Terms and Conditions

Article 1 General Provisions

The provisions of these general terms and conditions apply to every offer and every agreement between Tobrix B.V. and a buyer or contracting party to which Tobrix B.V. has declared these terms and conditions applicable, unless the parties have expressly deviated from these terms and conditions in writing.
Tobrix B.V. is not bound by the General Terms and Conditions that the buyer has declared applicable, unless Tobrix B.V. has expressly accepted those terms in writing. In the event that the buyer has declared its General Terms and Conditions generally applicable to its order and/or agreements, the General Terms and Conditions of Tobrix B.V. shall prevail, unless otherwise agreed in writing.
If one or more provisions in these General Terms and Conditions are void or are declared void, the remaining provisions of these General Terms and Conditions shall remain fully applicable.

Article 2 Offers and Quotations

Quotes issued by Tobrix B.V. are non-binding; they are valid for thirty days, unless otherwise indicated. Tobrix B.V. is bound by the quotes only if the buyer confirms acceptance in writing within thirty days.
Delivery times stated in Tobrix B.V.’s quotations are approximate and do not entitle the buyer to terminate the agreement or claim damages if they are exceeded, unless expressly agreed otherwise.
The prices in the aforementioned offers and quotations are exclusive of VAT.
If the acceptance differs (on minor points) from the offer included in the quotation, Tobrix B.V. is not bound by it. In that case, the agreement is not concluded in accordance with this deviating acceptance, unless Tobrix B.V. indicates otherwise.
A composite quotation does not oblige Tobrix B.V. to deliver a portion of the items included in the offer or quotation for a corresponding portion of the quoted price.

Article 3 Delivery

Delivery is made ex warehouse of Tobrix B.V.
The buyer is obligated to accept the goods at the time Tobrix B.V. delivers them to the buyer or arranges for their delivery, or at the time they are made available to the buyer in accordance with the agreement.
If the goods are delivered, Tobrix B.V. is entitled to charge any delivery fees. These will then be invoiced separately, unless otherwise stated. For orders under €500, shipping costs will always be charged.
Tobrix B.V. handles deliveries to the ground floor and to upper floors if an elevator or ramp is available. If no elevator or ramp is available, the buyer must arrange for transport from the ground floor to the upper floor on their own.
5. If Tobrix B.V. has specified a delivery timeframe, it is indicative. A specified delivery time is therefore never a strict deadline. If a timeframe is exceeded, the buyer must give Tobrix B.V. written notice of default.
6. Tobrix B.V. is entitled to deliver the goods in partial shipments, unless otherwise agreed upon or if the partial shipment has no independent value. Tobrix B.V. is entitled to invoice the goods delivered in this manner separately.

Article 4: Investigations, Complaints

The buyer is obligated to inspect the delivered goods at the time of delivery, but in any case as soon as possible. In doing so, the buyer must verify whether the quality and quantity of the delivered goods correspond to what was agreed upon, or at least meet the standards applicable in normal (commercial) practice.
Any visible defects or shortages must be reported in writing to Tobrix B.V. within three days of delivery. Non-visible defects or shortages must be reported within three weeks of discovery, but no later than 12 months after delivery.
If a complaint is filed in a timely manner pursuant to the preceding paragraph, the buyer remains obligated to accept and pay for the purchased goods. If the buyer wishes to return defective goods, this must be done with the prior written consent of Tobrix B.V. and in the manner specified by Tobrix B.V.

Article 5 Payment

Payment must be made within 7 days of the invoice date, in the manner specified by Tobrix B.V. and in the currency in which the invoice is issued, unless otherwise specified in the purchase agreement or signed quotation. Disputes regarding the amount of the invoices do not suspend the obligation to pay.
If the buyer fails to make payment within 7 days, the buyer shall be deemed to be in default by operation of law. In that case, the buyer shall owe interest at a rate of 1% per month, unless the statutory interest rate is higher, in which case the statutory interest rate shall apply. Interest on the amount due shall be calculated from the moment the buyer is in default until the full amount has been paid.
In the event of the buyer’s liquidation, bankruptcy, seizure of assets, or suspension of payments, Tobrix B.V.’s claims against the buyer shall become immediately due and payable.
Tobrix B.V. has the right to apply payments made by the buyer first toward the costs, then toward any accrued interest, and finally toward the principal and current interest.

Tobrix B.V. may, without thereby being in default, refuse an offer of payment if the buyer specifies a different order of allocation.

Tobrix B.V. may refuse full repayment of the principal if the past-due and accrued interest, as well as the costs, are not also paid.

Article 6 Retention of Title

All goods delivered by Tobrix B.V., including any designs, sketches, drawings, films, software, (electronic) files, etc., remain the property of Tobrix B.V. until the buyer has fulfilled all obligations arising from all agreements entered into with Tobrix B.V.
The buyer is not authorized to pledge the goods subject to retention of title or to encumber them in any other way.
If third parties seize the goods delivered under retention of title or seek to establish or assert rights thereto, the buyer is obligated to notify Tobrix B.V. of this as soon as may reasonably be expected.
The buyer agrees to insure and keep insured the goods delivered under retention of title against all risks, such as fire, explosion, and water damage, as well as theft, and to make the insurance policy available for inspection upon first request.
In the event that Tobrix B.V. wishes to exercise its rights of ownership as specified in this article, the buyer hereby grants Tobrix B.V. or to third parties designated by Tobrix B.V. to enter all locations where Tobrix B.V.’s property is located and to take those items back.

Article 7 Warranty

Tobrix B.V. warrants that the goods to be delivered meet the customary requirements and standards applicable to them and are free from any defects whatsoever.
The warranty referred to in paragraph 1 also applies if the goods to be delivered are intended for use abroad and the buyer has expressly notified Tobrix B.V. in writing of this intended use at the time the agreement was entered into.
The warranty referred to in paragraph 1 applies for a period of 12 months following delivery.
If the goods to be delivered do not comply with these warranties, Tobrix B.V. will, at its discretion, either replace the goods within a reasonable period after receipt thereof or—if return is not reasonably possible—upon written notification of the defect by the buyer, replace the item or arrange for its repair. In the event of replacement, the buyer hereby agrees to return the replaced item to Tobrix B.V. and to transfer ownership thereof to Tobrix B.V.
The warranty referred to herein does not apply if the defect arose as a result of improper or inappropriate use, or if, without the written consent of Tobrix B.V., the buyer or third parties have made or attempted to make modifications to the item or have used it for purposes for which it is not intended.
If the warranty provided by Tobrix B.V. pertains to an item manufactured by a third party, the warranty is limited to that provided by the manufacturer of the item.

Article 8 Collection Costs

If the buyer is in default or fails to fulfill one or more of its obligations, all reasonable costs incurred in obtaining satisfaction out of court shall be borne by the buyer. If the buyer fails to pay a sum of money on time, the buyer shall forfeit a penalty of 15% of the outstanding amount, which becomes immediately due and payable. This penalty shall be subject to a minimum of €50.00.
If Tobrix B.V. has incurred higher costs that were reasonably necessary, these costs are also eligible for reimbursement.
Any reasonable legal and enforcement costs incurred shall also be borne by the buyer.
The buyer is liable to pay interest on the collection costs incurred.

Article 9 Suspension and Termination

Tobrix B.V. is authorized to suspend performance of its obligations or to terminate the agreement if:

– The Buyer fails to fulfill its obligations under the agreement, or fails to do so in full.

– the buyer was requested, upon conclusion of the agreement, to provide security for the fulfillment of its obligations under the agreement, and such security has not been provided or is insufficient. Once security has been provided, the right to suspend performance shall lapse, unless such fulfillment has been unreasonably delayed as a result.

Furthermore, Tobrix B.V. is authorized to terminate the agreement (or have it terminated) terminate the agreement if circumstances arise that are of such a nature that performance of the agreement is impossible or can no longer reasonably be expected according to standards of reasonableness and fairness, or if other circumstances arise that are of such a nature that continued enforcement of the agreement without modification cannot reasonably be expected.
If the agreement is terminated, Tobrix B.V.’s claims against the buyer become immediately due and payable. If Tobrix B.V. suspends performance of its obligations, it retains its rights under the law and the agreement.
Tobrix B.V. reserves the right to claim damages at all times.

Article 10 Liability

If goods delivered by Tobrix B.V. are defective, Tobrix B.V.’s liability toward the buyer is limited to the provisions set forth in the “Warranties” section of these terms and conditions.
If Tobrix B.V. is liable for direct damages, such liability is limited to a maximum of twice the invoice amount, or that portion of the agreement to which the liability relates, up to a maximum of €10,000 (in words: ten thousand euros).
“Direct damages” are exclusively defined as:

– the reasonable costs incurred in determining the cause and extent of the damage, to the extent that such determination relates to damage as defined in these terms and conditions;

– any reasonable costs incurred to bring Tobrix B.V.’s defective performance into compliance with the agreement, unless such defect cannot be attributed to Tobrix B.V.;

– reasonable costs incurred to prevent or limit damage, to the extent that the buyer demonstrates that these costs resulted in a reduction of direct damage as referred to in these general terms and conditions.

Tobrix B.V. shall never be liable for indirect damages, including consequential damages, lost profits, lost savings, and damages resulting from business interruption.
The limitations on liability for direct damages set forth in these terms and conditions do not apply if the damages are attributable to willful misconduct or gross negligence on the part of Tobrix B.V. or its executive subordinates.

Article 11 Transfer of Risk

The risk of loss or damage to the products that are the subject of the agreement passes to the buyer at the moment they are legally and/or physically delivered to the buyer and thereby brought under the control of the buyer or a third party designated by the buyer.

Article 12 Force Majeure

The parties are not obligated to fulfill any obligation if they are prevented from doing so as a result of circumstances that are not attributable to their fault and for which they are not liable under the law, a legal act, or generally accepted commercial practices.
For the purposes of these general terms and conditions, “force majeure” means, in addition to what is understood by that term in law and case law, all external causes, whether foreseeable or unforeseeable, over which Tobrix B.V. has no control, but which prevent Tobrix B.V. from fulfilling its obligations. This includes strikes at Tobrix B.V.’s facilities.
Tobrix B.V. also has the right to invoke force majeure if the circumstance preventing (further) performance occurs after Tobrix B.V. was required to fulfill its obligation.
The parties may suspend their obligations under the agreement for the duration of the force majeure event. If this period lasts longer than two months, either party is entitled to terminate the agreement without being obligated to compensate the other party for damages.

Article 13 Intellectual Property and Copyrights

All intellectual property rights relating to the goods and services supplied by Tobrix B.V., in the broadest sense of the term, are vested in Tobrix B.V.
The buyer is not permitted to make any changes to the goods, unless the nature of the goods delivered dictates otherwise or otherwise agreed in writing.

Article 14 Confidentiality

Both parties are obligated to maintain the confidentiality of all confidential information they have obtained from each other or from other sources in connection with their agreement. Information is considered confidential if a party has designated it as such or if this is evident from the nature of the information.
If, pursuant to a statutory provision or a court ruling, Tobrix B.V. is required to disclose confidential information to third parties designated by law or by the competent court, and Tobrix B.V. cannot invoke a right to refuse to disclose that is recognized or permitted by law or by the competent court, then Tobrix B.V. shall not be liable for damages or compensation, and the other party shall not be entitled to terminate the agreement on the grounds of any damages arising therefrom.

Article 15 Disputes

The court in the city where Tobrix B.V. is headquartered shall have exclusive jurisdiction to hear disputes, unless the small claims court has jurisdiction. Nevertheless, Tobrix B.V. has the right to submit the dispute to the court with jurisdiction under the law.
The parties shall not bring a matter before a court until they have made every effort to settle the dispute through mutual agreement.

Article 16 Governing Law

Every agreement between Tobrix B.V. and the buyer is governed by Dutch law. The Vienna Convention on Contracts for the International Sale of Goods is expressly excluded.

The terms and conditions in effect at the time the agreement was concluded shall always apply.

June 2023.