Allgemeine Geschäftsbedingungen

These Sales Terms and Conditions (“Terms”) govern all quotations, sales, and deliveries made by Titoo B.V. (“Seller”), registered in the Netherlands, to any customer (“Buyer”). By placing an order or accepting a quotation, the Buyer acknowledges and agrees that all transactions are subject exclusively to these Terms unless otherwise confirmed in writing by the Seller. Any conditions proposed by the Buyer that conflict with or deviate from these Terms shall not be binding unless expressly accepted by the Seller in writing.

1. Orders become binding only upon written confirmation by the Seller or upon issuance of a sales order.

2. Orders communicated by telephone, email, fax, or other electronic means are deemed subject to these Terms.

3. The Seller reserves the right to reject any order, in whole or in part, at its discretion without obligation to provide a reason.

4. Acceptance of goods delivered constitutes the Buyer’s acknowledgment of these Terms.

5. All sales are final. Production begins once the Seller issues a formal order confirmation or, where applicable, upon the Buyer’s approval of technical drawings.

6. The Seller may subcontract or outsource manufacturing and related services to qualified third parties anywhere in the world, without prior notice or Buyer’s consent.

7. The Seller will make reasonable efforts to supply products according to agreed specifications and timelines. In cases where performance is not possible, the Seller may either (a) fulfill the order within a reasonable extension period or (b) cancel the order and refund any payments received.

8. The Seller’s maximum liability for any failure to deliver shall not exceed the amount paid by the Buyer for the specific order in question.

9. Prices are quoted in euros (EUR) unless otherwise stated and are exclusive of applicable taxes, duties, and shipping charges.

10. All local or international taxes, levies, or customs duties applicable to the sale or delivery shall be borne by the Buyer.

11. Payments are due according to the terms stated on the invoice or quotation. Late payments are subject to interest at the rate of 1.5% per month or the maximum rate allowed by Dutch law, whichever is lower.

12. In case of non-payment or delayed payment, the Seller may suspend future deliveries, revoke credit terms, or cancel pending orders.

13. Unless otherwise agreed in writing, all deliveries are Ex Works (Incoterms® 2020) from the Seller’s warehouse or designated facility.

14. Title and risk of loss pass to the Buyer upon delivery to the carrier or upon collection by the Buyer.

15. The Buyer is responsible for shipping arrangements, insurance, and related logistics costs.

16. Any delivery dates provided are estimates only and are not guaranteed.

17. The Seller shall not be liable for any delay or failure in performance resulting from circumstances beyond its reasonable control, including but not limited to natural disasters, strikes, material shortages, transport disruptions, or governmental restrictions.

18. In such cases, the Seller’s obligations shall be suspended for the duration of the event, and delivery schedules shall be adjusted accordingly.

19. Where products are manufactured according to the Buyer’s drawings, specifications, or technical data, the Buyer is solely responsible for the accuracy and suitability of such information.

20. The Buyer indemnifies the Seller against all claims, damages, or losses arising from any alleged infringement of intellectual property rights or errors in Buyer-provided documentation.

21. The Seller has no obligation to verify or validate the Buyer’s technical requirements.

22. The Seller may engage subcontractors or third-party suppliers for manufacturing or service performance without geographic restriction.

23. The Seller will take reasonable steps to ensure confidentiality and data protection in its contractual relationships but shall not be liable for any unintentional disclosure by third parties.

24. Products are sold “as is” unless otherwise agreed in writing.

25. No express or implied warranties, including merchantability or fitness for a particular purpose, are provided.

26. Where applicable, third-party warranties supplied by manufacturers will be passed through to the Buyer.

27. The Buyer’s sole remedy for defective products shall be limited to repair, replacement, or refund, at the Seller’s discretion.

28. The Buyer must inspect the goods immediately upon receipt.

29. Claims for shortages or visible defects must be submitted in writing within fifteen (15) days of delivery.

30. Claims for hidden defects must be made within fifteen (15) days of discovery, but in any case no later than fifteen (15) days after receipt.

31. Failure to submit claims within these periods shall constitute unconditional acceptance of the goods.

32. All returned goods must be authorized in advance by the Seller and shipped at the Buyer’s expense.

33. The Seller shall not be liable for any indirect, incidental, or consequential damages, including loss of profits, savings, or business opportunities.

34. The Seller’s total liability arising from any transaction shall never exceed the purchase price paid for the affected products.

35. These limitations apply to all legal theories, including contract, tort, and negligence.

36. Both parties agree to treat as confidential all non-public information exchanged during the course of business.

37. The Seller may process and store Buyer data in compliance with applicable data protection laws.

38. The Buyer consents to the Seller’s use of such data for order fulfillment, communication, and business administration.

39. The Seller may terminate any order immediately if the Buyer becomes insolvent, enters bankruptcy, or fails to meet its payment obligations.

40. Upon termination, all outstanding payments become immediately due and payable.

41. The Buyer may not assign or transfer its rights or obligations under these Terms without prior written consent from the Seller.

42. These Terms shall bind and benefit the Seller and its successors or permitted assigns.

43. These Terms and all related transactions shall be governed by and construed in accordance with the laws of the Netherlands.

44. Any disputes arising from these Terms shall be subject to the exclusive jurisdiction of the competent courts in the Netherlands.

45. The Buyer irrevocably submits to such jurisdiction.

46. Any formal notice must be sent in writing to the address stated on the order or invoice, by registered mail or email with confirmation of receipt.

47. Notices are deemed received on the date of delivery confirmation.

48. These Terms constitute the entire agreement between the Seller and the Buyer concerning the sale of goods and supersede all prior communications or understandings.

49. Any modification must be agreed upon in writing and signed by both parties.

50. Failure by either party to enforce any right under these Terms shall not constitute a waiver of that right.

Issuance of an order or acceptance of a quotation constitutes the Buyer’s full acceptance of these Sales Terms and Conditions of Titoo B.V.