1. Parties

a) In these conditions the expression of “TAP” shall mean TAP-GROUP and any of its subsidiary Companies and its successors in title and the expression “Buyer” shall mean the buyer of the goods ordered from TAP

b) The “Goods” means the goods or materials which shall be the subject of the Contract between the Seller and the Buyer

c) The “Contract” means the contract coming into being upon the Seller's written (either as an order confirmation or an original delivery note) acceptance of the Buyer's order. The Seller's acceptance shall incorporate these Conditions of Sales so far as they are not varied by any special terms or conditions agreed in writing by the Seller, and any terms and conditions in the buyer's order which are inconsistent with these Conditions shall have no effect. Any variation of the Contract will become binding only if confirmed in writing by the parties.

 

2. Application of Conditions

a) These conditions alone constitute the entire agreement between the parties and supersede all prior dealings, negotiations, representations or agreements whether oral or written, express or implied. No variation of or addition to these conditions shall be effective unless in writing signed by an authorised representative of TAP.

b) These conditions apply to all contracts made by or with TAP unless varied in writing signed by an authorised representative of TAP. The placing of an order for the goods and/or work shall be an acceptance of theses conditions not withstanding any other conditions which may be set out or referred to in any other document.

c) These conditions shall prevail over any inconsistent terms and conditions referred to in the Buyer's order or in correspondence or elsewhere unless specifically agreed to in writing by both parties and any conditions or stipulations to the contrary are hereby excluded or extinguished.

 

3. Delivery Dates

a) Delivery dates are estimates only given by TAP in good faith and are subject to change. Whilst TAP will make every effort to meet the dates no liability to make good any damage or loss whatever, whether arising directly or indirectly out of delay in or failure of delivery will attach to TAP. Time of delivery is not the essence of this Contract.

b) In particular and without prejudice to the generality of sub-clause a) of this clause, TAP shall not be liable for any delay in or failure of delivery caused by the unavailability of any raw materials or equipment.

c) Nor shall the Buyer be entitled to rescind the Contract on this account unless on or after expiry of the said estimated time of delivery the Buyer gives written notice to the Seller of a further reasonable period within which it requires the goods to be delivered if by the expiry of such further reasonable period delivery shall still not have been effected, the Buyer shall be entitled to rescind the Contract.

d) The buyer shall if required by TAP, accept delivery by installments but shall not be entitled to demand delivery by installments in such a case, each part or installment delivery shall be deemed to be the subject of a separate contact, delay in delivery of any such part or installment delivery shall not entitle the Buyer to repudiate the Contract with regard to any part or installment deliveries remaining deliverable.

e) In the case of partial completion of an order TAP shall be entitled to payment pro rata in respect of all goods supplied without prejudice to TAP's rights should non-completion be occasioned by the Buyer.

f ) In the event of the Buyer returning or failing to accept any delivery of the goods in accordance with the contract TAP shall be entitled at its option either or deliver and invoice the buyer for the balance of the goods then undelivered or to suspend or cancel further deliveries under the Contract TAP shall be entitled to store at the risk of the buyer any goods which the Buyer refuses or fails to accept and the Buyer shall pay all costs of such storage and any additional costs of carriage incurred as a result of such refusal or failure TAP may require the Buyer by notice in writing to accept delivery within a reasonable time if the Buyer fails for any reason whatever to do so within such time TAP shall be entitled by notice in writing to the Buyer to terminate the Contract in respect of such portion of the Goods as is by reason of the aforesaid failure of the Buyer not delivered and thereupon to recover from the Buyer any loss suffered by reason of such failure.

 

4. Payment

a) The Buyer shall pay for the goods delivered and such additional charges referred to in clauses 3f), 4b), 4c). 6a), 14c), 14d), 14e), 14f) where applicable, within a maximum period of 30 days of the date of TAP's invoice for the same unless otherwise previously agreed in writing between TAP and the Buyer.

b) TAP shall be entitled to charge interest at its discretion at the rate of 3% above the base lending rate from time to time of HSBC plc from the expiry of the 30 days credit until payment is made, unless the failure of the Buyer to make payment is due to an act or omission of TAP.

c) In addition, in the event of delay in payment any costs arising in connection with any debt collection procedure and/or legal proceedings are to be reimbursed to the Seller by the Buyer.

d) Without waiving any other rights or remedies TAP may have. TAP may at its option defer deliveries under this contact or any other contract with the Buyer until satisfactory settlement of unpaid amounts.

e) Notwithstanding 4 a), if TAP should at any time form the reasonable belief that the Buyer's creditworthiness may be in question, TAP may require the Buyer to make payment in advance of delivery or to advance adequate security for the payment of all amounts due or to become due under the Contract.

 

5. Ownership

a) Property in the Goods shall remain with TAP until payment in full for the Goods has been received by TAP.

b) Furthermore property in the Goods shall remain with TAP until the Buyers has paid in full all sums due to TAP from the Buyer on any other account.

c) Property in the Goods shall not pass to the Buyer until such time as stipulated in clauses 5a) and 5b) above, but risk of loss or damage to the Goods shall pass to the Buyer (at the point when delivery begins) when the Goods are placed at its disposal for collection ex works of TAP as provided in Incoterms 1990 From this time until the goods have been paid for in full, the Buyer shall insure the Goods against such risks. The Buyer shall account to TAP for any insurance proceeds for any damaged or lost Goods.

d) TAP may recover the Goods at any time from the Buyer, if in his possession, if the amount outstanding from the Buyer to TAP in respect of goods supplied or in respect of any other Contract between TAP and the Buyer shall remain unpaid after the due date for payment has passed, and/or the Buyer is in breach of any other of the terms of this Contract or if this Contract is determined for any reason whatsoever.

e) TAP and its servants and agents are hereby authorised for the purpose of recovery of its Goods to enter with or without vehicles or machinery upon any premises where the Goods are stored or where they are reasonably thought to be stored and shall be entitled to repossess them.

f) The Buyer has the right to dispose of the goods in the course of his business as agent of TAP but any warranted conditions or representations given or made by the Buyer or any third party shall not be binding on TAP.

g) In the event of the Buyer re-selling or otherwise disposing of the goods prior to the property of the goods being passed to the Buyer, the Buyer shall receive and hold the proceeds of such re-selling-sale in a separate Bank account (and such proceeds shall not be intermingled with any other monies of the Buyer, of a third party nor paid into any overdrawn account) and shall pay such proceeds to TAP on demand Forthwith, upon receipt by the Buyer of the proceeds of the resale of the Goods supplied to it by TAP, the Buyer shall pay to TAP any sums outstanding on its account with TAP and shall not use or deal with such proceeds until any such sums outstanding on its account with TAP have been paid.

h) The Buyer should hold the goods as bailee for TAP storing the same separately form its own goods and from those of any other person and in such a way that they remain clearly identifiable as the property of without charge and will deliver same to TAP on demand

 

6. Specifications

a) The Buyer's order must be accompanied by sufficient information to enable the Seller to proceed with the order forthwith, otherwise any increase in cost attributable to the Buyer's failure to comply with this requirement will give rise to an additional charge.

b) Where specifications are to be supplied, the Buyer shall supply such specifications in reasonable time to enable TAP to complete delivery within the estimate period.

c) The Buyer shall indemnify TAP against all costs claims damages penalties and expenses to which TAP may become liable as a result of work done in accordance with the Buyer's specifications which involves the infringement of any letters patent or registered design.

d) Drawings and Descriptive Documents

    i) The weights, dimensions, capacities, prices, performance ratings and other data included in catalogues prospectuses, circulars, advertisements illustrated matter and prices lists constitute an approximate guide only. These data shall not be binding save to the extent that they are by reference expressly incorporated into the Contact.

    ii) Any drawings or technical documents intended for use in the construction of the Goods or of part thereof and submitted to the Buyer by TAP prior or subsequent to the formation of the Contract remain the exclusive property of TAP. They may not without TAP's consent be utilised by the Buyer or copied, reproduced, transmitted or communicated to a third party.

    iii) Any drawings or technical documents intended for use in the construction of the Goods or of part thereof and submitted to TAP by the Buyer prior or subsequent to the formation of the Contract remain the exclusive property of TAP. They may not without TAP's consent be utilised by the Buyer or copied, reproduced, transmitted or communicated to a third party.

    iv) The Buyer warrants that designs, drawings or other information provided by it to TAP for the purpose of the Contract are the Buyer's own unencumbered property and the Buyer indemnifies TAP against any and all damages and expenses incurred by TAP in connection with any (alleged) infringement of third party patents, designs, copyright or similar rights arising out of the use of such designs, drawings or other information of the purpose of the Contract.

 

7. Goods Sold Free on Board

Where goods are sold Free on Board the responsibility of TAP shall cease immediately the goods are placed on board ship or aircraft or if sold border then when the goods have reached such border, TAP shall be under no obligation to give the Buyer the notice specified in Section 32(3) of the Sale of Goods Act 1893

 

8. Warranty and Restriction of Liability

a) The warranty period will be one year from manufacture date.

b) The warranty terms cover all TAP electronic products against electrical component failure. It does not include mechanical damage, misuse and damage resulting from use outside the specified operating and mounting instructions and technical data.

c) All warranty claim items must be returned to TAP electronic.The items will then be inspected for failure analysis and the decision of TAP will be final. Non returned parts would not be covered.

d) For each warranty claim where it is agreed that TAP have liability; TAP will provide a credit note for the replacement parts. Consequential losses owing to failure will not be included.

e) The warranty agreement does not cover modifications or repairs carried out by the purchaser or third parties. Any modifications carried out will immediately invalidate all warranties.

Warranty Claims Procedure

f) All warranty claims will be returned to TAP electronic within 30 days of failure. Parts should be returned to our head office for the attention of the Returns Department.

g) The parts will then be analysed for the cause of failure and the warranty status will be determined.

h) The analysis will result in a failure report and if needed corrective action will be advised to ensure that the best practices are employed and that all practicable precautions and measures have been taken to prevent reccurrence.

i) The Buyer shall give adequate time and opportunity to TAP to remedy any defects and/or advise corrective action. If adequate time or the corrective action is refused then TAP shall have no liability for the defect.

j) Credit note will only be provided after the failure analysis is completed and results known.

Death of Buyer

k) TAP will compensate the Buyer or his personal representatives for personal injury or death to the extent that such personal injury or death is caused wholly or partly by a defect in the goods produced or held out to be produced by TAP save that TAP shall be entitled to rely on the defences provided by Section 4 of the Consumer Protection Act 1987 or to the extent that such personal injury or death is caused by the negligence on the part of TAP its servants or agents for which negligence TAP is liable at law but not further or otherwise.

l) TAP's responsibility under this clause save under sub-clause (d) shall cease if any repair is made or attempted to be made or components not of TAP's manufacture or supply are installed otherwise than by TAP.

m) Any goods not of TAP's manufacture supplied under this contract are sold under such warranty as the makers give to TAP (available on request) and TAP is able without expense to enforce but are not guaranteed by TAP in any other way.

 

Exclusion of liability

n) Save as herein before provided, TAP will not in any circumstances be liable for any loss or damage, whether direct or indirect or consequential, howsoever arising, including but without prejudice to the foregoing caused by

    i.The unsuitability of the goods for the use in which they are put by the buyer

 

9. Claim for Shortage or Loss

a) No claim for damage in transit, shortage of delivery, receipt of faulty goods or loss of goods will be entertained unless in the case of damage in transit or shortage of delivery a separate notice in writing is given to the carrier concerned and to TAP within three days of the receipt of goods followed by a complete claim in writing within ten days of receipt of the goods and in the case of loss of goods notice in writing is given to the carrier concerned and to TAP within seven days of consignment and in the case of receipt of faulty goods, notice in writing is given to TAP within seven days of consignment.

b) In the absence of receipt of such notice in good time, TAP shall be discouraged from all liability in respect of such defects or wrong or short or over-delivery. TAP shall also be discharged from all such liability if the buyer of any sub-purchaser shall subject the goods to any process of manufacture without the buyer's first having carefully examined the goods as provided herein.

 c) Where goods are accepted from the carrier concerned without being checked, the delivery book of the carrier concerned must be signed, “Not examined”. The buyer is obliged to check the goods on delivery and to indemnify and keep indemnified TAP against any claims, demands or proceedings in respect to the quality and safety of the goods in the possession of the buyer including without prejudice to the generality of the foregoing any claims for personal injury to any person other than the buyer.

d) Defects in the goods becoming apparent subsequent to the inspection detailed in clause 9 a) - c) above are to be notified by the buyer to TAP in a written notice to be received by TAP within seven days of their becoming apparent. In the absence of receipt of such notice in good time TAP shall be discharged from all liability in respect to such defects.

 

10. Force Majeure

TAP shall not be liable for any failure or delay in delivering any goods or executing any work under this contract due directly or indirectly to hostilities, outbreak or threat of war, riot, civil commotion, strikes, lockouts, industrial dispute - official or unofficial, legislation or official regulation, wilful damage, the unavailability of transport, or to natural causes such as, but not restricted to, Acts of God, earthquake, flood or tempest, or to fire or accident or theft or any other event outside TAP's control and TAP may by written notice to the buyer forthwith determine this contract but without prejudice to any right of action which may have accrued prior to such termination. Where for such reason the availability of goods to the buyer is delayed, the buyer shall take delivery or collect the goods within seven days of being requested by TAP.

If the delay in delivery occasioned by such force majeure shall continue for more than 60 days either party may then by giving 30 days written notice to the other cancel all parts of the contract not fulfilled by the expiry of this notice period.

 

11. Data Protection Act 2018

a) All personal data provided by the TAP may use will be collected, processed, and held in accordance with the provisions of the Data Protection Act 2018 (EU Regulation 2016/679 General Data Protection Regulation - “GDPR”) and the rights of data subjects under the GDPR.

b) We process the Buyers personal data as a Data Controller under contract necessity, legitimate interest and consent, a legal basis for processing as described in Article 6 of the GDPR.

c) We process the Buyer’s personal data in order to:

1. Provide the Buyer with any on-going support needed in the facilitation of the supply of our services

2. Enable effective interaction and communication between the parties

3. Keep records of communication such as emails, letters and any hand-written notes that are considered relevant to retain

4. Keep records of the Buyer’s purchase for tax and accounting purposes including any required sales order processing documentation

5. Keep records of purchase for warranty and support purposes including implementation / project file documentation

6. Contact the Buyer in relation to future marketing of our products or services

d) We may collect personal data about the Buyer in several ways including but not limited to:

1. Face-to-face

2. By email

3. By post / written form

4. By telephone

5. By interaction with our website

6. By text message

e) The Buyer’s personal data is captured in a number of formats:

1. 1.4.1 Digital data processed within our many Information Technology systems

2. 1.4.2 Hard copy format produced from our Information Technology systems or hand written.

f) We may share the Buyer’s personal data with our third-party data processors in order to process the Buyer’s data for the purposes outlined in section 1.3.

g) We adhere to the Buyer’s rights as data subjects as stated within Articles 12-23 under the GDPR including the Buyer’s rights to know:

1. What personal data we hold about the Buyer

2. The purposes of the processing

3. The categories of personal data concerned

4. The recipients to whom the personal data has/will be disclosed

5. How long we intend to store the Buyer’s personal data for

6. If we did not collect the data directly from the Buyer, information about the source

If the Buyer believes that we hold any incomplete or inaccurate data about the Buyer, the Buyer has the right to ask us to correct and/or complete the information and we will strive to do so as quickly as possible; unless there is a valid reason for not doing so, at which point the Buyer will be notified.

h) The Buyer also have the right to request erasure of the Buyer’s personal data or to restrict processing (where applicable) in accordance with the data protection laws; as well as to object to any direct marketing from us. Where applicable, the Buyer has the right to data portability of the Buyer’s information and the right to be informed about any automated decision-making we may use.

i) If we receive a request from the Buyer to exercise any of the above rights, we may ask the Buyer to verify their identity before acting on the request; this is to ensure that the Buyer’s data is protected and kept secure.

j) We will retain the Buyer’s data for as long as it is legitimately required as stated within our Retention Policy

 

12. Termination of contract.

a) If during the currency of this contract

    i. Any distress or execution is levied on the buyers property or assets

    ii. The buyer (being an individual) makes or seeks to make any arrangements or composition with his creditors or commits any act of bankruptcy is presented or made against him.

    iii. (The buyer being a company) any resolution or petition to wind up the buyer's business (other than for the amalgamation or reconstruction) is passed or presented or a manger or receiver of the buyers undertaking, property or assets or any part thereof is appointed

    iv. The equivalent of any of the foregoing events according to the law of the buyer's place of business shall occur.

    v. The buyer makes default in any payment or is in breach of any of the buyers obligations hereunder.

    vi. The buyer fails to provide any letter of credit, bill of exchange or any other security required under contract between it and the seller.

    vii. The buyer fails to take delivery of any goods under any contract between it and the seller.

    viii. The buyer is involved in any legal proceedings in which the buyer's solvency is questioned or is deemed to be unable to pay the buyer's debts.

    ix. The buyer ceases or threatens to cease trading.

TAP on the giving of seven days' notice to the buyer shall be entitled at its option to terminate this Contract and any other such contract with the buyer and / or suspend deliveries under this Contract and / or any other such contract. The foregoing is without prejudice to any other rights TAP may possess against the buyer for breach of this Contract.

b) On termination of this contract before the completion of delivery of all the goods hereunder for whatsoever reason and without prejudice to any other rights TAP may possess, TAP shall be entitled to payment for such goods, as TAP shall have supplied.

 

13. Validity of Contract

a) The rights of TAP or the buyer shall not be prejudiced or restricted by any indulgence or forbearance extended by either party to the other, and no waiver by either party in respect of any breach shall operate as a waiver in respect of any breach shall operate as a waiver in respect of any subsequent breach.

b) The invalidity of unenforceability for any reason of any part of this contract shall not prejudice or affect the validity or enforceability of the remainder.

c) The failure on the part of either party to the contract to exercise or enforce any rights conferred by the contract shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.

 

14. Licenses and Availability of Goods

Contracts and orders are accepted subject to TAP receiving any necessary license to purchase or to use and the availability to TAP of the required raw materials or instruments or other goods necessary for the production of the goods the subject matter of this contract.

 

15. Price

a) After the expiration of 90 days from the date of the quotation TAP shall be entitled to alter the price appearing in the quotation without prior notice to the buyer and any order received by TAP after such date shall be governed by the prices ruling at the date of receipt of order.

b) TAP further reserves the right to increase the price quoted to take account of increases in costs including labour overheads transportation and raw materials and for the fluctuation of exchange rates between the quotation date the date of delivery of the goods of execution of the work

c) All prices quoted are net of value added tax and value added tax will be charged thereon at the appropriate rate for the time being

d) All prices quoted are exclusive of import VAT or any other taxes duties or imposts

e) Additional charge will be made on all dispatches to cover the cost of packing, packing materials, insurance and shipment of the goods to their specified destination. This additional charge will be at the rate ruling on the date of despatch

f) At the Buyer's written request TAP will arrange on behalf of the Buyer freight and insurance to a named destination in accordance with the normal terms and conditions of carriers and insurers prevailing at the time of shipment. The choice of carrier, insurer and agents used shall be at TAP's discretion and all costs incurred by TAP in providing this additional service shall be reimbursed by the Buyer to TAP against its invoice. Any amount quoted for this service will be an estimate only and the Buyer shall reimburse the actual costs incurred.

 

16. Acceptance of Quotation

a) No binding contract shall be deemed to have been effected by the acceptance by the Buyer of any quotation made by TAP until the order constituted by such acceptance has been confirmed by TAP in writing

b) Quotations by TAP shall not constitute an offer and TAP reserves the right to withdraw or amend the same at any time prior to written confirmation of acceptance

c) Exceptions or alterations to any part of the quotation are valid only if specifically agreed by the Seller in writing prior to contract

 

17. Right of Set Off

a) The Buyer shall pay the purchase price in accordance with the terms of this Contract and shall be entitled to make any deductions or set off against payments either in respect of any claim arising under this Contract made between the Buyer and TAP or for any other reason

 

18. Assignment of Contract

a) TAP may assign the benefit of or any right under this agreement

b) The Buyer may not assign the benefit of or any right under this agreement without the prior written consent of TAP

 

19. Services of Notices and the giving of Consent

Any Notice. Consent or the like required to be given by TAP to the Buyer in connection with this agreement shall be in writing and shall be sent by first Class Post, Facsimile Transmission or Telex to the last known address of the Buyer or its principal place of business and every such Notice Consent and the like shall be deemed to have been give at the time when in the ordinary course of transmission it should have been delivered at the address to which it was sent.

 

20. Arbitration

Any dispute under the contract shall be referred to an arbitrator to be appointed by both parties or in defaults of agreement by the President of the Law Society for the time being and the decision of the arbitrator however appointed shall be binding on both parties. The submission to arbitration shall be pursuant to the Arbitration Act 1960 to 1979 or any statutory modification thereof for the time being in force

 

21. Law Applicable

These conditions and the contract shall be subject to and construed in accordance with Dutch Law and the Courts of The Netherlands shall have exclusive jurisdiction to hear and determine any claim or action in respect of this contract in The Netherlands.

 

22. Language

The text of these Conditions of Sale herein written in English language is the authentic text and any difficulties or uncertainties in interpretation shall be resolved solely by reference to this text

 

23. Headings to any of these conditions are included to facilitate reference only and shall not affect the construction thereof.