Welcome at the sales conditions page of
TUEX Experts in ExportTerms and Conditions
1. GENERAL
This website is owned and operated by TUEX Experts in Export.
The English version is the only legal binding version, the other versions are just for general information purposes.
TUEX Experts in Export is registered in The Netherlands at the Rotterdam Chamber of Commerce with number 243.08.200
Registered office and address: Post Office Box 1, 3360 AA, SLIEDRECHT, The Netherlands.
Email: info@TUEX.com.
TUEX Experts in Export has made all reasonable efforts to ensure that all information provided in or through this website is complete and accurate at the time of inclusion. However, there may be inadvertent and occasional errors or omissions, for which TUEX Experts in Export apologizes, but TUEX Experts in Export makes no representations or warranties about the accuracy or completeness of the information provided in or through this website, including any hypertext links or any other items used either directly or indirectly from this website. TUEX Experts in Export reserves the right to make changes and corrections at any time, without notice; it accepts no liability for any inaccuracies or omissions in this website; and any decisions based on information obtained from or though this website are the sole responsibility of the visitor. TUEX Experts in Export accepts no liability for any direct, special, indirect, or consequential damages, or any other losses, damages or other liability whatsoever resulting from whatever cause through any person's access, or inability to access this website, or through the use of, and/or reliance upon any information obtained either directly or indirectly from this website.
By using this website you agree to be bound by these Terms & Conditions, and you expressly consent to the collection, use and transfer of your information under the terms of this policy.
Nothing contained in this website shall be deemed to constitute a legally binding offer to enter a contract.
2. COPYRIGHT.
The names, images and logos identifying TUEX Experts in Export and their products and services are proprietary marks of TUEX Experts in Export.
All copyright, trade marks and other intellectual property rights in this site and all material or content supplied as part of the site shall remain at all times the property of TUEX Experts in Export. No license or any other right is granted to any other person in respect of any related intellectual property rights. Duplication of such documents is authorized for private and information purposes only and any other duplication or use thereof is expressly prohibited.
3. PRIVACY.
TUEX Experts in Export respects user privacy and operates under a strict EU privacy policy.
4. LINKS TO THIRD PARTIES.
This website contains links to other sites, for your convenience and information. This privacy statement does not apply to these sites and we are not responsible for the content and practices of these websites, and shall in no event endorse or make any representations about third-party websites.
Furthermore, TUEX Experts in Export does not endorse any products and/or services featured on any third party site. You should exercise caution and look at the privacy statement applicable to the site in question. Some third-party companies may choose to share their personal data with TUEX Experts in Export; that sharing is governed by that thirdparty company's privacy policy.
5. LIABILITY.
This site and the information, names, images, pictures, logos and icons relating to www.TUEX.com is provided "AS IS" and on an "AS AVAILABLE" basis without any representation or endorsement being made and without warranty of any kind, including but not limited to the implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security and accuracy.
TUEX Experts in Export does not warrant the accuracy or completeness of the information or the reliability of any statement or other information displayed or distributed through the site. You acknowledge that TUEX Experts in Export reserves the right, in its sole discretion, to correct any errors or omissions in any part of the site and to make changes to the site at any time without notice.
TUEX Experts in Export will be not liable for any loss or damage caused arising out of use of this site.
TUEX Experts in Export does not warrant that the functions contained in this site will be uninterrupted or error free or that defect will be corrected or that this site or the server that makes it available are free of viruses or bugs.
6. CHANGES.
We may occasionally update this privacy statement. We encourage you to periodically review this privacy statement to stay informed about how we are helping to protect the personal information we collect. Your continued use of the Site constitutes your agreement to the privacy statement and any updates.
STANDARD CONDITIONS OF SALE.
7. GENERAL.
(a) In these conditions references to "TUEX Experts in Export" are to [TUEX Experts in Export] and references to the "Purchaser" are to any person, firm or company with whom TUEX Experts in Export enters into any contract for the sale of Goods, whether directly or indirectly. "Contract" shall mean any contract between TUEX Experts in Export and the Purchaser for the sale and purchase of the Goods, incorporating these conditions. "Goods" shall mean the goods which are the subject of the Contract. "Special Items" shall mean Goods supplied by TUEX Experts in Export which are non-stock items. "Van Delivery Area" shall mean the area outlined as being the area within which TUEX Experts in Export will use its own vehicles to deliver the Goods to the Purchaser. Such area shall be notified to the Purchaser. Words in the singular shall include the plural and vice-versa. References to any gender shall include the other.
8. APPLICATION OF TERMS.
(a) All quotations are given and orders are accepted on these conditions which supersede any other terms appearing elsewhere and exclude and override any other terms or representations stipulated or incorporated or referred to by or on behalf of the Company or the Purchaser, whether in the order or in any negotiations and any course of dealing established between the Company and the Purchaser. These conditions shall apply to all contracts of TUEX Experts in Export for the sale of Goods. Unless expressly agreed in writing and signed by a director of TUEX Experts in Export, these conditions shall prevail over any inconsistent terms, communications or form of contract and in the event of a Purchaser's order containing or being subject to terms and conditions at variance with these conditions, these conditions shall prevail.
(b) A quotation by TUEX Experts in Export does not constitute an offer and TUEX Experts in Export reserves the right to withdraw or revise any quotation at any time prior to TUEX Experts in Export's acceptance of the Purchaser's order.
(c) All quotations exclude the cost of delivery unless otherwise expressly stated in writing by TUEX Experts in Export.
(d) Each order or acceptance of a quotation for Goods by the Purchaser from TUEX Experts in Export shall be deemed to be an offer by the Purchaser to buy Goods subject to these conditions.
(e) No order placed by the Purchaser shall be deemed to be accepted by TUEX Experts in Export until a written acknowledgement of order is issued by TUEX Experts in Export or (if earlier) TUEX Experts in Export delivers the Goods to the Purchaser.
(f) TUEX Experts in Export shall be under no obligation whatsoever to accept repeat or any other orders from the Purchaser.
(g) The Purchaser acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of TUEX Experts in Export which is not set out in the Contract. Nothing in this condition shall exclude or limit TUEX Experts in Export's liability for fraudulent misrepresentation.
(h) The Purchaser shall ensure that the terms of its order and any applicable specification are complete and accurate.
(i) Nothing in these conditions of sale shall affect the statutory rights of consumers.
9. PRICES.
(a) Unless otherwise agreed in writing the price for the Goods shall be as set out in TUEX Experts in Export's price list in force at the time the Goods are dispatched. Any increase in price between the date the Goods are ordered and the date they are dispatched shall be for the account of the Purchaser. The amount of any such increase shall be notified to the Purchaser.
(b) The price together with all other costs and charges are exclusive of any Value Added Tax, duties and levies which shall be payable by the Purchaser in addition to the price at the applicable rates. Subject to condition 6 below, the price shall include the cost of delivery.
(c) TUEX Experts in Export reserves the right to make a handling charge on any orders, the total invoice price of which (excluding VAT) is less than TUEX Experts in Export's small order value as notified to the Purchaser from time to time.
10. PAYMENT.
(a) Until such time as TUEX Experts in Export has confirmed credit account facilities in writing, payment shall be due in full in EURO's on or before delivery, without any set off, deduction or counterclaim.
(b) TUEX Experts in Export may at its discretion establish a credit account for the Purchaser (subject to receipt of references or such other conditions as TUEX Experts in Export sees fit). TUEX Experts in Export shall be entitled to refuse to establish or to continue such an account without providing any reason. If such an account is established and remains in operation, payment is due in full in EURO 30 days from the end of the month in which the invoice is dated. TUEX Experts in Export may at its discretion vary the credit limit from time to time.
(c) Time for payment shall be of the essence and no payment shall be deemed to have been received until TUEX Experts in Export has received cleared funds.
(d) A settlement discount may be allowed for payment made within 30 days from the end of the month in which the invoice is dated except on Value Added Tax or on such items marked on TUEX Experts in Export's quotation, acceptance order, or invoice as being "Strictly Nett." The amount of any settlement discount shall be determined by TUEX Experts in Export at its discretion and notified on TUEX Experts in Export's invoice/statement.
(e) TUEX Experts in Export may without prejudice to its other rights charge interest on any overdue accounts at the rate of 4% over the base rate of RABOBANK from time to time to be compounded monthly from the due date until payment in full is made both before and after judgment.
(f) TUEX Experts in Export reserves the right to claim interest under the Dutch Late Payment of Commercial Debts Act.
(g) If any amount payable to TUEX Experts in Export by the Purchaser on any account is left outstanding beyond the due date for payment, TUEX Experts in Export may suspend performance of its obligations under any or all contracts with the Purchaser. If any outstanding amount is overdue TUEX Experts in Export reserves the right strictly at its own discretion to treat any outstanding order as cancelled without incurring any costs or other liability as a result of such cancellation.
(h) The Purchaser shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Purchaser has a valid court order requiring an amount equal to such deduction to be paid by TUEX Experts in Export to the Purchaser.
(i) TUEX Experts in Export may request a sum to be paid by the Purchaser in advance. Any advance payments made by the Purchaser at TUEX Experts in Export's request shall be held by TUEX Experts in Export as a deposit and not a part payment. Any deposit is non refundable in the event of cancellation of the Contract by the Purchaser.
(j) The Purchaser shall pay to TUEX Experts in Export, in addition to other amounts payable hereunder, any costs reasonably incurred by TUEX Experts in Export (including without limitation, legal costs and fees of debt collection agencies) in recovering any amounts due to TUEX Experts in Export from the Purchaser pursuant to the Contract.
11. PROPERTY.
(a) Title to the Goods shall remain with TUEX Experts in Export until such time as TUEX Experts in Export has received: (i) all payments owing to TUEX Experts in Export under the Contract by the Purchaser; and (ii) all payments owing to TUEX Experts in Export by the Purchaser on any other account whatsoever have been paid in full.
This shall not prevent TUEX Experts in Export from taking any action for the price of the Goods.
(b) While the Goods are the property of TUEX Experts in Export, the Purchaser shall: (i) hold the Goods on a fiduciary basis as TUEX Experts in Export's bailey; (ii) store the Goods (at no cost to TUEX Experts in Export) separately from all other goods of the Purchaser or any third party in such a way that they remain readily identifiable as TUEX Experts in Export's property; (iii) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; (iv) keep the Goods safe and in satisfactory condition and insured on TUEX Experts in Export's behalf; and (v) not charge, pledge or deal with the Goods or allow any lien or other interest to arise over them.
(c) If any amount owing by the Purchaser to TUEX Experts in Export on any account is not paid or the Purchaser ceases or threatens to cease trading or is unable to pay its debts as they fall due, or has any receiver or liquidator appointed over any of its business or assets, or passes a resolution for winding-up, or is the subject of any application, petition or order for administration, winding-up, dissolution or bankruptcy, or enters into any composition or voluntary arrangements with its creditors or is subject to any similar event of insolvency in any other jurisdiction or TUEX Experts in Export reasonable suspects that the Purchaser is likely to be subject to any of the same then TUEX Experts in Export shall be entitled to the immediate return of all the Goods which are the property of TUEX Experts in Export.
(d) The Purchaser grants TUEX Experts in Export and its representatives an irrevocable right and license at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where TUEX Experts in Export is entitled to the immediate return of the Goods, to recover them.
12. CARRIAGE.
At the sole discretion of TUEX Experts in Export and provided always that delivery is made within the Van Delivery Area, the price of the Goods shall include the cost of delivery, packaging and insurance. Otherwise TUEX Experts in Export may choose the mode of transport and may charge for delivery and such services shall be for the account of the Purchaser. TUEX Experts in Export may also charge the delivery costs of any Special Items to the account of the Purchaser.
13. DELIVERY.
(a) TUEX Experts in Export shall use reasonable commercial endeavors to deliver the Goods in accordance with any dispatch date notified to the Purchaser and time of delivery shall not be of the essence. TUEX Experts in Export shall not be responsible for any delay by third party carriers.
(b) TUEX Experts in Export shall not be liable for any business interruption, loss of production, loss of profits, contracts, goodwill or anticipated savings, loss arising from any third party claims or any special, indirect or consequential loss (whether or not foreseeable) howsoever suffered by the Purchaser caused directly or indirectly by any delay in delivery of the Goods (even if caused by TUEX Experts in Export's negligence).
(c) If for any reason the Purchaser fails to accept delivery of any of the Goods when they are ready for delivery, or the Company is unable to deliver the Goods on time because the Purchaser has not provided appropriate instructions, documents, licenses or authorizations: (i) risk in the Goods shall pass to the Purchaser (including for loss or damage caused by TUEX Experts in Export's negligence); (ii) the Goods shall be deemed to have been delivered; and (iii) TUEX Experts in Export may store the Goods until delivery, whereupon the Purchaser shall be liable for all related costs and expenses (including, without limitation, storage and insurance) and TUEX Experts in Export shall be entitled to charge the Purchaser any increase in TUEX Experts in Export's list price of the Goods between the due date for dispatch or collection and the date on which dispatch or collection is actually affected.
(d) TUEX Experts in Export reserves the right to deliver the Goods by installments and to invoice for each installment separately. Each delivery shall constitute a separate Contract and any claim by the Purchaser relating to specific installments shall not of itself entitle the Purchaser to any remedy in respect to other installments.
(e) Where transportation is arranged by TUEX Experts in Export, delivery shall take place when TUEX Experts in Export or its carrier or agent unloads the Goods at the location specified by the Purchaser. Otherwise delivery shall take place when the Purchaser or its carrier or agent collects the Goods from TUEX Experts in Export's premises.
(f) The Purchaser shall provide at the location specified for delivery and at its expense adequate and appropriate equipment and manual labor for loading the Goods.
(g) If TUEX Experts in Export delivers to the Purchaser a quantity of Goods of up to 3% more or less than the quantity accepted by the Company, the Purchaser shall not be entitled to object to or reject the Goods or any of them by reason of the surplus or shortfall and shall pay for such goods at the pro rata Contract rate.
(h) Risk of loss or damage of any kind to the Goods (but not the title) shall pass to the Purchaser on delivery or, in the event that the Purchaser, its carrier or agent fail to collect the Goods on the due date for collection.
(i) Goods delivered in accordance with the Contract may not be returned without TUEX Experts in Export's express written agreement and subject to the Purchaser reimbursing all TUEX Experts in Export's costs relating to that Contract.
14. NON-DELIVERY.
(a) The quantity of any consignment of Goods as recorded by TUEX Experts in Export upon dispatch from TUEX Experts in Export's place of business shall be conclusive evidence of the quantity received by the Purchaser on delivery unless the Purchaser can provide conclusive evidence proving the contrary.
(b) TUEX Experts in Export shall not have any liability for short delivery, loss or damage to Goods occurring prior to delivery or for non-delivery (even if caused by TUEX Experts in Export's negligence) unless claims to that effect are notified verbally to the Company within 3 days of delivery and confirmed in writing to TUEX Experts in Export within 7 days of TUEX Experts in Export's invoice or advice note (in the case of non-delivery).
(c) Any liability of TUEX Experts in Export for short delivery, loss or damage to Goods occurring prior to delivery or non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods, at TUEX Experts in Export's discretion.
15. WARRANTY AND EXCLUSION . (a) Where TUEX Experts in Export is not the manufacturer of the Goods, TUEX Experts in Export will use its reasonable endeavors to assign the benefit of any warranty or guarantee it receives from its supplier to the Purchaser. TUEX Experts in Export accepts liability for any Goods sent for repair only while they are on TUEX Experts in Export's premises or in transit under TUEX Experts in Export's control.
(b) Where TUEX Experts in Export is the manufacturer of the Goods, it warrants that the Goods shall at the time of delivery meet its written specifications in all material respects.
(c) To the fullest extent permitted by law, TUEX Experts in Export shall not be liable for any business interruption, loss of production, loss of profit, contracts, goodwill or anticipated savings, loss arising from any third party claims or any special, indirect or consequential loss (whether or not foreseeable) in respect of defects in the nature of or the quality of any Goods supplied by TUEX Experts in Export whether or not caused by the negligence of TUEX Experts in Export it employees or agents.
(d) Nothing in these conditions shall exclude or limit the liability of TUEX Experts in Export for: (i) death or personal injury resulting from its negligence; (ii) for any matter which it would be illegal for TUEX Experts in Export to exclude or attempt to exclude its liability; or (iii) for fraud or fraudulent misrepresentation.
(e) Save as expressly provided in these conditions all terms, conditions, representations and warranties, (whether expressed or implied by statute common law or otherwise) relating to the sale of goods are excluded to the fullest extent permitted by law. The Goods are not sold by description or sample.
(f) Subject to any of the limitations or exclusions of liability in these conditions, the maximum aggregate liability of the Company, its employees and agents, for breach of any Contract and otherwise in connection with that Contract (including for any breach of any statutory duty and any tortuous act or omission, including negligence) shall so far as permitted by law be limited to the amount payable under the terms of the Contract.
16. THIRD PARTY CLAIMS.
(a) The Purchaser shall indemnify keep indemnified and hold harmless TUEX Experts in Export against any liability, whether or not foreseeable and howsoever arising, including without limitation, in contract, tort or as a breach of statutory duty, including damages penalties costs and expenses incurred by TUEX Experts in Export: (i) as a result of incorporating property (including but not limited to the materials) in the Goods; or applying any patent, registered design, unregistered design, copyright, trademark, trade name or design to the Goods; in each case on the Purchaser's instructions, suggestions or specifications, or complying with any other instructions, suggestions or specifications of the Purchaser relating to the Goods; and (ii) in relation to any third party claims arising from the use made of or dealings by the Purchaser in the Goods (irrespective of whether they involve the negligence of TUEX Experts in Export, its agents or employees), except if arising from TUEX Experts in Export's willful default.
(b) The Purchaser shall notify TUEX Experts in Export forthwith of any claim made or action brought or threatened alleging infringement of the rights of any third party. TUEX Experts in Export shall have control over and shall conduct any such proceedings in such manner as it shall determine. The Purchaser shall provide all such reasonable assistance in connection therewith as the Company may request.
17. CANCELLATION.
There can be no cancellation of an order by the Purchaser without TUEX Experts in Export's written consent. On cancellation of an order or in the event of other default by the Purchaser, a cancellation charge will be levied to reflect the costs incurred by TUEX Experts in Export prior to the date of cancellation. The Purchaser will indemnify TUEX Experts in Export in respect of any third party claims arising out of the Purchaser's repudiation or suspension of any order or orders.
18. DESCRIPTIVE MATTER AND ILLUSTRATIONS.
(a) All descriptive and forwarding specifications, drawings and particulars of weights and dimensions issued by TUEX Experts in Export are approximate only and are intended only to present a general idea of the Goods described therein and nothing contained in any of them shall form part of any contract with TUEX Experts in Export.
(b) TUEX Experts in Export reserves the right to vary the technique, design, construction and specifications of Goods without notice.
Such changes may result in slight variations in detail from the description or illustrations in Company literature which shall not entitle the Purchaser to rescind the Contract.
19. INTELLECTUAL PROPERTY.
(a) In these conditions "Intellectual Property Rights" means all or any intellectual and industrial property rights, including without limitation patents, copyright, design rights, trade marks, know how and confidential information, in each case whether registered, unregistered or in the process of being registered.
(b) With the exception of any Intellectual Property Rights in the Goods which are either owned by or licensed by a third party to the Purchaser, all Intellectual Property Rights in the Goods are and shall remain the absolute and exclusive property of TUEX Experts in Export.
(c) The Purchaser shall not use any trademarks or trade names applied to or used by TUEX Experts in Export in relation to the Goods in any manner not approved in advance in writing by TUEX Experts in Export.
20. FORCE MAJEURE.
(a) TUEX Experts in Export shall not be liable for any failure to comply with the Contract related to any circumstances whatsoever (whether or not involving TUEX Experts in Export's negligence) which are beyond TUEX Experts in Export's reasonable control and which prevent or restrict TUEX Experts in Export from complying with the Contract including (without limiting the foregoing) acts of God, civil commotion, war, strikes, lock-outs, industrial action, shortage of supplies, breakdown, transport delays, accidents, government action, fire, explosion, flood, epidemic, terrorism or criminal acts.
(b) TUEX Experts in Export can where reasonable in all the circumstances (whether or not involving TUEX Experts in Export's negligence) without liability suspend or terminate (in whole or in part) its obligations under the Contract, if TUEX Experts in Export's ability to manufacture, supply, deliver or acquire materials for the production of the Goods by TUEX Experts in Export's normal means is materially impaired.
21. MISCELLANEOUS.
(a) Nothing in this Contract is intended to confer on any third party (whether referred to herein by name, class, description or otherwise) any benefit or any right to enforce any provision contained in this Contract.
(b) Notices must be in writing to TUEX Experts in Export's or the Purchaser's address and are deemed delivered on the first working day after sending by hand or (subject to confirmation of transmission) by telex or facsimile, or on the third working day after being placed prepaid in the first class post to the Purchaser's or TUEX Experts in Export's Dutch address. Qualified acceptances by the Purchaser on delivery notes shall not constitute notice of any claim or acceptance by TUEX Experts in Export of any such qualification.
(c) No waiver of these conditions shall be valid unless agreed in writing by a director of TUEX Experts in Export. Any delay or failure of TUEX Experts in Export to insist upon the strict performance of any of the terms and conditions of the Contract shall not be construed as a waiver of any such term or condition and shall in no way affect TUEX Experts in Export's right to enforce such provision later.
(d) If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, void able, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, void ness, void ability, unenforceability or unreasonableness be deemed sever able and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
(e) The Contract may not be assigned by the Purchaser without TUEX Experts in Export's prior written consent.
(f) The provisions of conditions 13, 18 and 19(a) shall survive any termination of the Contract.
(g) No remedy conferred by any of the provisions of the Contract is intended to be exclusive of any other remedy, except as expressly provided in the Contract and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing in law or in equity or by statute or otherwise.
22. GOVERNING LAW AND JURISDICTION.
The Contract shall be governed and construed in accordance with Dutch Law. The Purchaser submits to the exclusive jurisdiction of the Dutch Courts and Dutch is enforced as the only language in any court of competent jurisdiction.
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