General terms and conditions

GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY BEIXO - URBAN BIKE CONCEPTS BV 

Article 1. Definitions: 

In these General Terms and Conditions of Sale and Delivery (hereinafter: "terms and conditions"), the following definitions shall apply: "seller": URBAN BIKE CONCEPTS BV, t.h.o.d.n. Beixo, with its registered office in Utrecht, KvK 12036621, VAT no. NL8059.48.028.B01; "buyer": any natural or legal person for the benefit of whom products are supplied by or on behalf of the seller; "agreement": any agreement between the seller and the buyer, as well as all (legal) acts in preparation and in execution thereof; "order": any order from the buyer to the seller; "products": all goods such as but not exclusively bicycles and accessories and furthermore all services directly related to the delivery of those goods that are the subject of an agreement; "supplier": the manufacturer of the products, the provider of services and/or the person from whom the seller has procured the products and services; "in writing": in these terms and conditions, "in writing" also means "by electronic means". 

Article 2. Applicability: 

2.1 the terms and conditions shall form part of all offers and agreements whereby Seller offers and/or supplies products and shall apply to all related (legal) acts of the parties. Deviations from these terms and conditions and/or the agreement shall only be valid if expressly agreed in writing. Applicability of any purchase or other conditions of the Buyer is hereby expressly rejected. 

Article 3. Offers, formation of the agreement, statements and indications of products, return guarantee:
3.1 All offers made are not binding on the seller and only apply as an invitation to place an order. 

3.2 An Agreement is concluded if and insofar as the Seller accepts or executes an order in writing.
3.3 All statements, information, announcements, illustrations and/or other indications concerning the content and main characteristics of the products as well as delivery costs and/or any costs for the use of the products are (re)given as accurately as possible. The Seller cannot guarantee that there will be no discrepancies. Samples, drawings, photos or models shown are only indications. The Seller may obtain products or parts thereof from suppliers other than those initially agreed. 

3.4 Without prejudice to the provisions of these terms and conditions, the parties may agree that the buyer has the right to return the delivered products without penalty and without giving reasons up to seven working days after delivery of the products. Buyer must return the products in their original condition and in their original packaging within the aforementioned period. 

Article 4. Prices: 

4.1 The price list on the seller's website always states the most current prices and is stated in Euros, however these prices and data are subject to change.
4.2 Unless expressly stated otherwise as in the order confirmation or invoice, the prices indicated on the price list and on the website are inclusive of sales tax, other taxes, levies and duties but exclusive of shipping costs. 

Article 5. Intellectual property: 

5.1 All copyright and other intellectual property rights relating to the products and accompanying documentation or other materials shall at all times remain vested in the Seller or its supplier.
5.2 The Buyer is not entitled to change, remove and/or imitate logos, drawings, designs or other identifying marks on and of products. All logos, drawings and other designations on and of products, as well as references to them on the Internet and in brochures and catalogues shall, insofar as they are the subject of any right of intellectual and/or industrial property, remain the property of the Seller or the entitled party. 

Article 6. Payment, default and dissolution: 

6.1 Unless another method of payment has been agreed, payments must be made prior to dispatch. The value date indicated on the Seller's bank/giro statements shall be decisive and shall therefore be regarded as the payment date. The Buyer shall not be entitled to suspend any payment obligation. 

6.2 If the buyer exceeds the agreed payment term or the general payment term, the buyer shall be in default by operation of law, without any prior notice of default being required. With effect from the date on which the buyer is in default, after written notification thereof to the buyer, all other claims of the seller on the buyer shall also become due and payable and the default shall also commence with regard to those claims. The seller shall then be entitled to suspend performance of the agreement and any related agreements or, at the seller's discretion, to dissolve the agreement in whole or in part. 

6.3 From the day on which payment is due, the buyer shall owe default interest of 2% above the legal interest rate per year or for the part of that year during which his default continues.
6.4 All judicial and extrajudicial costs related to the collection of any claim against the Buyer shall be borne by the Buyer. The extrajudicial costs shall amount to at least 15% of the unpaid amount, with a minimum of €350.00, plus the turnover tax due thereon. 

6.5 In the event of reasonable doubt regarding the buyer's creditworthiness, the seller shall always be entitled to demand advance payment from the buyer or any other security from the buyer for the fulfilment of its payment obligations. If the Buyer fails to provide such security, the Seller will be entitled to dissolve the Agreement or to suspend the further performance of the Agreement, without prejudice to the Seller's right to claim damages. 

6.6 In the event of (provisional) suspension of payment, bankruptcy, cessation or dissolution of the buyer's business, every agreement will be deemed to have been dissolved, unless the buyer informs the seller within a reasonable period of time that he requires compliance with the agreement while making full payment in advance. 

Article 7. Delivery and delivery period: 

7.1 The products to be delivered by the Seller shall be deemed delivered if they have been delivered for receipt at the agreed address. From the moment the products are delivered, the Buyer shall bear the risk for the products.
7.2 After the conclusion of the agreement, the Buyer will be obliged to take delivery of the Seller's goods as soon as they are presented by the Seller at the agreed address for delivery. If the Buyer fails to take delivery of the products or fails to do so on time, it will be in default without notice of default. All costs and losses incurred by the Seller as a result of the Buyer's refusal to take delivery of all or part of the products ordered by the Buyer shall be borne by the Buyer, including storage costs. 

7.3 The buyer is obliged to provide the seller with all cooperation and make all arrangements required for the proper delivery of the products.
7.4 All delivery times indicated by the seller have been set to the best of its knowledge and will be observed as far as possible. 

7.5 If, for the execution of the agreement, the seller requires data and/or tools to be provided by the buyer, the delivery period will never start before the day on which all required data or tools are in the possession of the seller.
7.6 Specified delivery times should never be regarded as definitive, unless expressly agreed otherwise. If the delivery term is exceeded, the Seller should be given notice of default by registered letter and the Seller will be entitled to set a new delivery term. If the Seller fails to meet (part of) this new delivery term, the Buyer shall be entitled to dissolve the Agreement, insofar as it has not been performed, by means of a written statement. 

Article 8. Retention of title: 

8.1 Subject to and notwithstanding the provisions of Article 5 (intellectual property) of these terms and conditions, the ownership of the products to be delivered shall be vested in the Seller and such ownership shall pass to the Buyer upon full payment by the Buyer of all that which the Seller may claim from the Buyer as consideration under the agreement for products delivered, as well as on account of the Buyer's failure to comply with the agreement, including damages, costs and interest. 

8.2 The Buyer is not entitled to dispose of the products falling under the retention of title or to grant third parties any limited right to them. The products may neither be pledged nor serve as security for the payment of a claim of a third party. The Buyer shall only be permitted to sell and transfer the products delivered under retention of title to third parties in the ordinary course of its business. The buyer shall inform its customer of the seller's rights of ownership. 

8.3 If the Buyer fails to comply with its payment obligation vis-à-vis the Seller or the Seller has good reason to fear that the Buyer will fail to comply with that obligation, the Seller will be entitled to repossess the products delivered under retention of title without any notice of default and to enter the place where these products are located for that purpose. 

8.4 As long as ownership has not been transferred to the Buyer, the Buyer will be obliged to store the products delivered under retention of title with due care and as the Seller's recognisable property. The Buyer shall inform the Seller immediately if any of the Seller's products are seized (or threatened to be seized) or otherwise claimed. Furthermore, the Buyer shall inform the Seller on first request as to the whereabouts of those products. In the event of attachment, suspension of payment or bankruptcy, the Buyer shall immediately inform the attaching bailiff, administrator or receiver of the Seller's retention of title. 

Article 9. Force majeure: 

9.1 There will be a non-attributable shortcoming (force majeure) on the part of the seller if the performance of the agreement is prevented in full or in part - temporarily or otherwise - by circumstances beyond the seller's control. Force majeure shall include: strikes and lock-outs, stagnation or other problems in the production process of the Seller and/or its supplier, transport problems, fire, government measures, including in any case import and export bans, quota restrictions and operational breakdowns at the Seller and/or its supplier, disruptions or impediments which make the performance of the Agreement more costly and/or difficult, such as storm damage and/or natural disasters, as well as non-performance by the supplier as a result of which the Seller is unable to fulfil its obligations. 

cannot or can no longer fulfil its obligations towards the buyer.
9.2 If force majeure lasts longer than 30 days, both parties have the right to suspend the execution of the agreement in full or in part, i.e. for the part to which the force majeure relates, or to dissolve the agreement in full or in part by means of a written statement, without thereby becoming liable to pay any compensation for damages from whatever heads.
9.3 The Seller shall be entitled to claim payment from the Buyer for the performance carried out in the execution of the agreement before the circumstances causing force majeure became apparent. 

Article 10. Guarantee and Advertising: 

10.1 Products delivered by the Seller to the Buyer and sourced from suppliers other than the Seller shall be subject to the warranty provisions of suppliers. At the Buyer's request, the Seller will inform the Buyer of the applicable provisions. The Seller will never be obliged to provide a more extensive guarantee to the Buyer than the Seller can claim from its suppliers. 

10.2 The Buyer will be obliged to inspect the products for defects immediately after delivery. Any defects found must be reported to the Seller by e-mail immediately, but no later than 48 hours after delivery. If no defect is reported within this period, all claims against the Seller regarding any defect will lapse.
10.3 After the discovery of any defect, the Buyer will be obliged to immediately discontinue the use, processing, application and/or installation of the products in question and furthermore to do everything possible to prevent (further) damage. The Buyer shall provide all cooperation necessary to investigate the complaint, including by giving the Seller the opportunity to investigate the circumstances of the use, treatment, processing and/or installation (or have them investigated). If the Buyer does not cooperate or an investigation is otherwise not or no longer possible, the complaint shall not be considered and the Buyer shall have no claims in that respect.
10.4 Products may only be returned, other than in the case referred to in Article 3.4, with the Seller's prior written permission, subject to conditions to be determined by the Seller. The products to be returned must be sent back to the Seller in their original state and in their original packaging, at the Buyer's expense. Sealed products can only be returned if the seal has not been broken.
10.5 Slight deviations in product quality which are technically unavoidable or generally permissible in trade cannot constitute grounds for complaints or for withdrawal from the agreement.
10.6 Where possible and to the extent that the Seller may reasonably be expected to do so in view of the price-quality ratio, products will be fitted with rustproof parts, screws and bolts. Should corrosion nevertheless occur, the Seller shall not be liable for this. 

Article 11. Liability and indemnity: 

11.1 The seller shall only be liable for damage resulting from defects in the products it has delivered and the work it has carried out, other than damage to the delivered products themselves, if and insofar as such damage is caused by intent or gross negligence on the part of the seller or by intent on the part of the seller's employees. 

11.2 The Seller will not be liable, either by law or under the agreement, for so-called consequential damage that the Buyer or a third party may suffer as a result of (the use of) the products, including loss of profit, trading loss, including the costs of reproduction or restoration of wholly or partly lost data (files), environmental damage, immaterial damage and indirect damage. 11.3 If, for whatever reason, the seller is obliged to compensate any damage, the compensation will never exceed the amount equal to the invoice value of the defective products that caused the damage. In case of delivery by instalments, the seller will be obliged to compensate damage up to the relevant part of the invoice amount. 

Article 12. Terms and conditions suppliers: 

12.1 All stipulations, provisions and/or conditions (including but not limited to guarantee, liability and licensing conditions) of a supplier with regard to products that are the subject of an agreement between the buyer and the seller shall apply in full to the agreement. In case of conflict between those stipulations, provisions and/or conditions and these terms and conditions, the provisions most favourable to the Seller shall prevail. In particular, the seller shall never be obliged to provide any further guarantee and/or liability vis-à-vis the buyer than the seller can claim vis-à-vis the supplier. 

12.2 The Buyer acquires a right to the products of a supplier in accordance with the supplier's licence and general terms and conditions, which override the relevant provisions of these terms and conditions. 

Article 13. Seller's obligations: 

13.1 The buyer has no claim to warranty in case of: - operation, application, adjustment and/or installation by the buyer or third parties in an injudicious manner and/or not in accordance with the relevant product documentation or manuals; - external causes, occurring after the time of delivery, including defects resulting from installation in connection with incompatible or unsuitable other goods; - repair or the making of changes to any part of the products by the buyer or third parties; - the application of consumables by the buyer or third parties that have not been recommended or supplied by the seller; - other circumstances that, according to common opinion, are for the account and risk of the buyer. 

13.2 Provided that a complaint has been made in time, correctly and in accordance with the provisions of Article 10, and it has been sufficiently demonstrated that the products are defective, the Seller may either replace the products found to be defective with new ones upon their return or repair the products properly. The Seller shall be entitled to supply other, equivalent products in fulfilment of its replacement or repair obligation, e.g. obtained from suppliers other than those initially agreed upon. By fulfilling one of the aforementioned performances, the seller shall be fully discharged of its obligations in this respect and shall not be obliged to pay any further compensation or damages. 

Article 14. Other obligations of buyer: 

The Buyer shall provide the Seller with all information and cooperation required for work to be carried out by the Seller in a timely manner at all times, and shall guarantee the accuracy and completeness thereof. If and insofar as the Buyer wishes to export products, it shall be responsible for obtaining the necessary export licences. 

Article 15. Default/dissolution: 

15.1 If the Buyer fails to comply properly or on time with any obligation arising for it from any agreement, the Buyer will be in default without notice of default and the Seller will be entitled to suspend the performance of that agreement and any directly related agreements until payment has been sufficiently secured or to dissolve them in full or in part. 

15.2 In the event of a (provisional) moratorium, bankruptcy, cessation or dissolution of the Buyer's business, all agreements will be terminated by operation of law, unless the Seller informs the Buyer within a reasonable term that it requires performance of all or part of the relevant agreement(s). In the latter case, the seller shall be entitled to suspend performance of the agreement until the buyer's compliance has been sufficiently secured. 

15.3 In a situation as referred to in 15.1 or 15.2, respectively, all claims of the seller on the buyer pursuant to the relevant agreement(s) and all claims of the seller on the buyer shall be immediately due and payable in full and the seller shall be entitled to repossess the relevant products. In connection therewith, Seller and its authorised representative(s) shall be entitled to enter Buyer's house, land and buildings in order to take possession of the products. The Buyer shall be obliged to take the necessary measures to enable the Seller to enforce its rights. 

Article 16. Transfer of rights and obligations: 

16.1 The seller is permitted to transfer the rights and obligations described in any agreement with the buyer to third parties. If the Seller's obligations are transferred, the Seller will inform the Buyer beforehand to the extent possible, and the Buyer will be entitled to dissolve the agreement with effect from the date on which the transfer takes place. The seller shall in that case not be obliged to pay any compensation in that respect.
16.2 The buyer is not entitled to transfer its rights and/or obligations under an agreement to any third party without the seller's prior written consent. 

Article 17. Applicable law and disputes: 

17.1 All offers, agreements and the performance of agreements by the Seller shall be governed exclusively by Dutch law. The applicability of the 1980 Vienna Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
17.2 All disputes arising from or relating to the agreement to which these terms and conditions apply or the relevant terms and conditions themselves and their interpretation and performance, both of a factual and legal nature, shall, to the extent permitted by law, be settled by the competent Civil Court.
17.3 The provisions of Article 13.2 are without prejudice to the parties' right to submit the dispute to the court with jurisdiction according to the normal rules of competence, or to have it settled by arbitration or binding advice. 

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