Tapir B.V. Roald Amundsenstraat 11 7825 AP Emmen T 0591 390 059 info@tapir.nl IBAN NL51ABNA0484901478 BIC ABNANL2A KvK 04054455 BTW NL814456005B01

Date        November 21, 2022
Subject   General terms and conditions of sale, delivery and payment of Tapir BV

Article 1.

1. These Terms and Conditions apply and form an inseparable part of all offers, quotations and deliveries of Tapir to and between another party, to the extent that these conditions have not been expressly deviated from by the parties in writing.
2. If these conditions are deviated from by the parties in writing, such deviation will only apply to the relevant agreement and not to subsequent agreements.
3. It is at Tapir’s discretion to assess, or at any rate decide, whether to invoke any of the provisions in question. Any waiver thereof shall not imply any right or rejection of compensation and shall be without prejudice to all remedies at law. Any waiver of provision by Tapir does not automatically apply to future orders, agreements or arrangements.
4. The applicability of any purchasing or other conditions of the Other Party is expressly rejected.
5. If one or more provisions in these Terms and Conditions are at any time deemed invalid or void in whole or in part, the remaining provisions of these Terms and Conditions will remain fully applicable. Tapir and the Other Party will then consult to agree on new provisions to replace the void or invalid provisions, taking into account as much as possible the purpose and intent of the original provisions.
6. Agreements with personnel and/or third parties working for Tapir are not binding for Tapir, unless otherwise confirmed by Tapir in writing.

Article 2.

Offers

1. All offers made by Tapir are, unless agreed otherwise, without obligation and not binding, unless a deadline for acceptance is set in the quotation. An offer or quotation will expire if the product, the work to be conducted or services to which the offer or quotation relates, are no longer generally available respectively are no longer supplied by Tapir in the meantime. Quotations issued by Tapir have a validity period of no more than 10 days, unless indicated otherwise.

1. Samples, images, catalogues and the like provided to the Other Party are subject to production changes and are therefore not binding.
2. The Other Party will first determine whether a product recommended by Tapir meets its requirements.
3. Tapir cannot be held to its quotations or offers if the Other Party can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or clerical error.
4. If the acceptance (whether or not on minor points) deviates from the quote included in the quotation or offer, Tapir shall not be bound by it. In this case, the Agreement will not be concluded in accordance with deviating acceptance, unless Tapir indicates otherwise.
5. A compound quotation does not oblige Tapir to carry out part of the assignment at a corresponding part of the quoted price. Offers or Quotations do not automatically apply to future orders.

Article 3.

Prices

All prices quoted by Tapir are exclusive of VAT and ex works and exclusive of any costs to be incurred within the framework of the Agreement, including travel and accommodation, shipping and administration costs, unless agreed otherwise.
If one or more cost price factors undergo an increase after the offer date, even if it is due to foreseeable circumstances, TAPIR shall be entitled to modify the agreed price accordingly.
The aforementioned cost price factors are deemed to include inter alia taxes, excise duties, import duties, freight charges, devaluation, revaluation and raw material prices.

Article 4.

Delivery

Tapir applies delivery conditions. Depending on the content of the Agreements and the arrangements made between Tapir and the Other Party, delivery will take place according to the delivery method determined by Tapir in accordance its internal operational management. The delivery is then deemed to have taken place:

1. by either the receipt of the goods by the Other Party.
2. or, in the case of shipping through the intervention of a carrier, by the transfer of those goods to the carrier.
3. or otherwise as described by Tapir.

Article 5.

Amendment of Agreement

1. If, during the performance of the Agreement, it appears that it is necessary for performance of the Agreement to amend or supplement it, the parties will amend the Agreement in a timely manner and in mutual consultation. If the nature, scope or content of the Agreement is changed, whether or not at the request or indication of the Other Party, this may have consequences for the originally agreed amount. Tapir will give as much advance notice of this as possible. An amendment to the Agreement may also change the originally specified delivery period. The Other Party accepts the possibility of amending the Agreement, including the change in price and period of delivery.
2. If, after the Agreement has been entered into and wishes or requirements arise on the part of the Other Party with regard to the goods to be delivered that were not already included in the Agreement or were not taken into account, these additional wishes or requirements will only be met by Tapir, insofar as they are accepted by Tapir, on the basis of subsequent calculation, unless agreed otherwise in writing.
3. If the Agreement is expressly amended, Tapir is entitled to carry it out only after the competent person within Tapir has given their consent and the Other Party has agreed to the price and other conditions specified for the implementation, including the time that will then be determined for the implementation. Failure to execute or not immediately execute the amended agreement does not constitute a default by Tapir nor is it grounds for the Other Party to terminate or dissolve the Agreement. Without thereafter being in default, Tapir may refuse a request to amend the Agreement.

Article 6.

Suspension

1. In the event of force majeure, Tapir shall be entitled to, without judicial intervention, either to suspend the performance of the Agreement for a maximum of 3 months, or to dissolve the Agreement in whole or in part, without being liable for any compensation, if the Other Party fails to comply properly or on time with any obligation, arising for them from the agreement(s) entered into with Tapir, or, if there is serious doubt as to whether the Other Party is able to fulfil his contractual obligations, Tapir shall be entitled, without any notice of default and without judicial intervention, to either suspend the performance of the relevant agreements for a maximum of 3 months, or to dissolve them in whole or in part, without being liable for any compensation and without prejudice to its other rights.
2. As long as invoices due remain unpaid by the Other Party, Tapir is entitled to suspend its obligations. During the suspension Tapir is entitled, and at the end thereof it is obliged, to opt either for performance or for full or partial termination of the suspended agreement (s).
3. Furthermore, Tapir is authorised to terminate the Agreement if circumstances occur that are attributable to the Other Party and are of such a nature that compliance with the Agreement is impossible or if other circumstances arise that are of such a nature that Tapir cannot reasonably be expected to maintain the Agreement unchanged.
4.  

Article 7.

Force majeure

1. Tapir is not obliged to fulfil any obligation towards the Other Party if it is hindered to do so as a result of a circumstance that is not attributable to fault and which is not for its account pursuant to the law, a legal act or generally accepted views. Force majeure includes: a shortcoming on the part of Tapir, which cannot be attributed to its fault, as a result of which the fulfilment of the Agreement is temporarily or permanently hindered, as well as to the extent not already included therein, war, risk of war, riot, natural disasters, strikes, lockouts, transport problems, fire and other serious disruptions in the business of Tapir or its suppliers.
2. Tapir may suspend its obligations under the Agreement during the period of force majeure. If this period lasts longer than two months, either party shall be entitled to terminate the Agreement, without any obligation to pay damages to the Other Party.
3. Insofar as Tapir has meanwhile partially fulfilled its obligations under the Agreement at the time of the occurrence of force majeure or will be able to fulfil them, and the part already fulfilled or to be fulfilled has independent value, Tapir shall be entitled to invoice the part already fulfilled or to be fulfilled separately. The Other Party shall be obliged to pay this invoice as if it were a separate Agreement.

Article 8.

Delivery time

1. The specified delivery times will never be considered as deadlines, unless explicitly agreed otherwise. In the event of late delivery, Tapir must be given written notice of default, and this does not give the Other Party an immediate right to terminate or dissolve the Agreement.
2. Tapir must be given a reasonable period of time to still fulfil the Agreement. If a notice of default with a reasonable period is not given, the Other Party will be obliged to compensate Tapir for the damages suffered as a result. This includes, for example, costs incurred for the purchase of materials.

Article 9.

Purchase

1. In the event of late delivery, the Other Party has the right to an additional delivery period of 8 business days, commencing the first business day following that on which it receives a written demand for delivery from Tapir.
2. If the Other Party also fails to take delivery within the additional period, Tapir has the right to dissolve or cancel the Agreement without judicial intervention by simple notification to the Other Party.
3. In the event that the goods are not delivered or delivered late, Tapir shall be entitled to claim compensation for all damages that it has incurred and may incur in the future as a result of late delivery. Tapir is not obliged to compensate the damage suffered by the Other Party as a result.

Article 10.

Termination and cancellation

1. If the Agreement is dissolved or cancelled by the Other Party, Tapir’s claims against the Other Party will be immediately due and payable, including the costs already incurred by Tapir such as material costs, labour costs and other business losses suffered by Tapir as a result.
2. If Tapir suspends the fulfilment of its obligations, it shall retain its claims under the law and the Agreement.
3. If Tapir proceeds to dissolution or cancellation, it is in no way obliged to pay compensation for damages and costs as a result in any way.
4. If the dissolution is imputable to the Other Party, Tapir is entitled to compensation for the damages, including the costs of legal assistance thereby incurred directly and indirectly.
5. In the event of liquidation, of (application for) suspension of payments or bankruptcy, of attachment - if and to the extent that the attachment has not been lifted within three months - at the expense of the Other Party, of debt restructuring or any other circumstance due to which the Other Party can no longer freely dispose of its assets, Tapir shall be free to terminate the Agreement with immediate effect without any obligation on its part to pay any damages or compensation. Tapir’s claims on the Other Party will in that case be immediately due and payable.
6. If the Other Party fully or partially cancels an order that has been placed, the goods ordered or prepared for it, plus any supply and delivery costs thereof and the working hours reserved for the performance of the Agreement will be charged to the Other Party.

Article 11.

Retention of title

1. All delivered goods, including tape, adhesive tape, paper, labels, stickers, equipment, machinery and finished products, to which a Tapir product is applied or incorporated, remain the full property of Tapir until such time as all claims against the Other Party, arising from agreements entered into between the Parties have been paid in full. Until full payment is made, the goods will be held by the Other Party in such a way that that they can be recognised as the property of Tapir.
2. Goods delivered by Tapir which are subject to retention of title pursuant to Paragraph 1, may not be resold and may never be used as means of payment. The Other Party is not authorised to pledge or in any other way encumber the goods falling under the retention of title.
3. The Other Party must always do everything that can reasonably be expected of it to secure Tapir’s property rights.

Article 12.

Payment

1. If not expressly agreed otherwise in writing, invoices must be paid in Euro within 30 days of the invoice date.
2. All payments must be made without deduction or set-off to the account designated by Tapir.
3. If the Other Party does not pay within the agreed period, it is deemed to be legally in default and Tapir has the right, without any notice of default, to charge it the statutory interest from the due date, increased by any surcharges by Tapir’s bank. Tapir is also entitled to claim extrajudicial costs in addition to the purchase price and interest.
4. Tapir has the right to apply the payments made by the Other Party firstly to reduce the costs, then to reduce the interest due and finally to reduce the principal sum and current interest.
5. The Other Party will never be entitled to set-off any amounts owed to Tapir.
6. Objections to the amount of an invoice do not suspend the payment obligation. The Other Party who is not entitled to invoke Section 6.5.3 (Articles 231 up to 247 book 6 Dutch Civil Code (BW)) is also not entitled to suspend payment of an invoice for any other reason.
7. If the Other Party defaults or is in default of the (timely) fulfilment of its obligations, all costs incurred to obtain extrajudicial payment out of court shall be borne by the Other Party. Any judicial and execution costs incurred will also be recovered from the Other Party. The Other Party shall also owe interest over the collection costs owed.
8. Unless explicitly agreed upon in writing, payment of the invoice shall be made in full.
9. Where payment in instalments has been agreed, the delivery time may be suspended by as many days the payment term is exceeded by the Other Party. In addition, if a subsequent delivery is outstanding, Tapir is not obliged to deliver until the previous past due invoice(s) is (are) paid in full.
10. If the payment term is structurally exceeded, Tapir may unilaterally decide to charge the delivery costs of the goods to be delivered in a subsequent order to the Other Party in advance.

Article 13.

Complaints

1. The period for complaints ends 14 days after receipt of the goods or performance of the services. In the event of a complaint, the Other Party shall not be entitled to suspend its payment obligation.
2. Batches, rejected by the Other Party for qualitative reasons and taken back by Tapir, will not be a legal ground for compensation and Tapir will only be obliged to replace them within a reasonable period to be determined by it. Goods may be returned only with Tapir’s explicit consent.

Article 14.

Information to be provided by the Other Party

1. Correct intelligence and information from the Other Party is necessary for the correct application of the material. This relates in particular to the question as to what material, in what capacity and for what purpose the material will be used by the Other Party. This information must be provided by the Other Party as completely as possible. Including the type, the intended manner of use and any deviations in the material.
2. Tapir bears no responsibility for the information provided. It advises on the basis of the information obtained from the Other Party. Should this subsequently turn out to be incorrect and/or incomplete or should there be deviations in the material that were not reported or of which Tapir could not have been aware, as a result of which the delivered goods of Tapir do not function properly, the Other Party will bear the full risk thereof, including any (consequential) damages.
3. Tapir is not obliged to actively investigate the intended use by the Other Party or whether it processes the delivered material correctly (see Article 15).
4. If agreed, Tapir will, on the basis the information provided by the Other Party and a substrate supplied by the Other Party of the material on which it will use the delivered goods, a so-called adhesion test. This test expressly only considers the technical aspects of the goods to be delivered by Tapir on the substrate provided by the Other Party. No rights can be derived from this by the Other Party. Tapir guarantees the adhesive strength in accordance to the outcome of the test, but only when the goods to be delivered are used on the same type of substrate. Any bending or deviations in the material or application thereof not mentioned to Tapir will be for the account and risk of the Other Party.
5. The Other Party must check at all times whether the delivered goods are suitable for the purpose intended by it.

Article 15.

Processing

1. The Other Party is responsible for the processing of the material. In addition, the Other Party is obliged to comply with Tapir’s general processing instructions (to be found at, e.g., at www.Tapir.nl) and to ascertain the contents thereof, which can be provided on request. The Other Party is deemed to be familiar with these if they are not enclosed with the delivery. If requested, Tapir can provide further instructions on the processing.
2. Failure to comply with the processing instructions will result in loss of the right to any compensation on the part of the Other Party.

Article 16.

Guarantees

1. Tapir guarantees the functioning of the goods to be delivered, provided that the obligations of the Other Party as mentioned in Articles 14 and 15 as well as the obligation of the Other Party to investigate and notify are fulfilled, but no guarantee is provided on the connection itself.
2. The guarantee on the processing and the technical specifications of the goods to be provided by the Manufacturer only applies when the Other Party processes the material in accordance with Tapir’s and/or the Supplier’s processing instructions. No guarantee is provided on all other properties of the goods.
3. The Other Party also has no claim to warranty if the defect has emerged due to or as a result of circumstances beyond Tapir’s control, including improper processing or application of the good, weather conditions (such as but not limited to, extreme rainfall, frost, vibrations or temperatures) et cetera.
4. The Other Party shall be obliged to examine the delivered goods, or have them examined, immediately at the time at which the goods are made available to it. In addition, the Other Party shall examine whether the quality and/or quantity of the goods delivered corresponds to what has been agreed and meets the requirements the Parties have agreed upon in this regard. Any visible defects must be reported in writing to Tapir immediately, but in any case no later than within seven days after delivery. Any invisible defects must be reported in writing to Tapir immediately, but in any case no later than within fourteen days of their discovery. The report must contain as detailed a description as possible of the defect, so that Tapir is able to respond adequately. The Other Party must give Tapir the opportunity to investigate a complaint or have a complaint investigated and, to the extent that the complaint is well-founded, to give Tapir the opportunity to resolve the underlying defect within 30 days following that investigation.
5. A timely complaint by the Other Party will not suspend its payment obligation. The Other Party shall in that case also remain obliged to take delivery of and pay for the other goods ordered.
6. If a defect is reported later, the Other Party will no longer be entitled to repair, replacement or compensation.
7. If a defect is reported later, the Other Party will no longer be entitled to repair, replacement or compensation.
8. If it is established that a complaint is unfounded, the costs thereby incurred, including research costs on the part of Tapir, will be borne by the Other Party.
9. Notwithstanding the statutory limitation period, the limitation period of all claims and defences vis-à-vis Tapir and the third parties involved by Tapir in the performance execution of an Agreement is one year.

Article 17.

Liability

1. Tapir’s liability is expressly limited to compliance with the content of the Agreement and is limited to what is regulated in the provision.
2. Tapir is not liable for the quality of the application of the goods delivered.
3. If the Other Party holds an employee of Tapir or third parties who carry out work on behalf of Tapir liable, they may also invoke all the provisions of these terms and conditions as if they were parties to the Agreement.
4. Tapir is not liable for damages, of any kind whatsoever, occurred because Tapir has relied on incorrect and/or incomplete information provided by or on behalf of the Other Party.
5. If Tapir should be liable for any damage, Tapir’s liability shall be limited up to a maximum of the invoice value of the order, or at least that part of the order to which the liability relates.
6. Tapir’s liability shall in any case be limited to the amount paid by its insurer in the relevant case.
7. Tapir is only liable for direct damage.
8. Tapir is never liable for indirect damage, including consequential damages, such as loss of profit, missed savings and damage due to company stagnation.
9. The legal claim on account of a defect is not admissible if the Other Party has not given Tapir written and reasoned notice of default with expeditious speed, being within 2 weeks after it discovered or reasonably should have discovered it.
10. The right of claim on account of a defect will expire 3 months after the written notice of default.

Article 18.

Transfer of risk

The risk of loss, damage or reduction in value will pass to the Other Party at the moment when goods, including delivered or installed work, are brought under the control of the Other Party.

Article 19.

Indemnity

The Other Party shall indemnify Tapir against any claims from third parties who suffer damage in connection with the performance of the Agreement and for which the cause is attributable to others than Tapir. I f Tapir is sued by third parties on that basis, the Other Party is obliged to assist Tapir both extra-judicially and judicially and to immediately do all that may be expected of it in that case. Should the Other Party fail to take adequate measures, Tapir shall be entitled, without notice of default, to do so itself. All costs and damages suffered by Tapir and third parties as a result will be at the expense and risk of the Other Party.

Article 20.

Deviations

1. Minor deviations in colour printing cannot be a reason for rejection. The delivery of 10% more or less than the quantities ordered is allowed OR permitted. Greater or smaller quantities shall be charged at the unit price.
2. Minor deviations in quality, colour, age, thickness, etc., shall not give reason for rejection. When assessing whether a delivery falls beyond the permissible limits, the average must be taken from the delivery.

Article 21.

Disputes

All disputes, including those disputes regarded as such by only one of the parties, which may arise between the parties as a result of an Agreement to which these Terms and Conditions apply in full or in part, or as a result of further agreements, which are a consequence of those agreements, will be subject exclusively to the discretion of the District Court of Noord-Nederland, location Assen, without prejudice to Tapir’s right to summon the Other Party to appear before the Judge of his domicile.

Article 22.

Applicable law

 
Download General sales, deliveries and terms of payment Tapir BV

Dutch law is exclusively applicable to the legal relationship between the Other Party and Tapir.

Deposit date November 21, 2022, Tapir BV, KvK nr: 04054455