General Terms and Conditions Stichting TCOL Foundation / The Bronze Gallery.
Key Terms
This Agreement is between Stichting TCOL Foundation / The Bronze Gallery (referred to as we, our or us) and the customer (referred to as you or your) and consists of these Key Terms and the General Conditions.
Payment terms
When customer places an order to purchase a product/products from us, the order represents a non-binding agreement between the seller and the customer. A binding contract between seller and buyer forms only after a complete payment is fully authorized by the payment gateway and the goods are dispatched from our warehouse. Any order will be dispatched only after a successful authorization of the billed amount in full.
Period for returning obviously defective goods
Goods are shipped in secured boxes or crates. In the highly unlikely event that the goods have been damaged during transport, you need to notify us in writing with photographic proof within 1 day of delivery. Based on the information of the delivery service, you will receive instructions for the return of the goods.
Jurisdiction and governing law
The Netherlands, Twente, Enschede / Almelo.
General Conditions
1. Effect of this Agreement
The Agreement applies in relation to any goods we sell you even if it is not signed and it overrides any inconsistent terms or conditions in any purchase orders or other documents you use (unless we specifically sign a document agreeing otherwise).
2. Quotations
Prices and other details in any quotation, pro forma invoice or other document that we provide are only valid for 30 days or such other limited time period as stated in the document.
3. Orders
You acknowledge that once you place an order with us, we may order or manufacture goods especially for you and we may not permit you to vary or cancel the order unless you compensate us for the losses we incur or we otherwise consent. Orders can only be cancelled before the goods are dispatched, by notifying the seller in writing. After dispatch, Food product/products cannot be returned. Perishable items are excluded from return. Only the written conversation will be considered for any change or cancellation of order before or after dispatch of goods. Cash refund fee on order cancellation may apply.
4. Price and price increases
We will notify you of the price for the goods when you place your order. We may increase the price if there is an increase in our costs between the date of an order and the date the goods are ready for delivery. If this occurs, you may cancel the order but we will not be liable for any losses you incur in connection with the cancellation.
5. GST
Unless otherwise stated, the prices for the goods are exclusive of Goods and Services Tax (GST). You must pay GST at the same time and in the same manner as the consideration for the goods. We will give you a tax invoice showing the applicable GST.
6. Delivery
We will use reasonable endeavours to deliver the goods to the delivery point and on the date requested in your order. However, we will not be liable for any losses you suffer as a result of a delay or failure to deliver the goods. Customer is solely responsible for providing the correct billing and delivery addresses. We put our utmost efforts to have your order delivered on the delivery date provided in your dispatch confirmation email. However, please note the delivery dates provided by us are only our best estimates and the actual delivery of your order may be later than this date. Any delays made by the delivery service is beyond our control and our liability. In case a parcel is returned undelivered or refused at the time of delivery, we reserve the right to charge the full shipping charges for both back and forth sending of parcels and any other applicable fee.
7. Risk in the goods
Risk in the goods will pass to you when you take possession of them. The risk is transferred to you after a full payment.
8. Return of obviously defective goods
You must inspect the goods on delivery and may return them as defective if they:
• are not of acceptable quality (as defined in the Dutch Law); or
• do not conform to an agreed specification.
The period for returning obviously defective goods is set out in the Key Terms. If you fail to return the goods (or notify us of any shortfall in the quantity delivered) within this period, you must pay for them in full despite any shortfall or defects (other than non-obvious or latent defects that you could not be reasonably expected to have identified within the time period). You will cover the charges for returning the goods if we accept that the products are defective.
9. Payment terms
You must pay us for the goods on the payment terms in the Key Terms. However, if we consider (in our absolute discretion) that your creditworthiness is unsatisfactory or the amount would exceed our credit limit, we may require you to pay through the bank instead of through PayPal or credit cards.
10. Title and our security interest
Although you will assume the risk in the goods when you take possession, until you pay for them:
• we will retain ownership and title;
• you hold them on our behalf as fiduciary bailee; and
• if we request, you must return them or permit us to retake possession of them and we will not be any liable for any loss you suffer as a result.
However, you may dispose of the goods in the ordinary course of business on the basis that you will be taken to hold the proceeds of sale or trade on trust for us until you pay for them.
11. Personal Property Securities Agreement
You acknowledge that under the Personal Property Securities Agreement (PPSA):
• this Agreement constitutes a security agreement;
• you grant us a purchase money security interest in the goods and any proceeds; and
• we may register a financing statement on the Personal Property Securities Register (PPSR),
You agree to provide information and do anything we reasonably require for us to register, maintain and enforce our security interest.
12. Provision of information under PPSA not required
You waive the requirement to provide information under various provisions of the PPSA. In particular, you agree that as provided for in:
• we are not required to give you a verification statement;
• we are not required to give you
• we are not required to provide interested persons with information relating to our security interest and neither are you.
13. Terms defined in the PPSA
Terms defined in the PPSA (including purchase money security interest, verification statement, proceeds and various other terms) have the same meaning when used in this Agreement.
14. Force Majeure
1. In the event that the parties fail to perform the obligations under the agreement, or fail to perform such obligations in good time or properly, as a result of force majeure within the meaning of Section 6:75 of the Dutch Civil Code, such obligations will be suspended until such time as the parties are able to perform them in the agreed manner. Force majeure will include funds strikes, computer failures, exclusions and government action.
2. The buyer / client does not allow such a right.
15. Enforcement expenses
You must pay any reasonable expenses (including legal fees) we incur to enforce our rights under this Agreement.
16. Goods supplied on a wholesale basis
In the case you are a re-seller: you confirm you are purchasing the goods on a wholesale basis to on-sell or re-supply to your customers and that as such you may not be entitled to all of the consumer guarantees under the Dutch Consumer Law.
17. Our warranties
We warrant that the goods we deliver will:
• match the description in the invoice and any agreed specification;
• be free of third party claims or undisclosed securities, with the exception of customs and taxes; and
• be of acceptable quality as defined in the Dutch Consumer Law.
18. Limitation of liability
We limit our liability in relation to the sale of goods to you as follows:
• apart from the warranties in this Agreement or any express guarantees, we exclude all warranties and guarantees (whether written or oral);
• our liability for any claims (whether for negligence, breach of contract or statute) is limited at our option to either:
(i) replacing the goods or supplying equivalent goods; or
(ii) repairing of the goods; or
(iii) paying you the cost of having the goods replaced or repaired; and our entire liability to you does not exceed the order cost you have paid; and
• we are not liable for any indirect, incidental, special and/or consequential losses, liability, costs or damages; any loss of business opportunity, production, profits or savings; or any reasonably foreseeable losses. However, this limitation of liability does not apply if it would restrict, modify or exclude your rights in a way that is not permitted under the Dutch Consumer Law or other applicable laws.
19. Variations
We may vary this Agreement by giving you written notice at any time. The variation will only affect future orders. This agreement will affect any purchase from 01-08 2018.
20. Jurisdiction and governing law
The jurisdiction and governing law in the Key Terms apply to this Agreement. The courts of the jurisdiction are entitled, non-exclusively, to resolve disputes about this Agreement.