Terms and conditions
General terms and conditions of Teslavie, having its registered office and its place of business in Amsterdam. Please contact us if you would like to receive a PDF file.
1.1 These general terms and conditions are applicable to any and all agreements concluded by Teslavie, the conclusion thereof and moreover to any and all offers and order confirmations issued by Teslavie.
1.2 The applicability of the general terms and conditions used by the client, buyers, potential buyers or by the other party, hereinafter jointly and/or each individually referred to as: the “Other Party”, is expressly excluded.
1.3 In case of a textual difference in meaning between the various language versions of the general terms and conditions it is noted that the Dutch text shall always be binding, unless the negotiations and the correspondence preceding and in relation to the offer and/or the agreement took place in one of the languages into which these terms and conditions were translated. In the latter instance the text of the relevant translation shall be binding.
2.1 Changes in the agreement concluded by and between the parties, of any nature whatsoever (including changes in the text of the general terms and conditions), are only valid if they were stipulated in writing by and between Teslavie and the Other Party.
2.2 Up to the moment of delivery Teslavie shall always be authorised to increase the (purchase) price of goods sold and/or services supplied to the Other Party by the additional costs with which Teslavie is at any time confronted due to an increase of import and/or export duties and/or levies of any nature whatsoever in respect of the sold goods and/or the supplied services or costs due to currency changes.
2.3 If digital facilities are used in the communication between the parties then the Other Party shall be responsible for the potentially incorrect transmission of information. In case of a difference of opinion in connection therewith the original sent by Teslavie and/or the original / copy received by Teslavie shall have binding effect on the parties.
3 OFFERS AND ORDERS
3.1 Any and all proposals and/or offers issued by Teslavie have a validity of 30 days after the date of the offer, unless the proposal and/or offer expressly indicate otherwise.
3.2 Any and all data / information supplied with a proposal remain the (intellectual) property of Teslavie and must on demand be returned.
3.3 Teslavie reserves the right to refuse contracts without stating reasons or to deliver cash on delivery.
4.1 The prices indicated by Teslavie are including VAT, transport, operation and installation, unless indicated otherwise in the offer.
4.2 The prices indicated by Teslavie for sale and purchase, hire and lease, the performance of services and the contracting of work are based on, inter alia, the price determining factors as intended in the previous paragraph.
4.3 Hence if the price indicated by Teslavie cannot be maintained on the day of delivery in case of sale and purchase, upon and during the performance of contracted services respectively activities due to reasons beyond the control of Teslavie, e.g. an increase of purchase prices of purchased goods, due to any reason whatsoever, further increase of the costs of transport, material prices, production costs, including wage rises, import duties, taxes, official levies and the like, wherever in the world, then Teslavie reserves the right to pass on the said price increases.
4.4 If an offer price is overstepped then Teslavie reserves the right to adjust the ultimate invoice amount on the basis of a subsequent calculation to be submitted by Teslavie.
4.5 Teslavie is at all times authorised to request full or partial payment in advance.
5 DELIVERY AND DELIVERY TIME
5.1 Delivery time is understood as the time within which Teslavie shall perform the contract. The delivery time commences as soon as the Other Party has accepted the offer or placed an order, all barring a potential payment in advance requested by Teslavie where the delivery time only commences after receipt of the payment in advance.
5.2 The delivery time shall / may be extended by the time that the Other Party is late with the payment of any amount payable by the same as also by the time that any delay occurs in the delivery that is within reason beyond the control of Teslavie.
5.3 Delivery takes place ex company / warehouse of Teslavie, unless stipulated otherwise in writing. Delivery carriage paid is only provided if and to the extent that this is indicated by Teslavie on the invoice or otherwise. The indicated delivery times are approximate and do not have binding effect on Teslavie. Teslavie shall not be liable for an overstepping.
5.4 As soon as delivery took place the delivered goods, or the results of performed services, shall be at the risk of the Other Party. The moment of transfer of the title of the goods to be delivered is regulated in article 9.1.
5.5 The Other Party is held to inspect the delivered goods and the packaging immediately upon delivery on potential deficits or visible damages or to perform (have performed) the said inspection after notification by Teslavie that the goods are available to the Other Party.
5.6 The Other Party must have potential deficits or damages of the delivered goods and/or the packaging that are present upon delivery recorded on the delivery note, the invoice and/or the transport documents, failing which the delivered goods are deemed to correspond with the agreement and complaints in connection therewith shall therefore no longer be processed.
5.7 Teslavie is entitled to deliver in instalments. In case of partial deliveries Teslavie is entitled to invoice separately. The Other Party is, as the occasion arises, held to pay in accordance with the provisions set forth below regarding “payment and default”.
5.8 A delay in the delivery – for any reason whatsoever – shall not entitle the Other Party to suspend the implementation of any obligation vested in the same vis-à-vis teslavie and/or to rescind the agreement.
6. FORCE MAJEURE
6.1 In case of force majeure Teslavie shall, at its sole discretion, be entitled to cancel the concluded agreement or to suspend the moment of delivery until the moment that the force majeure ceases to exist without the Other Party being able to claim any compensation from Teslavie.
6.2 There shall in any case be question of force majeure on the part of Teslavie if after the conclusion of the agreement it is prevented from complying with its obligations on account of the said agreement either in full and/or in a timely fashion, or to comply with the preparation for the same, as a result of war, terrorism, riots, molestation, fire, water damage, flooding, natural disasters, industrial action, lock-outs, import and export restrictions, official measures, failures in the supply of energy or the availability of the internet, all at the company of Teslavie and at third parties from whom Teslavie must fully or partly purchase the goods and/or services and/or the required materials as also during storage or during transport, whether or not in-house, and moreover due to any and all other causes occurring through no fault or beyond the risk of Teslavie.
6.3 In case of force majeure the Other Party shall remain liable to pay Teslavie the stipulated consideration upon deduction of that part that is deemed to represent the consideration for the cancelled respectively the suspended part of the agreement.
6.4 If Teslavie yet performs the suspended part of the agreement later then the Other Party is liable to pay the stipulated consideration in full, without any discount.
7.1 Barring mandatory statutory provisions regarding, inter alia, (product) liability, Teslavie shall not be held to pay any compensation for damages, of any nature whatsoever, either direct or indirect, including trading losses – including but not limited to lost income –, to movable or immovable property or bodily harm. Both at the Other Party and at third parties.
7.2 In consideration of the provisions set forth elsewhere in this article Teslavie shall not be liable for damages caused by injudicious use of the delivered goods or by the use thereof for a purpose other than for which it is, according to objective criteria, suitable.
7.3 If Teslavie should be deemed to be liable for any damages incurred by the Other Party, including consequential damages, then the liability of Teslavie shall not exceed compensation for the amount that the Other Party is liable to pay to Teslavie pursuant to the relevant agreement with the Other Party. Teslavie does not provide guarantees that exceed those expressly mentioned in the individual agreement concluded with the Other Party.
8. COMPLAINT NOTIFICATIONS
8.1 Complaints about the delivered quantity and visible damage must immediately upon delivery of the goods be recorded in writing on the invoice and/or the transport documents and/or the delivery note.
8.2 Within eight days after delivery complaints as intended in article 8.1 and/or other complaints in connection with the quality of the delivered goods and/or the implementation of the agreement must be submitted to Teslavie in writing.
8.3 Overstepping of the aforementioned time limits implies that Teslavie delivered in conformity with the agreement and the Other Party received and accepted the delivered goods and that complaints are no longer accepted for processing.
8.4 The submission of a complaint shall never release the Other Party from its payment obligation vis-à-vis Teslavie nor shall it entitle the Other Party to for the time being suspend or settle its payment.
8.7 A return shipment must take place carriage paid and is only accepted by Teslavie after Teslavie has given prior written consent to this.
9. RESERVATION OF TITLE
9.1 Any and all goods, materials and services delivered and yet to be delivered by Teslavie remain the property of Teslavie as long as it can still claim an amount related to the goods, materials and/or services delivered and yet to be delivered from the Other Party.
9.2 The Other Party is not allowed to alienate, borrow money on, pledge, hire out, donate or in any other way or pursuant to any other title surrender the control over the delivered goods, materials and services as long as payment in full of the amount payable to Teslavie did not take place, unless this is expressly permitted by Teslavie.
9.3 If Teslavie wishes to take back the goods and materials as a result of a violation of the aforementioned articles then the Other Party shall to this end grant Teslavie access to its office and/or company. The Other Party shall be liable for any and all costs that the taking back and storage of the goods and materials bring about. Teslavie is only held to again deliver the goods after payment in full or after adequate security has been provided.
9.4 If Teslavie takes back the goods and materials then it shall keep these at the risk and expense of the Other Party.
10. PAYMENT AND DEFAULT
10.1 Payment must take place during the order process, unless other payment conditions were stipulated in writing.
10.2 Payment is first applied to the costs, then to the accrued interest and then to the oldest outstanding principal sum and the accruing interest.
10.3 In case of an overstepping of the time limit as intended in article 10.1 or the further stipulated time limit the Other Party is in default by operation of law and liable to pay 1.5% interest per month, in the course of which parts of a month are calculated as a full month, on the full invoice amount, taking effect on the date of exigibility of the invoice amount.
10.4 The Other Party is not authorised to deduct any amount on account of a counterclaim filed by the same against Teslavie from the invoice amount.
10.5 Any and all collection costs, after the Other Party has become in default, both judicial and extrajudicial, are at the expense of the Other Party. The extrajudicial costs are set at a minimum of 15% of the principal sum and the statutory commercial interest with a minimum of EUR 250 excluding VAT, without prejudice to the right of Teslavie to claim the actual extrajudicial costs that exceed the established amount from the Other Party as they may derive from expenses claims, inter alia including fee notes of its legal counsel, to be submitted by Teslavie.
10.6 If the Other Party does not comply with any obligation vested in the same vis-à-vis Teslavie by virtue of the agreement, related agreements, agreements concluded before or after that, or if Teslavie may within reason assume that the Other Party shall not, or shall not be able to, comply with an obligation as intended above then Teslavie shall, at its sole discretion, be entitled to:
a. claim payment in advance, or proper security for payment, or immediate payment upon delivery for payment obligations from pending and yet to be concluded agreements;
b. suspend deliveries (as well as the creation and the processing of goods and services meant for delivery), without prejudice to the right of Teslavie to simultaneously or later claim security for the payment;
c. rescind the relevant agreement with immediate effect to the extent that is has not been implemented yet;
d. rescind one or more or all pending agreements in respect of which the Other Party is not in default either in full or to the extent that they have not been implemented yet with immediate effect, without prejudice to the right of Teslavie to claim full compensation for damages from the Other Party.
10.7 In instances that the Other Party is declared bankrupt, proceeds with assignment of its assets, submits a request for suspension of payment, or an attachment is imposed on whole or part of its assets, passes away, is placed under administration, does not comply with an obligation vested in the same by law or pursuant to these terms and conditions, does not pay an invoice amount or a part thereof within the imposed time limit, transfers its business or an important part thereof, including the contribution of its business to a yet to be incorporated or already incorporated company or proceeds with a change in the corporate objective of its business Teslavie shall, due to the mere occurrence of one of the aforementioned circumstances, be entitled to rescind the agreement extrajudicially without any judicial intervention being required or to immediately claim any amount payable by the Other Party on the basis of activities and/or deliveries performed by Teslavie without any warning and/or notice of default being required in full and claim back the delivered but not (fully) paid goods back as the property of Teslavie, all without prejudice to the right of Teslavie to claim compensation for costs, damages and statutory commercial interest.
11.1 The Other Party commits to confidentiality vis-à-vis third parties regarding (i) the content of any and all agreements between the parties and (ii) any and all data with regard to the business of Teslavie.
12. DISPUTES. APPLICABLE LAW. COMPETENT COURT
12.1 The agreement with the Other Party is exclusively governed by Dutch law.
12.2 Any and all disputes are, with the exclusion of any other court, settled by the competent Dutch court, also if the Other Party is established abroad and a convention provision designates a foreign court as competent. Teslavie does, however, reserve the right to nonetheless have a dispute with a foreign Other Party settled by a competent foreign court.
12.3 If a dispute pertains to the subject matter jurisdiction of the district court then the district court in Amsterdam is competent.
13.1 Articles 1 up to and including 12 of these terms and conditions are applicable in full to the delivery of all products.
14. CONTRACT EXTRAS
14.1 The occurrence of contract extras shall be communicated to the Other Party in writing at the earliest stage possible, however in any case prior to the implementation thereof. The Other Party is deemed to agree with the implementation of the contract extras and the relevant costs unless the Other Party communicates its written objections to the contract extras within five days after written notification by Teslavie. Contract extras can never result in rescission of the agreement.