GENERAL TERMS AND CONDITIONS (B2B)
Guard Europe B.V.
(technical wholesaler of tank container & tank trailer appendages)
Version: [v2025‑08]
Intended for filing: Netherlands Chamber of Commerce (KvK) Rotterdam, number 74897268.
Registered/physical address: Van der Waalsstraat 14, 2721 KX, Zoetermeer, The Netherlands.
Postal address: same as physical address.
Email: info@tkguard.eu | Phone: +31 85 401 9040
VAT ID: NL860066381B01 | IBAN: NL94 INGB 0009 4538 88 | BIC: INGBNL2A
Website & webshop: www.tkguard.eu
Note (B2B only): Guard Europe supplies exclusively to professional customers. These terms are drafted for business‑to‑business transactions. If, exceptionally, delivery is made to a consumer under Dutch law, mandatory consumer law prevails; Guard Europe applies a separate consumer policy/terms.
1. Definitions
1.1 Guard Europe / Seller / Service Provider: Guard Europe B.V. and its affiliated companies.
1.2 Customer: any (legal) person who enters into or intends to enter into an agreement with Guard Europe; including Buyer or Client.
1.3 Products / Goods: any items to be (arranged for) supplied by Guard Europe (tank container appendages, parts, accessories, tools) and related software, drawings and documentation.
1.4 Services: e.g., repair, inspection, (de‑)installation, advisory services, project support, logistics.
1.5 Agreement: any agreement between Guard Europe and Customer (sale and/or services), including orders concluded via the webshop.
1.6 Webshop: the online environment operated by Guard Europe for information and ordering.
1.7 Incoterms® 2020: international commercial terms of the ICC (latest version).
1.8 Force Majeure: circumstances as described in Article 15.
1.9 In Writing / Written: also includes email where sender and receipt are verifiable.
2. Applicability
2.1 These terms apply to all offers, quotations, (webshop) orders, deliveries, services and other legal relationships between Guard Europe and Customer.
2.2 Deviations or additions are only valid if agreed in Writing. Any purchasing or other (general) terms of Customer are expressly rejected.
2.3 In case of discrepancies between translations, the Dutch text prevails.
2.4 Invalidity or annulment of (part of) a clause shall not affect the validity of the remaining clauses; the parties shall replace an invalid clause by a valid clause approximating its purpose as closely as possible.
3. Offers, information & formation
3.1 All offers, price quotes, (product) information, stock and lead time indications – including in the Webshop – are non‑binding and subject to typographical, programming or display errors. Images are illustrative.
3.2 An Agreement is concluded after Written order confirmation by Guard Europe or by actual performance (e.g., dispatch). An automatic webshop acknowledgement is not an acceptance.
3.3 Guard Europe may refuse (webshop) orders or request additional security/KYC information, e.g., in case of export/sanctions risks or credit risk.
3.4 Data and specifications provided by Customer are decisive; Customer warrants their accuracy, completeness and suitability. Non‑binding advice or (application) information from Guard Europe does not relieve Customer of its own duty to verify suitability.
3.5 Guard Europe may implement technical (marginal) changes to Products that do not materially reduce functionality.
4. Prices & taxes
4.1 Unless stated otherwise, prices are in euros, exclusive of VAT and other taxes/levies, import duties, permits and certification activities, insurance, packaging, transport and any hazmat/ADR surcharges.
4.2 Guard Europe may pass on cost increases (including raw materials, wages, exchange rates, logistics, governmental levies) occurring between offer and delivery.
4.3 Non‑standard, specially procured or custom‑made items are subject to different pricing and stricter cancellation/return rules (see Arts. 7 and 10).
4.4 Currency: if invoiced in another currency, Customer bears FX and banking costs.
5. Delivery, risk & Incoterms
5.1 Unless agreed otherwise in Writing, delivery is EXW (Ex Works) – Zoetermeer, The Netherlands (Incoterms® 2020).
5.2 Delivery times are indicative only; exceeding them does not constitute default or a right to damages.
5.3 Guard Europe may make partial deliveries and invoice them separately.
5.4 Risk passes in accordance with the agreed Incoterm; under EXW upon making the goods available to Customer or Customer’s carrier.
5.5 If Customer fails to timely take delivery, provide information or instructions, Guard Europe may store the goods at Customer’s expense and risk; additional costs (storage, insurance, handling) are payable.
5.6 Export, customs clearance and insurance are – unless agreed otherwise – for Customer’s account and risk.
5.7 Pallets, crates and returnable packaging may be charged at cost or handled via deposit schemes.
6. Inspection at delivery & notification duty
6.1 Customer must immediately inspect the delivery upon (off‑)loading for quantity, identity and visible damage/defects. Deviations or transport damage must be noted on the transport documents and reported in Writing within 48 hours, failing which the delivery is deemed conforming.
6.2 Non‑visible defects must be reported by Customer within 7 calendar days after discovery, no later than 30 days after delivery.
6.3 Use, processing or onward supply of (a part of) the delivery constitutes acceptance of that part.
6.4 Returns without a prior RMA number will not be accepted.
7. Returns (B2B) & right of withdrawal
7.1 B2B returns are only possible after RMA approval and in accordance with Guard Europe’s return instructions.
7.2 Unless caused by Guard Europe’s attributable breach, Guard Europe may charge a restocking fee of 20% of the net goods value (min. € 75) plus return and inspection costs.
7.3 Exclusions include: custom‑made or specially procured items; sealed/sterile/safety‑critical or electrical components once opened; goods showing signs of assembly/use or contamination (ADR/IMDG); and items not in original, undamaged packaging.
7.4 Consumer right of withdrawal does not apply to B2B transactions.
8. Retention of title (Section 3:92 Dutch Civil Code)
8.1 All goods delivered by Guard Europe remain Guard Europe’s property until Customer has fully complied with all obligations arising from all agreements with Guard Europe (extended retention of title over the entire course of dealings).
8.2 As long as title has not passed: (a) Customer may use/consume the goods only in the ordinary course of business; (b) Customer may not pledge or encumber the goods; (c) Customer stores the goods properly, identifiable as Guard Europe’s property, and insures them all‑risk.
8.3 Processing, mixing or specification occurs for Guard Europe as owner of the newly created item; Customer hereby grants a non‑possessory pledge on goods and claims that replace the supplied goods (including insurance proceeds and resale receivables).
8.4 Guard Europe may repossess goods under retention of title if Customer is in default or there is a real risk thereof; Customer provides free access. Costs are borne by Customer.
9. Payment, securities & default
9.1 Unless agreed otherwise: prepayment for webshop orders; for account customers: 14 days net from invoice date. Payment is in EUR to the indicated IBAN, without suspension or set‑off by Customer.
9.2 Guard Europe may at any time require prepayment or security (bank guarantee, deposit, pledge, extended retention of title, L/C).
9.3 In case of late payment, Customer is in default by operation of law and owes statutory commercial interest (Section 6:119a DCC) plus extrajudicial collection costs of 15% of the outstanding principal (min. € 150), without prejudice to the right to full damages.
9.4 Payments made by Customer first cover costs, then interest, and finally the oldest principal.
9.5 Guard Europe may suspend its obligations pending (timely) payment or provision of security.
10. Warranty & non‑conformity
10.1 Guard Europe warrants that the Products – under normal, professional use and maintenance – comply with the Written agreed specifications at the time of delivery.
10.2 Unless expressly agreed otherwise, a B2B warranty period of 12 months after delivery applies, or – if shorter – the manufacturer’s term.
10.3 Exclusions: normal wear; consumables; (de)installation/assembly errors; improper or non‑spec use (e.g., pressure, temperature, chemical compatibility); inadequate maintenance or storage; modifications/rework by or on behalf of Customer; external causes (corrosion, contamination, cavitation, power surges).
10.4 Guard Europe’s sole obligation for a valid warranty claim is – at Guard Europe’s option – repair, replacement or credit of (the relevant part of) the invoice value.
10.5 Removal/reinstallation, (de)installation, transport, travel and accommodation costs are excluded from warranty unless agreed otherwise in Writing.
10.6 Any software/firmware is delivered “as is” under the manufacturer’s licence and warranty.
11. Liability & indemnity
11.1 Guard Europe is liable only for direct damage that is the direct and exclusive result of an attributable breach by Guard Europe, excluding damage caused by intent or wilful recklessness of the executive management.
11.2 Guard Europe is not liable for indirect or consequential damages, including but not limited to loss of profit, loss of revenue, production downtime, business interruption, penalties and third‑party claims.
11.3 To the extent Guard Europe is liable, liability is capped at the invoice amount (excl. VAT) of the delivery/service to which the damage relates, with an absolute maximum of € 250,000 per occurrence and € 500,000 per year; if and to the extent Guard Europe’s business liability insurer pays out a higher amount, that higher amount shall apply as the maximum.
11.4 Customer indemnifies Guard Europe against third‑party claims arising from or related to Customer’s use, resale or (re)installation of the supplied goods/services, except to the extent caused by intent or wilful recklessness of Guard Europe’s executive management.
11.5 Limitation: any claim expires if legal proceedings are not initiated within 12 months after delivery, completion of the service, or the event giving rise to the claim.
12. Technical application, safety & compliance
12.1 Customer is responsible for suitability of the Product for the intended application (e.g., medium, pressure/temperature, material compatibility, ATEX/IECEx/ADR/IMDG).
12.2 Datasheets, drawings and advice provided by Guard Europe are non‑binding and do not constitute a guarantee unless expressly agreed in Writing.
12.3 Customer ensures compliance with applicable laws, (inter)national standards and inspection duties (e.g., PED, CSC, ADR, IMDG, ISO, EN standards) and arranges timely inspections.
12.4 In case of a recall or safety incident, Customer shall cooperate fully and without delay with traceability and measures (including a recall), at Customer’s cost where the cause is not attributable to Guard Europe.
13. Services, repair & (de)installation
13.1 Services are performed as an obligation of best efforts.
13.2 Unless agreed otherwise in Writing: work is carried out at Guard Europe’s site or – at Guard Europe’s discretion – on‑site at Customer; travel time/costs, waiting hours, lifting equipment, permits and clean/safety procedures are for Customer’s account.
13.3 Guard Europe may engage third parties.
13.4 Transport risk of goods sent to Guard Europe lies with Customer; goods must be cleaned and gas‑free (with declaration). Guard Europe may refuse contaminated goods or clean them at Customer’s expense.
13.5 Title to replaced parts passes to Guard Europe unless agreed otherwise in Writing.
14. Intellectual property & usage rights
14.1 All IP rights in catalogues, drawings, models, calculations, software, documentation, quotations and know‑how provided or developed by Guard Europe remain with Guard Europe and/or its licensors.
14.2 Customer obtains only a non‑exclusive, non‑transferable right of use for internal business purposes. Without prior Written consent, Customer may not copy, disclose, reverse engineer or provide to third parties.
14.3 Removal or alteration of brands, logos, serial numbers or safety plates is not permitted.
15. Force Majeure
15.1 Force Majeure includes, without limitation: fire, flood, earthquake, epidemic/pandemic, war, terrorism, embargo/sanctions, governmental measures, strike/lockout, failures in energy/ICT/telecom, third‑party supply issues, transport disruptions, extreme weather, (inter)national logistics disruptions and other circumstances beyond Guard Europe’s reasonable control.
15.2 During Force Majeure obligations are suspended; Guard Europe is not liable for damages. If Force Majeure lasts longer than 60 days, each party may terminate the Agreement in Writing (in whole or part) for the unperformed portion.
16. Export controls, sanctions & anti‑corruption
16.1 Customer warrants compliance with applicable export/re‑export and sanctions rules (incl. EU, NL, US) and shall not procure Products for prohibited end‑users or end‑uses.
16.2 Required permits are – unless agreed otherwise – for Customer’s account and risk.
16.3 Customer shall not offer payments or advantages contrary to anti‑corruption laws (incl. UK Bribery Act, FCPA); Customer indemnifies Guard Europe for fines/claims arising therefrom.
17. Privacy (GDPR) & confidentiality
17.1 Guard Europe processes (personal) data of contact persons in accordance with its Privacy Statement (available on the website).
17.2 Parties shall keep each other’s confidential information secret and use it solely for performance of the Agreement.
18. Suspension, dissolution & termination
18.1 Guard Europe may suspend its obligations or dissolve (terminate) the Agreement (in whole or in part) if Customer fails to perform, applies for moratorium/bankruptcy, is placed under administration/guardianship, attachments are levied, business is discontinued or materially changed, or when risks (payment/sanctions/compliance) materially increase.
18.2 Upon dissolution, Guard Europe’s claims become immediately due and payable. Customer must compensate costs incurred, damages and lost profits.
18.3 Customer has no right of suspension or set‑off.
19. Assignment & pass‑through
19.1 Guard Europe may assign rights and obligations under the Agreement to third parties; Customer shall cooperate.
19.2 Customer may not assign rights or obligations without Guard Europe’s prior Written consent.
19.3 In case of resale or integration of Products, Customer shall pass on the relevant provisions of these terms to its buyers (pass‑through clause).
20. Governing law, forum & final provisions
20.1 All legal relationships are governed by Dutch law. The CISG (Vienna Sales Convention) is excluded.
20.2 The District Court of Rotterdam has exclusive jurisdiction; Guard Europe remains entitled to sue Customer before any court having jurisdiction by law. Optional: Parties may agree in Writing to arbitration under the rules of TAMARA in Rotterdam.
20.3 Guard Europe may amend these terms. Amended terms apply to new transactions from publication and filing with the KvK; for ongoing agreements, the version applicable at conclusion remains in force unless agreed otherwise in Writing.
PART B – ADDITIONAL SALES & WEBSHOP TERMS
B1. Webshop accounts & orders. Customer is responsible for management and confidentiality of its account(s) and any actions taken under those accounts. Guard Europe may block accounts in case of misuse or security risks.
B2. Minimum order/packaging. Guard Europe may apply minimum order quantities or packaging multiples.
B3. Backorders. Items not available for delivery will, after consultation, be back‑ordered or credited.
B4. Documentation. Datasheets/certificates (e.g., 3.1/3.2, ATEX, PED, food‑grade) are supplied on request; fees may apply.
B5. Hazardous goods. Additional requirements and surcharges may apply for ADR/IMDG‑sensitive goods; Guard Europe may refuse delivery if compliance cannot be ensured.
B6. Installation & commissioning. Unless agreed in Writing, installation, (de)installation, commissioning and training are excluded from the supply.
B7. Calibration/inspection. Where applicable, the last valid calibration/inspection will be indicated; subsequent inspections are Customer’s responsibility.
PART C – INDUSTRY‑SPECIFIC PROVISIONS (TANK CONTAINER & PROCESS INDUSTRY)
C1. Compatibility & medium. Customer verifies chemical compatibility, possible galvanic corrosion and lifecycle under the intended duty cycle.
C2. Pressure/temperature limits. Commissioning only within the limits stated on the datasheet/nameplate; over‑/under‑pressure protection must be ensured by Customer.
C3. Spare‑part traceability. Customer retains serial numbers/heat codes and keeps a logbook of replaced parts; in case of recall, Customer provides these data on first request.
C4. Cleaning & gas‑free. For return/repair at Guard Europe, components must be cleaned and gas‑free with a proper safety declaration; in the absence thereof, Guard Europe may refuse or clean at Customer’s expense.
Filing clause – Chamber of Commerce
These General Terms and Conditions will, after final adoption by Guard Europe B.V., be filed with the Netherlands Chamber of Commerce in Rotterdam under number 74897268 and published on www.tkguard.eu. A copy will be provided free of charge upon request.
Language note: This English text is a convenience translation. In case of discrepancies, the Dutch version prevails.