General terms and conditions for delivery and payment conditions as of 31-1-2019
Article 1
General
1.These conditions apply to all transactions with Proteam Bicycle Care., Hereinafter referred to as: Proteam Bicycle Care and a Customer to which Proteam Bicycle Care has declared these conditions applicable, insofar as these conditions have not been deviated from explicitly and in writing by the parties.
2.These terms and conditions also apply to agreements with Proteam Bicycle Care for the implementati
on of which third parties must be involved by Proteam Bicycle Care.
3.These general terms and conditions are also written for employees and / or representatives of Proteam Bicycle Care and its management.
4.The applicability of any purchase or other conditions of the Customer is expressly rejected.
5.If one or more provisions in these general terms and conditions are at any time wholly or partially void or should be destroyed, the provisions in these general terms and conditions remain fully applicable. Proteam Bicycle Care and the Customer will then enter into consultations in order to agree on new provisions to replace the void or voided provisions, whereby the purpose and intent of the original provisions will be observed as much as possible.
6.If there is uncertainty about the interpretation of one or more provisions of these general terms and conditions, then the explanation must be given “in the spirit” of these provisions.
7.If any intermediary parties encounter a situation that is not regulated in these general terms and conditions, this situation must be assessed in the spirit of these general terms and conditions.
8.If Proteam Bicycle Care does not always require strict compliance with these conditions, this does not mean that the provisions thereof do not apply, or that Proteam Bicycle Care would lose the right to otherwise strictly comply with the provisions of to require these conditions.
Article 2
Quotations and offers
1.All quotations and offers from Proteam Bicycle Care are without obligation, unless the quotations stipulate a term for acceptance. A quotation or offer expires if the product to which the quotation or offer relates has become unavailable in the meantime.
2.Proteam Bicycle Care cannot be held to its offers or quotations if the Customer can reasonably understand that the offers or offers, or any part thereof, contain an obvious mistake or error.
3.The prices stated in the quotation or offer are exclusive of VAT and other government levies, any costs to be incurred in the context of the agreement, including travel and accommodation, shipping, transport and administration costs, unless otherwise indicated.
4.If the acceptance (whether or not on minor points) deviates from the offer included in the quotation or offer, then Proteam Bicycle Care is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless Proteam Bicycle Care indicates otherwise.
5.A composite quotation does not oblige Proteam Bicycle Care to perform part of the assignment at a corresponding part of the stated price. Offers or quotations do not automatically apply to future orders.
Article 3
Contract duration; delivery terms, execution and amendment agreement
1.The agreement between Proteam Bicycle Care and the Customer is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.
2.If a period has been agreed or stated for the completion of certain activities or for the delivery of certain goods, this is never a strict deadline. If a term is exceeded, the Customer must therefore give Proteam Bicycle Care notice of default in writing. Proteam Bicycle Care must thereby be offered a reasonable period to still execute the agreement.
3.If Proteam Bicycle Care requires information from the Customer for the execution of the agreement, the execution period does not start until after the Customer has provided it correctly and completely to Proteam Bicycle Care.
4.Delivery takes place from the company of Proteam Bicycle Care or directly from the supplier of the product. The Customer is obliged to take delivery of the goods at the moment they are made available to him. If the Customer refuses to take delivery or is negligent in providing information or instructions that are necessary for the delivery, Proteam Bicycle Care is entitled to store the goods at the expense and risk of the Customer.
5.Proteam Bicycle Care has the right to have certain work done by third parties.
6.Proteam Bicycle Care is entitled to execute the agreement in different phases and to invoice the thus executed part separately.
7.If the agreement is executed in phases, Proteam Bicycle Care can suspend the execution of those parts that belong to a subsequent phase until the Customer has approved the results of the preceding phase in writing.
8.If during the execution of the agreement it appears that for a proper implementation it is necessary to change or supplement it, then the parties are confesso that the Proteam Bicycle Care is free to adjust the agreement in such a way that proper execution of the agreement is possible. As a result, the originally agreed amount can be increased or decreased. Proteam Bicycle Care will quote as much as possible in advance. By an amendment of the agreement, the originally specified term of execution can also be changed. The Customer accepts the possibility of changing the agreement, including the change in price and term of execution.
9.If the agreement is changed, including a supplement, then Proteam Bicycle Care is entitled to implement it only after approval has been given by the person authorized within Proteam Bicycle Care and the Customer has agreed to the performance specified. price and other conditions, including the time to be determined at which time it will be implemented. The non-execution or non-immediate execution of the amended agreement does not constitute a breach of contract by Proteam Bicycle Care, nor is it grounds for the Buyer to terminate the agreement. Without being in default, Proteam Bicycle Care can refuse a request for amendment of the agreement, if this could have qualitative and / or quantitative consequences, for example for the work to be performed or goods to be delivered in that context.
10.If the Customer fails to properly comply with what he is obliged to Proteam Bicycle Care, then the Customer is liable for all damage (including costs) on the part of Proteam Bicycle Care as a result, directly or indirectly.
11.If Proteam Bicycle Care agrees a fixed price with the Customer, Proteam Bicycle Care is nevertheless entitled at all times to increase this price without the Customer in that case being entitled to terminate the agreement for that reason, if the increase of the price arises from a power or obligation under the law or regulation or is caused by an increase in the price of raw materials, wages, etc. or on other grounds that were not reasonably foreseeable when entering into the agreement.
Article 4
Suspension, dissolution and premature termination of the agreement
1.Proteam Bicycle Care is authorized to suspend the fulfillment of the obligations or to dissolve the agreement if:
– the Customer does not, not fully or timely fulfill the obligations under the agreement;
– after the conclusion of the agreement Proteam Bicycle Care has been informed of circumstances that give good reason to fear that the Customer will not fulfill the obligations;
– the Customer was requested when entering into the agreement to provide security for the fulfillment of his obligations under the agreement and this security is not provided or is insufficient;
– if due to the delay on the part of the Customer, it is no longer possible to require Proteam Bicycle Care to fulfill the agreement under the originally agreed conditions, Proteam Bicycle Care is entitled to terminate the agreement.
2.Furthermore, Proteam Bicycle Care is entitled to dissolve the agreement if circumstances arise that are of such a nature that unaltered maintenance of the agreement cannot reasonably be expected of Proteam Bicycle Care.
3.If the agreement is dissolved, the claims of Proteam Bicycle Care on the Customer are immediately due and payable. If Proteam Bicycle Care suspends fulfillment of the obligations, it will retain its rights under the law and the agreement.
4.If Proteam Bicycle Care proceeds to suspension or dissolution, it is in no way obliged to compensate damage and costs that arise in any way.
5.If the dissolution is attributable to the Customer, Proteam Bicycle Care is entitled to compensation of the damage, including the costs, thereby arising directly and indirectly.
6.If the Customer fails to fulfill his obligations arising from the agreement and this non-fulfillment justifies termination, Proteam Bicycle Care is entitled to dissolve the agreement immediately and with immediate effect without any compensation or compensation.
7.If the agreement is prematurely terminated by Proteam Bicycle Care, Proteam Bicycle Care will arrange for the transfer of work still to be performed to third parties in consultation with the Customer. This unless the cancellation is attributable to the Customer. If the transfer of the work involves additional costs for Proteam Bicycle Care, these will be charged to the Customer. The Customer is obliged to pay these costs within the aforementioned term, unless Proteam Bicycle Care indicates otherwise.
8.In case of liquidation, (application for) suspension of payment or bankruptcy, seizure – if and insofar as the attachment has not been lifted within 7 days – at the expense of the Customer, of debt rescheduling or another circumstance as a result of which the Customer No longer has free disposal of its assets, the Proteam Bicycle Care is free to terminate the agreement immediately and with immediate effect or to cancel the order or agreement, without any obligation on its part to pay compensation or compensation.
In that case, the claims of Proteam Bicycle Care on the Customer are immediately due and payable.
9.If the Customer cancels a placed order in whole or in part, the items ordered or prepared for it, plus any delivery, removal and delivery costs thereof and the working time reserved for the execution of the agreement, will be integral to the Customer will be charged.
ARTICLE 5
Force of the majority
1.Proteam Bicycle Care is not obliged to fulfill any obligation to the Customer if it is hindered to do so as a result of a circumstance that is not due to fault, and which is not applicable by law, legal act or traffic views which are for her account.
2. Force majeure in these general terms and conditions means, in addition to what is understood in this respect by law and case law, all external causes, foreseen or unforeseen, over which Proteam Bicycle Care cannot exert influence, but which does not enable Proteam Bicycle Care to is to fulfill its obligations. Strikes in the company of Proteam Bicycle Care or third parties included. Proteam Bicycle Care is also entitled to invoke force majeure if the circumstance preventing (further) fulfillment of the agreement occurs after Proteam Bicycle Care should have fulfilled its obligation.
3.Proteam Bicycle Care can suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than six months, then each of the parties is entitled to dissolve the agreement, without obligation to pay compensation to the other party.
4. Insofar as Proteam Bicycle Care has at the time of the occurrence of force majeure partially fulfilled its obligations under the agreement, and the part fulfilled or to be fulfilled has independent value, Proteam Bicycle Care is entitled to respect the already fulfilled invoice the part to be fulfilled separately. The Customer is obliged to pay this invoice as if it were a separate agreement.
ARTICLE 6
Payment and collection costs
1. Payment must be made no later than 8 days after the invoice date, in a manner to be indicated by Proteam Bicycle Care in the currency in which the invoice has been made, unless stated otherwise in writing by Proteam Bicycle Care. Proteam Bicycle Care is entitled to invoice periodically.
2. If the Customer fails to pay an invoice on time, the Customer will be in default by operation of law. The Customer then owes an interest of 4% per month, unless the statutory interest is higher, in which case the statutory interest is due. The interest on the due and payable amount will be calculated from the moment that the Customer is in default until the moment of payment of the full amount due, not taking into account reminders or other forms of default.
3.Proteam Bicycle Care has the right to have the payments made by the Customer go first of all to reduce the costs, then to reduce the interest still due and finally to reduce the principal and accrued interest.
4.Proteam Bicycle Care can, without being in default, refuse an offer of payment, if the Customer designates a different order for the allocation of the payment. Proteam Bicycle Care can refuse full payment of the principal if the open cases and accrued interest and collection costs are not also paid.
5. The Customer is never entitled to set off the amount owed by him to Proteam Bicycle Care.
6. Objections to the amount of an invoice do not suspend the payment obligation. The Customer who is not entitled to appeal to Section 6.5.3 (Articles 231 to 247, Book 6 of the Dutch Civil Code) is also not entitled to suspend payment of an invoice for any other reason.
7.If the Buyer remains in default or fails to fulfill its obligations (in time), all reasonable costs incurred in obtaining payment out of court will be borne by the Buyer.
The actual costs incurred by Proteam Bicycle Care will be charged with a minimum of € 50 per invoice. Any judicial and execution costs incurred will also be recovered from the Customer. The Customer also owes interest on the collection costs owed.
8.If the Customer has ordered goods, which he has to pay in advance according to agreement and he has still not paid for 2 weeks after he has been informed that the goods are ready for him, the principal amount will be related to that order. , due and payable for Proteam Bicycle Care. The integral principal must then be paid by the Customer against reasonable proof of discharge within the agreed payment term. In the absence of timely payment, the interest and the other costs will be borne by the Customer.
ARTICLE 7
Retention of title
1. All goods delivered by Proteam Bicycle Care under the agreement remain the property of Proteam Bicycle Care until the Customer has properly fulfilled all obligations under the agreement (s) concluded with Proteam Bicycle Care.
2. Goods delivered by Proteam Bicycle Care that fall under the retention of title pursuant to paragraph 1 may not be resold and may never be used as a means of payment. The Customer is not authorized to pledge or encumber in any other way the goods that are subject to the retention of title.
3. The Customer must always do everything that can reasonably be expected of him to safeguard the property rights of Proteam Bicycle Care.
4. If third parties seize the goods delivered under retention of title or wish to establish or assert rights thereon, the Customer is obliged to immediately notify Proteam Bicycle Care.
5. The Customer undertakes to insure the goods delivered under retention of title and to keep them insured against fire, explosion and water damage as well as against theft and to make the policy of the insurance available for inspection at first request to Proteam Bicycle Care. In the event of any payment of the insurance, Proteam Bicycle Care is entitled to these tokens. For as much as necessary, the Customer undertakes in advance towards Proteam Bicycle Care to cooperate with everything that may prove to be necessary or desirable in that context.
6. In the event that Proteam Bicycle Care wishes to exercise its property rights referred to in this article, the Customer gives unconditional and irrevocable permission in advance to Proteam Bicycle Care and third parties to be designated by Proteam Bicycle Care to enter all those places where the property of Proteam Bicycle Care are located and take those things back.
ARTICLE 8
Warranties, research and complaints, limitation period
1.The goods to be delivered by Proteam Bicycle Care meet the usual requirements and standards that can be reasonably set at the time of delivery and for which they are intended for normal use according to Dutch standards. The warranty mentioned in this article applies to items that are intended for use in the Netherlands. When using outside the Netherlands, the Customer must verify whether the use thereof is suitable for use there and meet the conditions set for it. In that case, Proteam Bicycle Care can impose other warranty and other conditions with regard to the goods to be delivered or the work to be performed.
2. The guarantee referred to in paragraph 1 of this article applies for a period of 6 months, after delivery, unless the nature of the delivery dictates otherwise or the parties have agreed otherwise. If the warranty provided by Proteam Bicycle Care concerns a good that was produced by a third party, the guarantee is limited to that provided by the producer of the good, unless stated otherwise.
3. Complaints regarding transport and shortages must be reported within 24 hours of receipt of the goods. After that, the right to complaints about transport failures expired. In the event that the goods are collected themselves, the Customer must check the goods upon receipt, after which there is no longer any right to shortcomings.
4. Any form of warranty lapses if a defect has arisen as a result of or resulting from improper or improper use of it or use after the expiry date, incorrect storage or maintenance thereof by the Customer and / or by third parties when, without written permission from Proteam Bicycle Care, the Customer or third parties have made changes or attempted to make changes to the goods, confirmed other goods that should not be attached to them or if they have been processed or processed in a manner other than the prescribed manner. Neither is the Customer entitled to a warranty if the defect is caused by or is the result of circumstances over which Proteam Bicycle Care cannot influence, including weather conditions (such as, but not limited to, extreme rainfall or temperatures), etc.
5. Claims under warranty also lapse if the defect arose as a result of the use of the delivered goods (for example due to wear). This is at the discretion of Proteam Bicycle Care.
6. The Customer is obliged to examine the delivered goods or have them inspected immediately at the moment that the goods are made available to him or the relevant work has been carried out. In doing so, the Customer should investigate whether the quality and / or quantity of the delivered goods corresponds with what has been agreed and meets the requirements that the parties have agreed in this regard. Any visible defects must be reported in writing to Proteam Bicycle Care within seven days of delivery. Any invisible defects must be reported to Proteam Bicycle Care in writing immediately, but in any case no later than fourteen days after discovery thereof. The report must contain a description of the defect as detailed as possible, so that Proteam Bicycle Care is able to respond adequately. The Customer must give Proteam Bicycle Care the opportunity to investigate a complaint or have it investigated.
7.If the Customer complains on time, this does not suspend his payment obligation. In that case, the Customer will also be obliged to purchase and pay for the other goods ordered.
8.If a defect is reported later, the Customer is no longer entitled to repair, replacement or compensation.
9.If it is established that a good is defective and a complaint has been made in this respect in time, Proteam Bicycle Care will provide the defective good within a reasonable period after receipt thereof or, if return is not reasonably possible, written notification of the defect by the Customer. , at the choice of Proteam Bicycle Care, to replace or arrange for the repair thereof or to pay replacement compensation to the Customer. In the event of replacement, the Customer is obliged to return the replaced item to Proteam Bicycle Care and to transfer ownership thereof to Proteam Bicycle Care, unless Proteam Bicycle Care indicates otherwise.
10.Proteam Bicycle Care only provides a warranty if and insofar as all warranty provisions are met and the warranty is not covered by any manufacturer’s warranty or third-party warranty.
11.If it is established that a complaint is unfounded, then the costs will arise, including the investigation costs, which have fallen on the side of Proteam Bicycle Care, in full for the account of the Customer.
12. After the warranty period, all costs for repair or replacement, including administration, shipping and call-out costs, will be charged to the Customer.
13. Notwithstanding the statutory limitation periods, the limitation period of all claims and defenses against Proteam Bicycle Care and the third parties involved by Proteam Bicycle Care in the performance of an agreement is one year.
ARTICLE 9
Liability
1.If Proteam Bicycle Care is liable, this liability is limited to what is arranged in this provision.
2. Proteam Bicycle Care is not liable for damage, of whatever nature, caused by Proteam Bicycle Care assuming incorrect and / or incomplete information provided by or on behalf of the Customer.
3. If Proteam Bicycle Care should be liable for any damage, the liability of Proteam Bicycle Care is limited to a maximum of the invoice value of the order, at least to that part of the order to which the liability relates. The liability of Proteam Bicycle Care is in any case always limited to the amount of the payment from its insurer, if applicable.
4.Proteam Bicycle Care is only liable for direct damage.
5. Direct damage is exclusively understood to mean the reasonable costs for determining the cause and the extent of the damage, insofar as the determination relates to damage within the meaning of these conditions, any reasonable costs incurred due to the faulty performance of Proteam Bicycle. Have Care comply with the agreement, insofar as these can be attributed to Proteam Bicycle Care and reasonable costs incurred to prevent or limit damage, insofar as the Customer demonstrates that these costs have led to limitation of direct damage as referred to in these general terms and conditions. conditions.
6.Proteam Bicycle Care is never liable for indirect damage, including consequential damage, loss of profit, missed savings and damage due to business interruption.
ARTICLE 10
Risk transition
1. The risk of loss, damage or depreciation is transferred to the Customer at the moment that goods are brought under the Customer’s control.
ARTICLE 11
Indemnity
1. The Customer indemnifies Proteam Bicycle Care against any claims from third parties who suffer damage in connection with the execution of the agreement and the cause of which is attributable to parties other than Proteam Bicycle Care.
2.If Proteam Bicycle Care may be addressed by third parties on this basis,
then the Customer is obliged to assist Proteam Bicycle Care both in and out of court and to immediately do everything that may be expected of him in that case. Should the Customer fail to take adequate measures, Proteam Bicycle Care is entitled, without notice of default, to do so itself. All costs and damage on the part of Proteam Bicycle Care and third parties resulting from this are fully for the account and risk of the Customer.
ARTICLE 12
Intellectual ownership
1.Proteam Bicycle Care reserves the rights and powers vested in it under Copyright Act and other intellectual laws and regulations. Proteam Bicycle Care has the right to use the knowledge gained by the execution of an agreement for other purposes as well, insofar as no strictly confidential information of the Customer is brought to the attention of third parties.
ARTICLE 13
Applicable law and disputes
1. All legal relationships to which Proteam Bicycle Care is a party are exclusively governed by Dutch law, even if an obligation is wholly or partly performed abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.
2. The court of Arnhem has exclusive jurisdiction to hear disputes, unless the law prescribes otherwise. Nevertheless, Proteam Bicycle Care has the right to submit the dispute to a court that has jurisdiction according to the law.
3. Parties will only appeal to the courts after they have made every effort to settle a dispute by mutual agreement.
ARTICLE 14
Location and change conditions
1. Dutch law applies to this website and the disclaimer. Proteam Bicycle Care reserves the right to change or terminate the information offered on or via this website, including the text of this disclaimer, at its own discretion and at any time, without further notice.
2. The latest version as applicable at the time of the establishment of the legal relationship with Proteam Bicycle Care is always applicable.
3. The English text of the general terms and conditions is always decisive for the interpretation thereof.