description of the goods shall be as set out in the seller’s

confirmation of order.

 

  1. WARRANTIES AND LIMITATION OF LIABILITIES

5.1The seller warrants that the goods will at the time of delivery correspond to the

description given by the seller in the confirmation of order. All other warranties,

conditions or terms relating to fitness for purpose, quality or conditions of the goods

are excluded.

 

5.2 In no event is Seller liable to Buyer or any third party for any liability, claims, obligations, damages, costs, or expenses, including without limitation, any direct, indirect, special, incidental, or consequential damages (including lost profits, business losses, personal property damage, personal injury, and death) arising out of or relating to the sale of goods by Seller to Buyer or any related services provided to Buyer, or any form of economic, special or consequential loss suffered by the Buyer arising out of a breach by the Seller of this contract.

 

5.3 If Tarsean BV in spite of the previous is still liable, then the compensation of damages to be paid is limited to the amount that Tarsean BV has received from the counterparty in the framework of the concerned agreement.

 

5.4 Risk shall pass on delivery of the Goods to the Buyer’s address. Title shall not pass on delivery of the Goods but on payment in full only.

 

  1. DELIVERY OF THE GOODS

6.1 Delivery of the Goods shall be made to the Buyer’s address [or such other location as the parties may agree] on Delivery Date. The Buyer shall make all arrangements necessary to take delivery of the Goods on the day noti­ed by the Seller for delivery.

6.2 If the Buyer fails to take delivery of the Goods on the agreed delivery date or, if

no speci­c delivery date has been agreed, when the Goods are ready for despatch,

the Seller shall be entitled to:

 

6.2.1 Store and insure the Goods and to charge the Buyer the reasonable costs of

so doing; and

 

6.2.2 Resell or otherwise dispose of part or all of the Goods and, after deducting

reasonable storage and selling costs, account to the Buyer for any excess over the

Price or charge the Buyer for any shortfall below the Price.

 

6.3 The Seller shall not be liable to the Buyer for any loss or damage whether arising directly or indirectly from the late delivery or short delivery of the Goods. If short delivery does take place, the Buyer undertakes not to reject the Goods but to accept the Goods delivered as part performance of the Contract

 

  1. ACCEPTANCE OF THE GOODS

7.1 The Buyer shall be deemed to have accepted the Goods 24 hours after delivery to the Buyer.

 

7.2  The Buyer shall carry out a thorough inspection of the Goods within 24 hours of delivery and shall give written notification to the Seller of any defects which a reasonable examination would have revealed. Any goods deemed to be defected will be ineligible for return where the Buyer has failed to store the goods at the correct temperature.

 

7.3 The counterparty must at all times enable Tarsean BV to repair possible defect. The presence of a defect suc has referred to this article does not give the counterparty the right to suspend any payment obligation towards Tarsean BV.

 

7.4 After acceptance the Buyer shall not be entitled to reject Goods which are not in accordance with the contract.

 

7.5 The Seller shall not be liable to the Buyer for late delivery or short delivery of the Goods.

 

  1. FORCE MAJEURE

The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Seller considers unreasonable, it may without liability on its part, terminate the contract or any part of it.

 

  1. THIRD PARTY RIGHTS

Notwithstanding any other provision of the Contract, nothing in the Contract confers or purports to confer any right to enforce any of its terms on any person who is not a party to it.

 

  1. CONFIDENTIALITY

10.1 Both parties are obliged to keep secret all confidential information received from each other or from another source within the framework of their agreement. Information is deemed to be confidential if the counterparty has stated that it is so or if such confidentiality ensues from the nature of the information.

 

10.2 Confidential information as referred to the first section includes, without limitation, enterprise secrets, discoveries, ideas, concepts, designs, knowhow, techniques, specifications, drawings, diagrams, data, computer programs, business activities and doings, reports, client lists and other technical and enterprise information. Confidential information includes furthermore descriptions of the existence or the development of the information above.

 

  1. SUSPENSION

11.1 Tarsean BV is authorised to suspend the agreement immediately without further notice, if, among others:

– Counterparty does not, not timely or not fully comply with its obligations from the agreement, or circumstances come to the knowledge after the conclusion of the agreement gives Tarsean BV good cause to fear that the counterparty shall not comply with its obligations.

– The counterparty is in a state of bankruptcy, has filed for (provisional) suspension of payment, any attachment has been put on its goods, or in instances in which the counterparty can otherwise not freely dispose over its capital.

– The counterparty is a legal person, in case of dissolution or liquidation of the counterparty, or if

the control over or the decisive vote in the counterparty has come to belong to a third party.

 

11.2 If Tarsean BV terminates the agreement immediately, then the damage which the counterparty shall have to pay to Tarsean BV in this regard, consists of the amount of the entire agreement, notwithstanding the right of Tarsean BV to possible further compensation of damage.

 

  1. APPLICABLE LAW AND DISPUTES

All legal relationships in which Tarsean BV is a party shall only be governed by Dutch law. This also applies if a commitment is carried out in whole or in part abroad or if the other party is domiciled abroad. The applicability of the Vienna Purchase convention is excluded.

GENERAL TERMS AND CONDITIONS

TARSEAN BV

  1. GENERAL

1.1 “Terms and Conditions” are applicable to all offers and agreements of Tarsean BV and are foundation of all deliveries and/or services that Tarsean BV executes.

1.2 In these sales conditions following  terms have the following meanings:

‘Buyer’ means the person who agrees to buy the goods from the Seller,

‘Conditions’ means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller;

‘Delivery Date’ means the date specified by the Seller when the goods are to be delivered;

‘Goods’ means the articles which the Buyer agrees to buy from the Seller.

‘Seller’ means Tarsean BV.

1.3 Tarsean BV is not responsible if the information that is made available on their website is not accurate or complete. Any reliance upon the material on the website shall be at your own risk. You agree that it is your responsibility to monitor any changes to the material and the information contained on the website.

  1. APPLICABILITY

2.1 All order of the goods, the acceptance  of offer and/or delivery of the goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.

2.2 Any deviations/variations of these conditions are only applicable when Tarsean BV confirms explicitly in writing. The applicability of possible terms and conditions of purchase or other terms and conditions of the counterparty are explicitly rejected and do not bind Tarsean BV.

2.3 An offer is valid for specified a term between the buyer and the seller. This term is stated on the offer itself. Should no term be mentioned, then a term of ten days applies to the offer.

2.4 Tarsen BV holds the right to refuse service to anyone for any reason at any time.

2.5 An agreement between Tarsean BV and Buyer is only deemed to have been concluded if the commission given by Buyer is accepted and confirmed by Tarsean BV explicitly in writing, which is signed by both parties.

  1. PRICE AND PAYMENT

3.1 The Price shall be Tarsean BV’s quoted price. The price is in Euro and exclusive of VAT, any carriage and insurance costs.

3.2 If the cost price of the goods to be delivered by Tarsean BV increases in the duration of the agreement and was unforseeable at the conclusion of the agreement, then Tarsean BV is authorised to increase the price accordingly.

3.3 Payment of the price and VAT shall be due within 7 days of the date of

the seller’s invoice. Interest on overdue invoices shall accrue from the date when payment becomes due, 2% of the overdue amount payable. Such interest shall accrue after as well as before any judgment.

  1. GOODS

The quantity and description of the goods shall be as set out in the seller’s

confirmation of order.

 

  1. WARRANTIES AND LIMITATION OF LIABILITIES

5.1The seller warrants that the goods will at the time of delivery correspond to the

description given by the seller in the confirmation of order. All other warranties,

conditions or terms relating to fitness for purpose, quality or conditions of the goods

are excluded.

 

5.2 In no event is Seller liable to Buyer or any third party for any liability, claims, obligations, damages, costs, or expenses, including without limitation, any direct, indirect, special, incidental, or consequential damages (including lost profits, business losses, personal property damage, personal injury, and death) arising out of or relating to the sale of goods by Seller to Buyer or any related services provided to Buyer, or any form of economic, special or consequential loss suffered by the Buyer arising out of a breach by the Seller of this contract.

 

5.3 If Tarsean BV in spite of the previous is still liable, then the compensation of damages to be paid is limited to the amount that Tarsean BV has received from the counterparty in the framework of the concerned agreement.

 

5.4 Risk shall pass on delivery of the Goods to the Buyer’s address. Title shall not pass on delivery of the Goods but on payment in full only.

 

  1. DELIVERY OF THE GOODS

6.1 Delivery of the Goods shall be made to the Buyer’s address [or such other location as the parties may agree] on Delivery Date. The Buyer shall make all arrangements necessary to take delivery of the Goods on the day noti­ed by the Seller for delivery.

6.2 If the Buyer fails to take delivery of the Goods on the agreed delivery date or, if

no speci­c delivery date has been agreed, when the Goods are ready for despatch,

the Seller shall be entitled to:

 

6.2.1 Store and insure the Goods and to charge the Buyer the reasonable costs of

so doing; and

 

6.2.2 Resell or otherwise dispose of part or all of the Goods and, after deducting

reasonable storage and selling costs, account to the Buyer for any excess over the

Price or charge the Buyer for any shortfall below the Price.

 

6.3 The Seller shall not be liable to the Buyer for any loss or damage whether arising directly or indirectly from the late delivery or short delivery of the Goods. If short delivery does take place, the Buyer undertakes not to reject the Goods but to accept the Goods delivered as part performance of the Contract

 

  1. ACCEPTANCE OF THE GOODS

7.1 The Buyer shall be deemed to have accepted the Goods 24 hours after delivery to the Buyer.

 

7.2  The Buyer shall carry out a thorough inspection of the Goods within 24 hours of delivery and shall give written notification to the Seller of any defects which a reasonable examination would have revealed. Any goods deemed to be defected will be ineligible for return where the Buyer has failed to store the goods at the correct temperature.

 

7.3 The counterparty must at all times enable Tarsean BV to repair possible defect. The presence of a defect suc has referred to this article does not give the counterparty the right to suspend any payment obligation towards Tarsean BV.

 

7.4 After acceptance the Buyer shall not be entitled to reject Goods which are not in accordance with the contract.

 

7.5 The Seller shall not be liable to the Buyer for late delivery or short delivery of the Goods.

 

  1. FORCE MAJEURE

The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Seller considers unreasonable, it may without liability on its part, terminate the contract or any part of it.

 

  1. THIRD PARTY RIGHTS

Notwithstanding any other provision of the Contract, nothing in the Contract confers or purports to confer any right to enforce any of its terms on any person who is not a party to it.

 

  1. CONFIDENTIALITY

10.1 Both parties are obliged to keep secret all confidential information received from each other or from another source within the framework of their agreement. Information is deemed to be confidential if the counterparty has stated that it is so or if such confidentiality ensues from the nature of the information.

 

10.2 Confidential information as referred to the first section includes, without limitation, enterprise secrets, discoveries, ideas, concepts, designs, knowhow, techniques, specifications, drawings, diagrams, data, computer programs, business activities and doings, reports, client lists and other technical and enterprise information. Confidential information includes furthermore descriptions of the existence or the development of the information above.

 

  1. SUSPENSION

11.1 Tarsean BV is authorised to suspend the agreement immediately without further notice, if, among others:

– Counterparty does not, not timely or not fully comply with its obligations from the agreement, or circumstances come to the knowledge after the conclusion of the agreement gives Tarsean BV good cause to fear that the counterparty shall not comply with its obligations.

– The counterparty is in a state of bankruptcy, has filed for (provisional) suspension of payment, any attachment has been put on its goods, or in instances in which the counterparty can otherwise not freely dispose over its capital.

– The counterparty is a legal person, in case of dissolution or liquidation of the counterparty, or if

the control over or the decisive vote in the counterparty has come to belong to a third party.

 

11.2 If Tarsean BV terminates the agreement immediately, then the damage which the counterparty shall have to pay to Tarsean BV in this regard, consists of the amount of the entire agreement, notwithstanding the right of Tarsean BV to possible further compensation of damage.

 

  1. APPLICABLE LAW AND DISPUTES

All legal relationships in which Tarsean BV is a party shall only be governed by Dutch law. This also applies if a commitment is carried out in whole or in part abroad or if the other party is domiciled abroad. The applicability of the Vienna Purchase convention is excluded.

 

These General Terms and conditions of sale and delivery have been filed at the Chamber of Commerce and can be found on the website of Tarsean BV.