Terms & Conditions

1. General

a.  Tortu: the limited liability company Tortu B.V., established by law and having its office at the address Wasbeekerlaan 59 in (2171 AE) Sassenheim.
b.  Customer: any natural person or legal entity that enters into or has entered into an agreement with Tortu, or to whom an offer or proposal has been made by or on behalf of Tortu.
c.  Product: any product offered by Tortu to a Customer.
d.  Agreement: an agreement, including an order, between Customer and Tortu.
e.  Conditions: these general terms and conditions of delivery.

2. Applicability

2.1.  These conditions apply to all Agreements, as well as to all quotations and proposals made by or on behalf of Tortu. By entering into an Agreement with Tortu or by requesting a quotation or proposal from or on behalf of Tortu, the Customer unconditionally accepts the applicability of these Conditions. Tortu is entitled to adjust these Conditions at any time. Adjustments shall come into effect 30 days after notification to the Customer. The applicability of any general terms and conditions, under any name whatsoever, of the Customer to an Agreement is explicitly excluded hereby, unless otherwise agreed upon in writing by the Customer and Tortu.

3. Quotations

3.1.  Any quotation or proposal made by or on behalf of Tortu is without obligation and does not bind Tortu, unless Tortu explicitly indicates otherwise in writing or unless parties have agreed otherwise in writing.

3.2.  All prices for Products mentioned in a quotation or proposal are only valid with respect to the quoted quantity of Products. All prices mentioned in a quotation or proposal containing various Products are only valid with respect to the total combined quantity of Products; a quotation or proposal is indivisible.

3.3.  Price lists, brochures, and other information obtained from or on behalf of Tortu are compiled with the utmost care but only bind Tortu if and to the extent that their accuracy has been explicitly confirmed by or on behalf of Tortu to the Customer. Tortu is at all times entitled to adjust the design of Products in sales documentation, including adjusting the standard colors of Products.

4. Conclusion and content of the Agreement

4.1.  An Agreement is concluded at the moment when a person authorized by Tortu confirms in writing the acceptance of an offer or proposal by the Customer. The content and scope of the agreement result from the written confirmation by Tortu.

4.2.  If a quotation or proposal is not without obligation, as referred to in Article 3.1 of these Terms, and an acceptance period for the quotation or proposal has been set, the Agreement is concluded at the moment when the quotation or proposal is accepted in writing by the Customer within that acceptance period. In such a case, the written confirmation is deemed to correctly and completely reflect the Agreement.

4.3.  Any inaccuracies in Tortu's order confirmation must be reported to Tortu in writing within 3 days of the date of the order confirmation, failing which the order confirmation is deemed to correctly and completely reflect the agreement, and the customer is bound by it.

4.4.  Oral promises or agreements by or with its personnel only bind Tortu if confirmed in writing by Tortu.

4.5.  Tortu is entitled to require security from the Customer for the timely and complete fulfillment of its (payment) obligations before entering into an Agreement or performing an Agreement. If Tortu, based on this investigation, has good reasons not to enter into the agreement, it is entitled to refuse a order or request or to attach special conditions to the execution.

4.6.  Cancellation by the Customer of a concluded Agreement can only take place with the prior written consent of Tortu. If Tortu agrees to the cancellation, the Customer owes Tortu compensation of at least 30% of what the Customer would have had to pay Tortu upon execution of the Agreement, without prejudice to Tortu's right to full compensation for costs and damages.

5. Prices

5.1.  Prices indicated by Tortu are recommended retail prices, excluding VAT and/or other taxes and levies. These retail prices are subject to price/cost changes and may therefore be adjusted proportionally by Tortu without prior notice.

5.2.  Prices indicated by Tortu are based on delivery ex works (latest version Incoterms), including packaging costs but excluding transport costs and other costs incurred by the Customer upon delivery ex works, unless parties have agreed otherwise in writing.

5.3.  Additional conditions for projects:

5.3.1.  This quotation is price fixed for the duration of the project, according to agreed price level with contractor and installer. If the delivery date takes place later than the agreed price level date, the signed quotation/order confirmation will be indexed equal to the price increase as calculated by our suppliers and passed on to Tortu B.V.'s client.

5.3.2.  After the client has provided the installer's schedule, Tortu will proceed to order the goods from its suppliers.

5.3.3.  We can only deviate from the delivery dates provided by the client if this is communicated to us in writing at least 8 weeks before the specified delivery dates. Otherwise, we will deliver and invoice on the agreed delivery dates.

6. Payment

6.1.  Payment of the total purchase price, including any costs and taxes incurred by Tortu, is due on invoice prior to the delivery of the Products, unless otherwise agreed upon in writing by the parties beforehand.

6.2.  If the Customer exceeds a payment deadline indicated by Tortu, the Customer shall, without notice of default, owe a monthly interest of 2% on the outstanding amount, without prejudice to the other rights and obligations of the parties.

6.3.  If and when the Customer exceeds a payment deadline, all amounts invoiced by Tortu to the Customer become immediately due and payable.

6.4.  Notwithstanding the provisions of Article 6.2 of these Terms, the Customer shall be liable for all costs incurred by Tortu for the collection of its claim, amounting to at least 15% of the outstanding claim, without prejudice to the right to claim the full costs instead.

6.5.  The Customer is not entitled to offset a claim or counterclaim against Tortu with claims against Tortu.

6.6.  Any objection regarding an invoice from Tortu to the Customer must be reported to Tortu in writing within eight days of the invoice date. After the aforementioned eight days, the parties consider invoices unconditionally accepted and approved by the Customer.

6.7.  Tortu is entitled to charge administrative costs if payment is not received after the 2nd reminder. Any collection costs will be passed on to the customer.

7. Termination/Termination of the Agreement

7.1.  If the Customer (a) fails to fulfill an obligation (under the Agreement), (b) becomes insolvent or subject to guardianship, (c) applies for a suspension of payments, or (d) is dissolved or liquidated, Tortu is entitled to terminate or dissolve the Agreement without judicial intervention and without prejudice to Tortu's rights to claim damages, exercise its right of reclamation and/or retention of title, and/or demand performance of the Agreement.

8. Right of Withdrawal (exclusively for distance and off-premises contracts)

8.1.  The customer can terminate a contract for the purchase of a product during a cooling-off period of 14 days without giving any reason. Tortu may ask the customer for the reason for withdrawal but cannot require them to provide it.

8.2.  This cooling-off period starts on the day after the product is received by the customer (or on behalf of the customer upon request). In the case of multiple partial deliveries from one order, the cooling-off period begins on the day the last partial delivery is received by or on behalf of the customer.

8.3.  Returns can be made either by returning the product to our showroom or by sending back the product (properly packaged).

8.4.  Before returning a product or order, it must first be notified. This can be done by contacting our customer service at service@tortuworld.com.

8.5.  You can return the product by sending it back to our store, provided it meets the following conditions:

• You invoke the right of withdrawal within 14 days of receipt.
• The product has not been used or assembled.
• The product is entirely undamaged.
• The product is in its original packaging.
• Any costs for return shipping are at your own expense.
• Returns without notification will not be processed.

8.6.  Exceptions to the right of withdrawal:

• Products that have already been assembled and show signs thereof.
• Products that are severely damaged and prevent further sale.
• Products whose packaging is completely destroyed and/or no longer present.
• For products with slightly damaged packaging or missing small parts, we reimburse up to 50% of the purchase price.
• Items that are specially made to order for you.

8.7.  If Tortu receives a request for withdrawal from the customer, the customer will receive a confirmation of receipt with return instructions within 2 working days.

8.8.  Tortu will refund all payments minus shipping costs to the customer, no later than 14 days after receipt confirmation and approval of the withdrawal. Tortu may wait to refund until it has received the product or the customer has proven that they have returned the product. If the customer can prove that the product has been returned but it does not reach the business, then the customer will request the shipping company they engaged to investigate the disappearance of the product.

9. Delivery, Delivery Time

9.1.  The delivery time commences at the moment when an Agreement between the parties is concluded in accordance with Article 4 of these Terms and Conditions.

9.2.  Deliveries are made from our warehouse in Sassenheim, unless otherwise agreed upon in writing by the parties.

9.3.  Deliveries are packaged and made by post, courier, or carrier, at Tortu's discretion. Tortu is entitled to charge additional costs for express shipment by plane or shipment by ship in specific cases, after which the customer is liable to pay those costs to Tortu.

9.4.  The Customer cannot cancel the agreement or terminate it due to exceeding the delivery time or refusal of receipt and/or payment of the goods.

9.5.  Tortu has fulfilled its delivery obligation by offering the goods to the Customer once. The carrier's report always serves as full proof of the offer of delivery. In case of refusal of acceptance, the return freight, storage costs, and other expenses are entirely borne by the Customer.

9.6.  Tortu delivers its goods to the curb/roadside of the delivery address provided by the customer. The Customer is obligated to accept the materials there.

9.7.  If the delivery is refused on the scheduled delivery date or if the customer is not present at the delivery appointment, the transport costs will be charged to the Customer.

9.8.  The Customer must immediately inspect the delivered goods for non-conformity upon delivery. Any complaints must be submitted in writing to Tortu within 24 hours of the delivery date. If the project client needs more time to inspect the deliveries, we kindly request a written request to extend this timeframe within 24 hours of delivery. After the expiration of the aforementioned period, the delivered goods are considered as conforming and irrevocably and unconditionally accepted by the Customer. Non-apparent defects must be reported by the Customer within ten working days after their discovery, but no later than within two months after the delivery date. Any legal actions due to non-conformity must be initiated within one year after the timely complaint notification. For the purpose of this provision and without prejudice to what is stipulated in these Terms and Conditions regarding the transfer of risk, the day of delivery is defined as the day on which the products are physically delivered to the agreed location.

9.9.  Minor, industry-standard, or technically unavoidable variations and differences in color, size, or finishing do not constitute grounds for lodging a complaint.

9.10.  Tortu is freely entitled to make partial deliveries and to invoice these partial deliveries separately, in which case the Customer is obliged to pay these partial invoices in accordance with Article 6 of these Terms and Conditions.

9.11.  Except as otherwise agreed upon in writing, delivery times and delivery days mentioned in a quotation, proposal, or Agreement by or on behalf of Tortu do not constitute firm deadlines. Exceeding these times does not, under any circumstances, lead to Tortu's liability. Tortu is not obligated to consult with the Customer if there is a delay. If the delivery time is excessively exceeded, the parties, upon request by either party, will enter into discussions with each other.

Exceeding a (delivery) deadline does not entitle the Customer to full or partial dissolution of the Agreement and/or compensation, unless the Customer proves Tortu's intent or deliberate recklessness.

10. Complaints

10.1.  The Customer must immediately inspect the delivered goods for any discrepancies with what was agreed upon upon delivery. Any complaints regarding the delivered Products must be submitted in writing, accompanied by the corresponding packing list, no later than 24 hours after the delivery date to Tortu via service@tortuworld.com. After the expiration of this period, the delivered goods are considered irrevocably and unconditionally accepted by the Customer. The Customer must keep the defective Products available to Tortu. Submitting a complaint does not suspend the Customer's payment obligations regarding the disputed Products.

10.2.  If Products have been assembled or processed by the Customer, complaints – regardless of the grounds, including cases of incorrect delivery – are no longer allowed, even if submitted within the specified period; in such cases, Tortu is not obliged to provide any form of compensation.

10.3.  Oral complaints and complaints submitted after the expiration of the specified period will not be accepted.

10.4.  Complaints regarding defective Products that have been picked up must be made immediately upon delivery.

10.5.  If the Customer lodges a complaint, they are obliged to allow Tortu to inspect the products to determine the deficiency. The Customer is required to keep the products subject to the complaint available to Tortu, under penalty of forfeiture of any right to complaint and/or replacement.

10.6.  Upon identifying a deficiency in a product, the Customer is obliged to do everything to prevent or limit damage, including the immediate cessation of use and trading, explicitly included.

10.7.  Any defects concerning a part of the delivered products do not give the Customer the right to reject or refuse the entire batch of delivered products.

10.8.  Complaints do not suspend the Customer's payment obligations.

11. Returns

11.1.  Returns due to transport damage will only be accepted by Tortu if the products are packaged in their original, unopened packaging and therefore unused.

11.2.  Returns will only be accepted if agreed upon.

11.3.  Returning products that have been custom-made for the customer or specially ordered for the customer is not possible.

11.4.  Other products can be returned, provided they are stock products, subject to a 25% restocking fee.

11.5.  When returning goods, the purchase invoice must always be provided.

11.6.  The buyer must arrange the transport of the return shipment themselves and bear the associated costs.

11.7.  Returned items must be returned in their entirety and fully in the original packaging with all accessories and instructions in the original packaging undamaged and unused.

12. Transfer of Risk

12.1.  The economic and financial risk for Products delivered to the Customer by or on behalf of Tortu shall pass to the Customer in the following ways: (a) for Products held in stock by or on behalf of Tortu: at the moment when the Products are physically separated from the stock for the benefit of the Customer; (b) for other Products: at the moment when the Products are loaded for transport to the location specified by the Customer; unless otherwise agreed upon in writing by the parties.

13. Force majeure / Non-attributable Failure

13.1.  If Tortu is prevented from fulfilling its obligations to the Customer due to force majeure, and Tortu deems this force majeure to be of a temporary nature, Tortu is entitled to postpone the execution of those obligations until the circumstances causing the force majeure are no longer in effect. If Tortu is prevented from fulfilling its obligations to the Customer due to force majeure, and Tortu considers this force majeure to be of a permanent nature, the parties will enter into discussions to reach a solution or terminate the Agreement. For the purposes of this article, force majeure is defined as any event, cause, or situation, regardless of where it occurs, of a temporary or permanent nature, preventing Tortu from fulfilling its obligation in the correct, complete, and timely manner, as well as any event, cause, or situation that Tortu cannot reasonably prevent and/or that is wholly or partially beyond its control. This includes, among other things, fire, explosions, natural disasters, strikes, labor stoppages, illness of Tortu's employees, boycotts, wars, government actions or regulations preventing, delaying, or hindering the proper execution of the agreement, lack of transport options, power outages, or disruptions in other public utilities, disruptions or delays in the delivery of materials or parts, default by a contract partner of Tortu, as well as the consequences of such circumstances. If force majeure prevents Tortu from fulfilling its obligations to a specific Customer, but not to all customers, Tortu has the right to unilaterally determine which obligations it will fulfill towards which customer(s) and in what order.

14. Warranty

14.1.  Without prejudice to other provisions in these Terms and Conditions, Tortu guarantees the characteristics of the materials used as well as the proper functioning of the Products. Tortu provides warranty for Products purchased elsewhere only if and to the extent that this warranty is provided to Tortu by the original manufacturer(s). If you wish to claim warranty, you can contact service@tortuworld.com. Please include your customer number and/or invoice or order number. Additionally, we ask you to provide photos of the product and a description of the problem. Once we have received all the necessary information from you, we will contact you as soon as possible.

14.2.  The warranty period is 2 years and is valid from the day of delivery to the Customer (including any trial period). Within the warranty period, any Product that is defective due to objectively determined material, design, or construction faults will be replaced or repaired by Tortu. The choice of replacement or repair rests with Tortu. In the case of replacement, after receiving the defective Product, Tortu will provide a new Product to the Customer. Tortu is not obliged to disassemble the defective Product or assemble the replacement Product, nor is Tortu liable for any associated disassembly and assembly costs in the broadest sense of the word.

14.3.  Tortu does not provide any warranty and is never deemed to have warranted or guaranteed that the purchased item is suitable for the purpose for which the Customer wishes to process, use, or have it used. Tortu's warranty obligation does not extend beyond the expressly made quality agreements or expressly agreed quality standards.

14.4.  Tortu does not provide warranty for Products that have been modified or repaired by the Customer or a third party, or when a defect is a result of improper use, negligence, incorrect installation or testing of the Products, attempts at repair not authorized by Tortu, unauthorized modifications, or use of the Products, or when the defect is a result of abnormal use of the Products or of fire or other accidental events.

14.5.  Tortu does not provide warranty for Products that are produced (in part) based on constructions, drawings, or models provided or approved by the Customer.

14.6.  If, in the opinion of Tortu, a Product returned by the Customer is not defective, Tortu is entitled to charge the Customer for all associated costs incurred by Tortu with the return.

14.7.  Fulfilling the warranty obligation is considered as the sole and complete compensation.

14.8.  The Customer cannot invoke warranty if the Products have been exposed to abnormal conditions after delivery or have been handled carelessly, improperly, or in violation of the relevant installation and/or usage instructions.

14.9.  Purely aesthetic damages are outside the scope of any warranty provision and can only qualify for compensation/replacement within the complaint period and before the Products are unpacked for installation.

15. Retention of Title

15.1.  Without prejudice to the provisions of Article 8 of these Terms and Conditions, all Products delivered by or on behalf of Tortu remain the property of Tortu until all amounts owed by the Customer to Tortu have been paid. This includes all amounts owed for all Products delivered or yet to be delivered by Tortu to the Customer under any agreement, including any damages owed for non-performance of any agreement, as well as interest and costs.

15.2.  As long as the Products are subject to Tortu's retention of title, the Customer is obliged to keep the Products separate from other products and ensure that the Products can be easily and unambiguously identified as Tortu's Products.

15.3.  Upon first request by Tortu, the Customer must promptly authorize the immediate return of those Products subject to retention of title, regardless of their location.

15.4.  The Customer is entitled to use or sell the Products subject to retention of title within its ordinary course of business. However, the Customer is not entitled to mix these products with or make them part of other goods, nor is the Customer entitled to encumber the Products with any limited right or security interest. If the Customer sells Products to a third party subject to Tortu's retention of title, the Customer is obliged, upon first request by Tortu, to assign the resulting rights against the relevant third party to Tortu, up to the total amount owed by the Customer to Tortu.

16. Liability

16.1.  Tortu shall not be liable for damages, except to the extent of intent or gross negligence, liability based on mandatory law, or as provided in this article, in which cases Tortu shall never be liable for more than compensation for the direct damage suffered by the Customer. Tortu excludes liability for indirect damages.

16.2   Tortu's liability is in all cases limited to its obligations under the warranty provision, as set forth in Article 13 of these Terms and Conditions.

16.3.  The Customer indemnifies Tortu against all claims from third parties for compensation of damages or otherwise, whether directly or indirectly related to the concluded Agreement(s) and the Products delivered by Tortu as a result of third-party claims. Furthermore, the Customer indemnifies Tortu against all claims from third parties for compensation of damages or otherwise, whether directly or indirectly related to the processing and/or (electronic) transmission of the information provided by Tortu. The indemnification in this article does not apply in case of intent or gross negligence by Tortu.

16.4.  Without prejudice to the provisions of Article 9 of these Terms and Conditions, any claim for compensation of damages shall expire one year after the damage occurred or was discovered, or could reasonably have been discovered; and in all cases two years after the day of delivery.

16.5.  Tortu is not obligated to handle a warranty claim if the customer has not fulfilled its payment obligations towards Tortu.

17. Intellectual Property Rights

17.1.  The intellectual property rights to the images, drawings, diagrams, designs, models, and forms made by Tortu and/or on behalf of the Customer, regardless of whether any costs have been charged for them, shall exclusively belong to Tortu.

17.2.  The Customer shall use technical data, drawings, and all other relevant information provided by or on behalf of Tortu solely for internal use and shall not make them available to third parties in any way or allow a third party to use them.

17.3.  Tortu shall not be liable for any infringement of intellectual property rights if and to the extent that such infringement (a) results from a modification to a Product supplied by or on behalf of Tortu; or (b) results from the use or application of such Product in a manner other than reasonably assumed by Tortu; or (c) results from the use or application of the Product in combination with other goods not supplied by or on behalf of Tortu.

18. Choice of Law and Jurisdiction

18.1.  Dutch law shall apply to all quotations, proposals, orders, agreements, deliveries, and services provided by or on behalf of Tortu, excluding the Vienna Sales Convention. Any disputes, including disputes considered as such by only one party, arising out of or in connection with an Agreement to which these terms apply, shall be exclusively submitted to the court in the district where Tortu is established, without prejudice to Tortu's rights to apply for attachment or interim relief at places and before judicial authorities of Tortu's choice.

These Terms and Conditions have been deposited with the Chamber of Commerce in The Hague.