English — Translated from Dutch
General Terms and Conditions
General terms and conditions of trade and delivery of Onderdelenbank B.V. in Schinnen.
Article 1.
1. These terms and conditions of trade and delivery have been filed with the Registry of the District Court of Maastricht. They apply to all offers, orders, agreements and obligations, however named, entered into by Onderdelenbank B.V. in Schinnen with third parties, hereinafter referred to as the counterparty, as well as to their performance and consequences. These terms and conditions may only be deviated from by means of a written document signed by our management, in which case such deviation shall apply only to the specific order for which it was agreed.
2. Any purchasing conditions of the counterparty are expressly excluded, and by accepting these terms and conditions the counterparty expressly waives the application of such purchasing conditions.
3. Arrangements or agreements made with employees, agents or representatives of Onderdelenbank B.V. shall not be binding unless confirmed or ratified by our management.
Article 2. Offers
1. All our offers are without obligation unless expressly stated otherwise. Each offer/quotation is valid for a maximum period of one month.
2. Prices stated in an offer are exclusive of VAT. Acceptance of an offer will be confirmed in writing by Onderdelenbank B.V. The date of this confirmation shall be deemed the date on which the agreement is concluded.
Article 3. Delivery times
1. Our delivery and repair times are approximate only and shall never be regarded as strict deadlines. Where confirmed by us in writing, these periods run from the date of confirmation, but shall never commence before Onderdelenbank B.V. has received all information necessary for performance.
2. Exceeding these periods, for whatever reason, shall never oblige Onderdelenbank B.V. to pay compensation, unless the delay is caused by wilful misconduct or gross negligence on its part. Article 4. Prices
1. All prices are exclusive of transport and VAT and are ex warehouse Schinnen.
2. Increases occurring after the offer has been made or the agreement has been concluded in the prices of materials, raw materials, wages and/or other factors that determine the price of the goods/services may be passed on by Onderdelenbank B.V. to the counterparty. If this occurs within two months after the agreement has been concluded, the counterparty shall have the right to terminate the agreement if Onderdelenbank B.V. wishes to maintain the increase.
Article 5. Delivery and shipment
1. Unless otherwise agreed, our storage facility shall be the place of delivery. Delivery shall be deemed to have taken place once the goods have been set aside and are ready for transport at a location, site or other place designated by Onderdelenbank B.V. 2. If sold goods or offered services are presented to the client but are not accepted, they shall remain available to the client for three weeks. During this period, goods shall be stored at the client's expense and risk. After that period, Onderdelenbank B.V. shall be entitled, without prejudice to its right to claim damages from the client, either to demand performance of the agreement or, at its discretion, to terminate the agreement immediately without judicial intervention and without notice of default or demand being required.
3. If, pending delivery of new goods, old parts remain in use, those parts shall be deemed to have been provided to the purchaser, and specifically to that purchaser, on loan. During this loan period, all costs without exception, in particular maintenance costs and any damage arising from whatever cause, shall be borne by the purchaser/borrower. Unless the client expressly requests otherwise, the client shall be deemed to have waived, in favour of Onderdelenbank B.V., all materials and/or goods replaced during any repair, without any entitlement to compensation.
Article 6. Warranty
1. Onderdelenbank B.V. warrants new goods/parts to the extent covered by the manufacturer's warranty. For services performed by third parties, the warranty provisions agreed between those third parties and Onderdelenbank B.V. shall apply.
2. Warranties apply only insofar as the relevant goods have been used for their intended purpose under conditions that may reasonably be regarded as normal, and/or the work involving the parts has been carried out under normal conditions, all in accordance with any instructions and/or directions provided by Onderdelenbank B.V. 3. Any warranty claim shall lapse if the counterparty or third parties repair or perform work on parts or goods without the prior knowledge and/or consent of Onderdelenbank B.V., unless an absolute necessity for immediate repair arose for the counterparty and can be demonstrated on the basis of information supplied by the repairer concerned.
Article 7. Consumer transactions
1. In transactions with consumers, these General Terms and Conditions shall not apply insofar as they conflict with mandatory statutory provisions concerning general terms and conditions in consumer transactions or consumer sales.
2. You have the right to cancel your order within 14 days of receipt without giving any reason. After cancellation, you have a further 14 days to return your product. You will then be credited with the full order amount, including shipping costs. Only the costs of returning the goods from your home to the online store are at your own expense. If you exercise your right of withdrawal, the product must be returned to the trader with all supplied accessories and, where reasonably possible, in its original condition and packaging. To exercise this right, you can contact us at info@Onderdelenbank.nl. We will then refund the amount due within 14 days after notification of your return, provided that the product has already been received back in good order.
Article 8. Force majeure
1. Circumstances of such a nature that compliance or continued compliance with the agreement cannot reasonably be required of Onderdelenbank B.V. shall constitute force majeure. Such circumstances include, among other things, the failure of suppliers of Onderdelenbank B.V., for whatever reason, to deliver, to deliver on time, or to deliver properly.
2. If Onderdelenbank B.V. anticipates that, as a result of force majeure, the concluded agreement cannot be performed at all or for the greater part, or cannot be performed with respect to the part not yet carried out, or that the delivery time will consequently be exceeded by more than two months (without prejudice to the provisions above concerning “delivery time”), Onderdelenbank B.V. shall have the option either to terminate the agreement or to suspend performance of its obligations, without either party being entitled to claim compensation in either case. If Onderdelenbank B.V. has already partially performed the agreement, termination may only relate to the future and the counterparty shall owe a price proportionate to the part of the agreement that has been performed.
Article 9. Payment
1. All costs associated with payment, including bill of exchange and bank charges, shall be borne by the counterparty.
2. Payment must be made in cash upon delivery unless we have granted a payment term. In that case, payment must be made within the period stated by us on the order confirmation and/or invoice. Unless otherwise stated on the invoice, a payment term of 21 days shall apply. If payment is not made at the stipulated time, the counterparty shall be in default and shall owe default interest of 2% per month on the outstanding amount, together with extrajudicial collection costs. Onderdelenbank B.V. shall be entitled to require a down payment of 50% of the purchase price or contract sum when the agreement is concluded.
3. If payment in instalments has been permitted, the counterparty shall, in the event of late payment of one or more instalments, be in default by operation of law without notice of default being required, and the entire remaining purchase price or contract sum shall become immediately due and payable in full.
4. Payments must always correspond to the final amount of the invoice. The counterparty may not invoke set-off. Complaints shall not entitle the counterparty to refuse or postpone any payment, unless the performance of Onderdelenbank B.V. as a whole does not comply with the agreement.
5. If the counterparty fails to perform one or more of its obligations, fails to perform them properly, or fails to perform them on time, all obligations undertaken by Onderdelenbank B.V. towards the counterparty, under whatever name or legal basis, shall be suspended until the relevant obligations have been fulfilled. If the non-performance by the counterparty is sufficiently serious, Onderdelenbank B.V. shall be entitled to terminate the agreement in full.
6. We reserve the right at all times to require security for timely payment in respect of both work already performed and work yet to be performed.
7. Payments made by the counterparty shall first be applied to costs, then to interest and subsequently to the oldest outstanding debts, even if the counterparty has designated a different purpose for its payments.
8. All amounts owed by the counterparty in respect of delivered goods shall become immediately due and payable in full if the counterparty dies, is placed under guardianship, applies for provisional suspension of payment, is declared bankrupt, or if a third party levies attachment on all or part of its assets.
9. If, in the event of late payment, Onderdelenbank B.V. considers it necessary to place the claim in the hands of third parties for collection, the associated costs shall be borne by the counterparty. At the discretion of Onderdelenbank B.V., the counterparty may be charged either the actual costs incurred by Onderdelenbank B.V. or an amount equal to 15%, excluding VAT, calculated over the principal sum due plus default interest, with a minimum of €150. The mere engagement of a third party by Onderdelenbank B.V. shall cause the collection costs to become due. 10. Onderdelenbank B.V. shall be entitled to suspend or refrain from performing its obligations towards the counterparty for as long as the counterparty has, in the opinion of Onderdelenbank B.V., provided insufficient security for payment. Title to the goods delivered by Onderdelenbank B.V. shall pass to the counterparty only after the counterparty has paid everything due in connection with the delivery of those goods, including not only the purchase price but also any interest and costs. As long as title has not passed to the counterparty, the counterparty may not pledge the goods, create a non-possessory pledge over them for the benefit of a third party, or grant any other right in them to third parties. If third parties wish to establish or assert any right over goods delivered subject to retention of title, the counterparty must immediately notify Onderdelenbank B.V. in writing. If the counterparty unexpectedly fails to fulfil any of its obligations, Onderdelenbank B.V. shall be entitled to reclaim, as its property, the goods delivered by it for which, as stated above, full payment has not been received, both from the counterparty and from third parties following onward delivery as referred to above. For the purposes of taking back such goods, Onderdelenbank B.V. shall credit the counterparty with the value that Onderdelenbank B.V. reasonably considers should be attributed to those goods, less the costs of taking them back, without prejudice to its right to compensation for any resulting damage.
Article 10. Security
1. As additional security for full payment of all claims that Onderdelenbank B.V. may have or acquire against the counterparty, Onderdelenbank B.V. shall be entitled to stipulate a non-possessory right of pledge over all goods supplied by it to the counterparty and over all claims that the counterparty may acquire against its customers in connection with goods supplied and/or work performed by Onderdelenbank B.V.
2. At the first request of Onderdelenbank B.V., the counterparty undertakes to provide details of all existing and future claims it has against its customers, as referred to in the previous paragraph of this article, and to co-sign any deed drawn up by Onderdelenbank B.V. in this regard and otherwise cooperate in the creation of a (non-possessory) right of pledge. Onderdelenbank B.V. shall be entitled to notify the debtor of the pledged claim of the pledge. Article 11. Acceptance and complaints
1. The counterparty must inspect the delivered/repaired goods immediately upon delivery with regard to quality and quantity. Defects in delivered goods or services must be reported in writing to management within 14 days after delivery of the goods and/or services. Defects in delivered goods and/or services that qualify as hidden defects must be reported in writing to management within eight days after the time at which the defect could have been discovered, but no later than 3 months after delivery of the goods and/or services. Without prejudice to and subject to the provisions of Article 6, Onderdelenbank B.V. shall thereafter no longer be liable for defects.
2. The counterparty must give Onderdelenbank B.V. the opportunity to inspect the goods in the same condition as delivered in order to determine whether the complaint is justified. Failure to allow Onderdelenbank B.V. to carry out this inspection shall cause the right to complain to lapse. The counterparty's right to complain shall also lapse if the purchased goods have been processed or resold in whole or in part.
Article 12 Liability
1. Onderdelenbank B.V. shall be entitled to rely entirely on the information supplied by the counterparty and shall in no way be obliged to conduct any investigation itself, unless such investigation would have been obvious in the circumstances. If information supplied by the counterparty has been incorrect or insufficient to enable Onderdelenbank B.V. to make a proper assessment of its obligations or the associated risks, Onderdelenbank B.V. shall not be liable for any direct or indirect damage, and the counterparty shall indemnify Onderdelenbank B.V. against any claims that third parties may bring against it. Onderdelenbank B.V. shall never be liable for damage caused by third parties to or in connection with goods and/or services supplied by Onderdelenbank B.V., regardless of the cause. Nor shall it be liable for business interruption losses suffered by the client, whatever the cause. Regardless of the nature or cause of the damage, Onderdelenbank B.V. shall not be obliged towards the client to pay compensation exceeding the value of the consideration received.
2. With respect to the liability referred to above, such liability shall never extend beyond liability imposed by mandatory law. Liability for indirect damage is excluded in its entirety. Article 13. Engagement of third parties
1 Onderdelenbank B.V. shall be entitled to engage third parties for the supply of products and/or services.
2 Onderdelenbank B.V. accepts no liability for products and/or services supplied by third parties.
Article 14. Miscellaneous
1. If any provision is void, the remainder shall remain fully in force.
2. Onderdelenbank B.V. reserves the right to amend these General Terms and Conditions of Trade and Delivery.
3. All General Terms and Conditions of Trade and Delivery described herein shall apply in full to distance sales through the Onderdelenbank B.V. online store and to the related supply of products and/or services.
4. Electrical parts/goods and specially ordered parts/goods cannot be exchanged and are expressly not accepted for return by Onderdelenbank. 15. Disputes
1. Dutch law shall apply to all offers, orders, agreements and obligations to which these terms and conditions apply, and to all disputes arising therefrom.
2. With regard to disputes arising from any agreements, offers, orders and obligations entered into with us, the District Court of Maastricht shall have jurisdiction, without prejudice to the right of Onderdelenbank B.V. to submit the dispute to the court that has jurisdiction under the ordinary rules of jurisdiction.
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