Our company details:
HEXCHANGE (trade name of TCC Spares B.V.)
De Wetering 24
VAT number: NL852912407B01
Chamber of Commerce: 58179097
Article 1. Applicability
These General Sales Terms and Conditions apply to HEXCHANGE, located in Oosterhout. It is expressly agreed that these General Sales and Delivery Conditions between HEXCHANGE and the buyer always take precedence over and exclude the applicability of any conditions and/or provisions used by the buyer, of any nature whatsoever, even if precedence has been stipulated in those conditions and/or provisions, which will not be accepted by HEXCHANGE. If, however, based on reasonableness and fairness or the unreasonably onerous nature, no appeal can be made to any provision of these conditions, the provision concerned will, in terms of content and scope, have as much corresponding meaning as possible, so that an appeal can be made to it.
Article 2. Quotes and Prices
All quotes, offers, and prices issued by HEXCHANGE, even those mentioned in catalogs and price lists, are always non-binding and exclusive of VAT unless expressly agreed otherwise. HEXCHANGE is entitled to pass on changes in the cost price, such as wage increases, increased material prices, exchange rate changes, changes in sales tax, unforeseen price increases from suppliers, or any other increases or changes, even if an order has been confirmed in writing and/or an agreement has already been made. The prices agreed upon in our ERP system and with the customer are always leading.
Article 3. Delivery Time
The indicated delivery times are entirely non-binding and do not apply in any case of force majeure of any kind. HEXCHANGE accepts no liability for exceeding the term. The buyer is not entitled to cancel the order or dissolve the agreement or suspend the fulfillment of his obligations if the delivery time is exceeded.
Article 4. Force Majeure
If HEXCHANGE is unable, due to force majeure, to fulfill one or more of its obligations, it has the right to declare the agreement wholly or partially dissolved without judicial intervention or to suspend its execution wholly or partially without being liable for any compensation. Force majeure includes, but is not limited to: war, threat of war, and riots, obstructive or restrictive measures by domestic and foreign governments, fire, sabotage, strikes, transportation blockages, supplier failures, and other unforeseeable circumstances making the execution of the order or agreement temporarily or permanently impossible.
Article 5. Payment
Payment by private customers must be made in advance directly through the HEXCHANGE webshop. Companies, after written permission, can pay on account, without any deduction of discount and without the right to set off debts. Disputes of any nature never grant the buyer the right to refuse and/or suspend payments. If a corporate customer has not paid within the agreed period after the invoice date, they are in default by operation of law without further notice or summons, and HEXCHANGE is entitled to terminate the agreement, notwithstanding its other rights under law, agreement, and these terms. HEXCHANGE is then entitled to cease all its activities for this customer with immediate effect, without being liable in any way to this customer.
Article 6. Dissolution
If the buyer does not or not properly or not promptly fulfill any obligation arising from the agreement concluded with HEXCHANGE, as well as in case of bankruptcy, suspension of payment, cessation, or liquidation of the company, the buyer is deemed to be in default by operation of law, and HEXCHANGE has the right, without any notice of default and without judicial intervention, to consider the existing agreements between HEXCHANGE and the buyer (to the extent that they have not yet been executed) as dissolved and to demand payment from the buyer for the work already performed and costs incurred and damages caused by the buyer's default.
Article 7. Retention of Title
All goods delivered by HEXCHANGE to the buyer remain the property of HEXCHANGE until all amounts owed by the buyer for any reason whatsoever have been fully paid. The delivered goods can always be taken back by HEXCHANGE as long as no full payment has been made, and the buyer is then obliged to immediately return these goods to HEXCHANGE free of charge upon first demand. The buyer is not entitled to dispose of the goods in any way that would affect the aforementioned retention of title by HEXCHANGE.
Article 8. Copyright
It is not permitted to wholly or partially adopt or reproduce brochures, catalogs, price lists, other writings, information carriers, and software issued by HEXCHANGE without her express prior consent. HEXCHANGE accepts no liability for any errors or incorrect data in these writings.
Article 9. Technical Data
The images, drawings, view shipments/samples, sizes, weights, load capacities, chemical resistance, and other technical specifications provided by HEXCHANGE are primarily based on data from the suppliers represented by HEXCHANGE. These data are not binding but are intended to give a general representation. Deviations from such provided data give no right to complain.
Article 10. Exclusion of Liability
HEXCHANGE accepts no liability for defects in goods that she has obtained from suppliers or otherwise. Instead, she will assign and transfer to the buyer all claims that she can assert in this respect. HEXCHANGE accepts no liability for damage of any kind or in any form whatsoever, resulting from services in the broadest sense of the word, including advice and/or information. The buyer undertakes to indemnify HEXCHANGE for any claim for compensation against HEXCHANGE regarding or in connection with the goods delivered by HEXCHANGE to the buyer.
Article 11. Disputes
Only Dutch law applies to all agreements concluded between HEXCHANGE and the buyer. The competent court is exclusively entitled to take cognizance of all disputes between HEXCHANGE and the buyer.
Oosterhout, June 19, 2013