General terms and conditions of sale
1. Definitions
1.1 In these Conditions the words and expressions below have the meaning stated next to them:
"General Conditions of Sale": the terms and conditions contained in this document.
“TIP”: the T.I.P. group entity as described in the Contract who enters into a Contract with the Buyer to sell Transport Materials to the Buyer or who conducts negotiations to that end with the Buyer.
"Buyer": the person, firm or company who enters into a contract with TIP to buy Transport Materials or who conducts negotiations to that end with TIP.
"Contract": agreement to buy and sell Transport Materials which can be materialized by TIP order confirmation based on Buyer’s purchase order.
"Transport Materials": used trucks, vans and/or articulated trucks trailers, semi-trailers and other means of transport offered for sale by TIP.
1.2 Words in the plural also include the singular and vice versa.
2. Scope of Application
2.1 All offers made by TIP and all Contracts made with TIP shall be deemed to incorporate the General Conditions of Sale.
2.2 The application of any terms or conditions of the Buyer is expressly excluded.
2.3 No variation of or addition or supplement to these General Conditions of Sale and/or the Contract is effective unless and to such extent as is expressly accepted in writing by TIP.
2.4 A Buyer who has entered into a particular Contract governed by the General Conditions of Sale shall be deemed to have accepted the application of the General Conditions of Sale (as amended from time to time) to any subsequent Contracts for the sale of Transport Materials.
3. Offers and Effecting of Contract
3.1 No proposal made by TIP prior to the Buyer's order shall constitute an offer capable of acceptance.
3.2 TIP shall be committed, and a Contract shall be deemed concluded, only if, and when, the Buyer's order has been accepted by TIP through an order confirmation, or by TIP beginning performance of its obligations under the Contract.
3.3 Upon issuance of the Order Confirmation any and all arrangements or promises previously made in relation to particular Transport Materials shall be considered cancelled, unless expressly otherwise agreed in writing.
4. Delivery
4.1 Save where a different place of delivery has been agreed in writing, delivery of the Transport Materials shall be made at TIP’s premises as set out in the Contract or as indicated by TIP in writing.
4.2 Subject to paragraph 4.3 below, the risk in the Transport Materials shall pass to the Buyer at the moment of delivery.
4.3 If delivery at a place other than TIP's premises has been agreed, the shipment of the Transport Materials to the agreed place of delivery shall be at the expense and the risk of the Buyer, and in this situation, risk shall pass to the Buyer at the time when the Contract is concluded.
4.4 Unless otherwise agreed between the parties and confirmed in writing by TIP on the order confirmation, the Transport Materials shall be supplied in the state and condition which they are in on the date when the Contract is concluded, either with the appropriate vehicle fixates and/or other registration documents. The Buyer will be given a reasonable opportunity to inspect the Transport Materials before the Contract is made and will accept the state and condition of the Transport Materials at that time. The Buyer’s execution of the Contract serves as evidence that the Buyer has accepted the state and condition of the Transport Materials.
4.5 The Buyer shall, before putting the Transport Materials into use, remove any logo and/or other mark or sign on the Transport Materials when they are delivered showing the identity of any previous owner or user of the Transport Materials. The Buyer shall indemnify and hold TIP harmless from and against all liability to third parties which may arise from a breach of this paragraph.
5. Time of Delivery
The date of delivery given by TIP shall be an estimated date only. TIP shall not be liable for any damage or loss resulting from any delay in the delivery of the Transport Materials nor for any damage caused upon delivery of the Transport Materials.
6. Purchase Commitment
6.1 If the Buyer does not take delivery of the Transport Materials which it has ordered within the agreed period, TIP may at any time and at its discretion:
a) store the Transport Materials concerned for the Buyer’s account at a charge to be determined by TIP by reference to local market rates, while retaining its right to payment by the Buyer in the manner agreed.
b) Rescind the Contract with the Buyer, in whole or in part, with immediate effect by notice to the Buyer.
In each case, entirely without prejudice to TIP’s right to damages for the breach.
7. Force Majeure
7.1 "Force majeure” means any circumstance or event beyond TIP’s reasonable control as a result of which TIP is prevented from performing an obligation, or as a result of which the performance of an obligation by TIP is impeded or obstructed or on account of which performance cannot reasonably be demanded, including without limitation: breakdown of operations, machinery breakdown, acts of god, strikes, fire, war, cyber-attacks, disruption in supplies or transportation, shortage of component parts, delays by suppliers, difficulty or increased costs in obtaining workers, goods or transport, other circumstances affecting the supply of goods or services or other materials, labor or energy and government, official or regulatory intervention.
7.2 If as a result of Force Majeure, TIP is unable to fulfil its obligation, or only partly able to fulfil its obligations, TIP shall not be deemed to be in breach of any Contract and TIP shall have the right by notice to the Buyer to suspend performance or, if appropriate, rescind the Contract or that part of the Contract which has not been performed, without TIP being liable to the Buyer for any compensation.
8. Prices
8.1 Unless otherwise agreed in writing, all prices shall be quoted net of TIP's storage costs and all other costs including without limitation VAT, freight, insurance, and other charges. The Buyer shall be liable for each of these costs.
8.2 Prices shall be indicated by TIP on the form on which the Buyer makes its offer to purchase Transport Materials. At any time before delivery of the Transport Materials, TIP may without prior notice adjust the price to take account of any change of specification requested by the Buyer or any change in the cost to TIP of supplying the Transport Materials.
8.3 TIP shall be entitled to charge the Buyer an amount equal to any cost increase, including increased taxes affecting the prices of the Transport Materials as a result of the introduction or amendment of national, supranational, or foreign government measures which may come into force after the Contract has been entered into. In the event that a price increase is implemented within three months of the date when the Contract was concluded but before delivery of the Transport Materials, the Buyer shall have the right to rescind the Contract.
9. Payment
9.1 Payment of the purchase price and other costs must be made by the method and within the time limits set by TIP when accepting the Buyer's offer to purchase the Transport Materials, always provided that, unless otherwise agreed in writing, payment in full of the purchase price and other costs must be received by TIP in cleared funds before delivery of the Transport Materials.
9.2 If any time limit for payment set by TIP is not met, The Buyer shall, without any demand for payment as from the due date for payment up to and including the date of payment, pay interest at the rate of 1.5% per calendar month accruing on a day-to-day basis and compounded monthly from the due date until the date of the payment as well after as before any judgment or decree.
9.3 Non-payment and/or incomplete payment within the time limit set by TIP shall cause all sums due by the Buyer to TIP to become immediately payable and shall entitle TIP to terminate the Contract with immediate effect by written notice thereof to the Buyer, without any prior notice of default or judicial intervention being required, and to offer the Transport Materials for sale to third parties without prejudice to any other rights TIP may have against the Buyer in respect of that non-payment and/or incomplete payment.
9.4 The Buyer shall in no event and under no circumstances have the right to set off debts owed by him to TIP against any account receivable from TIP.
9.5 Time of payment by the Buyer is of the essence of each Contract.
10. Retention of Title
10.1 Title to the Transport Materials supplied and delivered by TIP to the Buyer shall remain with TIP until the Buyer has made payment in full of all sums due or owed by him to TIP in respect of the Transport Materials or the work done, or services rendered by or on behalf of TIP, including any and all of TIP’s claims for compensation on account of non-fulfilment (or incomplete fulfilment) of any of the Buyer’s obligations.
10.2 Until such time as title to the Transport Materials has passed to the Buyer, the Buyer shall hold the Transport Materials for TIP and shall not dispose of, charge or encumber the Transport Materials or any interest therein or purport to do so.
10.3 Until such time as title to the Transport Materials has passed to the Buyer, the Buyer as holder of the Transport Materials must observe and comply with all applicable statutory rules and regulations.
10.4 Until such time as title to the Transport Materials has passed to the Buyer, the Buyer must further at its own expense have and keep the Transport Materials insured at full replacement value under a comprehensive (or “all-risk”) policy and to hold on trust for TIP the policy and proceeds of insurance to the extent of the unpaid price of the Transport Materials.
11. Trade-In
11.1 If the Transport Materials are being sold against a trade-in of other transport materials, the risk in those materials (the “Trade-in Materials”) will remain with the Buyer until they have been delivered to TIP. Until completion of the delivery of the Trade-in Materials to TIP, the Buyer shall remain the owner of the Trade-in Materials and all costs and expenses relating to them shall be for its account. If, as determined by TIP at its sole discretion, the state and condition of the Trade-in Materials at the time of delivery is not the same as their state and condition at the time when the Contract was concluded, or if the trade-in is made at a later date than agreed, TIP shall have the right to modify the agreed trade-in value of the Trade-in Materials or to rescind the Contract in whole or in part, entirely without prejudice to TIP’s right to demand compensation.
11.2 Unless otherwise agreed in writing, the Trade-in Materials and all parts of them shall become TIP’s property without TIP making any separate payment therefor.
11.3 The Buyer represents to TIP that it possesses legal and beneficial title to the Trade-in Materials and that at the time of their delivery to TIP the Trade-in Materials shall be free and clear from all liens, charges, and other encumbrances. Buyer shall indemnify and hold TIP harmless from and against all liability to third parties which may arise from a breach of this representation.
12. Performance and Dissolution
In the event that the Buyer fails to promptly pay any amount due and payable under, or otherwise breaches, any Contract with TIP or if any steps are taken with a view to the Buyer (or if it is a partnership, any of the partners or any of its or their assets) becoming subject to any form of bankruptcy, winding up, dissolution, administration, administrative or other receivership, insolvency proceedings, voluntary or otherwise arrangements with creditors, enforcement of security, legal process, distress or repossession or any corresponding steps are taken in any jurisdiction, or if the Buyer dies, ceases or threatens to cease business, or a judgment against it remains unsatisfied for 7 days, then and in any such case, the Buyer shall be deemed to be in default under and to have repudiated each Contract. The Buyer shall notify TIP forthwith after it becomes aware that any of the foregoing has occurred or is likely to occur.
13. Liability and Indemnity
13.1 If for any reason TIP is liable, then TIP shall at its discretion either pay compensation as set out in this clause or remedy the act or omission for which it is liable. The amount to be paid in compensation shall in no event be greater than the invoice value of the Transport Materials in respect of which the damage was caused, or, if the damage is covered by insurance of TIP, greater than the amount which is actually paid by the insurer to TIP. The Buyer acknowledges that delay in nullifying any claim may prevent TIP from recovering any money under such policy.
13.2 Breach of any of its obligations under the General Conditions of Sale shall render the Buyer liable to pay compensation for all damage or loss thereby occasioned to TIP and the employees of TIP. The Buyer undertakes to indemnify and hold harmless TIP from and against all liabilities, losses, damages, costs, charges, expenses (including without limitation legal fees and expenses on a full indemnity basis), actions, proceedings, claims, and demands incurred by or brought against TIP and arising directly or indirectly out of or in connection with any breach of any of the Buyer’s obligations under any Contract or any willful default or negligence on the part of the Buyer or any of its officers, employees, or agents in relation to Transport Materials.
13.3 Nothing in these General Conditions of Sale and/or the Contract will exclude, restrict, or limit any liability of TIP if and to the extent that under the applicable law as set out in clause 19, liability for it cannot be excluded, restricted, or limited as against the Buyer in the context of the Contract.
13.4 To the fullest extent permitted by law, all warranties, conditions, or other terms implied by statute or common law are excluded from this contract.
13.5 Unless explicitly agreed otherwise in clauses 13.1 to 13.4 (inclusive), TIP shall not be liable to the Buyer for any indirect or consequential loss (including loss of profit, loss of goodwill, loss of revenue), costs, damages, charges, or expenses arising out of the delivery, non-delivery, supply, or use of the Transport Materials (even if caused by TIP's negligence or the negligence of anyone for whom TIP is vicariously liable).
14. Fitness for Purpose and Condition
14.1 The Buyer confirms and accepts that the Transport Materials are sold on an as-is and where-is basis with no warranty provided as to the accuracy of the odometer reading and fitness for the purpose for which they are intended, and that it has used its own skill and judgment in the selection of the Transport Materials.
14.2 The Buyer acknowledges that the price paid for the Transport Materials reflects their state and condition, and the Buyer accepts such Transport Materials in such state and condition on the basis that the Buyer has inspected them. In particular, the Buyer accepts responsibility for ensuring that the Transport Materials are in roadworthy condition before being used on a public road and that they have all valid certificates where required under local law. The Buyer confirms that the Transport Materials shall not be taken on a public road if not roadworthy and that no liability shall attach to TIP by reason of the Transport Materials being taken on the road when not roadworthy. This clause shall also apply where the Transport Materials are to be exported from the country where either TIP or the Buyer is domiciled.
14.3 In the event of the Buyer failing to observe clause 14.2 hereof, the Buyer will indemnify TIP against all claims, demands, actions, proceedings, and costs made or brought against or incurred by TIP by reason of said failure.
15. Data Protection
15.1 In the framework of the Contract, each party will process personal data (i.e., any information related to an identified or identifiable natural person) relating to the other party’s representatives (“Representatives Personal Data”) as an independent controller for the purposes of:
a) managing and governing the relationship of the parties under the Contract;
b) accounting, bookkeeping, and billing;
c) dispute resolution.
15.2 Each party shall comply with the applicable requirements of the Data Protection Act 2018, the General Data Protection Regulation (2016/679), and the same as transposed into domestic law, as well as any other legislation relating to Personal Data and applicable to the products and services TIP provides in force from time to time (“Applicable Data Protection Laws”), in relation to its processing of Representatives Personal Data under this Agreement.
15.3 For that purpose, and given that TIP is not in a position to directly deal with the representatives of the Buyer, TIP hereby delegates to the Buyer, which agrees, the following obligations under the GDPR:
a) to ensure that its representatives are properly informed, in accordance with the Applicable Data Protection Laws, that Representatives Personal Data relating to them may be used, disclosed, or otherwise processed under this Agreement by the Lessor as set out in the Privacy Policy of the Lessor (available at: https://www.tipeurope.com/privacy-policy/) and, when necessary, have given proper consent thereto; and
b) to develop and implement appropriate procedures for handling requests by its representatives for the exercise of their rights regarding the Representatives Personal Data pursuant to the Applicable Data Protection Laws, the parties agreeing to provide reasonable cooperation to each other to assist in the prompt response to such requests.
16. Severance
If any of the provisions in the General Conditions of Sale are completely or partly invalid or unenforceable for any purpose, this shall not affect its validity or enforceability for other purposes or the other provisions (or the rest of the provisions in question). The parties shall endeavor to agree on a valid provision, replacing the void one, which in meaning and effect is as close as possible to the void provision.
17. Compliance with Laws
17.1 The Buyer shall comply with all applicable laws when using or reselling the Transport Materials. The Buyer shall not directly or indirectly engage in any activity, transaction, or conduct, including the reselling of the Transport Materials, that would reasonably be expected to result in TIP or any other member of TIP’s group being in breach of any Sanctions or becoming a person subject to Sanctions. “Sanctions” means any economic, trade, or financial sanctions laws or regulations, such as trade embargoes, prohibitions, decisions, executive orders, or notices from regulators, in each case implemented, adapted, imposed, administered, enacted, or enforced by i) the Security Council of the United Nations, ii) the US, iii) the European Union, iv) the United Kingdom, v) any country in which a member of the TIP group is incorporated or in, from, or to which it conducts its business; and the governments and official institutions or agencies of any of paragraphs i) through v) above, including OFAC, the Council of the European Union, the United States Department of State, and Her Majesty's Treasury, or any other relevant multinational sanctions authority or body or any person, agency, department, or office acting on behalf of any of them in connection with the administration, imposition, enactment, or enforcement of any Sanctions laws.
17.2 For the avoidance of doubt, the Buyer understands that there are Sanctions in place against Russia and Belarus due to their military action in Ukraine and will comply with the Sanctions and further shall not resell the Transport Materials in Russia, Belarus, or other territories occupied by Russia or Belarus.
18. Disputes and Applicable Law
18.1 All offers made by TIP and all Contracts made with TIP as well as all other agreements resulting therefrom shall be governed by the laws of the place where TIP is domiciled.
18.2 The United Nations Convention on Contracts for the International Sale of Goods shall not apply to any Contract.
18.3 Any and all disputes which may arise from the Contracts and other agreements referred to in paragraph 18.1 shall be decided exclusively by the competent courts of the place where TIP is domiciled, such without prejudice to TIP’s right to bring action against the Buyer in the court of competent jurisdiction in the Buyer’s place of residence and/or business.