GENERAL TERMS AND CONDITIONS
ARTICLE 1: DEFINITIONS
1.1. In these general terms and conditions, the following terms are used in the following meanings, unless expressly stated otherwise:
TCG Vending: TCG Vending B.V.
Buyer: the counterparty of TCG Vending, acting in the exercise of a profession or business;
Agreement: the agreement between TCG Vending and the buyer.
ARTICLE 2: GENERAL
2.1. The provisions of these general terms and conditions apply to every quotation and every agreement between TCG Vending and a buyer to which TCG Vending has declared these terms and conditions applicable, unless expressly and in writing deviated from by the parties.
2.2. These general terms and conditions also apply to all agreements between the buyer and TCG Vending, for the execution of which third parties need to be involved.
2.3. The buyer's terms do NOT apply unless they have been accepted in writing by TCG Vending.
2.4. The buyer declares that they are acting in the exercise of a profession or business.
2.5. A buyer who has once contracted with TCG Vending under these terms accepts the application of these terms to the subsequent agreements between TCG Vending and the buyer (until a new version of these terms is agreed upon by the Buyer and TCG Vending).
ARTICLE 3: OFFERS AND QUOTATIONS
3.1. All offers are non-binding and can be revoked by TCG Vending at any time, unless a specific acceptance period is stated in the offer.
3.2. The prices quoted by TCG Vending are inclusive of packaging and exclusive of VAT and other government levies, as well as exclusive of shipping and any transport costs, unless expressly stated otherwise. The contents of brochures, catalogues, etc. do not bind TCG Vending unless expressly stated otherwise in the agreement.
3.3. Quotes do not apply to back orders, unless expressly agreed otherwise in writing.
ARTICLE 4: EXECUTION OF THE AGREEMENT
4.1. TCG Vending shall perform the agreement to the best of its knowledge and ability and in accordance with the standards of good workmanship. This is based on the state of the art known at that time.
4.2. If and to the extent that proper performance of the agreement requires this, TCG Vending has the right to have work carried out by third parties.
4.3. Agreements entered into by employees of TCG Vending who are not authorised to represent the company do not bind TCG Vending.
4.4. TCG Vending is in any case not liable for damage or is not obliged to pay any compensation, if the damage is the result of incorrect and/or incomplete information provided by the buyer.
4.5. The Buyer indemnifies TCG Vending against all claims from third parties that suffer damage in connection with the execution of the agreement. This indemnity does not apply insofar as the damage is the result of a attributable shortcoming of TCG Vending.
ARTICLE 5: DELIVERY
5.1. Delivery takes place at the moment when the goods are ready to be collected from the TCG Vending warehouse.
5.2. The buyer is obliged to take delivery of the goods at the moment that TCG Vending has confirmed the order in writing, which also includes electronic confirmation.
5.3. If the buyer refuses to take delivery or is negligent in providing the information or instructions necessary for delivery, TCG Vending is entitled to store the goods at the buyer's expense and risk.
5.4. If the goods are delivered, TCG Vending is entitled to charge any delivery costs. These will then be invoiced separately.
5.5. TCG Vending is entitled to deliver the goods in parts, unless otherwise agreed in the contract.
5.6. TCG Vending is entitled to invoice the delivered items based on the previous paragraph separately.
5.7. A delivery time specified by TCG Vending is only an indication, and exceeding a delivery time does not cause TCG Vending to be in default.
ARTICLE 6: SAMPLES AND MODELS
6.1. If a sample or model has been shown or provided to the buyer, it is presumed to have been provided solely as an indication without the item needing to correspond to it, unless it is expressly agreed in the contract that the item will correspond to it.
ARTICLE 7: INVESTIGATION, COMPLAINTS
7.1. The buyer is obliged to inspect the delivered goods immediately at the time of (delivery), but in any case within two working days. In doing so, the buyer must check whether the quality and quantity of the delivered goods correspond to what has been agreed, or at least meet the requirements that apply in normal (commercial) practice.
7.2. Any visible deficiencies must be reported in writing to TCG Vending within 5 working days of delivery. Non-visible defects must be reported within 5 working days of discovery, but no later than 6 months after delivery.
7.3. If a complaint is made in a timely manner in accordance with the previous paragraph, the buyer remains obliged to accept and pay for the purchased goods. If the buyer wishes to return defective goods, this can only be done with prior written consent from TCG Vending in the manner specified by TCG Vending, whereby the goods remain at the buyer's risk during the return shipment.
7.4. If a complaint is not made in a timely manner, all claims of the buyer related to it shall lapse.
ARTICLE 8: COMPENSATIONS, PRICE AND COSTS
8.1. TCG Vending may pass on price increases if TCG Vending can demonstrate that significant price changes have occurred regarding the goods between the date of the quotation and the execution of the agreement, for example, in relation to exchange rates, wages, raw materials, semi-finished products, or packaging materials.
ARTICLE 9: PAYMENT
9.1. The buyer must make payment of the invoice amount within 7 days of the invoice date, in a manner specified by TCG Vending and in the currency in which the invoice was issued. Objections to the amount of the invoices do not suspend the payment obligation.
9.2. If the buyer fails to make payment within the period of 7 days, the buyer is automatically in default without the need for further notice of default. The buyer will then owe interest of 2% per month on the amount due, unless the statutory interest rate is higher, in which case the statutory interest rate applies. The interest on the amount due will be calculated from the moment the buyer is in default until the moment of payment of the full amount. Furthermore, in that case, the buyer owes TCG Vending 15% of the outstanding amount (with a minimum of EUR 250) in collection costs, without TCG Vending needing to remind the buyer of the outstanding payment. If TCG Vending has incurred higher costs for the collection, which were reasonably necessary, these costs will also be eligible for reimbursement by the buyer.
9.3. In the event of liquidation, bankruptcy, seizure, or suspension of payments by the buyer, the claims of TCG Vending against the buyer shall be immediately due and payable.
9.4. TCG Vending has the right to apply the payments made by the buyer firstly to reduce the costs, then to reduce the interest due, and finally to reduce the principal and the current interest, regardless of whether the buyer specifies a different order for the allocation.
9.5. Any reasonable legal and enforcement costs incurred shall also be borne by the buyer.
ARTICLE 10: RESERVATION OF TITLE
10.1. TCG Vending remains the owner of the delivered goods as long as the buyer has not fully paid TCG Vending's claims regarding the consideration for the delivery of the goods, previously delivered goods and/or later delivered goods and the associated services.
10.2. The buyer is not entitled to pledge the goods subject to the retention of title nor to encumber them in any other way. The buyer is only entitled to dispose of such goods in the normal course of its business.
10.3. If third parties seize the goods delivered under retention of title or wish to establish or assert rights over them, the buyer is obliged to inform TCG Vending as soon as reasonably possible.
10.4. The buyer undertakes to insure and keep insured the goods delivered under retention of title against fire, explosion and water damage as well as against theft, and to provide the policy of this insurance for inspection at the first request.
10.5. In the event that the buyer fails to fulfil any obligation under the agreement towards TCG Vending, TCG Vending is entitled to reclaim the goods without prior notice of default.
10.6. The buyer authorises TCG Vending to enter the location where the goods subject to the retention of title are located.
ARTICLE 11: SUSPENSION AND TERMINATION
11.1. TCG Vending is entitled to suspend the fulfilment of the obligations or to terminate the agreement if:
11.1.1. Buyer does not fulfil the obligations of the agreement or does not fulfil them completely.
11.1.2. After the conclusion of the TCG Vending agreement, circumstances that come to light provide good reason to fear that the buyer will not fulfil their obligations. In the event that there is good reason to fear that the buyer will only partially or inadequately fulfil their obligations, suspension is only permitted to the extent that the shortcoming justifies it.
11.1.3. The buyer, when concluding the agreement, is requested to provide security for the fulfilment of his obligations under the agreement, and this security is either not provided or is insufficient. Once security has been provided, the right to suspend performance lapses, unless such fulfilment is unreasonably delayed as a result.
11.2. The buyer has no right to terminate the agreement in whole or in part, or to suspend his obligations, if he himself was already in default with the performance of his obligation.
11.3. If the agreement is terminated, TCG Vending's claims against the buyer shall be immediately due and payable. If TCG Vending suspends the performance of its obligations, TCG Vending retains its rights under the law and the agreement.
11.4. TCG Vending retains the right to claim compensation at all times.
11.5. In addition to article 11.1, TCG Vending is entitled to suspend its obligations towards the buyer if and to the extent that TCG Vending is unable to fulfil its obligations towards the buyer as a result of force majeure on the part of TCG Vending, including (but not limited to) strikes, defective or late delivery to TCG Vending by third parties, issues with carriers, fire, water damage, failure of computers and/or electricity, accidents and/or other circumstances that are beyond the direct control of TCG Vending.
11.6. If a circumstance as referred to in article 11.5 has lasted for 3 months or longer, both TCG Vending and the buyer are entitled to terminate the relevant agreement.
ARTICLE 12: RETURN OF ITEMS MADE AVAILABLE
12.1. If TCG Vending has made items available to the buyer in the execution of the agreement to give the buyer the opportunity to inspect these items, the buyer is obliged to return the delivered items within 14 days in their original condition, free from defects and complete. If the buyer fails to comply with this obligation, all resulting costs shall be borne by them.
12.2. If the buyer, for whatever reason, remains in default of the obligation mentioned in 1. after a reminder to that effect, TCG Vending has the right to recover the resulting damages and costs, including the costs of replacement and/or (at the discretion of TCG Vending) the recovery of the usual selling price of the relevant goods, from the buyer.
ARTICLE 13: TRANSFER OF RISK
13.1. The risk of loss or damage to the products that are the subject of the agreement passes to the buyer at the moment they are delivered to the buyer (see article 5.1) or (if earlier) when the goods are placed in the control of the buyer or of third parties designated by the buyer.
13.2. In the event of timely complaints as referred to in Article 7, TCG Vending is entitled (at its discretion): (i) to supply replacement goods, (ii) to repair the relevant item, or (iii) to credit the purchase price of the relevant item to the buyer. The buyer may not make any other or further claims against TCG Vending than those mentioned in this article.
13.3. If and to the extent that TCG Vending is liable to the buyer for claims that go beyond those mentioned in article 13.2, the liability of TCG Vending shall always be limited to the invoice amount of the goods through or in connection with which the damage has arisen.
13.4. TCG Vending is never obliged to compensate the buyer for indirect damage, such as but not limited to lost profits, costs, fines, third-party claims and/or other expenses.
ARTICLE 14: APPLICABLE LAW
14.1. Dutch law shall apply to all agreements. The applicability of the Vienna Sales Convention is expressly excluded.
14.2. All disputes arising from offers and agreements between TCG Vending and the buyer, however named, shall be subject to the judgment of the competent magistrate or the Court in 's-Hertogenbosch.
ARTICLE 15: AMENDMENT AND LOCATION OF THE TERMS
15.1. These terms have been filed with the Chamber of Commerce North Brabant.
The most recently filed version shall always apply, or the version that was in effect at the time the agreement was concluded.
Last update: 5 April 2024