1.1 These general terms and conditions of sale and delivery shall apply to all legal acts, such as but not limited to agreements regarding the sale and delivery of goods and the rendering of services by Tech2Com BV (hereinafter “Tech2Com”). More specifically, these general terms and conditions shall apply to the sale and delivery of remanufactured mobile phones, tablets and matching accessories (hereinafter the “Goods”).
1.2 Deviations from these Terms and Conditions shall only apply if Tech2Com has confirmed the aforementioned deviations in writing. Herewith, the applicability of the general terms and conditions of the contracting party (hereinafter the “Customer”) are explicitly excluded.
1.3 In case of total or partial nullity or otherwise invalidity of one or more stipulations of these conditions, the other stipulations shall remain in full force. Parties will draft a new provision in accordance with the spirit of these conditions.
1.4 No act or omission on the part of Tech2Com in relation to these terms and conditions (including whether or not the tacit acceptance of any deviation) will result in or be interpreted as the permanent waiver or limitation of any right of Tech2Com.
1.5 Communication between the Customer and Tech2Com by means of the internet and/or e-mail shall be considered as legally binding.
2.1 Offers made by Tech2Com are without engagement. An offer accepted by the Customer can be withdrawn by Tech2Com within 5 (five) working days after acceptance and without costs. Notwithstanding the provisions of article 2.5, offers accepted by the Customer can not be withdrawn without the written consent of Tech2Com. If Tech2Com agrees to cancellation of an order prior to delivery of the Goods, then the Customer shall be charged for all costs and expenses made by Tech2Com in connection with the execution of the order. This includes shipping cost and purchase cost of the ordered Goods. The Customer has no right to dissolve an agreement which has been fully executed.
2.2 An offer accepted by the Customer via the website of Tech2Com is only valid if the Customer has used the digital order form displayed on this website. Any agreement concluded in this manner is legally binding without any further written confirmation or signature being required.
2.3 Provided data, to the extent that no specific guarantees are given, will be deemed informative from which Tech2Com can deviate.
2.4 Tech2Com has the right to implement reasonable changes with regard to the number, quality and / or composition of the Goods to be delivered, as well as the manner in which the Goods are delivered or the place of delivery.
2.5 If the Customer is to be considered as a consumer, then the Customer has a reflection time of 30 (thirty) days after the conclusion of the agreement. Within this period, the Customer can dissolve the agreement in writing. If the Customer makes use of his right to terminate the agreement within this period, the agreement shall be deemed to have never existed. If Goods of Tech2Com have already been delivered to the Customer, then the Customer is obliged to return the Goods in accordance with Tech2Com’s instructions. These instructions are listed on Tech2Com’s website. The Customer does not have the legal right to dissolve the agreement if Tech2Com has delivered a product or service that by its nature cannot be returned.
DELIVERY OF GOODS
3. Pricing and payment
3.1 Prices are based on delivery DAP Tech2Com (Incoterms latest version) excluding packaging, taxes and surcharges.
3.2 In addition to the agreed upon prices, Tech2Com shall separately charge Customer for the Private Copying Levy (‘Thuiskopie heffing’) based on the Dutch copyright law (‘Auteurswet’), unless agreed otherwise in writing or if the levy is not applicable for the specific order.
3.3 Prices are in euro. If in a specific order prices in a different currency are used this shall be done based on the exchange rate against euro applicable on order date. If at the date of invoice this exchange rate deviates with 2.5 % or more, Tech2Com is entitled to fix the contract price anew based on the then applicable exchange rate.
3.4 In the event that the total cost price of the Goods increases with more than 2.5%, Tech2Com is entitled to raise the offered and/or agreed upon price. Aforementioned does not give Customer any right to (partial or total) termination of the contract.
3.5 Payment will be made in accordance with the payment method indicated on the website of Tech2Com (online payment method or direct bank transfer).
3.6 Tech2Com is at all times entitled to settle its claims on the Customer against any debt of Tech2Com or its group companies to the Customer.
3.7 In the event of non-payment or late payment, the Customer shall be liable to pay to Tech2Com legal interest as well as any and all extrajudicial (with a minimum of EUR 75,- or 15% of the amount due if this is higher) and judicial costs.
4.1 Delivery will be in accordance with DAP Tech2Com, Amstelveen, The Netherlands (Incoterms latest edition) unless otherwise agreed. Partial delivery is permitted.
4.2 From the moment of delivery all Goods, irrespective of any retention of title, are fully at the expense and risk of the Customer.
4.3 On delivery the Customer shall inspect the Goods and/or delivered services and perform all common entrance and quality checks and controls as Tech2Com may reasonably require. No claim for damage or shortcomings of Goods which could follow from such checks and controls, can be entertained unless notification of the shortage or damage is given to Tech2Com within 2 (two) business days from the date of delivery. In absence of the aforementioned, it is presumed the goods have been delivered in pristine conditions.
5. Delivery times
5.1 The dates or periods for the delivery of Goods take effect immediately after written confirmation by Tech2Com and after the agreed conditions have been met by the Customer such as but not limited to down payments.
5.2 Any dates, terms or periods for the delivery of goods or services are best estimates and approximates only and shall not constitute a fatal obligation binding on Tech2Com. Failure to deliver within such term does not constitute as a shortcoming and gives no right to dissolution or compensation of any damages incurred by the Customer or by third parties.
5.3 Tech2Com shall only be liable towards the Customer for damages and/or costs as a result of late delivery if and when Tech2Com is in default. Tech2Com’s maximum liability for late delivery is at all times limited to 2.5% of the total order value.
6. Passing of title and risk
6.1 Subject to 6.2, title to the Goods shall transfer to the Customer upon delivery.
6.2 Tech2Com retains ownership of all Goods until the full purchase price of the Goods, including but not limited to service costs owed by the Customer to Tech2Com are paid in full. The Customer is not entitled to re-sell, assign, pledge or grant any other legal rights on all or any of the goods to third parties. Regardless of the aforementioned, the Goods will be for the risk of the Customer after delivery or, in case the Customer arranges transport of the Goods itself, after the Goods have been picked up by or on behalf of the Customer.
6.3 If Customer does not comply with the applicable payment terms or if Tech2Com has reasonable doubt that the payment terms will be met, Tech2Com may at its sole discretion repossess the delivered Goods.
7.1 Tech2Com warrants that full title to the Goods is delivered and the Goods are in accordance with the contractual specifications and, during the Guarantee Period, are free from hardware defects. This guarantee is exclusive and in lieu of any implicit and/or statutory guarantee.
7.2 The applicable guarantee period (hereinafter the “Guarantee Period”) is 24 (twenty-four) months from delivery.
7.3 In the event a default occurs within the Guarantee Period which could not have been detected with common entrance and quality checks and controls, Tech2Com is obliged to make good any such default by either, at its own
discretion, repairing or replacing the Goods. This make good obligation is exclusive and specifically excludes any liability for damages and/or costs sustained by Customer as a consequence of such default in the Goods.
7.4 This guarantee is limited to hardware failure and does not apply to defects caused by normal wear and tear or external causes such as but not limited to water damage. The guarantee is also not applicable for periodic maintenance and repair/replacement of parts due to normal wear and tear. Every guarantee expires in case of a negligent or inadequate entrance and quality checks and controls, or in case of improper use or storage of the delivered Goods, such as but not limited to, use or handling in contradiction with given instructions, repairs made by third parties and the use of spare parts, consumables or materials not supplied or certified by Tech2Com.
7.5 In the event the Customer is not the end user of the supplied Goods, the additional replacement and/or repair costs which are caused by the fact that the Goods are not situated at the Customer’s location, such as but not limited to travel and transportation costs, are for the account of the Customer.
7.6 Warranty claims must be substantiated and submitted in writing to Tech2Com within eight days of discovery of the defect.
8. Dissolution and suspension
8.1 Tech2Com has the right to suspend further performance of its obligations if the Customer is in default with the performance of its contractual or any other obligations towards Tech2Com. Tech2Com then has the right to implement resulting price increases and term extensions.
8.2 In the event Tech2Com has reasonable doubt regarding the payment capacity of the Customer, Tech2Com is entitled to postpone all obligations under the contract until the Customer has provided sufficient security. Tech2Com is also entitled to demand additional security at all times.
8.3 In the event the Customer cannot meet its obligations under the aforementioned conditions or any other obligation within a reasonable period, Tech2Com is entitled to immediately terminate the contract without compensation of damages. In such case, the Customer shall be liable for all damage suffered by Tech2Com as a result of termination of the contract.
8.4 Notwithstanding the above, Tech2Com is entitled to terminate the contract without compensation of damages or suspend its performance in the event of (application for) bankruptcy, suspension of payments, withdrawal of operation or liquidation of the (company) of the Customer.
9.1 Tech2Com shall only be liable for damages, payments, losses, costs, expenses and liabilities incurred by Customer as a direct result of attributable failures by Tech2Com.
9.2 Any and all liability of Tech2Com, whether in contract or at law, ends at all times 24 (twenty-four) months from delivery.
9.3 Tech2Com’s maximum liability arising out of or in connection with this contract, whether in contract, tort or otherwise (including but not limited to damages resulting from product liability), shall be limited to the total order value.
9.4 In no event shall Tech2Com be liable for any indirect damages, such as but not limited to consequential damages, nor shall Tech2Com be liable for any failure to perform or any delay in the performance of its duties and obligations under an agreement caused by an event outside the reasonable control of Tech2Com (a force majeure) or if the non-performance or delay is due to the compliance of Tech2Com with binding rules and regulations under the applicable law.
9.5 The above exclusions or limitations of liability apply not only in contract but also in tort or otherwise at law. All exclusions and limitations of liability stipulated by Tech2Com also apply to auxiliary persons and employees.
9.6 The Customer indemnifies Tech2Com against all claims that exceed the above exclusions and limitations.
9.7 Parties have explicitly agreed upon aforementioned exclusions and restrictions of liability. The compensation of risk has explicitly been applied as a basis for the price-setting in these terms and conditions.
10. Intellectual property
10.1 Tech2Com retains, insofar as applicable, all intellectual property rights to the Goods, such as but not limited to designs, images, drawings, models and software.
11.1 The Customer expressly agrees that Tech2Com includes Customers’ name on its reference list and makes use of this reference for marketing purposes.
12. Applicable law / jurisdiction
12.1 These terms and conditions will be governed exclusively by and construed in accordance with the laws of the Netherlands without reference to its principles of conflicts of law.
12.2 Parties hereby irrevocably submit that all disputes will be subject to the exclusive jurisdiction of the Dutch civil court, district of Utrecht.