General Terms and Conditions

Article 1. General

These general terms and conditions (hereinafter: "conditions") apply to every offer, quotation, and agreement, including agreements concluded via the webshop, between Ticra, also trading under the name Dundalk Leisurecraft Europe (hereinafter: "Ticra"), and a buyer, unless explicitly agreed otherwise in writing by the parties.
The present conditions also apply to agreements with Ticra where third parties are engaged by Ticra for the execution of the agreement.
The applicability of any purchase or other (general) terms and conditions of the buyer is expressly rejected.
If one or more provisions in these conditions are at any time wholly or partially null and void or should be annulled, the remaining provisions in these conditions shall remain fully applicable. Ticra and the buyer shall then consult to agree upon new provisions to replace the void or annulled provisions, taking into account the purpose and intent of the original provisions as much as possible.

Article 2. Quotations, Offers, and Price Increases

All quotations and offers from Ticra are without obligation, unless a term for acceptance has been set in the quotation or offer. A quotation or offer lapses if the item to which the quotation or offer relates is no longer available in the interim.
Ticra cannot be held to its quotations or offers if the buyer can reasonably understand that the quotations or offers, or a part thereof, contain an obvious mistake or error.
The prices stated in a quotation or offer include VAT and other government levies, as well as any costs to be incurred and administration costs within the framework of the agreement, unless otherwise agreed in writing.
If the acceptance deviates (whether on minor points or not) from the offer included in the quotation or offer, Ticra is not bound by it. The agreement then does not come into effect in accordance with this deviating acceptance, unless otherwise agreed in writing.
If a composite price quotation has been offered and only a part of that quotation will be executed, Ticra is entitled to apply a new price quotation for that part.
Offers or quotations do not automatically apply to future orders.
If Ticra agrees on a certain price when concluding the agreement, Ticra is entitled to increase the price under the following circumstances, even if the price was not originally stated with reservation: a) If the price increase is the result of an amendment to the agreement; b) If the price increase results from an obligation imposed on Ticra by law; c) In other cases (including, but not limited to, a cost price increase by the supplier), with the understanding that the buyer is entitled to dissolve the agreement by a written declaration if the price increase exceeds 10%, unless Ticra is then still willing to execute the agreement based on the originally agreed amount.

Article 3. Delivery Times, Execution, and Amendment of Agreement

If a term has been agreed upon or specified for the completion of certain work or for the delivery of certain items, this is never a strict deadline. If a term is exceeded, the buyer must therefore give Ticra written notice of default. Ticra must then be offered a reasonable period to still execute the agreement.
Ticra has the right to have certain work performed by third parties.
Ticra is entitled to execute the agreement in different phases and to invoice the part thus executed separately.
If Ticra requires data from the buyer for the execution of the agreement, the execution period shall not commence before the buyer has provided this data correctly and completely to Ticra.
When sending and/or assembling ordered items, the buyer must be present at the delivery address on the specified day of delivery or leave clear instructions for the transporter. If the transporter has to make a subsequent attempt to deliver the items at a later time, Ticra is entitled to invoice the buyer for the costs incurred. The buyer must ensure good accessibility to the location where the item is delivered. The buyer is also responsible for obtaining any necessary permits or exemptions.
If a machine and/or other auxiliary equipment must be rented for the placement of the items, these additional costs are for the buyer, unless otherwise agreed in writing.
If during the execution of the agreement it appears necessary to modify or supplement it for proper execution, the parties shall proceed to adjust the agreement in a timely manner and in mutual consultation. In that case, Ticra will not perform or commence the work until the buyer has given written approval.
Without thereby being in default, Ticra may refuse a request for amendment of the agreement if this could have consequences in terms of quality and/or quantity, for example, for the work to be performed or items to be delivered in that context, including but not limited to a technically impossible adjustment or additional delivery of items no longer available.
If the buyer fails to properly comply with what he is obliged to do towards Ticra within the framework of the work to be performed by Ticra, the buyer is liable for all damage (including costs) incurred by Ticra directly or indirectly as a result.
The risk of loss, damage, or devaluation passes to the buyer at the moment the items are brought into the buyer's control, or if the buyer uses a transporter engaged by them, at the moment the items are with the respective transporter.
After the item has been delivered, the buyer is obliged to accept it. If the buyer refuses to accept the item, Ticra is entitled to store the item at the buyer's expense.

Article 4. Suspension, Dissolution, and Early Termination of the Agreement

Ticra is authorized to suspend the fulfillment of obligations or to dissolve the agreement immediately and with immediate effect, without Ticra being liable for payment of any compensation, if: a) The buyer fails to fulfill the obligations under the agreement, fails to fulfill them completely, or fails to fulfill them on time. b) After the conclusion of the agreement, facts or circumstances have come to Ticra's attention on the basis of which Ticra has good reason to fear that the buyer will not fulfill the obligations. c) There is a price increase as referred to in Article 2, paragraph 7, subparagraph c, whereby Ticra has given the buyer written opportunity to dissolve the agreement within a reasonable period and the buyer does not respond or the buyer's actions indicate that they will not agree to a price increase. d) When concluding the agreement, the buyer was requested to provide security for the fulfillment of his obligations under the agreement and this security is not provided or is insufficient. e) If, due to the delay on the part of the buyer, Ticra can no longer be reasonably expected to perform the agreement under the originally agreed conditions. f) Circumstances arise that are of such a nature that fulfillment of the agreement is impossible or unchanged maintenance thereof cannot reasonably be required of Ticra.
If the dissolution is attributable to the buyer, the buyer is obliged to compensate the damage, including costs, arising directly and indirectly therefrom.
If Ticra proceeds to suspension or dissolution on the grounds mentioned in this article, it is not liable in any way to compensate for damage and costs arising therefrom in any way.
Only if the agreement is terminated by Ticra due to circumstances on Ticra's part, Ticra will, after consultation with the buyer, arrange for the transfer of the (yet to be performed) work to a third party. In the following cases, Ticra is also free to terminate or dissolve the agreement immediately and with immediate effect, without Ticra being liable for payment of any compensation: in case of liquidation; in case of (requests for) suspension of payments or bankruptcy; in case of attachment at the expense of the buyer; in case of debt restructuring; in case of any other circumstance whereby the buyer can no longer freely dispose of his assets. Ticra's claims against the buyer are immediately due and payable in that case.
If the buyer cancels a placed order in whole or in part, the items ordered or prepared for it, increased by any transport and delivery costs thereof and the labor time reserved for the execution of the agreement, will be fully charged to the buyer. The cancellation costs have a minimum of 15% of the order amount and must be paid within 14 days of cancellation.
If the counterparty is not satisfied with the item, it is possible to return the item within 7 days after delivery and after written confirmation by Ticra, provided it is unused and undamaged, in good condition and original packaging. Any advance payment made for the returned items will be reimbursed to the counterparty by Ticra no later than 30 days after receipt of the items. The buyer must arrange for the free return of the item. This cooling-off period does not apply in the following cases: purchases that are specially made to order; purchases that must be assembled on site; purchases that cannot reasonably be placed without machines, tools or other auxiliary materials.

Article 5. Force Majeure

Ticra is not obliged to fulfill any obligation towards the buyer if Ticra is hindered by circumstances beyond its fault, and which cannot be attributed to it by virtue of law, a legal act, or generally accepted practice.
Ticra also has the right to invoke force majeure if the circumstance preventing (further) fulfillment of the agreement occurs after Ticra should have fulfilled its obligation.
Ticra can suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than three months, either party is entitled to dissolve the agreement, without obligation to compensate the other party for damages.
If Ticra has already partially fulfilled its obligations under the agreement at the time the force majeure occurs, or will be able to fulfill them, and the fulfilled or to be fulfilled part has independent value, Ticra is entitled to invoice the already fulfilled or to be fulfilled part separately. The buyer is obliged to pay this invoice as if it were a separate agreement.

Article 6. Payment and Collection Costs

Payment must always be made in accordance with the agreement and in any case prior to the delivery of the items. If the invoice does not specify a payment term, payment must always be made within 14 days of the invoice date, in a manner indicated by Ticra and in the currency in which it was invoiced, unless otherwise specified in writing by Ticra.
In the absence of timely payment of an invoice, the buyer is legally in default. The buyer then owes statutory (commercial) interest.
Ticra has the right to apply payments made by the buyer primarily to reduce costs, then to reduce accrued interest, and finally to reduce the principal sum and current interest.
Objections to the amount of an invoice do not suspend the payment obligation.
If the buyer is in default or fails to (timely) fulfill his obligations, all reasonable costs incurred to obtain satisfaction out of court shall be borne by the buyer. The extrajudicial costs are calculated in accordance with the Dutch "Besluit vergoeding voor buitengerechtelijke incassokosten" (Decree on compensation for extrajudicial collection costs).

Article 7. Retention of Title

All items delivered by Ticra within the framework of the agreement remain the property of Ticra until the buyer has properly fulfilled all obligations under the agreement(s) concluded with Ticra.
Items delivered by Ticra, which fall under the retention of title pursuant to paragraph 1, may not be resold and may never be used as a means of payment. The buyer is not authorized to pledge or encumber in any other way the items falling under the retention of title.
The buyer must always do everything that can reasonably be expected of him to secure Ticra's ownership rights and will always take good care of the items.
If third parties seize the items delivered under retention of title or wish to establish or assert rights thereon, the buyer is obliged to immediately inform Ticra thereof.
The buyer undertakes to insure the items delivered under retention of title and to keep them insured against fire, explosion, and water damage and against theft. The buyer must provide the policy of this insurance for inspection to Ticra upon first request. In the event of a possible payment from the insurance, Ticra is entitled to these funds. If and to the extent necessary, the buyer undertakes in advance towards Ticra to cooperate with everything that may be necessary or desirable in that context.
In the event that Ticra wishes to exercise its ownership rights referred to in this article, the buyer grants Ticra and any third parties engaged by Ticra unconditional and irrevocable permission in advance to enter all places where Ticra's properties are located and to take back those items.

Article 8. Conformity, Inspection, and Complaints

Ticra guarantees that the items to be delivered by it comply with the usual requirements and standards that can reasonably be expected thereof at the time of delivery for normal and intended use. It is understood that wood is a natural product and therefore always works. This "working" is influenced by external factors (such as, but not limited to, varying temperatures, moisture, and sunlight). For this reason, Ticra does not guarantee possible consequences of the "working" of wood, such as, but not limited to, warping, cracking, and gaps between planks.
The buyer guarantees to Ticra that the item and its properties comply with the regulations of the country or place where the item is delivered.
The guarantee mentioned in paragraph 1 of this article only applies to normal use and only to material defects. The guarantee mentioned in paragraph 1 of this article applies for a period of no more than 1 year after delivery, unless the nature of the delivered item dictates otherwise or the parties have agreed otherwise in writing. If the guarantee provided by Ticra concerns an item produced by a third party, the guarantee is limited to the guarantee and term provided by that producer, unless stated otherwise in writing. After the expiry of the warranty period, all costs for repair or replacement, including administration, shipping, and call-out costs, will be charged to the buyer.
Any form of guarantee lapses if: a defect has arisen as a result of or stems from improper or inappropriate use of the item; incorrect storage or maintenance of the item by the buyer and/or by third parties; without instructions from Ticra, the buyer or third parties have made or attempted to make changes to the item, or have attached other items to it that should not be attached; the item or supplied items are processed or worked in a manner other than the prescribed manner; the item has not been installed and/or used by the buyer according to the supplied assembly and user manual; the item has not been installed by the buyer according to local building regulations; if a wood-fired product has been fired with products other than clean and dry firewood. In this regard, products with abnormal burning properties, such as, but not limited to, glued wood, plywood, and painted wood, can lead to excessive temperatures that can damage the item; there is normal wear and tear; there are cracks/fissures due to overheating; ovens have not been properly cured; slow firing should always be done according to the schedule; there are normal hairline cracks due to expansion and contraction. The buyer is also not entitled to a guarantee if the defect has arisen due to or is the result of circumstances over which Ticra has no influence, including but not limited to weather conditions (such as, for example, extreme rainfall or temperatures) etc.
The buyer is obliged to inspect the delivered goods immediately at the moment the item is made available to him or the relevant work has been performed. The buyer must investigate whether the quality and/or quantity of the delivered goods corresponds to what has been agreed and meets the requirements agreed upon by the parties in that regard. Any defects must be reported to Ticra in writing within 7 days of discovery, or within 7 days after the buyer could have discovered the defect. The report must contain as detailed a description of the defect as possible, including photos thereof, so that Ticra is able to respond adequately. The buyer must give Ticra the opportunity to investigate a complaint. Furthermore, in the case of directly visible transport damage, the buyer is obliged to report this damage to Ticra in writing within 24 hours. The report must contain as detailed a description of the defect as possible, including photos thereof.
If the buyer complains in a timely manner and in accordance with Article 8.4, this does not suspend his payment obligation. In that case, the buyer remains obliged to accept and pay for the other ordered items, unless they have no independent value.
If a defect is reported later or if a complaint is not made in accordance with Article 8.4, the buyer no longer has the right to repair, replacement, or compensation, unless a longer period results from the nature of the item or the other circumstances of the case.
If it is established that an item is defective and a complaint has been made in a timely manner, Ticra will, at Ticra's option, replace the defective item within a reasonable period after its return receipt or, if return is not reasonably possible, after written notification of the defect by the buyer, or arrange for its repair or pay the buyer replacement compensation for it. In case of replacement, the buyer is obliged to immediately return the original item to Ticra and transfer ownership thereof to Ticra, unless Ticra states otherwise in writing.
If it is established that a complaint is unfounded, the costs incurred by Ticra as a result, including investigation costs, shall be borne entirely by the buyer.

Article 9. Liability

If Ticra should be liable, this liability is limited to what is regulated in these conditions.
Ticra is not liable for damage, of any kind whatsoever, caused by Ticra relying on incorrect and/or incomplete data provided by or on behalf of the buyer.
Ticra is exclusively liable for direct damage.
Direct damage is exclusively understood to mean: the reasonable costs for determining the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these conditions; any reasonable costs incurred to make Ticra's defective performance conform to the agreement, insofar as these can be attributed to Ticra; reasonable costs incurred to prevent or limit damage, insofar as the buyer demonstrates that these costs have led to a limitation of direct damage as referred to in these conditions.
Ticra is never liable for indirect damage, including consequential damage, lost profit, missed savings, and damage due to business or other stagnation. In the case of consumer purchase, this limitation does not extend further than what is permitted under Article 7:24 paragraph 2 of the Dutch Civil Code.
If Ticra should be liable for any damage whatsoever, Ticra's liability is limited to the invoice value of the order, or at least to that part of the order to which the liability relates.
Ticra's liability is in any case always limited to the amount of the payment by its insurer in such a case.
If damage occurs to, for example, the garden or paving due to the use of auxiliary equipment, this is the sole responsibility of the buyer.
The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence on the part of Ticra.

Article 10. Indemnification

The buyer indemnifies Ticra against any claims by third parties who suffer damage in connection with the execution of the agreement and whose cause is attributable to others than Ticra.

Article 11. Intellectual Property

Ticra reserves the rights and powers accruing to it under the Dutch Copyright Act, the Dutch Patents Act 1995, and other intellectual property legislation and regulations. Ticra has the right to use the knowledge gained by it through the execution of an agreement for other purposes as well, provided that no strictly confidential information of the buyer is brought to the attention of third parties.

Article 12. Applicable Law and Disputes

All quotations, offers, and agreements are exclusively governed by Dutch law.
The applicability of the Vienna Sales Convention is expressly excluded. All disputes related to or arising from offers from Ticra or agreements concluded with it shall be submitted to the competent court in Midden-Nederland, unless the law explicitly designates another court as competent.

Article 13. Location and Amendment of Conditions

These conditions have been filed with the Chamber of Commerce for Gooi-, Eem- en Flevoland under file number 70489874.
The most recently filed version or the version that applied at the time the legal relationship with Ticra was established shall always apply.
The Dutch text of the conditions shall always be decisive for their interpretation.

Article 14. Personal Data

Ticra requires personal data for the delivery of its goods and the performance of its activities. All personal data provided by the buyer will be processed by Ticra exclusively for the purpose of entering into and executing agreements. Any limitations of the Internet regarding the protection of personal data are beyond Ticra's control and cannot be attributed to Ticra.

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