General conditions

General Terms and Conditions PTFE Tube Shop B.V.

Besloten vennootschap PTFE Tube Shop B.V. (hereinafter: PTS) is registered with the Chamber of Commerce under number 81157118 and is located at Baarschot 20B (4817ZZ) in Breda.

Article 1 – Definitions

1. In these general terms and conditions, the following terms are used in the following meanings unless expressly stated otherwise:
2. Offer: Any written offer to Buyer to supply Products by Seller to which these terms and conditions are inseparable.
3. Company: The natural or legal person acting in the course of a profession or business.
4. Consumer: The natural person not acting in the exercise of a profession or business.
5. Buyer: The Company or Consumer who enters into an Agreement (at a distance) with Seller.
6. Agreement: The sales contract (at a distance) for the sale and delivery of Products purchased by the Buyer from PTS.
7. Products: The Products offered by PTS are PTFE Hoses.
8. Seller: The provider of Products to the Buyer, hereinafter referred to as PTS.
9. Website: the Website on which PTS’s Products are offered is: https://pfatubeshop.com/.

Article 2 – Applicability.

1. These General Terms and Conditions shall apply to any Offer by PTS and any Contract between PTS and a Buyer and to any Product offered by PTS.
2. Before concluding an Agreement (at a distance), Buyer will be provided with these general terms and conditions. If this is not reasonably possible, PTS shall indicate to the Buyer the manner in which the Buyer may inspect the General Terms and Conditions, which shall in any case be published on the PTS website, so that the Buyer may easily save these General Terms and Conditions on a durable data carrier.
3. In exceptional situations, these General Terms and Conditions may be deviated from if explicitly agreed upon in writing with PTS.
4. These general terms and conditions also apply to additional, amended and follow-up agreements with Buyer. Any general and/or purchasing conditions of Buyer are expressly rejected.
5. If one or more provisions of these general terms and conditions are partially or entirely void or nullified, the remaining provisions of these general terms and conditions shall remain in force and the void/ nullified provision(s) shall be replaced by a provision with the same purport as the original provision.
6. Uncertainties about the content, interpretation or situations not regulated in these general terms and conditions should be assessed and interpreted according to the spirit of these general terms and conditions.
7. Where reference is made in these general terms and conditions to she/he/him, this should also be construed as a reference to he/she/his, if and to the extent applicable.

Article 3 – The Offer

1. All offers made by PTS are non-binding, unless expressly stated otherwise in writing. If the Offer is limited or valid under specific conditions, this shall be expressly stated in the Offer. An Offer does not exist until it is in writing.
2. The Offer made by PTS is without obligation. PTS shall only be bound by the Offer if its acceptance is confirmed in writing by the Buyer within 30 days, or if the Buyer has already paid the amount due. Nevertheless, PTS has the right to refuse a Contract with a potential Buyer for a reason justified to PTS.
3. The Offer contains an accurate description of the Product offered with corresponding prices. The description is detailed enough to enable Buyer to make a proper assessment of the Offer. Obvious mistakes or errors in the Offer cannot bind PTS. Any images and specific data in the Offer are only indicative and cannot be grounds for any compensation or the dissolution of the Agreement (at a distance). A deviation within the range as indicated in the table on thePTS website does not constitute grounds for compensation or dissolution of the agreement. PTS uses a margin of error and a tolerance in size deviation from this does not provide grounds for liability.
4. Buyer should check that the Product is suitable for where Buyer intends to use it, Buyer can do this using the information on PTS’s website. If Buyer doubts whether the Product and specifications mentioned in the Offer comply with it, Buyer must have it inspected. The product features as listed on the website are only a reference, the specific use of the Products may have an effect on the features required. The given product characteristics on the website are never binding and Buyer is responsible for testing the Products.
5. Delivery times and Deadlines stated in PTS’s Offer are indicative and, if exceeded, shall not entitle the Buyer to rescission or compensation unless expressly agreed otherwise.
6. A composite quotation does not oblige PTS to deliver any part of the items included in the offer or Offering at part of the quoted price.
7. If and insofar as there is an offer, this does not automatically apply to repeat orders. Offers are valid only until supplies last, and on an as-is basis.

Article 4 – Establishment of the Agreement.

1. The Contract is concluded when the Buyer has accepted an offer from PTS by paying for the relevant Product, or if the Buyer has expressly agreed to the offer and PTS has confirmed it.
2. An Offer may be made by PTS through the website, by e-mail and by telephone.
3. If Buyer has accepted the Offer by entering into an Agreement with PTS, PTS will confirm the Agreement with Buyer in writing, at least by e-mail.
4. If the acceptance deviates (on minor points) from the Offer, PTS shall not be bound by it.
5. PTS is not bound by an Offer if Buyer could reasonably have expected or should have understood or should have understood that the Offer contains an obvious mistake or slip of the pen. The Buyer cannot derive any rights from this mistake or error.
6. The right of withdrawal is excluded for Buyer being a Business. Buyer being a Consumer is entitled to assert its right of withdrawal within the statutory period. If revocation is applicable, Buyer will handle the Product and packaging with care. It shall only unpack or use the Product to the extent necessary to determine the nature, characteristics and operation of the Product. The direct costs of returning the Product shall be borne by the Buyer.
7. Products that cannot be returned due to (hygienic reasons, customization, etc.) are excluded from the right of withdrawal. This is explicitly stated in the Offer.

Article 5 – Execution of the Agreement

1. PTS shall perform the Agreement to the best of its knowledge and ability.
2. If and to the extent required for the proper execution of the Contract, PTS shall have the right to have certain work performed by third parties at its own discretion.
3. The Buyer shall ensure that all data, which PTS indicates are necessary or which the Buyer should reasonably understand are necessary for the performance of the Contract, are provided to PTS in a timely manner. If any data required for the execution of the Contract is not provided to PTS in a timely manner, PTS shall be entitled to suspend the execution of the Contract.
4. In the performance of the Agreement, PTS shall not be obliged or required to follow Buyer’s instructions if this changes the content or scope of the Agreement. If the instructions result in additional work for PTS, the Buyer shall be liable to pay the additional or supplementary costs accordingly.
5. PTS may require security from the Buyer or full payment in advance before proceeding to execute the Contract.
6. PTS shall not be liable for any damage, of whatever nature, resulting from the fact that PTS has relied on incorrect and/or incomplete data provided by the Buyer, unless such inaccuracy or incompleteness was known to PTS.
7. The Buyer shall indemnify PTS against any claims by third parties, who suffer damage in connection with the execution of the Agreement and which is attributable to the Buyer.

Article 6 – Delivery

1. If the commencement, progress or (on) delivery of the Contract is delayed due to, for example, the Buyer’s failure to provide all requested information or to do so in a timely manner, insufficient cooperation, payment (on) payment not being received in a timely manner by PTS, or any delay occurring due to other circumstances beyond the control of PTS, PTS shall be entitled to a reasonable extension of the (on) delivery period. All agreed (delivery) dates are never deadlines. The Buyer must give PTS written notice of default and allow it a reasonable period of time to deliver. Buyer shall not be entitled to any compensation due to the resulting delay. Exceeding the deadlines shall never entitle Buyer to cancel the order, unless the exceeding of the delivery deadline is such that Buyer cannot reasonably be required to maintain the agreement.
2. The Buyer is obliged to take delivery of the goods at the time they are made available to it under the Agreement, even if they are offered to it earlier or later than agreed.
3. If the Buyer refuses to take delivery or fails to provide information or instructions necessary for delivery, PTS is entitled to store the goods at the Buyer’s expense and risk.
4. If the Products are delivered by PTS or an external carrier, unless otherwise agreed in writing, PTS shall be entitled to charge any delivery fees. These will then be invoiced separately unless expressly agreed otherwise.
5. If PTS requires data from the Buyer as part of the performance of the Contract, the delivery period shall commence only after the Buyer has made all data necessary for performance available to PTS.
6. If PTS has specified a deadline for delivery, it shall be indicative. Longer delivery times apply for delivery outside the Netherlands.
7. PTS is entitled to deliver the goods in parts, unless this is deviated from by Contract or the partial delivery has no independent value. PTS is entitled to invoice the thus delivered goods separately.
8. Deliveries will be made only if all invoices have been paid unless expressly agreed otherwise. PTS reserves the right to refuse delivery if well-founded fears of non-payment exist.

Article 7 – Packaging and transportation

1. PTS undertakes to the Buyer to properly package and secure the goods to be delivered in such a way that they reach their destination in good condition during normal use.
2. Unless otherwise agreed in writing, all deliveries shall be inclusive of sales tax (VAT), including packaging and packaging materials.
3. The acceptance of goods without any remarks on the waybill or receipt is considered proof that the packaging was in good condition at the time of delivery.

Article 8 – Examination, complaints

1. The Buyer being a Consumer shall be obliged to examine the delivered Product (or have it examined) at the time of delivery (or delivery), but in any event within 14 days of receipt of the delivered Product, but only to unpack or use it to the extent necessary to assess whether it is retained. The Buyer must examine whether the quality and quantity of what is delivered corresponds to the Agreement and whether the Products meet the requirements applicable to them in normal (commercial) dealings. For Buyer being a Company, they must check the Product within three working days of receiving it to see if the Product fulfills the Agreement.
2. Buyer is obliged to examine and inform itself in what manner the Product should be used and to test the Product in accordance with the instructions for use. PTS acknowledges no liability for the misuse of the Product by Buyer.
3. Any visible defects or shortages must be reported in writing to PTS after delivery at [email protected]. Buyer being a Consumer has a period of 14 days after delivery for this purpose, Buyer being a Business has a period of 3 business days after delivery for this purpose. Buyer must then return the Product within 7 business days. Non-visible defects or shortages should be reported within 14 days of discovery but at the latest within 6 months of delivery, these periods only apply to Buyer being a Consumer. If the Product is damaged due to careless handling by Buyer itself, Buyer is liable for any depreciation in value of the Product.
4. If, pursuant to the previous paragraph, a timely complaint is made, the Buyer shall remain obliged to pay for the purchased items. If the Buyer wishes to return defective goods, this shall only be done with the prior written consent of PTS in the manner specified by PTS.
5. If the Consumer uses its right of withdrawal, it shall return the Product and all accessories, to the extent reasonably possible, in original condition and packaging to PTS, in accordance with PTS’s return instructions. The direct cost of return shipments is at the Buyer’s expense and risk.
6. PTS is entitled to initiate an investigation into the authenticity and condition of the returned Products before a refund will be made.
7. Refunds to Buyer will be processed as soon as possible, but payment may take up to 30 days after receipt of the return. Refunds will be made to the account number previously provided.
8. If Seller exercises its right of complaint, it shall not be entitled to suspend its payment obligation nor to set off outstanding invoices.
9. In the absence of full delivery, and/or if one or more Products are missing, and this is attributable to PTS, PTS shall, upon request by the Buyer, either resend the missing Product(s) or cancel the remaining order. The receipt from the Products is leading in this regard. Any damage suffered by the Buyer as a result of the (different) scope of delivery cannot be recovered from PTS.

Article 9 – Prices

1. During the validity period of the Offer, the prices of the Products offered will not be increased, except in the case of changes in VAT rates.
2. The prices stated in the Offer are inclusive of VAT for Consumers. For Companies, prices are shown excluding VAT.
3. Prices indicated do not include shipping costs unless otherwise agreed upon.
4. The prices as mentioned in the Offer are based on the cost factors applicable at the time of entering into the Agreement such as: import and export duties, freight and unloading costs, insurance and any duties and taxes.
5. In the case of Products or raw materials for which there are price fluctuations in the financial market and over which PTS has no control, PTS may offer these Products with variable prices. The Offer states that prices are guide prices and may fluctuate.

Article 10 – Invoicing.

1. Buyer will receive a VAT invoice with the order. Upon Buyer’s request, a copy of the VAT invoice will be sent via email.
2. A 0% VAT invoice can be provided to foreign companies upon request. For online orders, an international VAT number can be provided. These supplies are then automatically exempted from VAT.
3. To minimize VAT fraud, PTS imposes a requirement that the delivery address must match the billing address and the specified address at which the company is registered for tax purposes. If the data is easily verifiable, delivery can be made without VAT. In this case, VAT must be added by the recipient of the invoice, in accordance with the applicable EU directives.

Article 11 – Payment and collection policy.

1. Payment should preferably be made in advance in the currency in which it was invoiced by the method indicated. Payment can be made with IBAN by executing a bank transfer or internet payment, payment can also be made by debit card, credit card or through any other designated payment methods.
2. The parties may also agree that Buyer shall pay an advance. This is only possible for orders larger than 2,000 euros.
3. Under conditions, it is possible for selected companies to deliver on credit. For this purpose, PTS will conduct a credit check. If the agreed payment period is exceeded, PTS is entitled to unilaterally change agreed conditions.
4. Buyer cannot derive any rights or expectations from an estimate issued in advance, unless the parties have expressly agreed otherwise.
5. Buyer shall make payment in a lump sum to the account number and details of PTS made known to it. The parties may agree on a different payment term only with the express written consent of PTS.
6. If a periodic payment obligation of the Buyer is agreed upon, PTS shall be entitled to adjust the applicable prices and rates in writing subject to 3 months’ notice.
7. In the event of liquidation, bankruptcy, attachment or suspension of payments of the Buyer, the claims of PTS against the Buyer shall become immediately due and payable.
8. PTS shall be entitled to apply payments made by the Buyer first to reduce costs, then to reduce interest due and finally to reduce the principal sum and current interest. PTS may, without thereby being in default, refuse an offer of payment if the Buyer designates a different order of allocation. PTS may refuse full repayment of the principal sum, if such repayment does not also include accrued and current interest as well as costs.
9. If Buyer fails to meet its payment obligation and has not fulfilled its obligation within the stipulated payment period of 30 days, Buyer being a Company is in default. Buyer being a Consumer will first receive a written demand with a period of 14 days from the date of the demand to still fulfill the payment obligation with a statement of the extrajudicial costs if Consumer does not fulfill its obligations within that period, before it is in default.
10. From the date that the Buyer is in default, PTS shall, without further notice of default, be entitled to claim statutory (commercial) interest from the first day of default until full payment and compensation for extrajudicial costs in accordance with Article 6:96 of the Dutch Civil Code, to be calculated in accordance with the graduated scale from the Decree on Compensation for Extrajudicial Collection Costs dated July 1, 2012.
11. If PTS has incurred more or higher costs that are reasonably necessary, these costs shall be eligible for reimbursement. Judicial and execution costs incurred shall also be borne by Buyer.

Article 12 – Retention of title.

1. All goods delivered by PTS shall remain the property of PTS until the Buyer has fulfilled all of the following obligations under all Contracts concluded with PTS.
2. Buyer is not authorized to pledge or otherwise encumber the items subject to retention of title if ownership has not yet been transferred in full.
3. If any third party seizes or seeks to seize or exercise rights over goods delivered under retention of title, the Buyer is obliged to notify PTS as soon as can reasonably be expected.
4. In the event that PTS wishes to exercise its property rights as set out in this article, the Buyer hereby grants unconditional and irrevocable permission and authorization to PTS or any third parties designated by PTS to enter any and all areas where the property of PTS is located and to recover any such goods.
5. PTS has the right to retain the Product(s) purchased by the Buyer, if the Buyer has not yet fulfilled (in full) its payment obligations, despite an obligation to transfer or surrender by PTS. After the Buyer has still fulfilled its obligations, PTS shall make every effort to deliver the purchased Products to the Buyer as soon as possible, but no later than within 20 business days.
6. Costs and other (consequential) damages resulting from the retention of the purchased Products are for the account and risk of the Buyer and shall be reimbursed to PTS by the Buyer upon first request.

Article 13 – Warranty

1. PTS guarantees that the Products comply with the Agreement, the specifications stated in the offer, usability and/or soundness and the legal rules/regulations at the time the Agreement was concluded. This also applies if the goods to be delivered are intended for use abroad and Buyer has expressly notified Seller of this use in writing at the time of entering into the Agreement. Buyer is responsible for testing the Products for the specific application, which must include testing for pressure, diameter tolerance, temperature, color, bending radius and chemical resistance.
2. PTS guarantees that the Products are FDA, REACH and RoHs certified and compliant. If Buyer desires, the certifications can be requested and included. PTS does not have EU certification, Buyer must take care of this themselves.
3. The Product has the ability to handle temperatures between a range of -190°C to 260°C. Depending on the level of temperature the Product comes into contact with, it may wear out faster.

Article 14 – Instructions for use Products

1. Buyer of Products must follow the regulations and instructions of PTS.
2. Buyer should test the Product itself before putting it into service due to the various applications of temperature chemical resistance, diameter tolerance, color, and bending radius, among others. If the PTFE hoses are incorporated into a Copper Product, PTS is never responsible for any failure of this product/application.

Article 15 – Suspension and dissolution

1. PTS is authorized to suspend the fulfillment of its obligations or to dissolve the Agreement, if the Buyer fails to fulfill its (payment) obligations under the Agreement in full or in part.
2. Furthermore, PTS shall be entitled to dissolve the Contract existing between it and the Buyer, insofar as it has not yet been executed, without judicial intervention, if the Buyer fails to fulfill, in a timely or proper manner, the obligations arising for it under any Contract concluded with PTS.
3. Furthermore, PTS is authorized to dissolve the Contract without prior notice of default if circumstances arise which are of such a nature that fulfillment of the Contract is impossible or can no longer be demanded in accordance with the requirements of reasonableness and fairness, or if other circumstances arise which are of such a nature that the unaltered continuation of the Contract can no longer be reasonably expected.
4. If the Agreement is dissolved, PTS’s claims against the Buyer shall be immediately due and payable. If PTS suspends fulfillment of its obligations, it retains its claims under the law and Agreement.
5. PTS retains the right to claim damages at all times.

Article 16 – Limitation of liability

2. PTS shall not be liable for consequential damage, indirect damage, loss of profits and/or losses suffered, missed savings and damage resulting from the use of the Products delivered is excluded. For Consumer, a limitation applies in accordance with what is allowed under Article 7:24 paragraph 2 of the Civil Code.
3. PTS shall not be liable for and/or obliged to repair damage caused by the use of the Product. PTS provides strict instructions for use which must be followed by Buyer. Any damage to Products resulting from use is expressly excluded from liability. Buyer must examine for itself whether the Products delivered meet the properties required for the specific use.
4. PTS is not liable for damage that is or may be the result of any act or omission as a result of (imperfect and/or incorrect) information on the website(s) or from linked websites.
5. PTS is not responsible for errors and/or irregularities in the functionality of the website and is not liable for any malfunctions or unavailability of the website for any reason.
6. PTS does not guarantee the correct and complete transmission of the content of and e-mail sent by/on behalf of PTS, nor its timely receipt.
7. All claims by the Buyer for shortcomings on the part of PTS shall lapse if they have not been reported to PTS in writing, stating reasons, within one year after the Buyer became aware or could reasonably have become aware of the facts on which it bases its claims. All claims of Buyer shall in any case expire one year after the termination of the Agreement.

Article 17 – Force majeure

1. PTS shall not be liable if, as a result of a force majeure situation, it is unable to fulfill its obligations under the Agreement, nor can it be held to fulfill any obligation if it is prevented from doing so as a result of a circumstance that is not attributable to its fault and is not for its account by virtue of law, legal act or common sense.
2. Force majeure shall in any case mean, but is not limited to, what is understood in law and jurisprudence in this respect, (i) Force majeure of PTS’s suppliers, (ii) failure to properly fulfill obligations of suppliers prescribed or recommended to PTS by Buyer, (iii) defectiveness of third-party items, equipment, software or materials, (iv) government actions, (v) electricity failure, (vi) disruption of Internet, data network and telecommunications facilities (for example, due to: cybercrime and hacking), (vii) natural disasters, (viii) war and terrorist attacks, (ix) general transportation problems, (x) strikes in the company of PTS and (xi) other situations which in the judgment of PTS are beyond its control that temporarily or permanently prevent the fulfillment of its obligations.
3. PTS is entitled to invoke force majeure if the circumstance preventing (further) fulfillment occurs after PTS should have fulfilled its commitment.
4. The parties may suspend obligations under the Agreement during the period that the force majeure continues. If this period lasts longer than two months, either party is entitled to dissolve the Agreement, without any obligation to compensate the other party for damages.
5. Insofar as PTS has already partially fulfilled its obligations under the Contract or will be able to fulfil these obligations at the time of the occurrence of force majeure, and insofar as independent value can be attributed to the fulfilled or still to be fulfilled part respectively, PTS shall be entitled to invoice the fulfilled or still to be fulfilled part separately. Buyer is required to pay this invoice as if it were a separate Agreement.

Article 18 – Risk transition

Risk of loss of or damage to the Products that are the subject of the Contract shall pass to Buyer being a business at the time the items leave PTS’s warehouse. For Consumers, the risk mentioned herein shall pass to Buyer if the Products are given into Buyer’s control. This is the case if the Products have been delivered to Buyer’s delivery address.

Article 19 – Intellectual Property Rights.

1. All intellectual property rights and copyrights of PTS shall belong exclusively to PTS and shall not be transferred to Buyer.
2. The Buyer is prohibited from disclosing and/or reproducing, modifying or making available to third parties any documents subject to the intellectual property rights and copyrights of PTS without the express prior written consent of PTS. If the Buyer wishes to make changes to items delivered by PTS, PTS must explicitly approve the intended changes.
3. The Buyer is prohibited from using the Products subject to the intellectual property rights of PTS other than as agreed in the Agreement.

Article 20 – Privacy, data processing and security

1. PTS handles (personal) data of Buyer and visitors of the website(s) with care. If requested, PTS will inform the person concerned.
2. If the Agreement requires PTS to provide security of information, such security shall comply with the agreed specifications and a level of security that is not unreasonable given the state of the art, the sensitivity of the data, and the associated costs.

Article 21 – Complaints

1. If the Buyer is not satisfied with the Products of PTS and/or has complaints about the (execution of the) Agreement, the Buyer is obliged to report these complaints as soon as possible, but at the latest within 14 calendar days after the relevant occasion that led to the complaint. Complaints can be reported at [email protected] with the subject line “Complaint.”
2. The complaint must be sufficiently substantiated and/or explained by Buyer for PTS to consider the complaint.
3. PTS will respond substantively to the complaint as soon as possible, but no later than 14 calendar days after receipt of the complaint.
4. The parties will try to reach a solution jointly.

Article 22 – Applicable law

1. Any Agreement between PTS and the Buyer shall be governed by Dutch law. The applicability of the (CISG) Vienna Sales Convention is expressly excluded.
2. In case of interpretation of the content and scope of these general terms and conditions, the Dutch text thereof shall always prevail. PTS has the right to unilaterally modify these general terms and conditions.
3. All disputes arising out of or in connection with the Contract between PTS and the Buyer shall be settled by the competent court of Zeeland-West Brabant, location Breda, unless provisions of mandatory law lead to the jurisdiction of another court.

Breda, Jan. 19, 2021