Article 1: General

1. These terms and conditions apply to all offers, quotations, assignments, and agreements for the delivery of goods and services entered into by TTS Group B.V., hereinafter referred to as “TTS Group,” for the benefit of its customers and clients, hereinafter referred to as “customer.”
2. Special terms and conditions that deviate from the general terms and conditions of TTS Group are only applicable if they have been agreed upon in writing between TTS Group and the customer.
3. The general terms and conditions used by the customer are not applicable unless and to the extent confirmed in writing by TTS Group. In case of conflicting provisions between those of TTS Group and the customer, the terms of TTS Group prevail.
4. In case of conflict between the content of the agreement concluded between TTS Group and the customer and these general terms and conditions, the provisions of the agreement shall apply.

Article 2: Offers and Quotations

1. Offers made by TTS Group are non-binding and valid for thirty days unless otherwise stated.
2. If the customer provides TTS Group with data, drawings, models, etc., TTS Group may rely on their accuracy and completeness and base its offer on them. If the data, drawings, models, etc., provided by the customer prove to be incorrect and/or incomplete after TTS Group has made the offer, TTS Group is entitled to adjust the offer according to the correct and/or complete data.
3. The prices mentioned in the offers and quotations are exclusive of VAT and other government levies, as well as shipping and any transport and packaging costs, unless explicitly stated otherwise. Prices are valid for delivery ex works.
4. The terms in offers and quotations do not automatically apply to repeat orders.
5. If an offer or quotation is not accepted, TTS Group has the right to charge the customer for all costs incurred in preparing the offer.

Article 3: Formation of Agreement

1. An agreement is only concluded after the customer has sent the signed offer to TTS Group within thirty days of the date thereof, either in writing or digitally.
2. Interim price changes that affect the cost price, such as, but not limited to, changes in raw material prices, the goods to be delivered, wages, transport costs, exchange rates, import duties, etc., may be passed on by TTS Group, deviating from the original offer.
3. After accepting the order, changes indicated by the customer will only be implemented if confirmed in writing by TTS Group. TTS Group reserves the right not to implement changes indicated by the customer. The non-implementation of the indicated changes is never a valid reason for the customer to dissolve the agreement or order in whole or in part. The customer remains liable for the payment of the agreed purchase price.
4. Costs arising from additions and/or changes to the agreement are for the account of the customer and will be invoiced based on subsequent calculation.

Article 4: Execution of the Agreement

1. TTS Group will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship, based on the state of the art at that time.
2. If and insofar as a proper execution of the agreement requires, TTS Group has the authority to have the agreed work performed by third parties.
3. The customer ensures that all data, which TTS Group indicates are necessary or which the customer should reasonably understand are necessary for the execution of the agreement, are provided to TTS Group in a timely manner. If the data required for the execution of the agreement are not provided to TTS Group in time, TTS Group has the right to suspend the execution of the agreement and/or to charge the customer for the additional costs resulting from the delay according to the usual rates.
4. Parts made available to TTS Group by or on behalf of the customer, which must be applied or processed in or on the product to be manufactured by TTS Group, must be delivered by the customer to TTS Group in the required quantity in a timely manner, free of charge and carriage paid.
5. The customer guarantees the soundness and proper operation of the supplied parts, as well as their applicability and suitability for the execution of the agreement by TTS Group.
6. If the parts mentioned are delivered too late or cannot be processed, the customer is liable for the resulting damage, including but not limited to production downtime.
7. If it is agreed that the agreement will be executed in phases, TTS Group will only proceed to the next phase after the customer has approved the results of the previous phase in writing.

Article 5: Molds, Models, and Originals

1. All molds manufactured by TTS Group, necessary for the production of the goods to be delivered or the execution of the order, and prepaid by the customer, remain with TTS Group unless otherwise specified in writing by TTS Group. The molds will be stored by TTS Group if they are not used for production and need not be returned to the customer – upon written request – earlier than one year after delivery and/or payment of the last order placed by the customer with TTS Group, produced with these molds. After this period, TTS Group is entitled to destroy the molds.
2. TTS Group is not liable for loss, disappearance, or damage to the molds, except in the case of gross negligence or intent. TTS Group is never liable for gross negligence or intent on the part of auxiliary persons who are not subordinates. The liability for damage resulting from loss, disappearance, or damage due to gross negligence or intent is limited to the repair or replacement of the mold, at the discretion of TTS Group.
3. Originals, made for the molds, can be made available to the customer against proof of receipt and after settlement of any outstanding claims of TTS Group against the customer. When storing the originals at TTS Group, a storage period of three years is applied.

Article 6: Delivery

1. Delivery is ex-works of TTS Group.
2. Specified delivery times are approximate. TTS Group is not liable for the consequences of exceeding the specified delivery time. Exceeding the delivery time does not entitle the customer to dissolution or compensation.
3. The customer is obliged to take delivery of the goods at the time TTS Group delivers them or has them delivered, or at the time TTS Group notifies the customer that the goods are available to him.
4. If the customer refuses to take delivery or fails to provide information or instructions necessary for the delivery, TTS Group is entitled to store the goods at the expense and risk of the customer. TTS Group is also entitled, at its discretion, to demand payment of the amount due to it for the undelivered goods or to consider the agreement, insofar as not executed, dissolved without judicial intervention and, in both cases, to demand full compensation for the damage suffered and to be suffered by it as a result.
5. If the goods are delivered, TTS Group is entitled to charge any delivery and transport costs unless otherwise agreed. These will then be invoiced separately.
6. The mode of transport is determined by TTS Group unless otherwise agreed. Under all circumstances, transport is entirely at the expense and risk of the customer.
7. TTS Group is entitled to deliver the goods in parts, unless otherwise agreed or the partial delivery has no independent value. TTS Group is entitled to invoice the delivered parts separately. If and as long as a partial shipment is not paid by the customer and/or the customer otherwise fails to fulfill the agreement or agreements made, TTS Group is entitled to suspend the following (partial) shipments until the customer has fulfilled all his obligations, without prejudice to the right of TTS Group to dissolve the agreement without judicial intervention and to claim compensation.
8. The risk of loss or damage to the goods that are the subject of the agreement passes to the customer at the time of delivery or at the time the customer is notified that the goods are available to him.

Article 7: Inspection, Complaints, Returns

1. The customer is obliged to inspect the delivered goods at the time of delivery or as soon as possible thereafter. The customer must check whether the quality and quantity of the delivered goods correspond to what was agreed or at least meet the requirements that apply to them in normal commercial transactions.
2. Any advice given by TTS Group regarding technical application, whether verbally, in writing, or otherwise, does not release the customer from the obligation mentioned in paragraph 1 of this article.
3. Any visible defects must be reported to TTS Group in writing within eight days of delivery. Non-visible defects must be reported within three weeks of discovery, but no later than 12 months after delivery, failing which the customer can no longer invoke any defect in performance by TTS Group.
4. If a complaint is made in time under the previous paragraph, the customer remains obliged to accept and pay for the purchased goods. If the customer wishes to return defective goods, this can only be done with prior written consent from TTS Group in the manner indicated by TTS Group.
5. Complaints can only be made regarding goods that are still in the condition in which they were delivered.
6. Returns that are not preceded by the written complaint referred to in paragraph 3 of this article are not permitted. The costs of such unauthorized returns are at the customer’s expense.
7. In the case of unauthorized returns, TTS Group is entitled to store the goods at the expense and risk of the customer.
8. The customer is obliged to carefully package, ship, and insure the goods to be returned. The customer is liable for damage to the returned goods due to his fault or negligence.

Article 8: Payment

1. Payment must be made within 14 days of the invoice date in the currency invoiced, in a manner to be indicated by TTS Group, without any discount or set-off. Objections to the amount of the invoices do not suspend the payment obligation.
2. If the customer fails to pay within the 14-day period, he is in default by operation of law, without the need for any notice of default or notification. The customer then owes statutory commercial interest. The interest on the payable amount will be calculated from the time the customer is in default until the time of full payment.
3. In the event of liquidation, bankruptcy, or suspension of payments of the customer, the claims of TTS Group against the customer are immediately due and payable. Furthermore, TTS Group has the right to declare all agreements with the customer dissolved without further notice of default or judicial intervention, without prejudice to its other statutory rights.
4. TTS Group has the right to apply the payments made by the customer first to reduce the costs, then to reduce the accrued interest, and finally to reduce the principal amount and the current interest.
5. TTS Group may, without being in default, refuse an offer of payment if the customer indicates a different order of allocation.
6. TTS Group may refuse full repayment of the principal amount if the accrued and current interest and costs are not also paid.

Article 9: Collection Costs

1. If the customer is in default or in breach of his obligations, all reasonable costs incurred by TTS Group to obtain satisfaction out of court are at the customer’s expense. In any case, the customer owes collection costs in the event of a monetary claim, in addition to statutory interest.
2. The collection costs amount to 15% of the invoice amount, with a minimum of €250.00.

Article 10: Retention of Title

1. All goods delivered by TTS Group, including any designs, sketches, drawings, films, software, (electronic) files, etc., remain the property of TTS Group until the customer has fulfilled all obligations arising from the agreement(s) concluded with TTS Group.
2. The customer is not entitled to pledge or otherwise encumber the goods subject to retention of title.
3. If third parties seize the goods delivered under retention of title or wish to establish or enforce rights to them, the customer is obliged to inform TTS Group as soon as reasonably expected.
4. The customer undertakes to insure and keep insured the goods delivered under retention of title against fire, explosion, and water damage as well as theft and to provide TTS Group with the insurance policy for inspection upon first request.
5. Goods delivered by TTS Group that are subject to retention of title pursuant to paragraph 1 of this article may only be sold in the course of normal business operations and never used as a means of payment. TTS Group is entitled to attach the condition to this prior resale that the claim from the mentioned purchase agreement(s) is assigned to TTS Group as security.
6. If TTS Group wishes to exercise its property rights as specified in this article, the customer now grants unconditional and irrevocable permission to TTS Group or third parties designated by it to enter all places where TTS Group’s property is located and to take back those goods without further notice of default or judicial intervention.

Article 11: Liability

1. TTS Group is only liable for damage suffered by the customer which is the direct and exclusive result of a shortcoming attributable to TTS Group in the performance of the agreement. Only damage against which TTS Group is insured is eligible for compensation.
2. If TTS Group has not taken out insurance for the damage suffered by the customer at the time of concluding the agreement, or if the mentioned insurance for whatever reason does not cover the damage, the liability of TTS Group is limited to the highest of the following amounts:
   1. €5,000;
   2. The invoice amount of the agreement in the context of which the damage occurred.
3. TTS Group is never liable for any form of consequential damage, including but not limited to production stoppage or lost profits.
4. TTS Group is only required to deliver according to the specifications agreed upon when the agreement was concluded. TTS Group accepts no liability for the applicability of the goods supplied by the customer for any purpose.
5. All images, drawings, data on weights, dimensions, colors, etc., stated by TTS Group in any document, other than the order confirmation, are approximate and do not entitle the customer to any rights.
6. TTS Group is not liable for inaccuracies in data, drawings, documents, etc., and advice provided by or on behalf of the customer for use in the execution of the agreement.
7. TTS Group is not liable for damage to materials supplied by or on behalf of the customer as a result of improper processing. At the request of the customer, TTS Group will perform the processing again, with new material supplied by the customer at his expense.
8. TTS Group is not liable for damage resulting from improper and non-compliant use of the products supplied by TTS Group according to any usage instructions.
9. TTS Group is not liable for the applicability and durability of the products supplied by it that are used as part of goods not supplied by it.
10. Claims against TTS Group for incorrectly given advice expire if they are not reported in writing and with reasons within six months after the customer was or reasonably should have been aware of the facts on which the claims are based and in any case five years from the date of the relevant order.

Article 12: Force Majeure

1. Parties are not obliged to fulfill any obligation if they are hindered by circumstances beyond their control and not due to their fault, nor by law, a legal act, or generally accepted practice.
2. Force majeure in these general terms and conditions means, in addition to what is understood in law and jurisprudence, all external causes, foreseen or unforeseen, over which TTS Group has no influence and which prevent TTS Group from fulfilling its obligations. This includes strikes in the company of TTS Group and non-delivery or late delivery by suppliers of TTS Group.
3. TTS Group is also entitled to invoke force majeure if the circumstance preventing further performance occurs after TTS Group should have fulfilled its obligation.
4. Parties can suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, each party is entitled to dissolve the agreement without any obligation to compensate the other party.
5. If TTS Group has already partially fulfilled its obligations under the agreement at the time of the occurrence of force majeure or will be able to fulfill them, and if the part fulfilled or to be fulfilled has independent value, TTS Group is entitled to invoice the already fulfilled or to be fulfilled part separately. The customer is obliged to pay this invoice as if it were a separate agreement.

Article 13: Indemnifications

1. The customer indemnifies TTS Group against claims by third parties regarding intellectual property rights on materials or data provided by the customer, which are used in the execution of the agreement.
2. If the customer provides TTS Group with data carriers, electronic files, or software, etc., the customer guarantees that no third-party property or copyright will be infringed and that the data carriers, electronic files, or software are free of viruses and defects.
3. The customer indemnifies TTS Group against all claims by third parties due to product liability resulting from a defect in a product delivered by the customer to a third party that (partially) consisted of products and/or materials supplied by TTS Group.
4. The customer indemnifies TTS Group against claims by third parties who suffer damage in connection with the execution of the agreement and which is attributable to the customer.

Article 14: Intellectual Property and Copyright

1. The customer is not permitted to make changes to the goods unless the nature of the delivered item dictates otherwise or has been agreed upon in writing.
2. Any designs, sketches, drawings, films, software, and other materials or (electronic) files created by TTS Group as part of the agreement remain the property of TTS Group, regardless of whether they have been provided to the customer or third parties unless otherwise agreed.
3. All documents provided by TTS Group, such as designs, sketches, drawings, films, software, (electronic) files, etc., are intended solely for use by the customer and may not be reproduced, published, or brought to the attention of third parties without the prior consent of TTS Group, unless the nature of the provided documents dictates otherwise.
4. TTS Group reserves the right to use the knowledge gained through the execution of the work for other purposes, provided that no confidential information is disclosed to third parties.

Article 15: Confidentiality

1. Both parties are obliged to maintain the confidentiality of all confidential information they have received from each other or from other sources in the context of their agreement. Information is considered confidential if it has been communicated by a party or if it results from the nature of the information.
2. If, on the basis of a statutory provision or a court decision, TTS Group is obliged to disclose confidential information to third parties designated by law or the competent court, and TTS Group cannot invoke a statutory or court-recognized or permitted right of non-disclosure, TTS Group is not obliged to pay damages or compensation, and the customer is not entitled to dissolve the agreement on the basis of any damage resulting from this.

Article 16: Disputes

1. The competent court of the District Court of Noord-Nederland, location Groningen, has exclusive jurisdiction in the first instance to hear disputes arising in any way from the agreement(s) between