1.1 These general regulations and sales conditions (after here: "General Sales Conditions") will be used for all quotations and sales of TiePie engineering (after here: TiePie) to buyers or intending buyers.
1.2 Each difference or alteration of the General Sales Conditions restricts preceding written approval of TiePie.
1.3 These General Sales Conditions exclusively will be used for all quotations and sales of TiePie to buyer, despite any other regulation in buyer's General Sales Conditions or any alteration(s) on the order confirmation made by buyer.
1.4 TiePie retains the right to alter c.q. to complete the General Sales Conditions. The version registered at the Chamber of Commerce in Leeuwarden by TiePie is valid. The text of the General Sales Conditions appearing from the TiePie order confirmation form for a specific order has binding effect. If no order confirmation form has been used or the General Sales Conditions have been employed in another way, the reference to the General Sales Conditions registered by TiePie at the C.o.C. in Leeuwarden, The Netherlands on the invoice is sufficient for the relevant order to bind contracting parties to the regulations of the before-mentioned General Sales Conditions.
1.5 In case any regulation of these General Sales Conditions will be declared invalid or not binding by a competent judge, the other regulations of these remain valid unabbreviated.
1.6 The General Sales Conditions and all transactions between TiePie and buyer will exclusive be controlled by the Dutch law. Therefrom resulting disputes will only be judged by the competent judge in Leeuwarden, The Netherlands.
Orders and deliveries
2.1 Agreements between TiePie engineering and buyer will only come about in case and for so far orders have been accepted in writing by TiePie. TiePie has the right to accept or to turn down orders, within the normal performance of the company.
2.2 The intermediaries and sales representatives of TiePie do not have any right to bind TiePie. The offers made by them have to be confirmed by TiePie.
2.3 The delivery times indicated by TiePie, the lists, the technical specifications and suchlike handled by TiePie are formulated by TiePie in best capacity, though are only approaches and valuations and give as such not any warranty. Differences do not give buyer any right to delay or refuse deliveries and/or payments, nor the right for compensation.
2.4 In case TiePie cannot observe any obligations towards buyer because of circumstances beyond its control, buyer will not be authorized to dissolve the agreement and buyer will not have any right for compensation. Circumstances beyond TiePie's control are, among other things, if TiePie is prevented to meet its obligations or the preparations of it due to circumstances beyond their influences, including not meeting their obligations by suppliers of TiePie and refusing or withdrawing of permits or licenses required.
2.5 The risk of loosing or damaging the goods bought by buyer from TiePie transfer to buyer at the moment of delivery. Delivery takes place in the way and at the place decided in the order confirmation form and in case not otherwise agreed, the place of delivery will be the establishment of TiePie, The Netherlands.
Purchase and payments
3.1 Excluding of special contractual decisions, the offers and price lists of TiePie engineering will only be provided to indicate and do not bind TiePie in any case. All prices can be altered at any time without preceding notice.
3.2 The price agreed upon is the price appearing from the order confirmation form of TiePie or the price appearing from a missive of TiePie in which a purchase price has been mentioned. Buyer has to pay all the invoices sent to him without having the right of deferring the payment or for compensation. Shipping is for the risk of the buyer. The shipping costs plus insurance for shipment from the establishment of TiePie are for the account of the buyer, unless otherwise agreed in writing. The price is excluding shipping costs and insurance costs for shipment of the products to a place of delivery in The Netherlands, unless otherwise agreed in writing. TiePie is entirely free in choosing the way of shipment. TiePie is authorized to deliver orders in parts and to invoice them partly.
3.3 The purchase price is payable by the buyer at the moment of delivery. TiePie is authorized to demand earlier payment of the whole or partly purchase price at own choice, like (full) payment at the moment the order is placed.
3.4 In case buyer does not meet some obligations towards TiePie, TiePie is authorized to consider the regarding purchase agreement dissolved starting immediately without legal interference and without proof of default, or to defer delivery with reservation of TiePie's right for claiming compensation.
3.5 Payment has to occur according agreement and within the terms set in it, or on the invoice. In case payment does not take place within the term agreed on or mentioned on the invoice, buyer is due an interest payment of 1 per cent, a month calculated from the open invoice amount from the day payment had to occur until the day of general settlement, without preceding reminder or proof of default. All collection costs, legal as well as outer legal, including of the bank, of protest, redraft, bailiff and lawyer, are for the account of buyer. All goods delivered by TiePie remain their property until the moment of full payment of all their claims, including interest and expenses (if delivered in current account, until the moment of settlement of the balance, possibly becoming to the account of the customer). The customer is not competent to pawn the goods to a third person or to transfer the property for the full payment c.q. settlement mentioned according its normal company or normal intention of the goods. At offensing this the purchase price will be claimable at once and fully, no matter what the payment costs will be. Then buyer will be esteemed to have authorized TiePie to get all goods back from the place of being.
4.1 The copyright as well as all other rights of intellectual and industrial ownership with regard to all software offered by TiePie engineering stay with the preparer. There will only be permitted a user's license to the buyer. The user is not allowed to alienate, to transfer, to pawn or to loan the software in any way, without explicit written permission of the owner of the software, nor for valuable consideration nor for nothing. The user will not remove the owner's mentions informed in and on the software and the user manual and also has to keep it in good state. The user has to take care of the software remaining confidential.
4.2 The customers of TiePie (intermediaries between TiePie and the user) have to take article 4.1 in their sales conditions or a text with the same range.
5.1 All complaints regarding fault deliveries or transport damage to products have to be mentioned by buyer on the regarding shipping documents and have to be informed to TiePie engineering by registered missive within 8 days from date of delivery. In case buyer does not perform to the term mentioned, the right of buyer to keep TiePie liable for any faults will expire. Buyer is not authorized to expire or to refuse payment on ground of such complaints.
5.2 Returning of goods will not be accepted by TiePie without preceding agreement. In case TiePie agrees with returning, this has to be in the original state and in the original package.
5.3 All complaints regarding the invoices sent by TiePie have to be informed to them by registered missive within 10 days after receipt. Afterwards the right of buyer to keep TiePie liable expires.
6.1 Regarding products delivered by TiePie engineering the following warranty regulations are of exclusive use:
6.2 TiePie will repair product free of charge if damaged by quality issues within the warranty period and TiePie will cover cost of delivery in this case. The warranty regarding goods delivered by TiePie will restrict to the warranty ascribed by the preparer, both for duration and contents. In no case TiePie guarantees the delivered goods being capable to solve a problem, own to the activity of the user. The warranty only regards the physical faults of the material support and the interference of TiePie will restrict just to exchange the fault parts simply and solely. Granting a warranty supposes that the goods delivered are used within the conditions of the offer or, when there is no description of it, within the normal conditions as mentioned in the existing catalogs, notes, user manuals of the products as suchlike from TiePie or the preparer provided to the user.
6.3 TiePie does not guarantee, nor explicit or silent the quality, performance, marketability or capability for any particular purpose of the goods. The whole risk for quality and performance is for the account of buyer. TiePie will never be liable for the direct, indirect, incidental or cause damage resulting from any fault in the goods, even if they have been warned about the possibility of suchlike damage.
6.4 TiePie makes no representation or warranty with respect to Software and will have no liability in connection therewith. Unless it is specifically stated in the Software’s applicable license agreement, SOFTWARE IS PROVIDED “AS IS” WITH NO ADDITIONAL WARRANTY.
6.5 Limitation of liability. TiePie shall have no liability to Buyer for claims of infringement based upon (i) the use of any Goods in a fashion other than one for which it is intended or in conjunction with any product not supplied by TiePie, and (ii) any Goods modified, manufactured, or designed to Buyer’s specifications. Notwithstanding any other provision herein, under no circumstances shall TiePie be liable to Buyer or any third party for any consequential, special, incidental, indirect, multiple, administrative, or punitive damages, or any damage of an indirect or consequential nature arising out of or related to TiePie´s performance under Buyer’s Order, including, without limitation, loss of use, loss of revenues, loss of anticipated profits, and cost of capital, whether based upon breach of Buyer’s Order, warranty, negligence, or any other type of claim, and whether grounded in tort, contract, civil law, or other theories of liability, including strict liability, even if advised in advance of the possibility of such damages. TiePie’s total liability to Buyer arising from or related to Buyer’s Order, including, but not limited to, its liability for indemnity, defense, and hold harmless obligations, is limited to no more than the amount paid by Buyer to TiePie under Buyer’s Order. To the extent that this limitation of liability conflicts with any other Section or provision herein, such provision shall be regarded as amended to whatever extent required to make such provision consistent with this clause.
6.6 TiePie is not liable for cause damage resulting from not meeting an explicit or silent guarantee, including damage to properties and personal harm. The liability of TiePie will be restricted to the amount of the purchase price payed for the product by buyer. All other warranties (oral, silent or supposed) are invalid.
Use of products
7.1 Customer shall comply with the manufacturer's Product specifications. Products are not authorized for use in life support systems, human implantation, nuclear facilities or any other application where Product failure could lead to loss of life or property damage. If Customer uses or sells the Products for use in such applications or fails to comply with the manufacturer's Product specifications, Customer acknowledges that such use, sale, or non-compliance is at Customer's sole risk. Customer shall indemnify, defend and hold TiePie harmless from any claims resulting from or arising out of: (i) TiePie's compliance with Customer's designs, specifications, or instructions; (ii) modification of any Product by a party other than TiePie; (iii) use of Products in combination with other products; (iv) use of Products not authorized as described above; or (v) use of Products and related technology in chemical, biological or nuclear weapons, rocket systems (including ballistic missile systems, space launch vehicles and sounding rockets) or unmanned air vehicles capable of delivering same, or in the development of any weapons of mass destruction.
The user manuals delivered by TiePie engineering are copyright protected. All rights will be reserved. It is not allowed to copy these completely or partly, to photocopy, to reproduce, to translate, to summarize or to bring into commerce in another way, without preceding written permission of TiePie and the preparer.