Terms and Conditions
Effective date: January 1, 2024
Article 1. General
In these general terms and conditions the following is understood as:
1. Client: the natural person who or the legal entity that, acting in the course of a business or profession, concludes (intends to conclude) an Agreement with the Contractor.
2. Contractor: ‘TWIMVA Autolakken B.V.’, which concludes the Agreement and applies these general terms and conditions.
3. Agreement: any agreement between the Client and the Contractor that is concluded in the context of an organized system for distance selling of products, in the course of which, up to and including the conclusion of the agreement, one or more techniques for distance communication are exclusively or also used.
4. Product: the product to be delivered by the Contractor to the Client as described on the Website, which does, in any case, include plastic products that are offered full color to end users and/or intermediate users in the broadest sense of the word.
5. Technique for distance communication: means that can be used for the conclusion of an Agreement, without the Client and the Contractor having to simultaneously gather in the same room.
6. Website: the website of the Contractor, i.e. www.t_refinish.com.
Article 2. Applicability
1. These general terms and conditions are applicable to any proposal, offer, legal relationship and/or Agreement between the Client and the Contractor.
2. These general terms and conditions are also applicable to Agreements with the Contractor for the implementation of which the Contractor must rely on third parties.
3. Deviations from, and additions to, these general terms and conditions are only valid if they were expressly stipulated in writing.
4. The applicability of the general terms and conditions of the Client is expressly rejected by the Contractor.
5. The Agreement – together with these general terms and conditions – reflect the complete arrangements between the Client and the Contractor with regard to the content for which the Agreement was concluded. All arrangements previously agreed by the parties or proposals made in this regard expire.
6. In the event of an obscurity about the interpretation of one or more provisions of these general terms and conditions or in the event that a situation occurs between the parties that is not covered by these general terms and conditions, the interpretation / assessment must take place ‘in the spirit’ of these general terms and conditions.
7. If the Contractor does not always require strict compliance with these general terms and conditions then this shall not imply that the relevant provisions are not applicable or that the Contractor would to any degree forfeit the right to in other instances require strict compliance with the provisions of these general terms and conditions.
8. In the event that individual provisions included in these general terms and conditions would lose their effect, this shall not affect the validity of the other provisions of these general terms and conditions. The relevant provision shall expire and be replaced by a new provision permissible by law to be determined by the Contractor.
9. The Contractor declares the Dutch Distance Selling Act not applicable to its general terms and conditions.
10. The applicability of the Vienna Sales Convention is excluded.
Article 3. Choice of law and forum
1. Dutch law is exclusively applicable to any and all Agreements between the Client and the Contractor to which these general terms and conditions are applicable. This also applies if there is question of an Agreement with a Client established abroad.
2. Any and all disputes that are related to Agreements between the Client and the Contractor to which these general terms and conditions are applicable are settled by the competent court in the district in which the Contractor has its place of establishment.
3. In derogation from the provisions set forth in paragraph 2, the Client and the Contractor can opt for a different form of dispute resolution.
4. The parties shall only address the court after they have made every effort to settle a dispute in joint consultation.
Article 4. Start and term
1. Each and every Agreement is concluded after the Client has accepted the proposal and/or offer in a timely fashion, before it has expired, and has placed the order.
2. The Agreement is concluded for a fixed term. The Agreement comes to an end by operation of law at the moment that the Contractor has delivered the Product in accordance with the Agreement and the Client has complied with its obligations in full.
3. The parties are free to evidence the conclusion of the Agreement through other means.
Article 5. Offers and proposals
1. Any and all offers and proposals of the Contractor are subject to contract, unless a time limit for acceptance is imposed in the offer. If a time limit for acceptance has not been imposed then rights can by no means be derived from the offer or proposal if the product to which the offer or the proposal refers has meanwhile become unavailable.
2. The Contractor cannot be bound by its offers or proposals if the Client can within reason understand that the offers or proposals, or a part of the same, contain a manifest mistake or clerical error.
3. The prices quoted in an offer or proposal are exclusive of VAT and other official duties, costs to be incurred in the context of the Agreement, including traveling, subsistence, and administration costs, unless indicated otherwise.
4. If the acceptance (whether or not on subordinate points) deviates from what is mentioned in the offer or the proposal then the Contractor shall not be bound by the same. The Agreement is then not concluded in accordance with the said deviating acceptance, unless the Contractor indicates otherwise.
5. A combined quotation shall not require the Contractor to perform a part of the contract at a corresponding part of the quoted price. Offers or proposals are not automatically applicable to future orders.
Article 6. Client data
1. The Client is required to make any and all data that the Contractor, at its sole discretion, requires for the correct implementation of the Agreement available to the Contractor in a timely manner and in the requested form and in the requested manner.
2. The Contractor is entitled to suspend the implementation of the Agreement up to the moment that the Client has complied with the obligation as intended in the previous paragraph.
3. The Client is required to forthwith notify the Contractor of facts and circumstances that may be important in connection with the implementation of the Agreement.
4. The Client warrants the correctness, completeness, and reliability of the data made available to the Contractor by or on behalf of the Client, also if they originate from third parties, and shall be liable for the damages deriving from the same.
5. The additional costs and additional fee that derive from the delay in the implementation of the Agreement, resulting from late availability of the requested data or availability not in a timely fashion or improperly, shall be at the expense of the Client.
Article 7. Delivery and delivery periods
1. Shipment by the Contractor takes place expeditiously and basically within 3 workdays after the order, unless the Contractor indicated otherwise. If a delay occurs in the shipment then the Contractor shall inform the Client accordingly in writing (email) within 14 days after the date of the order. The Client can rescind the Agreement free of charge and without notice of default if delivery does not take place within 45 days. In case of an overstepping of the delivery period, the Client shall not be entitled to compensation.
2. Delivery takes place at the address specified by the Client, unless stipulated otherwise. The risk of loss, damage or decrease in value transfers to the Client at the moment that the Products are available to the Client, which also includes the situation as intended in paragraph 4.
3. The Client is required to take delivery of the purchased Product at the moment that it is available to the same, unless this brings about serious objections or unreasonable costs.
4. If the Client refuses to take delivery of the Product at the place and the time of the delivery, or is not able to take delivery of the Product, or fails to provide information, data, or other documents required for the delivery, then the Products designated for delivery shall be stored at the risk and expense of the Client. As the occasion arises, the Client shall be liable to pay all additional costs.
5. If the Products received do not correspond with the Products ordered then the Client is required to notify the Contractor accordingly in writing (email) after receipt of the Products. The Client shall not put the Products into operation without consent of the Contractor.
6. If the delivered Product manifests defects then the Client must report this to the Contractor in writing (email) expeditiously after discovery of the defect.
Article 8. Confidentiality
1. The Contractor and the Client are required to observe confidentiality in respect of third parties who are not involved in the implementation of the Agreement. The said confidentiality covers any and all information of a confidential nature that the parties reciprocally make available and the results obtained through processing of the same.
2. The available information is not used for a purpose other than for which it was obtained, unless consent was given for this.
Article 9. Intellectual property
The Contractor reserves the rights and authorities that are vested in the same pursuant to the Dutch Copyrights Act and other intellectual property legislation and regulations. The Contractor is entitled to also use the knowledge gained on its part through the implementation of an Agreement for other purposes, in so far as strictly confidential information of the Client is not disclosed to third parties.
Article 10. Payment, returns, and repayment
1. Payment of the invoice amount by the Client must take place with the order of the Product and, therefore, prior to delivery.
2. Payment takes place through remittance to a bank account designated by the Contractor and takes place by transfer, without any right to discount or set-off.
3. The Contractor is only required to implement the Agreement after the Client has paid the invoice amount in full.
4. Objections to the level of the invoice shall not suspend the payment obligation.
5. The Contractor shall make every effort to inform the Client of the Products as completely as possible via the Website. If the Client wants to return a delivered Product then this can be done by sending an email to the Contractor. The Client can return the Product within fourteen days after receipt and only if the packaging of the Product is unopened.
6. The Product must be returned to the Contractor within fourteen days after notification of the return, in the original packaging, accompanied by the original delivery note, and the Product must be in an unused condition. The Contractor reserves the right to refuse the return of the Product on the basis of the aforementioned points or in case of suspected used Products.
7. The assessment of the fact as to whether the Product is unused and in the original condition is entirely at the discretion of the Contractor.
8. The shipping costs and the return of the Product are at the risk and expense of the Client. In the event that the Client underpaid the return or paid insufficiently then these costs are charged to the repayment to the Client.
9. The Client must always be able to evidence that the Client returned the Product by providing (a copy or photo) of the proof of shipment.
10. If the returned Product has been received in an undamaged, unused condition, and otherwise in conformity with these general terms and conditions then the Contractor repays the invoice amount to the Client within 30 days after receipt of the Product.
11. A return is not possible if the Products were custom-made for the Client, e.g. due to choice of color, printing or another external expression.
Article 11. Reservation of title
1. The goods delivered by the Contractor in the context of the Agreement remain the property of the Contractor until the Client has complied properly with any and all obligations by virtue of the Agreement(s) concluded with the Contractor.
2. The goods delivered by the Contractor, which are subject to the reservation of title pursuant to paragraph 1, cannot be resold and can neither be used as instrument of payment. The Client is not authorized to pledge or to otherwise encumber the goods that are subject to the reservation of title.
3. The Client must always do everything that can within reason be expected of the Client in order to safeguard the property rights of the Contractor. If third parties levy an attachment on the goods that are subject to the reservation of title or intend to establish or enforce rights on the same then the Client is required to forthwith notify the Contractor accordingly. Moreover, the Client is required to insure the goods that were delivered subject to the reservation of title, and to keep them insured, against fire, explosion and water damage, as also against theft, and to on demand submit the policy to the Contractor for inspection. In case of an insurance benefit, the Contractor shall be entitled to the relevant amount. Where required, the Client hereby already commits vis-à-vis the Contractor to lend cooperation in everything that is (may be) required or appropriate in this respect.
4. In the event that the Contractor intends to exercise its property rights pursuant to this article, the Client hereby already gives the Contractor and third parties to be designated by the Contractor unconditional and irrevocable consent to enter all the locations where the properties of the Contractor are located and to take them back.
Article 12. Conformity, warranty and inspection (period)
1. If the delivered Products were, in the opinion of the Client, not delivered in accordance with the Agreement then the Client must notify the Contractor accordingly in a timely fashion. The Contractor shall then assess as to whether the delivered Products qualify for a (partial) repair, replacement, or repayment.
2. The Client is required to inspect the delivered Products at the time of delivery, however in any case within 2 workdays after delivery. The Client must inspect as to whether the quality and quantity of the delivered goods correspond with that which had been stipulated, or comply with the requirements that can be imposed on the same in normal business transactions.
3. If the Product was manufactured by a third party then the warranty provided by the said third party shall apply, unless indicated otherwise.
4. Any form of a potential warranty expires if:
a. the defect has not been notified within the imposed period;
b. the defect is the result of injudicious use, improper use, or lack of diligence;
c. the defect is the result of incorrect storage;
d. the Products were otherwise treated, processed or used in an injudicious manner;
e. the defect is the result of changes of or additions to the delivered Products made by the Client or third parties;
f. the defect is caused by or the result of circumstances beyond the control of the Contractor.
5. The Products to be delivered by the Contractor comply with the usual requirements and standards that can within reason be imposed on the same at the time of delivery and for which they are designated in case of normal use in the Netherlands.
Article 13. Force majeure
1. The Contractor is not required to comply with an obligation vis-à-vis the Client if the Contractor is prevented from doing so as a result of force majeure.
2. For the purpose of these general terms and conditions, force majeure is understood as any shortcoming that cannot be blamed on the Contractor and can neither be attributed to the same by law, a legal act or generally applicable practice. Force majeure does in any case include, but is not limited to, a situation where there is question of a pandemic and/or a mandatory business closure.
3. Without prejudice to the other rights vested in the Contractor, in case of force majeure the Contractor is, at its sole discretion, entitled to suspend the performance of the order or to rescind the Agreement without judicial intervention, the latter by notifying the Client accordingly in writing and without the Contractor being required to pay compensation, unless this would, in the given circumstances, be unacceptable according to the principles of reasonableness and fairness.
4. In so far as the Contractor has already partly complied or shall comply with its obligations pursuant to the Agreement at the time of the occurrence of the force majeure and independent value can be attributed to the part already or yet to be complied with, the Contractor shall be entitled to invoice the part already or yet to be complied with separately. The Client shall be required to pay this invoice as if there were question of a separate Agreement.
Article 14. Liability and indemnification
1. The Contractor shall only be liable vis-à-vis the Client for damages that are the direct result of (a) (coherent series of) imputable shortcoming(s) in the implementation of the Agreement.
2. The Contractor shall only be liable for direct damages. This is exclusively understood as the reasonable costs to determine the cause and scope of the damages, in so far as the determination is related to damages as intended in these general terms and conditions, the potential reasonable costs incurred to ensure that the defective performance complies with the Agreement, and reasonable costs incurred to prevent or limit damages, in so far as the Client demonstrates that these costs resulted in limitation of direct damages as intended in these general terms and conditions.
3. The Contractor shall not be liable for indirect damages incurred by the Client or third parties, including consequential damages, lost profit, lost savings, and damages due to stagnation in the regular course of affairs within the business of the Client.
4. The Contractor shall not be liable for damages occurring at the Client or third parties that are the result of an act or omission of auxiliary persons hired by the Contractor (not including employees of the Contractor), neither if they are employed at an organization related to the Contractor.
5. During the implementation of the Agreement, the Client and the Contractor can communicate with each other through electronic means. The Client and the Contractor are not liable vis-à-vis each other for damages that may occur at one or both of them as a result of the use of electronic means of communication, including – but not limited to – damages resulting from non-delivery or delay in the delivery of electronic communication by third parties or software / equipment used for transmission, receipt, or processing of electronic communication, the transmission of viruses, and the failing or improper operation of the telecommunications network or other means required for electronic communication. Both the Client and the Contractor shall do or omit everything that can within reason be expected of each of them to prevent the occurrence of the aforementioned risks. The data extracts from the computer systems of the sender furnish conclusive evidence of (the content of) the electronic communication sent by the sender up to the moment that evidence to the contrary has been furnished by the receiver.
6. The liability of the Contractor is limited to the amount of, at most, once the invoice value of the Agreement, at least to that part of the Agreement to which the liability is related.
7. The liability of the Contractor is limited to the amount that is, as the occasion arises, paid by the liability insurer of the Contractor, plus the excess that the Contractor may need to bear on account of the insurance. If, for any reason whatsoever, the liability insurer does not proceed with payment then the liability of the Contractor shall be limited to the value as intended in the previous paragraph.
8. The Contractor is always entitled, if and where possible, to undo or limit the damages of the Client through repair or improvement of the defective product.
9. The Client indemnifies the Contractor against any and all claims of third parties, which are directly or indirectly related to the implementation of the Agreement. Specifically, the Client indemnifies the Contractor against claims of third parties on account of damages that were caused by the fact that the Client provided incorrect or incomplete information to the Contractor.
Article 15. Expiry period
To the extent that these general terms and conditions do not determine otherwise, rights of claim and other authorities of the Client on any account whatsoever vis-à-vis the Contractor in connection with the implementation of an Agreement do, in any case, expire one year after the moment that the Client has become or could within reason have become familiar with the existence of the said rights and authorities. This period does not regard the possibility of submitting a complaint to the relevant designated body (bodies) for complaint handling and/or the Disputes Council
Article 16. Suspension and rescission
1. If the Client does not comply with an obligation pursuant to the Agreement or not completely or not in a timely fashion then the Contractor shall be entitled to suspend compliance with the counter-obligation. In case of partial or improper compliance, suspension shall only be allowed to the extent that this justifies the shortcoming.
2. The Contractor is authorized to suspend compliance with the obligations and/or to rescind the Agreement if the Client does not comply with the obligations pursuant to the Agreement or not completely or not in a timely fashion, if after the conclusion of the Agreement circumstances have come to the knowledge of the Contractor that give the Contractor good reason to fear that the Client shall not comply with the obligations, if upon the conclusion of the Agreement the Client was requested to provide security for compliance with its obligations pursuant to the Agreement and the said security fails to materialize or is insufficient, or if due to the delay on the part of the Client it can no longer be required of the Contractor that the Contractor shall comply with the Agreement on the basis of the originally stipulated terms and conditions.
3. Moreover, the Contractor is authorized to rescind the Agreement if circumstances occur that are of such nature that compliance with the Agreement is impossible or if circumstances otherwise occur that are of such nature that unchanged preservation of the Agreement can within reason not be required of the Contractor.
4. If the Agreement is rescinded then the claims of the Contractor vis-à-vis the Client immediately fall due. If the Contractor suspends compliance with the obligations then the Contractor retains its claims by law and pursuant to the Agreement.
5. If the Contractor proceeds with suspension or rescission then the Contractor shall by no means be held to pay compensation for damages and costs consequently incurred in any way whatsoever.
6. If the rescission can be blamed on the Client then the Contractor shall be entitled to compensation for the damages, including the costs, that directly and indirectly derive from the same.
7. If the Client does not comply with the obligations deriving from the Agreement and the said non-compliance justifies rescission then the Contractor shall be entitled to immediately rescind the Agreement and with immediate effect without being required to pay any compensation or indemnification, whilst the Client, on account of a breach of contract, is, however, required to pay compensation or indemnification.
Article 17. Source and change of general terms and conditions
1. These general terms and conditions were filed with the Chamber of Commerce under number 81131844.
2. At the request of the Client, a hard copy of these general terms and conditions is sent free of charge. The general terms and conditions can also be consulted on the Website.
3. The Contractor is entitled to change these general terms and conditions unilaterally. The Contractor shall notify the Client by email of the changes. The changes shall take effect thirty days after the Client has been notified of the changes.
4. The latest version filed and/or the version applicable at the time of the conclusion of the legal relationship with the Contractor shall always apply.
5. The Dutch text of the general terms and conditions shall always be decisive for its interpretation.
Article 17. Source and change of general terms and conditions
1. These general terms and conditions were filed with the Chamber of Commerce under number 81131844.
2. At the request of the Client, a hard copy of these general terms and conditions is sent free of charge. The general terms and conditions can also be consulted on the Website.
3. The Contractor is entitled to change these general terms and conditions unilaterally. The Contractor shall notify the Client by email of the changes. The changes shall take effect thirty days after the Client has been notified of the changes.
4. The latest version filed and/or the version applicable at the time of the conclusion of the legal relationship with the Contractor shall always apply.
5. The Dutch text of the general terms and conditions shall always be decisive for its interpretation.
