Applies to all our quotes and agreements
Tijhof Autotransportsystemen BV in Almelo
Tijhof Automotive BV in Almelo
Tijhof Trucks BV in Almelo
Tijhof GmbH in Coesfeld (Germany)
1. General
1.1. These conditions apply to all quotations, purchase and delivery agreements for all vehicle bodies, trailers and other deliveries, in which each of the above Tijhof companies is involved as a supplier. These companies will be referred to as “Tijhof” and their counterparties, each time as “the customer”.
1.2. These conditions always take precedence over any purchasing conditions of the customer, unless the parties expressly agree otherwise in writing. The customer's terms and conditions only apply to agreements with Tijhof if this is expressly agreed in writing.
2. Conclusion and content of agreements
2.1. A quotation sent by Tijhof to the customer is always without obligation for Tijhof.
A quotation from Tijhof to the customer always serves as an invitation from Tijhof to the customer to negotiate the subject of the quotation and to reach an agreement.
2.2. A quotation as referred to in Article 2.1. leads to the conclusion of an agreement if the quotation is returned to Tijhof in a timely manner by means of a written signature for approval and Tijhof subsequently draws up an order confirmation in accordance with the last quotation approved by the customer and sends it to the customer. The agreement is concluded when Tijhof issues the order confirmation. Only the content of the order confirmation determines the content of the agreement concluded between the parties, even if it deviates from the last quotation. The order will not be executed until at least a copy of the order confirmation, duly signed by the customer, has been received by Tijhof.
Oral side agreements or changes to the agreement are only valid if they are expressly stated by Tijhof in the order confirmation and are thus confirmed to the customer.
2.3. The information, of whatever nature or type, stated in the quotation and/or in the order confirmation, is only indicative insofar as it is not expressly indicated as binding in the order confirmation. This applies, but is not limited, to drawings, images, technical data, weights, dimensions, specifications, prices, delivery times, additional costs and the like.
2.4. An agreement that has been concluded can only be changed if Tijhof and the customer agree in writing in addition to the order confirmation, which does not affect Tijhof's rights to change, as arising from the order confirmation or these General Terms and Conditions of Delivery and Payment, insofar as this is not the case. (not exhaustive) these General Terms and Conditions make changes possible, for example as a result of unforeseen circumstances within the meaning of the law, price adjustments and the like.
2.5. Additional or less work must be agreed in writing.
3. Pricing
3.1. All prices are exclusive of VAT unless stated otherwise.
Prices for additional work
3.2. Price increases as a result of assigned additional work or agreed changes to the agreement will be borne by the customer. This also applies to a price increase that is the result of the agreement not being executable or not being fully enforceable as a result of the information provided by the customer not being entirely correct or incomplete or due to a deviating state not provided for in the agreement that cannot be processed by Tijhof. objects, goods or materials.
Price increases
3.3. The prices quoted to the customer or agreed with the customer are based on the price level of energy, labor costs and materials or raw materials, as well as insurance costs and packaging costs, as applicable on the day on which the order confirmation signed and approved by the customer is received. by Tijhof.
Tijhof has the right to independently adjust the prices agreed with the customer in the event that there are cost reductions or increases after the conclusion of the agreement due to changes in wage costs, changes in business taxes or energy prices, such as electricity or gas, or changes in material costs, raw materials, for example aluminum, steel, rubber, PVC, wood; other costs and materials or levies are not excluded, if the other party cannot, according to standards of reasonableness and fairness, expect unchanged maintenance of the agreed prices without Tijhof being required to provide an arithmetical substantiation for that increase.
3.4. All additional costs, government levies, freight costs or increases thereof, which directly or indirectly affect the cost price of the goods to be delivered, are borne by the customer. At the customer's request, Tijhof will provide the customer with evidence of those price increases and a summary of their influence on the agreed contract sum.
3.5. Insofar as the work assigned to Tijhof by the customer has not yet been started by Tijhof, the customer has the right to cancel the order in writing immediately after becoming aware of the price increases. If the work has already started, there is no right to cancel or dissolve the agreement and the customer is bound to the new price to be determined by Tijhof on the basis of the price increases.
4. Payment
4.1. The full payment of the contract sum as stated in the order confirmation, possibly increased by additional work, must be paid to Tijhof no later than the day the agreed work is completed or earlier as agreed. Tijhof has the right to require the customer to pay the contract sum in installments and in installments to be determined by Tijhof before the day of delivery, in proportion to the status of the work; the customer is obliged to make those payments on time. Tijhof also has the right to require the customer to provide a bank guarantee at any time desired by Tijhof in the amount of the agreed contract sum with a validity period to be reasonably determined by Tijhof, for everything that Tijhof has or will claim from the customer. receive under the order confirmation, to be issued by a recognized banking institution established in the Netherlands. The costs of the bank guarantee are borne by the customer.
4.2. The full contract sum is due in full and immediately if the customer is or threatens to become insolvent or ceases or disposes of its business or if any agreed partial payments in installments do not make correct and/or do not make timely payments.
4.3. In the event of late payment no later than the due date as referred to in 4.1, or the due date of agreed installment payments, the customer is liable to pay statutory commercial interest, plus 3%, to be calculated on the principal sum or the overdue installment amount, respectively what is immediately due is due and payable to Tijhof.
4.4. If the customer does not fulfill his obligations to Tijhof or does not do so in a timely manner and Tijhof is forced to take extrajudicial measures against the customer, the customer is obliged to pay the costs of extrajudicial work in full to Tijhof on first demand.
If Tijhof takes legal action against the customer, the customer is obliged to pay to Tijhof all costs incurred in connection with legal proceedings, such as the costs of legal assistance from bailiffs and/or lawyers, even insofar as these costs exceed an order for costs in accordance with the liquidated rate. if Tijhof is found in the right in whole or in large part, with full or partial granting of what Tijhof has demanded in court.
4.5. If the customer does not fulfill his obligations towards Tijhof, Tijhof has the right to terminate the agreement without any notice of default being required. Tijhof also has this right if, after concluding the agreement, information comes to Tijhof's attention about the customer's financial situation, on the basis of which Tijhof's rights no longer appear to be sufficiently secured, and the customer does not receive a bank guarantee desired by Tijhof. a period of maximum 72 hours set by Tijhof to ensure the customer's fulfillment of his obligations towards Tijhof. The customer is obliged to provide Tijhof with insight into his financial situation if and as soon as Tijhof so requests. Refusal by the customer or insufficient provision of insight are circumstances that entitle Tijhof to termination.
5. Delivery times
5.1. Agreed, required or promised delivery times are only indicative and do not contain a strict deadline; a delivery date will only apply as a target date, unless expressly agreed otherwise.
5.2. The delivery time starts on the day of receipt of the order confirmation signed for approval by the customer, but not before all details to be carried out are sufficiently clear to Tijhof and the buyer has fulfilled all applicable obligations, for example down payments or the establishment of a bank guarantee and technical information.
5.3. Insofar as a binding delivery date has been agreed and is not met, in the event of force majeure, strikes, civil disturbances, government measures, failure to deliver from suppliers and other unforeseen, unavoidable and serious events for the duration of the disruption, the delivery time will be correspondingly longer without that this provides the customer with additional rights. This also applies if delivery is delayed because Tijhof requires further information about the work to be carried out from the customer and that information is not provided to Tijhof immediately after the request and is substantively correct.
6. Ready product
6.1. As soon as the object is ready in accordance with the order confirmation, the customer will receive a written notification, preferably by email, and the customer must inspect the object within 48 hours after notification, approve it or express its objections in writing, and in case of approval, to be collected within 1 week after the day of sending the notification from the location stated in the notification, usually at the Tijhof factory.
6.2. All parts removed during the execution of the work become the property of Tijhof by operation of law, without settlement of any value.
6.3. If the object has not been collected by Tijhof in a timely manner after notification of completion, or has not been received by the customer, at the Tijhof factory or at the location communicated to the customer by Tijhof, the customer is legally in default and the object will be returned. are stored at the customer's expense and risk at a location to be designated by Tijhof. The customer is then obliged to pay the associated parking and storage costs to Tijhof with a minimum of € 25 per day, plus VAT.
6.4. If the customer has not collected the object, whether or not paid for in whole or in part by the customer, within 6 months after the day of the written notification as referred to in art. 6.1., the free and unencumbered ownership of the object belongs to Tijhof without further settlement. Tijhof therefore has the right to realize the object and to pay all that it has to claim from the customer from that proceeds. Tijhof will keep any surplus of the proceeds in deposit for the benefit of any proven rightful claimant.
7. Warranty conditions
7.1. Tijhof guarantees that the work it carries out or outsources to third parties has been carried out according to good and sound workmanship. This warranty applies for a period of 2 years for products and objects produced by Tijhof itself. This warranty commences on the day on which Tijhof has reported the object to the customer's (email address) as ready in writing.
7.2. The warranty on materials and products purchased by Tijhof from third parties is the manufacturer's warranty of the manufacturer of those materials and products. This warranty then applies exclusively to the materials and is limited to the free replacement of parts through which the warranty is rightly invoked, excluding Tijhof's labor hours, all under the condition that the warranty claim is recognized by the manufacturer of the materials in question.
7.3. No warranty obligation applies for the period during which the customer has not fulfilled his obligations towards Tijhof, nor does this lead to a postponement or extension of the warranty period.
7.4. In the event of a warranty claim, the warranty does not apply to own products or products of third parties for defects that:
- These were or could have been discovered by the customer during the inspection upon delivery.
- Which are not the result of careless work, treatments or operations carried out by Tijhof or its supplier (7.2.).
- Which are not the result of mistakes made by Tijhof.
- These are the result of improper, careless or incorrect use by the customer.
- These occur due to materials and/or consumables not supplied by Tijhof.
- These arise from materials and consumables prescribed or made available to Tijhof by the customer.
7.5. In the event of justified complaints about defects arising from Tijhof's production, Tijhof is obliged to initially repair the defect and/or to provide a replacement product, whether or not on loan, at its own discretion.
8. Liability
8.1. Tijhof is not liable for theft, loss, damage or any other form of destruction of objects, goods and materials supplied by the customer, except to the extent that its liability insurance covers that damage.
8.2. The customer is obliged to report damage in writing and with reasons to Tijhof within 10 days after the day on which the damage could reasonably have been discovered, otherwise its warranty claims will lapse.
8.3. If any defect in objects processed by Tijhof leads to standstill damage for the customer, Tijhof's liability is expressly excluded, except for damage resulting from intent or gross negligence.
8.4. Tijhof's liability is limited to the amount for which Tijhof will be insured with regard to the damaging event.
8.5. Tijhof is under no circumstances liable for damage to the object that may have occurred from the day on which Tijhof stored the object in accordance with art. 6.1. This with the exception of damage resulting from gross negligence or intent on the part of Tijhof or persons for whom Tijhof is liable.
9. Retention and right of retention
9.1. Everything that is installed or added to the customer's objects (a truck or trailer) by or on behalf of Tijhof in the execution of the agreement, remains the property of Tijhof until the day of full payment of principal sums, interest and costs. In the event of non-payment, Tijhof has the right to take back all those items, whether or not after disassembly, which does not affect the customer's payment obligations.
9.2. The customer has the obligation to keep items and goods delivered to him under retention of title identifiable as property of Tijhof and to do so to give Tijhof the opportunity to receive those items upon first request, as referred to in art. 9.1., whether or not after disassembly. Until full payment has been made, the customer will act as holder for Tijhof for those goods and items.
9.3. Furthermore, Tijhof has a right of retention on everything that has been offered to it for processing, which right applies until full payment of principal sums, interest and costs. Objects and items processed by Tijhof will therefore not be delivered to the customer until full payment has been made.
10. Applicable law
10.1. All agreements between Tijhof and the customer are exclusively governed by Dutch law and the Overijssel District Court, Almelo location, has exclusive jurisdiction to hear disputes, unless another Court or location is designated by law.
