TERMS AND CONDITIONS
General terms and conditions of Terracotta TCM Europe BV located in Zandvoort aan Zee
General: Terracotta TCM Europe BV, hereinafter referred to as Terracotta TCM, is engaged in the sale of food supplements via the Internet and services in this area to consumers, in the broadest sense of the word.
Definitions: In these General Terms and Conditions (hereinafter referred to as: Conditions) the following definitions apply:
Any natural or legal person who contacts Terracotta TCM about concluding an Agreement
Every agreement that is concluded between Terracotta TCM and the Customer, every amendment thereof or addition thereto, as well as all legal acts in preparation for and for the implementation of that Agreement
Natural products, supplements, natural articles and related articles together
the documentation and manuals associated with the products and/or Accessories made available by or on behalf of Terracotta TCM for use by the Customer;
the services to be provided by or on behalf of Terracotta TCM, whether or not related to Products, including warranty, as specified in an Agreement;
any order from the Customer to Terracotta TCM.
any possible notice from Terracotta TCM to Customer, including, but not limited to, brochures, advertisements, catalogues, quotations, order confirmations, price lists, invoices, EDI, E-mail, fax on request, bulletin board, faxes and letters.
Force of the majority:
any circumstance beyond the control of Terracotta TCM, as a result of which the fulfillment of its obligations to the Customer is prevented in whole or in part or as a result of which the fulfillment of its obligations cannot reasonably be required of Terracotta TCM, regardless of whether that circumstance at the time of the conclusion of the Agreement was foreseen. These circumstances also include: strikes and lockouts, stagnation or other problems in the production by Terracotta TCM or its suppliers and/or in its own or third-party transport and/or measures taken by any government agency, telecommunications disruptions, as well as the lack of any government permit.
Applicability of these terms and conditions 1. These Terms and Conditions form part of all Agreements and apply to all related (legal) acts of Terracotta TCM and Customer. 2. The applicability of any general specific conditions or stipulations of the Customer is expressly rejected by Terracotta TCM.
Offers, conclusion of the Agreement and specification and indications of Products 1. An offer or (price) quotation is not binding on Terracotta TCM and only serves as an invitation to place an Order, unless expressly stated otherwise. 2. An Agreement is only concluded if and insofar as Terracotta TCM accepts an Order in writing or is executed by Terracotta TCM. 3. All statements by Terracotta TCM of numbers, specifications and/or other indications of the Products have been made with care. However, Terracotta TCM cannot guarantee that no deviations will occur in this regard. 4. Terracotta TCM reserves the right, without stating reasons, not to accept orders or assignments or to accept them only under the condition that the order is confirmed in advance by the Customer by registered letter and/or the shipment is made cash on delivery or after payment in advance.
Deviations and Additions Deviations from and additions to any provision in an Agreement and/or the Terms and Conditions only apply if they have been recorded in writing by Terracotta TCM and only relate to the Agreement concerned.
Delivery times 1. A delivery term specified by Terracotta TCM is based on the circumstances applicable to Terracotta TCM at the time of the offer and, insofar as dependent on the performance of Terracotta TCM's suppliers, on the information provided to Terracotta TCM by those suppliers. 2. If Terracotta TCM requires data or resources to be provided by the Customer for the performance of the Agreement, the delivery period will never commence before the day on which all necessary data or resources are in Terracotta TCM's possession. 3. Stated delivery times can never be regarded as a strict deadline, unless expressly agreed otherwise. In the event of late delivery, Terracotta TCM must therefore be given notice of default by registered letter, giving it a reasonable period of time to still perform. 4. If the client refuses to take delivery of the goods or if he indicates that he no longer wishes to pay for the agreed delivery, he will nevertheless remain obliged to pay the agreed price and to reimburse Terracotta TCM for the costs, damages and interests ensuing therefrom. 5. If the delivery term is exceeded, the Customer is not entitled to any compensation in this regard. 6.Terracotta TCM has the right at all times to deliver in parts.
Delivery and Risk 1. Unless otherwise agreed in writing, Terracotta TCM determines the method of shipment. 2. The customer bears the risk of the goods from the moment the goods are presented for receipt at the specified address. 3. The customer is obliged to take receipt of the goods upon delivery. In the absence of this, the goods will be stored at the expense and risk of the customer. Terracotta TCM will hereby inform the Customer of the time and place of storage as soon as possible and the Customer will accept the Products as soon as possible, but no later than 10 working days after notification. 4. If the Buyer does not accept the Products or does not take them in time, he will be in default without any notice of default being required. Terracotta TCM is in that case entitled to store the Products at the expense and risk of the Customer or to sell them to a third party. The Buyer shall continue to owe the sum, increased by the interest and costs, including cancellation costs, but, where appropriate, reduced by the proceeds of the sale to that third party.
Return guarantee Customer ; exclusively in the capacity of consumer - has the right to return the delivered Products to Terracotta TCM without giving any reason within 7 days of receipt. Terracotta TCM will then repay to the Customer the received (purchase) sum minus the costs of the return compensation to be stated and thus determined, under the following conditions: 1. Products have not been purchased for professional/business use; 2. The relevant products must be described in the relevant Message as items for which the return guarantee applies; 3.Software of which the seal of the packaging has been broken will not be taken back. 4. No changes may have been made to or on the delivered item and the delivered item must be in undamaged condition; all Documentation, warranty certificates and packaging materials must be enclosed with the return shipment; 5.The return shipment must be returned to Terracotta TCM no later than the 18th day after receipt of the delivered goods by the Customer; 6. The costs of franking the return shipment and the costs of COD shipments are for the account of the Customer; 7. All copies or adaptations or translations of the delivered goods, including diskettes, electronic material, manuals and Documentation, which may have been made for personal use or otherwise, must be included with the return or destroyed or erased at the time of shipment; 8. For the rest, this return applies as a resolutive condition and not as a buy-back scheme.
Default/dissolution 1. If the Customer does not properly or not timely comply with any obligation that may arise for it from any Agreement, the Customer is in default without notice of default and Terracotta TCM is entitled: to suspend the execution of that Agreement and directly related Agreements until payment is sufficiently secured; and/or to dissolve that Agreement and any directly related Agreements in whole or in part. 2. In the event of (application for) (provisional) suspension of payments, (application for) bankruptcy, shutdown or dissolution of the Customer's company, all Agreements with Customer will be dissolved by operation of law, unless Terracotta TCM notifies Customer within a reasonable time of compliance with to demand (part of) the relevant Agreement(s). In the latter case, Terracotta TCM is entitled to suspend the performance of the Agreement until compliance has been sufficiently secured by the Customer. 3. The provisions of articles 9.1 and 9.2 do not affect Terracotta TCM's other rights under the law and the Agreement. 4. In the event of an event as referred to in (I) 9.1 or (II) 9.2, respectively (I) all claims of Terracotta TCM against Customer under the relevant Agreement(s) and (II) all claims of Terracotta TCM against The Customer is immediately and fully due and payable and Terracotta TCM is entitled to take back the delivered Products. In connection therewith Terracotta TCM and its authorized representative(s) will be entitled to enter the premises and buildings of the Customer in order to take possession of the Products. The Customer is obliged to take the necessary measures to enable Terracotta TCM to enforce its rights. All costs of recovery are for the Customer.
Guarantees 1. If Terracotta TCM delivers Products to the Customer, which Terracotta TCM has obtained from its suppliers, or makes use of third parties for the Services, Terracotta TCM is never obliged to provide a more extensive guarantee vis-à-vis the Customer than that on which Terracotta TCM vis-à-vis its supplier can claim. 2. Complaints due to visible defects must be submitted in writing by the client in accordance with the contract conditions, but no later than 8 days after receipt of the goods. Complaints received by Terracotta TCM after the expiry of this term need not be processed by Terracotta TCM. 3. Products and accessories that are subject to normal wear and tear are not covered by the given warranties. 4.During the warranty period, Terracotta TCM's supplier may grant warranty or Terracotta TCM may – at its option – honor and enforce the supplier's warranty to Customer.
Note: When sending our products to countries outside of Europe, the warranty will expire.
Any software from a Terracotta TCM supplier If a Terracotta TCM supplier grants the right to use Software only in accordance with the terms of its usage or license agreements or if maintenance is performed in accordance with the terms of a supplier's maintenance agreement Terracotta TCM, the provisions of that agreement apply with the exception of the provisions of these Conditions. Terracotta TCM will inform the Customer at its request about the applicable provisions and is not liable for defects in this Software.
Retention of title 1. All Products remain the property of Terracotta TCM, notwithstanding the actual delivery, until all amounts that Customer owes or will owe to Terracotta TCM under any Agreement have been paid in full. Rights are always granted or, where appropriate, transferred to the Customer on the condition that the Customer pays agreed fees in full and in full. 2. Before the ownership of the Products has passed to the Purchaser, the Purchaser is not entitled to rent out or use, pledge or otherwise encumber the Products. The Buyer is only entitled to sell or deliver the Products owned by Terracotta TCM to third parties, insofar as this is necessary in the context of the Buyer's normal business operations. 3.If and for as long as Terracotta TCM is the owner of the Products, the Customer will immediately notify Terracotta TCM if the Products are (threatened to be) seized or if any claim is made to (any part of) the Products. In addition, the Customer will inform Terracotta TCM on Terracotta TCM's first request where the Products are located. 4. In the event of attachment, (provisional) suspension of payments or bankruptcy, the Customer will immediately point out the (property) rights of Terracotta TCM to the attaching bailiff, the administrator or the trustee. The Customer guarantees that any attachment on the Products will be lifted immediately.
Intellectual Property Rights 1. The copyright as well as all other intellectual property rights on all products, Accessories, Documentation or other materials (such as: analyses, functional designs, reports, quotations, etc.) that are delivered by Terracotta TCM to the Customer or in any way are also made available, are vested exclusively in Terracotta TCM or its suppliers, and the Customer acquires the rights of use expressly granted in these Terms and Conditions, unless expressly agreed otherwise in a written document signed by Terracotta TCM and the Customer. 2. The Customer is aware that the Products and/or other materials as referred to in paragraph 1 of this article may contain confidential information and trade secrets of Terracotta TCM or its suppliers and the Customer undertakes to keep these Products and/or other materials confidential and not to disclose or give it to any third party. 3. The Customer is not permitted to remove, change or change any of the trademarks or any indication regarding copyrights, trademarks, etc., including any indication regarding the confidential nature and secrecy of any software, applied to the Products or their packaging. modify or imitate any part thereof. 4. Terracotta TCM is allowed to take technical measures to protect any software. 5.Terracotta TCM declares that to the best of its knowledge the Products do not infringe any intellectual property rights of third parties applicable in the Netherlands. In the event of a claim by third parties with regard to infringement of such rights, Terracotta TCM may, if necessary, replace or change the relevant Product or dissolve the Agreement in whole or in part. The Customer only has the right to dissolve the Agreement insofar as it cannot reasonably be expected to maintain the Agreement. 6. The Customer will immediately notify Terracotta TCM of any claim by third parties with regard to an infringement of intellectual property rights with regard to the Products. In the event of such a claim, only Terracotta TCM is authorized to defend or defend itself against to take legal measures with that third party, or to reach an amicable settlement with that third party. The customer will refrain from such measures, insofar as this can reasonably be expected of him. In all cases, the Buyer will cooperate with Terracotta TCM.
Prices 1. Unless expressly stated otherwise, all prices stated in Messages, such as catalogues, price lists and/or quotations from Terracotta TCM, are expressed in Euro, and include sales tax. Unless expressly stated otherwise, the Buyer shall bear the costs of packaging and dispatch, as stated in the relevant Notice, as well as all other levies or taxes imposed or levied in respect of the Products and their transport. 2. Prices are based on the circumstances applicable to Terracotta TCM at the time of the conclusion of the Agreement, such as exchange rates, freight rates and dealer prices. If these circumstances change after the Agreement has been concluded but before delivery, Terracotta TCM has the right to pass on the resulting costs to the Customer. 3.Discounts are deemed to have been granted once each time. Previously granted discounts do not bind Terracotta TCM in any way to a later agreement.
Payment 1. The customer will pay the amounts charged to him, effectively in the currency stated on the invoice, to Terracotta TCM within the term stated on the relevant invoice. The customer agrees to the automatic invoice from Terracotta TCM. All payments will be made to a giro or bank account to be designated by Terracotta TCM. If payment is made on delivery, this will be done in cash or by means of a guaranteed giro or bank cheque. 2.All amounts charged to Terracotta TCM must be paid without discount or withholding. The customer is not authorized to set off. Furthermore, the customer does not have the right to suspend any payment obligation towards Terracotta TCM. 3.If at any time Terracotta TCM has reasonable doubts about the creditworthiness of the Customer, Terracotta TCM has the right, before performing (further) performance, to require the Customer to make advance payment or to provide adequate security for the amounts that Terracotta TCM, whether due or not, has or will have to claim from the Customer under the Agreement, such at the discretion of Terracotta TCM. 4. With the mere expiry of a payment term, the Customer is in default. In that case, all claims, for whatever reason, of Terracotta TCM against the Customer are immediately due and payable. 5. Without further notice of default, the customer owes default interest from that day on all amounts that have not been paid at the latest on the last day of the payment term, at the amount of the statutory interest plus 2%, or a fixed amount for administration costs to be determined by Terracotta TCM. 6. If the Customer is in default towards Terracotta TCM, he is obliged to fully reimburse Terracotta TCM for the extrajudicial and judicial costs. The extrajudicial costs to be reimbursed by the Buyer amount to at least 15% of the unpaid amount, with a minimum of 113.45 euros, plus the turnover tax owed on this. 7. If Terracotta TCM, after the Customer is in default, sends payment reminders or other requests for payment to the Customer, this does not affect the previous provisions in this article.
Liability and Indemnification 1. Terracotta TCM is not liable for damage to the Products other than with due observance of the relevant guarantees. 2.Terracotta TCM is not liable, either under the law or under the Agreement, for so-called consequential damage that the Customer or a third party may suffer with regard to (in the use of) the Products. This includes loss of profit, trading loss, loss of data and immaterial damage. 3. Without prejudice to the provisions of paragraphs 1 and 2 of this article, the contractual and legal liability of Terracotta TCM is at all times limited to 50% (fifty) of the amounts invoiced and billable by Terracotta TCM to Customer under an Agreement ( including sales tax), per Product or Service in respect of which the liability has arisen. If and insofar as the Agreement is a continuing performance contract, Terracotta TCM's contractual and legal liability shall in no event exceed the price (including sales tax) stipulated in the relevant Agreement for the performance of Terracotta TCM in the period of 3 months prior to the event in respect of which that liability arose. 4.Unless the damage is caused by gross negligence or intent on the part of Terracotta TCM (or of its management personnel), the Customer will indemnify Terracotta TCM against all claims from third parties, directly or indirectly related to (the use of) the Products or Services and he will compensate Terracotta TCM for all damage that Terracotta TCM suffers as a result of such claims.
Force Majeure 1. If Terracotta TCM cannot fulfill its obligations towards the Customer due to Force Majeure, the fulfillment of those obligations will be suspended for the duration of the force majeure situation. 2. If the Force Majeure lasts 1 month, both parties have the right to dissolve the Agreement in writing in whole or in part, insofar as the force majeure situation justifies this. 3. In the event of Force Majeure, the Customer is not entitled to any (damage) compensation, not even if Terracotta TCM should have any advantage as a result of the force majeure. 4.Terracotta TCM will inform the Customer of an (imminent) Force Majeure as soon as possible.
Obligations of the Customer 1. The Customer will always provide Terracotta TCM with all information required for the performance of Terracotta TCM's activities in a timely manner and guarantees its correctness and completeness. 2. The Customer will ensure the use of the Products in accordance with the specifications and for the correct application in its organization of the products, accessories and the services to be provided by Terracotta TCM, as well as for the administration and calculation methods to be applied and for securing of data. 3.If it has been agreed that the Customer will make Products or Accessories available, these will meet the specifications necessary for the performance of the work. 4. If the data necessary for the execution of the Agreement are not made available to Terracotta TCM, not in time or not in accordance with the agreements, or if the Customer does not fulfill its obligations in any other way, Terracotta TCM has the right to charge additional costs according to the usual rates. of Terracotta TCM.
Transfer of rights and obligations 1. Terracotta TCM is permitted to transfer the rights and obligations described in any Agreement with the Customer to third parties. In the event that obligations of Terracotta TCM are transferred, Terracotta TCM will inform the Customer of this in advance as far as possible and the Customer has the right to dissolve the Agreement with regard to the future from the date on which the transfer will take place. Terracotta TCM is not obliged to pay any compensation in that case. 2. The Buyer is not entitled to transfer its rights and/or obligations under an Agreement to any third party without Terracotta TCM's prior written consent.
Applicable law, competent court 1. All disputes relating to these General Terms and Conditions, as well as to any Agreement, are exclusively governed by Dutch law. 2. Unless otherwise prescribed by law, all disputes will be submitted exclusively to the competent court in Haarlem.