Business Terms and Conditions

Article 1: General

1.1 Unless expressly agreed otherwise in writing, these terms and conditions apply to every agreement and all further agreements between TJM Supplies B.V. and the customer. Deviations must be expressly agreed in writing.

1.2 In these terms and conditions, “customer” means any (legal) person who enters into or wishes to enter into an agreement with TJM Supplies B.V. “Agreement” also includes any (legal) act in preparation for or in performance thereof, including offers, quotations, letters of intent and order confirmations.

1.3 The applicability of purchasing conditions or other conditions used by the customer is expressly rejected.

1.4 If one or more provisions of these terms and conditions are at any time wholly or partly void or are annulled, the remaining provisions of these terms and conditions will remain fully applicable. TJM Supplies B.V. and the customer will then consult on new provisions to replace the void or annulled provisions, taking into account as far as possible the purpose and intent of the original provisions.

1.5 If there is any ambiguity regarding the interpretation of one or more provisions of these terms and conditions, the interpretation must be made “in the spirit” of these provisions. If a situation arises between the parties that is not regulated in these terms and conditions, this situation must also be assessed in the spirit of these terms and conditions.

1.6 If TJM Supplies B.V. has not always applied or required strict compliance with these terms and conditions, or has not done so in a particular situation, this does not mean that their provisions do not apply or that TJM Supplies B.V. would in any way lose the right to apply or require strict compliance with the provisions of these terms and conditions in other cases.

1.7 To the extent that the agreement between TJM Supplies B.V. and the customer contains provisions that conflict with these general terms and conditions, the provisions of the agreement prevail.

Article 2: Offer and acceptance, agreement

2.1 All offers and quotations of TJM Supplies B.V. are without obligation. They are valid for 14 days, unless stated otherwise. Furthermore, all offers and quotations are revocable, regardless of whether they contain a period for acceptance and regardless of whether the offer has already been accepted by the customer.

2.2 All oral additions, commitments or changes to offers, quotations and agreements are only binding if they have been made by authorized persons of TJM Supplies B.V. and to the extent that this has been done expressly and in writing.

2.3 An offer or quotation lapses if the product or service to which it relates is no longer available in the meantime.

2.4 The agreement is concluded by the customer’s acceptance of the offer of TJM Supplies B.V. If the agreement is concluded electronically, TJM Supplies B.V. will confirm receipt of the acceptance of the offer as soon as possible.

2.5 If the acceptance deviates from the offer included in the proposal or quotation, whether or not on minor points, TJM Supplies B.V. is not bound by it. The agreement is then not concluded, unless TJM Supplies B.V. indicates otherwise.

2.6 A composite offer or quotation does not oblige TJM Supplies B.V. to perform part of the agreement for a corresponding part of the stated price.

2.7 TJM Supplies B.V. is at all times entitled, before performing (further), to demand security from the customer that both payment obligations and other obligations will be met.

2.8 If a sample or model has been shown or provided to the customer, it is presumed to have been provided only as an indication, unless it is expressly agreed that the product to be delivered will correspond to it.

Article 3: Delivery, risk, performance of work/services

3.1 The delivery period stated by TJM Supplies B.V., or the period for performing the work/services (such periods referred to as the “delivery period”), is not a strict deadline. TJM Supplies B.V. will, however, observe the delivery period as far as possible. The mere expiry of the delivery period therefore does not constitute default, and the customer must give TJM Supplies B.V. written notice of default and offer a reasonable period to still perform the agreement. Exceeding the delivery period does not in any case entitle the customer to compensation.

3.2 If a delivery period has not been expressly agreed, a reasonable delivery period applies, calculated from the moment the agreement is concluded.

3.3 TJM Supplies B.V. has the right to have certain work performed by third parties.

3.4 TJM Supplies B.V. has the right at all times to deliver in parts, each of which it may invoice separately. TJM Supplies B.V. may suspend delivery of subsequent parts until the customer has approved the preceding parts.

3.5 In all cases, shipment and/or transport of delivered goods takes place at the expense and risk of the customer. Goods are therefore at the customer’s risk as soon as they have been offered for shipment by TJM Supplies B.V. The choice of means of transport is up to TJM Supplies B.V.

3.6 If the customer does not take delivery of the goods to be delivered or the work/services to be performed, or does not do so on time or properly, the customer will be in default without notice of default and TJM Supplies B.V. is in any case entitled to invoice the agreed price. TJM Supplies B.V. is then also entitled to store the goods to be delivered at the customer’s expense and risk.

3.7 The customer enables TJM Supplies B.V. to perform the work/services, which in any case means that the customer ensures that:

– the place where the work/services are to be performed and the access to it are easily accessible;

– TJM Supplies B.V. has the facilities required for the work/services, including but not limited to connection options for the required energy.

Article 4: Prices

4.1 An agreement is concluded at the prices applicable at the time the agreement is concluded. Unless expressly stated otherwise in writing, all prices in offers, quotations, agreements and (pro forma) invoices are exclusive of VAT, transport and/or shipping costs, travel and accommodation costs, installation costs, assembly costs, administration costs and other costs to be incurred in connection with the delivery, as well as levies and/or taxes payable to the government. Unless agreed otherwise, prices are based on delivery ex warehouse/storage facility.

4.2 TJM Supplies B.V. is entitled to change its prices at any time, provided that prices already agreed can only be changed if the cost-determining factors on which the prices are based have changed since the conclusion of the agreement and before delivery.

4.3 If the customer cancels a placed order in whole or in part, the goods ordered or prepared for it, plus any costs of supply, removal and delivery thereof and the working time reserved for the performance of the agreement, will be charged to the customer in full.

4.4 Additional work and reduced work may be charged to the customer, even if a fixed price has been agreed.

This may for example be the case:

– in the event of changes to the agreement or to the conditions of performance;

– if it turns out that the expected amount of work was underestimated to such an extent when the agreement was entered into that TJM Supplies B.V. cannot reasonably be required to perform at the originally agreed price;

– if employees of TJM Supplies B.V. or third parties engaged by TJM Supplies B.V. have to wait more than 2 hour(s) before they can carry out their work, in which case a reasonable hourly rate may be charged;

– in the event of deviations from the amounts of provisional sums and from chargeable and estimated quantities.

4.5 If the total of the reduced work exceeds that of the additional work, TJM Supplies B.V. is entitled to an amount equal to 10% of the difference between the totals.

Article 5: Payment and collection costs

5.1 Payment must be made in the currency in which the invoice was issued, without any deduction, discount or set-off, within the payment term of 14 days stated on the invoice, unless agreed otherwise. This payment term is a strict deadline. The customer is not entitled to invoke suspension. TJM Supplies B.V. may demand payment before delivery has taken place or before the (final) invoice has been sent.

5.2 If payment is not made on time, the customer is in default by operation of law and owes interest on the outstanding amount of 1% per month or – at the option of TJM Supplies B.V. – at the statutory commercial interest rate. The full judicial costs are borne by the customer. The extrajudicial costs amount to 15% of the outstanding amount, with a minimum of €250. The customer also owes interest on these and other costs.

5.3 TJM Supplies B.V. has the right to apply payments made by the customer first to reduce the costs, then to reduce the accrued interest and finally to reduce the principal sum and current interest. TJM Supplies B.V. may, without being in default, refuse an offer of payment if the customer designates a different order for the allocation of the payment. TJM Supplies B.V. may refuse full repayment of the principal sum if the accrued and current interest and collection costs are not also paid.

5.4 Any dispute of the invoice must – without prejudice to the other provisions of this article – be made within 8 days of the invoice date. Disputes must be submitted in writing and do not suspend the customer’s payment obligation.

Article 6: Returns, complaints and warranty

6.1 Without its prior written consent, TJM Supplies B.V. is not obliged to accept a return shipment from the customer. The risk of returned goods remains with the customer until they have been credited by TJM Supplies B.V. Crediting takes place after deduction of 20% of the price of the returned goods, with a minimum of €75. The credit does not include work already performed and costs already incurred by TJM Supplies B.V.

6.2 In the event of a return shipment or complaint, the customer is not entitled to suspend its payment obligations. In that case, the customer also remains obliged to take delivery of and pay for the other goods ordered.

6.3 The customer is obliged to inspect (or have inspected) what has been delivered at the moment the goods are made available to it or the relevant work has been performed. In doing so, the customer must examine whether the quality and/or quantity of what has been delivered corresponds to what has been agreed and meets the requirements agreed between the parties in this respect. Any visible defects must be reported to TJM Supplies B.V. in writing within 8 days of delivery. Any non-visible defects must be reported to TJM Supplies B.V. in writing as soon as possible, but in any case no later than eight days after their discovery. The report must contain as detailed a description of the defect as possible, so that TJM Supplies B.V. is able to respond adequately. The customer must give TJM Supplies B.V. the opportunity to investigate (or have investigated) a complaint. If the customer does not comply with the aforementioned obligations, the quantity and quality are deemed to have been accepted by the customer. The customer is then no longer entitled to repair, replacement or compensation.

6.4 If a complaint has been made on time and in accordance with these terms and conditions and it has been sufficiently demonstrated, in the reasonable opinion of TJM Supplies B.V., that the goods or the work/services performed are defective, TJM Supplies B.V. will have the choice either to deliver the defective goods again free of charge or to perform the defective work/services again free of charge, or to repair them, or to grant a discount on the price. By fulfilling one of the aforementioned performances, TJM Supplies B.V. will have fully discharged its warranty obligation and will not be obliged to pay any further compensation. Replaced goods or parts become the property of TJM Supplies B.V. and must be returned by the customer immediately at the first request of TJM Supplies B.V., unless TJM Supplies B.V. indicates otherwise.

6.5 The warranty provided by TJM Supplies B.V. on goods is limited to the warranty provided by the manufacturer of those goods.

6.6 If it is established that a complaint is unfounded, the costs incurred as a result on the part of TJM Supplies B.V., including investigation costs, will be borne in full by the customer.

6.7 Any form of warranty lapses if a defect has arisen as a result of or results from improper or incorrect use, incorrect storage or maintenance by the customer and/or third parties, and/or if the customer or third parties have made or attempted to make changes to the item without the written consent of TJM Supplies B.V., have attached other items to it that should not be attached, or if these have been attached, processed or treated in a manner other than the prescribed manner.

6.8 Nor is the customer entitled to warranty if the defect has arisen from or is the result of circumstances over which TJM Supplies B.V. has no influence, including weather conditions (such as, for example but not exclusively, extreme rainfall or temperatures).

6.9 After the warranty period has expired, all costs of repair or replacement, including administration, shipping and call-out costs, will be charged to the customer.

Article 7: Liability

7.1 If TJM Supplies B.V. should be liable to the customer, that liability is limited to what is regulated in this article.

7.2 The liability of TJM Supplies B.V. is at all times limited to a maximum of one and a half times the invoice value of the order excluding VAT, or at least to the part of the order to which the liability relates.

The liability of TJM Supplies B.V. is in any event always limited to the amount paid out by its insurer in the relevant case of damage.

7.3 TJM Supplies B.V. is only liable for direct damage resulting from – to be demonstrated by the customer – gross negligence or intent on the part of TJM Supplies B.V. and/or its managerial subordinates belonging to its management in the performance of the obligations arising from the agreement concluded between TJM Supplies B.V. and the customer.

Direct damage is understood to mean exclusively the reasonable costs of determining the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions, any reasonable costs incurred to make the defective performance of TJM Supplies B.V. conform to the agreement, insofar as these can be attributed to TJM Supplies B.V., and reasonable costs incurred to prevent or limit damage, insofar as the customer demonstrates that these costs have led to a limitation of direct damage as referred to in these general terms and conditions.

7.4 TJM Supplies B.V. is never liable for:

– indirect damage of any kind, including consequential damage, loss of profit, missed savings

and damage due to business interruption; and/or

– non-material damage suffered by the customer or a third party because TJM Supplies B.V. or a person for whom it is liable by law fails to perform the agreement.

– The customer is solely responsible for declaring waste management, packaging, battery information, etc. in its region.
Legislation and requirements vary by EU region. Declarations may apply to electronic devices, batteries, packaging, etc. Reporting such information is the full responsibility of the customer.

7.5 In any case, damage caused by the following is at the expense and risk of the customer:

– incorrect and/or incomplete information provided by the customer;

– errors and/or defects in constructions and working methods required by the customer, as well as in drawings, calculations, specifications, execution instructions and the like provided by the customer;

– the non-delivery or late delivery of the items mentioned in the previous dash;

– defects in or unsuitability of items originating from the customer or prescribed by it, including the immovable property on, in or to which the work is carried out or the services are performed;

– work/services performed and/or deliveries made by the customer or by third parties on its behalf;

– loss of materials, parts and/or tools supplied for the work/services, including damage to these items;

– defective performance of the agreement attributable to the customer, prescribed subcontractors and/or other auxiliary persons;

– unlawful acts of subcontractors and/or other auxiliary persons engaged by TJM Supplies B.V. and/or by the customer;

– the design originating from TJM Supplies B.V., if and insofar as it has been approved by the customer.

7.6 The customer must indemnify TJM Supplies B.V. and hold it harmless against all claims by third parties, on whatever grounds, for compensation of damage, costs, interest and/or losses arising from performances provided by TJM Supplies B.V. If TJM Supplies B.V. should nevertheless be held liable, the provisions of the previous paragraphs remain fully applicable. TJM Supplies B.V. then has a right of recourse against the customer for the entire amount it has paid in respect of compensation and costs.

7.7 If TJM Supplies B.V. should be held liable by third parties, the customer is obliged to assist TJM Supplies B.V. both out of court and in court and to do immediately everything that may be expected of it in that case.

Should the customer fail to take adequate measures, TJM Supplies B.V. is entitled, without notice of default, to take such measures itself. All costs and damage on the part of TJM Supplies B.V. and third parties arising as a result will be entirely at the expense and risk of the customer.

7.8 The provisions of this article also apply for the benefit of all (legal) persons used by TJM Supplies B.V. in the performance of the agreement.

7.9 Any right to claim compensation lapses in any case after six months have passed since receipt of the delivered goods or since the performance of the relevant work/services.

Article 8: Force majeure (non-attributable failure)

8.1 If TJM Supplies B.V. is prevented from performing the agreement due to force majeure, or if performance is made more costly due to force majeure, TJM Supplies B.V. has the right to suspend the agreement for the duration of the force majeure situation, or to dissolve it in whole or in part, without being obliged to pay any compensation. TJM Supplies B.V. also has the right to invoke force majeure if the circumstance preventing (further) performance of the agreement occurs after it should have fulfilled its obligations.

8.2 In addition to what is understood by it in law and case law, “force majeure” means any circumstance, whether foreseen or unforeseen, over which TJM Supplies B.V. has no influence and as a result of which TJM Supplies B.V. is unable to fulfil its obligations. Such circumstances in any case include strikes, excessive staff absence due to illness, transport difficulties, fire and other business disruptions, late or defective supply by suppliers of TJM Supplies B.V. and other events beyond the control of TJM Supplies B.V., such as floods and storms, but also changing legislation or government measures.

Article 9: Suspension, dissolution and termination

9.1 In the event of non-payment of a due amount, non-fulfilment, incomplete and/or late fulfilment of any other obligation under an agreement, suspension of payment, (application for) a moratorium, (application for) bankruptcy, attachment, placement under guardianship, death, liquidation of the customer’s business or other circumstances as a result of which the customer can no longer freely dispose of its assets, TJM Supplies B.V. has the right, without notice of default and without judicial intervention, to dissolve the agreement in whole or in part with immediate effect and to reclaim as its property anything that may have been delivered and not yet paid for in full, offsetting any amount already paid, without being obliged to pay compensation and without prejudice to its right to compensation. If TJM Supplies B.V. proceeds to dissolution, all its claims against the customer become due and payable immediately and in full, without prior notice of default being required.

9.2 In addition, TJM Supplies B.V. is entitled to suspend the fulfilment of its obligations or to dissolve the agreement if:

– after the conclusion of the agreement, circumstances that have come to the attention of TJM Supplies B.V. give good reason to fear that the customer will not fulfil its obligations;

– the customer was asked, when concluding the agreement or thereafter, to provide security for the fulfilment of its obligations under the agreement and this security is not provided or is insufficient;

– due to the delay on the part of the customer, TJM Supplies B.V. can no longer be required to perform the agreement under the originally agreed conditions;

– circumstances arise that are of such a nature that performance of the agreement is impossible, or if other circumstances arise that are of such a nature that TJM Supplies B.V. cannot reasonably be expected to maintain the agreement unchanged.

9.3 If the agreement is dissolved, the claims of TJM Supplies B.V. against the customer become immediately due and payable. If TJM Supplies B.V. suspends the fulfilment of its obligations, it retains its rights under the law and the agreement.

9.4 If TJM Supplies B.V. proceeds to suspension or dissolution, it is not obliged to compensate for any damage and costs that may arise as a result.

9.5 If TJM Supplies B.V. has entered into an agreement with the customer for an indefinite period, TJM Supplies B.V. has the right to terminate the agreement without giving reasons with effect from the end of a calendar month, subject to a notice period of one month.

Article 10: Intellectual property, know-how, confidentiality and samples

10.1 Quotations, samples, reports, advice, diagrams, designs, drawings and/or other documents belonging to an offer or quotation or relating to an agreement are and remain the property of TJM Supplies B.V. and may not – except with the prior written consent of its management – be made public, copied, used, imitated or offered to third parties, in whole or in part. Nor may the technology shown be used to improve the customer’s own products, work and services. All information originating from TJM Supplies B.V. must be treated confidentially. The aforementioned documents must be returned at the first request of TJM Supplies B.V., without any copy, in any form whatsoever, being retained. The customer is liable for all damage and costs of TJM Supplies B.V. resulting from a breach of the prohibitions described above.

10.2 TJM Supplies B.V. takes all reasonable precautions to prevent goods delivered and/or work/services performed by it from infringing any intellectual property right of a third party. If, nevertheless, as a result of culpable conduct on the part of TJM Supplies B.V. and/or its managerial subordinates, such a right is infringed, TJM Supplies B.V. has the right, without prejudice to the provisions of article 7 and at its own discretion, either to replace or modify the relevant item or the work/services performed, or to acquire the right to continue the use of the delivered goods or the work/services performed, or to dissolve the agreement in whole or in part against repayment of the price paid by the customer for these goods/work/services, less a reasonable amount for depreciation. All of this provided that the provisions of article 10.3 have been complied with.

10.3 The customer must immediately notify TJM Supplies B.V. in writing of any claim or measure based on the assertion that the use of the goods delivered or the work/services performed by TJM Supplies B.V. infringes any intellectual property right and/or right to know-how of a third party.

10.4 If intellectual property rights arise in the performance of the agreement between TJM Supplies B.V. and the customer, the intellectual property rights, including copyright, are vested in TJM Supplies B.V. Insofar as the intellectual property rights are vested in the customer by law, the customer transfers these intellectual property rights in advance to TJM Supplies B.V., will if necessary cooperate in this transfer and furthermore grants in advance an irrevocable power of attorney with which TJM Supplies B.V. can do everything necessary to vest the intellectual property rights in TJM Supplies B.V. To the extent permitted by law, the customer waives any moral rights that remain vested in the customer, or the customer undertakes not to exercise these moral rights in the course of business.

10.5 If TJM Supplies B.V. grants the customer a right of use, this is always on the basis of a non-exclusive and non-transferable licence, which is limited to the agreed use. In the absence of a previously agreed period of use, the right to use the intellectual property rights of TJM Supplies B.V. is in any case limited to the duration of the agreement between TJM Supplies B.V. and the customer, or to the period during which the customer purchases products from TJM Supplies B.V. A licence from TJM Supplies B.V. can be terminated at any time with immediate effect, without TJM Supplies B.V. owing the customer any form of compensation.

10.6 After the termination, dissolution or ending of a long-term business relationship between the customer and TJM Supplies B.V., the customer will, at the first request of TJM Supplies B.V., ensure that no economic connection between TJM Supplies B.V. and the customer is assumed in the course of business. To this end, the customer will perform all necessary actions, including but not limited to:

a) Ceasing the use of distinctive signs of TJM Supplies B.V. in the course of business, such as a domain name of the customer;

b) Ceasing the use of, and transferring to TJM Supplies B.V., a domain name, trade name or trademark that contains a distinctive sign of TJM Supplies B.V.;

c) Avoiding advertising messages that create a risk of confusion, such as the use of distinctive signs similar to a distinctive sign of TJM Supplies B.V.;

d) Supplying goods bearing a distinctive sign of TJM Supplies B.V. at the same price at which the customer purchased these goods from TJM Supplies B.V.

10.7 In the event of a breach of articles 10.1, 10.3, 10.4 and 10.6, the customer will, without any notice of default being required, owe TJM Supplies B.V. a penalty of €50.000,00 per breach, without prejudice to the right of TJM Supplies B.V. to additionally claim full compensation including interest and costs. A penalty paid or owed does not reduce any compensation owed, including interest and costs. TJM Supplies B.V. and the customer hereby expressly deviate from the provisions of article 92, paragraph 2, of Book 6 of the Dutch Civil Code.

Article 11: Retention of title

11.1 TJM Supplies B.V. remains the owner of all goods sold and/or delivered by it, including sketches, designs, software, films, (electronic) files, etc., as well as of any rights to be granted or transferred, until the moment the customer has fully complied with all obligations under the agreements concluded with TJM Supplies B.V., and until the moment the claims for failure to perform such agreements have been paid in full. Before full payment has been made, the customer may not pledge the goods in whole or in part to third parties, otherwise encumber them or transfer the ownership rights other than in the normal course of its business. The customer will store the goods delivered under retention of title with due care and as recognizable property of TJM Supplies B.V. and will furthermore do or refrain from doing everything that may reasonably be expected to safeguard the ownership rights of TJM Supplies B.V.

11.2 If third parties seize the goods delivered under retention of title or wish to establish or assert rights to them, the customer is obliged to inform TJM Supplies B.V. of this immediately.

11.3 The customer undertakes to insure and keep insured the goods delivered under retention of title against fire, explosion and water damage as well as against theft. The customer will make the policy of this insurance available to TJM Supplies B.V. for inspection at its first request. In the event of any insurance payment, TJM Supplies B.V. is entitled to these monies. Insofar as necessary, the customer undertakes in advance towards TJM Supplies B.V. to cooperate in everything that may be necessary or desirable in that context.

11.4 In the event that TJM Supplies B.V. wishes to exercise the ownership rights referred to in this article, the customer gives TJM Supplies B.V. and third parties to be designated by TJM Supplies B.V. unconditional and irrevocable permission in advance to enter all places where the property of TJM Supplies B.V. is located (or should be located) and to take back those goods, even if it is necessary to dismantle them or otherwise detach them for this purpose.

Article 12: Privacy

12.1 When TJM Supplies B.V. or the customer obtains personal data provided by the other party during the performance of the agreement and processes this personal data, it will process the personal data in a proper and careful manner and comply with the statutory provisions arising from the General Data Protection Regulation.

12.2 If TJM Supplies B.V. or the customer is designated as a processor within the meaning of the General Data Protection Regulation, TJM Supplies B.V. and the customer will agree in writing on a data processing agreement that complies with the provisions of the General Data Protection Regulation.

12.3 TJM Supplies B.V. and the customer will inform each other within five (5) working days of every request and/or every complaint from the supervisory authority or the data subject regarding the personal data processed in the performance of the agreement. TJM Supplies B.V. and the customer will provide each other with the cooperation required to comply with the requests of data subjects or the supervisory authority.

12.4 The customer indemnifies TJM Supplies B.V. against administrative sanctions, remedial sanctions and punitive sanctions imposed on TJM Supplies B.V. in the context of processing operations carried out by TJM Supplies B.V. in the performance of the agreement.

Article 13: Transferability of rights and obligations

13.1 The customer cannot transfer claims against TJM Supplies B.V., on whatever grounds, to a third party. Such claims are expressly non-transferable. This clause has proprietary effect within the meaning of article 83, paragraph 2, of Book 3 of the Dutch Civil Code.

13.2 The customer is not permitted to transfer any obligation under the agreement and/or these general terms and conditions to a third party without the prior written approval of TJM Supplies B.V.

Article 14: (Partial) nullity or voidability

Should a provision in these general terms and conditions be void or voidable, this does not result in these general terms and conditions being void or voidable in their entirety, or in another provision thereof being (partly) void or voidable. If a provision in these general terms and conditions should be void or voidable (and subsequently annulled), it is deemed to have been replaced by TJM Supplies B.V. with a valid provision that most closely approximates the intent of the void or annulled provision.

Article 15: Applicable law and competent court

15.1 All legal relationships between the customer and TJM Supplies B.V., including agreements and these terms and conditions, are governed exclusively by Dutch law, even if an obligation has been performed wholly or partly outside the Netherlands or if the customer is domiciled or established abroad. The applicability of the Vienna Sales Convention 1980 (CISG) is excluded.

15.2 All disputes arising between the customer and TJM Supplies B.V. will, unless mandatory law prescribes otherwise, be settled exclusively by the competent court of the District Court of Overijssel (Rechtbank Overijssel), Zwolle location. Nevertheless, TJM Supplies B.V. has the right to submit the dispute to the court that is competent by law.

Article 16: Amendment and translation of these terms and conditions

16.1 TJM Supplies B.V. has the right to amend these general terms and conditions. The customer is deemed to have accepted every amendment to these general terms and conditions, unless TJM Supplies B.V. has received the customer’s written objections within seven days of written notification of the amendments by TJM Supplies B.V.

16.2 The Dutch text of these terms and conditions is always decisive for their interpretation.

Special conditions regarding rental

Article A: General

A.1 Articles B et seq. of these terms and conditions apply in addition to articles 1 to 16 inclusive of these terms and conditions in the event that TJM Supplies B.V. (also) acts as a lessor. If and insofar as the special conditions deviate from articles 1 to 16 inclusive, the special conditions prevail.

A.2 In these terms and conditions, “lessee” means any (legal) person who enters into or wishes to enter into a rental agreement with TJM Supplies B.V. for the rental of equipment. “Equipment” means audiovisual equipment and accessories, in the broadest sense of the word, and any other items that TJM Supplies B.V. may rent out.

Article B: Duration of the rental agreement

B.1 The rental period commences on the day on which the equipment is made available to the lessee from the warehouse or – if the transport of the equipment is arranged by TJM Supplies B.V. – is delivered to the lessee.

B.2 The rental period ends at the end of the day on which the lessee has returned the equipment complete and undamaged to TJM Supplies B.V. or – if the return transport is arranged by TJM Supplies B.V. – has made it available to TJM Supplies B.V.

Article C: Use

C.1 All equipment is set up and equipped for normal use in the Netherlands. During the rental period, the lessee must keep the equipment as a good lessee and use it in accordance with its normal purpose.

C.2 The lessee must in any case ensure that the equipment is not lost, destroyed or exposed to damage. At the end of the rental period, the lessee must return the equipment to TJM Supplies B.V. in good condition and complete. If the equipment is not returned complete and undamaged, the costs of replacement and repair are borne by the lessee. These costs will be offset against any deposits paid. Insofar as an amount payable to TJM Supplies B.V. remains after offsetting, it will be invoiced separately to the lessee.

C.3 The lessee is not permitted to move the equipment outside the Netherlands without the prior written consent of TJM Supplies B.V., or to sublet it, re-let it or otherwise make it available to another party.

C.4 The lessee is not permitted to make changes in or to the equipment.

Article D: Performance

D.1 Loading and transport to and from TJM Supplies B.V., as well as putting the equipment into operation, are carried out by the lessee at its own expense and risk, unless expressly agreed otherwise in writing.

D.2 Unless agreed otherwise in writing, the equipment is rented exclusive of auxiliary and maintenance materials and supplies, software and energy, but inclusive of any necessary ballast. The costs of energy, maintenance and the materials and supplies required for it are borne by the lessee. The lessee will regularly carry out the reasonably necessary maintenance.

D.3 The lessee may only use the auxiliary and maintenance materials and maintenance products prescribed by TJM Supplies B.V.

Article E: Damage and compensation

E.1 The equipment remains the property of TJM Supplies B.V. at all times.

E.2 The lessee is liable for any loss – including but not limited to theft and embezzlement –, damage, breakage or the equipment becoming unusable in any way other than through normal wear and tear, and the lessee will then compensate for the equipment at its replacement value. If damage to the equipment is found, the lessee will owe TJM Supplies B.V. compensation on the basis of the value in use of the equipment.

The valuation made by or on behalf of TJM Supplies B.V. is binding on the lessee.

E.3 In the event of loss, damage, breakage and the like, the lessee must inform TJM Supplies B.V. immediately.

E.4 The lessee is obliged to insure against the risks of loss, theft, destruction and the like. The insurance premium is borne by the lessee.

Article F: Repairs

F.1 Except with the prior written consent of TJM Supplies B.V., the lessee is not permitted to carry out or have carried out repairs to the equipment itself.

F.2 Repairs that have become necessary due to incorrect handling by the lessee, as well as costs resulting from damage, improper repair or maintenance by the lessee and/or third parties engaged by the lessee, are borne by the lessee. If such repairs are carried out during the rental period, the rental period continues until the repair has been completed and the lessee owes rent for that period. The lessee is obliged to have repairs carried out by TJM Supplies B.V., unless TJM Supplies B.V. has given prior written consent for the repair to be carried out by third parties made known to TJM Supplies B.V.

Article G: Liability

G.1 Without prejudice to the provisions of article 3 and article 7 of these terms and conditions, TJM Supplies B.V. is not liable for damage of any kind whatsoever suffered by the lessee and/or third parties as a result of the possibly late provision of the equipment, the use of the equipment or possible defects in the equipment. The lessee indemnifies TJM Supplies B.V. against possible claims by third parties.