Article 1 - Definitions & Identity of the entrepreneur
Article 2 - Applicability
Article 3 - Offers
Article 4 - The agreement
Article 5 - Duty to Take and Check, Complaints
Article 6 - Costs in case of withdrawal
Article 7 - Exclusion of the right of withdrawal
Article 8 - The price
Article 9 - Delivery and Execution
Article 10 - Payment
Article 11 - Retention of title
Article 12 - Liability and Indemnity
Article 13 - Competent court/applicable law
Article 14 - Final provisions
Entrepreneur: Titan Marine
Nautic Invest - Titan Marine
7942 LB Meppel
Telephone number: +31 (0) 88-773 93 98 on workdays from 9 a.m. to 5 p.m.
Email address: [email protected]
Chamber of Commerce number: 50898272
VAT identification number: 822983448B01
Buyer: The person with whom Titan Marine enters into a purchase agreement with regard to products.
Products: The natural or legal person who offers copper products and/or services remotely.
2.1. These general terms and conditions apply to all quotations issued by Titan Marine and agreements concluded with Titan Marine.
2.2. Verbal agreements and / or promises that deviate from the content of these conditions can only bind Titan Marine if they have been confirmed in writing by Titan Marine. The applicability of terms and conditions of the Buyer is hereby expressly rejected.
All quotations and offers are made by Titan Marine without obligation; assignments and acceptances of offers issued by the Buyer are deemed to have been irrevocably done.
The offer contains a complete and accurate description of the products and / or services offered. Obvious mistakes or errors in the offer do not bind the entrepreneur.
The agreement is subject to the provisions of art. 3, concluded at the time of acceptance by the buyer of the offer and compliance with the corresponding conditions.
5.1. The Buyer is obliged to purchase the purchased products at the agreed or specified time of delivery by Titan Marine. From that same moment, the risk for the products is transferred from Titan Marine to Koper. If Titan Marine has to store the products as a result of late purchase by the Buyer, the latter will reimburse Titan Marine for the costs involved.
5.2. Buyer is obliged to check products delivered by Titan Marine upon delivery. Complaints with regard to visible defects concerning the products must be submitted in writing by the Buyer within 5 (say: five) days after receipt. Contrary to the foregoing, in the case of dispatch by means of a bill of lading, visible defects must be stated by the Buyer on the bill of lading immediately upon delivery.
5.3. With regard to non-visible defects, a complaint period of 5 (in words: five) days also applies, on the understanding that it commences on the day that the Buyer became aware of the defect, or should have become aware of it, but at the latest within 1 month after delivery of the products.
5.4. In the absence of timely submission of complaints in accordance with the aforementioned paragraphs, all rights of the Buyer in this regard will lapse and Titan Marine is deemed to have fully complied with its obligations.
5.5. For all products, the warranty period as set by the manufacturer of the relevant product applies. All complaints must be submitted to Titan Marine, subject to the conditions stated in the previous paragraphs, under penalty of forfeiture. Titan Marine is only required to handle complaints as soon as the Buyer has fulfilled all his obligations to her. The items that are the subject of a complaint must be returned by the Buyer to Titan Marine at its own expense, in such a way that it has the opportunity to assess the merits of the complaints. However, goods must only be returned after the Purchaser has received a written instruction to that effect from Titan Marine; Titan Marine will not process goods that have been returned prematurely and / or incorrectly and will invalidate any claim made by the Buyer.
5.6. Any claim by the Buyer with regard to the guarantee will lapse if a shortcoming is wholly or partly the result of:
a) the non-observance by the Buyer of assembly, installation, operating, use and / or maintenance instructions;
b) defects that are not due to material and / or construction errors, but are a result of other causes, such as normal wear and tear, internal and external contamination, rust and paint damage, transport, freezing, overheating, overloading and / or improper use ;
c) repairs or other work with regard to the products carried out by third parties without the prior written approval of Titan Marine.
5.7. In the event that, in the opinion of Titan Marine, the delivered products do not meet the requirements to be made pursuant to the agreement, these will - at Titan Marine's option - be repaired or replaced, or the selling price will be reduced pro rata to the price of the defective products in relation to the total selling price.
5.8. These terms and conditions apply to redelivery. If Titan Marine opts for replacement, the replaced items become its property.
The entrepreneur can exclude the right of withdrawal of the buyer to the extent provided for in art. 2 and 3. The exclusion of the right of withdrawal only applies if the entrepreneur has clearly stated this in the offer, at least in time for the conclusion of the agreement.
Exclusion of the right of withdrawal is only possible for products:
8.1. All prices are ex warehouse / ex factory / ex depot or ex warehouse in euros and exclusive of VAT and any other levies imposed by the government.
8.2. The price to be paid by the Buyer is calculated at the prices in force on the day of acceptance of the order in accordance with the catalogs and price lists of Titan Marine, or at least the prices specified by Titan Marine in another way.
8.3. Quotations in offers from and agreed with Titan Marine are based on the circumstances at the time of the preparation of the offer or the agreement. Titan Marine is at all times entitled to adjust the quoted or agreed prices, if factors that (partly) determine this (including, but not limited to, the market prices of products, raw materials, transport, personnel costs, insurance, exchange rates , taxes and other financial charges) undergo increases between the time of the offer or the conclusion of the agreement and the time of delivery. If the price increase is more than 10%, the Buyer has the right to terminate the agreement.
9.1. All delivery times stated by Titan Marine are purely indicative and cannot be regarded as deadlines. Exceeding a delivery time never entitles the Buyer to compensation, destruction or dissolution of the agreement or non-compliance with any obligation arising from this agreement or from any other agreement. The buyer does not have the rights described in the previous sentence either if Titan Marine supplies products that deviate from what has been agreed with regard to packaging, volume / size, composition, shape, color, weight or otherwise, provided that the usability of the products is not adversely affected. Products can change due to technical improvements.
9.2. Delivery of the products takes place ex warehouse / ex factory / ex depot or ex storage space, in accordance with the provisions of the Incoterms version applicable at the time of the conclusion of the agreement. Titan Marine is entitled at all times to deliver an order in parts.
9.3. Titan Marine reserves the right to demand partial or full payment in advance by Buyer of the price due to Titan Marine, or, at the option of Titan, to suspend delivery and / or provision of Products. Marine, to require the Buyer to provide security to the satisfaction of Titan Marine for the price owed to Titan Marine.
9.4. All photos, images, graphics, etc. that are by Titan Marine and are published in, but not limited to, the product catalog, are the property of Titan Marine and may only be used by third parties with the express written permission of Titan Marine. Titan Marine is a protected trademark.
10.1. All invoices will be paid by the Buyer prior to or at the latest upon delivery of the products. If delivery on account has been agreed, payment must be made in accordance with the payment conditions stated on the invoice. In the absence of these conditions, payment must be made within 10 days of the invoice date. Payment will be made at all times without settlement, discount or suspension for any reason whatsoever and must be made net by transfer to the Titan Marine bank account.
10.2. The aforementioned payment terms apply in full if minor parts of a delivery are missing, provided that the use of the products is not prevented as a result.
10.3. As long as the Buyer has not paid the amounts owed by him, including those resulting from previous transactions, Titan Marine is not obliged to perform the agreed services on its part, without prejudice to its other rights, including its claims for compensation for damage and costs.
10.4. In the event of late payment of any amount owed to Titan Marine, the Buyer is in default by the mere expiry of the applicable payment period, without a reminder and / or notice of default being required, and Titan Marine is entitled to a statutory commercial interest ex article 6: 119a of the Dutch Civil Code due on the overdue amount, to be calculated from the due date until the date of full payment. Furthermore, the Buyer is then obliged to Titan Marine to pay extrajudicial collection costs, which are fixed at 15% of the amount left unpaid by the Buyer, without prejudice to Titan Marine's right to full reimbursement of the reasonably incurred costs. All legal and execution costs reasonably incurred by Titan Marine will also be borne by the Buyer. In the event of non-payment or late payment due to winding up, bankruptcy or suspension of payment of the Buyer, all obligations of the Buyer will be immediately and fully claimable.
10.5. Payments made by the Purchaser serve firstly to pay the costs, secondly to pay the interest and thirdly to pay the principal (s), regardless of any other instructions from the Purchaser.
11.1. The products delivered by Titan Marine remain its property until the Buyer has fully complied with all obligations arising from all agreements concluded with Titan Marine. Commitments include:
11.2. As long as the ownership of products has not yet been transferred to the Buyer, the Buyer is not entitled to pledge or otherwise encumber and / or dispose of the products without the prior written permission of Titan Marine. Resale in the context of the buyer's normal business operations is permitted as long as Titan Marine has not informed the Buyer in writing that it wishes to exercise its rights arising from the retention of title. In the case of resale where delivery of the products takes place prior to payment thereof, the Buyer is obliged to stipulate a retention of title vis-à-vis its customers in accordance with the provisions of this article.
11.3. The Buyer is obliged to visibly indicate or to keep the ownership of Titan Marine indicated on the relevant products and to treat these products with due care.
11.4. The Buyer hereby irrevocably authorizes Titan Marine to enter the space (s) used by or for the Buyer and to take back the products delivered in the event of the retention of title. The buyer is obliged to cooperate fully in this regard on pain of a fine of 15% of the amount owed by him per day. The entrepreneur has a well-publicized complaints and deals with complaints under this procedure.
Complaints about the implementation of the agreement must be submitted promptly, fully and clearly described to the entrepreneur, after the buyer has found the defects. Complaints submitted to the entrepreneur will be answered within a period of 14 days from the date of receipt. If a complaint requires a foreseeable longer processing time, the entrepreneur will respond within a period of 14 days with a message of receipt and an indication when the buyer can expect a more detailed answer. If the complaint cannot be resolved in mutual consultation, a dispute arises that is subject to the dispute settlement procedure.
12.1. Any liability of Titan Marine is limited to the amount that is paid out in the relevant case under the liability insurance policy (s) concluded by it, plus the deductible borne by Titan Marine under that insurance contract (s). If for whatever reason no payment is made under the aforementioned insurance policy (s), any liability of Titan Marine is limited to the invoice amount that was paid to the relevant Buyer in the twelve months prior to the event that caused the liability in connection with the products supplied has been charged, with a maximum of € 10,000 (in words: ten thousand euros). Titan Marine is never liable for damage in the form of loss of revenue or income or reduced goodwill, or any other indirect damage.
12.2. The limitations of liability described in the previous paragraph do not apply in the event of intent or willful recklessness on the part of Titan Marine.
12.3. The buyer indemnifies Titan Marine, its employees and its assistants engaged in the implementation of an agreement against all claims from third parties arising from or related to the (onward) delivery of products. The Buyer is obliged to take out adequate insurance and to keep it insured.
12.4. Any claim by the Buyer against Titan Marine, except those recognized by Titan Marine, expires by the mere lapse of 12 months after its creation.
13.1. All offers from and agreements with Titan Marine are exclusively governed by Dutch law. The applicability of the Vienna Sales Convention is excluded.
13.2. The court in Zwolle has exclusive jurisdiction to hear all disputes arising from and/or related to agreements with Titan Marine.
14.1. If one or more provisions of these terms and conditions prove to be invalid or not fully valid, the remaining provisions will remain fully in force. Instead of any invalid provision, a provision that Titan Marine would have stipulated if the original provision had been waived due to its invalidity would then apply.
14.2. The Dutch text of these General Terms and Conditions prevails over translations. Agreements between the entrepreneur and the buyer to which these general terms and conditions apply are exclusively governed by Dutch law.