Terms and Conditions
ARTICLE 1. | DEFINITIONS
1. ECC: Europe Cycle Company BV, the user of these delivery conditions, located in Beverwijk.
2. Buyer: the natural or legal person, at least acting in the exercise of a profession or business, with whom ECC has concluded or intends to conclude an agreement.
3. Agreement: any agreement concluded between the buyer and ECC whereby ECC has undertaken towards the buyer to deliver products.
4. Products: all items to be delivered by or on behalf of ECC within the framework of the agreement, including (electric) bicycles, parts thereof and / or accessories.
5. Written: both traditional written communication and communication by e-mail.
ARTICLE 2. | GENERAL PROVISIONS
1. These delivery conditions apply to every offer from ECC and every agreement concluded between the buyer and ECC.
2. These delivery conditions also apply to agreements for the execution of which third parties are involved by ECC.
3. The applicability of the purchase or other conditions of the buyer is explicitly rejected.
4. Deviations from these terms of delivery only apply if those deviations have been expressly agreed in writing between the parties.
5. ECC is always entitled to leave the execution of the agreement in whole or in part to third parties, without prejudice to its obligation to properly fulfill the agreement.
6. Annulment or invalidity of one or more of the present provisions does not affect the validity of the other provisions. In such a case, the parties are obliged to enter into mutual consultation in order to make a replacement arrangement with regard to the affected clause. The purpose and purport of the original provision is taken into account as much as possible.
ARTICLE 3. | OFFER AND FORMATION OF THE AGREEMENT
1. Every offer from ECC is without obligation. ECC is never obliged to accept an order or assignment.
2. Obvious errors or mistakes in the offer are not binding for ECC.
3. The buyer cannot derive any rights from an offer based on incorrect or incomplete information provided by the buyer.
4. An offer does not automatically apply to follow-up agreements.
5. Samples and models shown and / or provided, for example in brochures, on websites or in promotional material, are shown as accurately as possible, but they are only indicative. The buyer cannot derive any rights from this.
6. The agreement is concluded by offer and acceptance. If the buyer's acceptance deviates from ECC's offer, the agreement will not be concluded in accordance with this deviating acceptance, unless ECC indicates otherwise. Oral agreements do not bind ECC until after ECC has confirmed the order or assignment in writing.
7. A compound quotation never obliges ECC to fulfill part of the offer against a corresponding part of the stated price.
ARTICLE 4. | TERMS
1. ECC makes every effort to comply with the implementation and / or delivery terms agreed between the parties on time. However, all terms stated by ECC can only be regarded as indicative, non-fatal terms. The buyer does not claim the rights he is entitled to by law until after he has given ECC written notice of default, giving ECC a reasonable period of time to still fulfill the agreement and the performance has still not been fulfilled after the latter period.
2. If ECC is dependent on information to be provided by the buyer for the performance of the agreement, delivery periods will not commence until after ECC has received this information.
ARTICLE 5. | WORK IN CONNECTION WITH PRODUCTS TO BE MANUFACTURED ACCORDING TO THE SPECIFICATION OF THE BUYER
1. This article applies to orders for which ECC has undertaken to manufacture the products according to the specifications of the buyer, such as applying labels to the bicycles to be delivered.
2. ECC will be entitled to engage third parties for the performance of the activities as referred to in this article. Article 7: 404 of the Dutch Civil Code does not apply to the agreement.
3. ECC undertakes to carry out the agreed work as referred to in paragraph 1 to the best of its knowledge and ability, however ECC is dependent on the specifications or items to be provided by or on behalf of the buyer, such as labels. Minor deviations between what has been agreed and what is actually delivered can occur and must be tolerated by the buyer, without the buyer claiming compensation for damage or any other disadvantage.
4. The buyer guarantees that he will provide ECC with all matters and information that are reasonably important for the design and implementation of the agreement in a timely manner. Furthermore, the buyer guarantees the correctness and soundness of goods that are made available by or on behalf of him for the execution of the agreement.
5. If the agreement is implemented according to incorrect or incomplete information or goods delivered by the buyer, the buyer will still owe the full agreed price and this cannot be regarded as a shortcoming on the part of ECC.
6. If during the performance of the activities as referred to in this article it appears that it is necessary for a proper completion thereof to amend or supplement the agreement, then the parties will proceed to adapt the agreement in good time and in mutual consultation. If the nature, scope or content of the agreement is changed qualitatively and / or quantitatively, this may have consequences for what was originally agreed. As a result, the originally agreed price can be increased or decreased. ECC will provide a quotation of this in advance as much as possible.
7. In the event of additions or changes to the agreed upon by the buyer, the additional costs associated with this will be borne by the buyer. ECC will inform the buyer in good time about the necessity to pass on the costs referred to here, unless the buyer should have understood this necessity on its own.
8. Due to an amendment to the agreement, the originally stated term of execution and delivery may be changed. The buyer accepts the possibility of changing the agreement, including the change in price and term of execution. If the agreement is amended or supplemented, ECC is entitled to implement it only after the buyer has agreed to the adjusted price and other conditions, including the time to be determined at which the work will be performed. Not or not immediately executing the amended agreement also does not constitute a shortcoming on the part of ECC and does not offer the buyer any ground to terminate the agreement.
9. If, after the conclusion of the agreement, cost-increasing circumstances arise or come to light, which can be attributed to the buyer on the basis of incorrectly provided information or goods, the associated additional costs will be for his account, unless ECC the inaccuracy of the by
information provided to the buyer should have been discovered before the price was determined. ECC will inform the buyer in good time of the need to pass on the costs referred to here.
10. Without being in default, ECC may refuse a request to amend the agreement if compliance with the amended agreement cannot reasonably be expected of it.
11. Agreements that provide for additional work, subject to the provisions of the remainder of this article, take place in consultation and are recorded in writing at the request of ECC.
12. The agreement with regard to the performance of activities as referred to in this article cannot be dissolved after it has been concluded. If the buyer nevertheless terminates the agreement prematurely, ECC is entitled to claim the full agreed price.
ARTICLE 6. | DELIVERY
1. If delivery of the products has been agreed, ECC will determine the method of shipment and packaging of the products, unless expressly agreed otherwise.
2. If delivery has been agreed, the products will be delivered to the delivery address specified by the buyer, failing which the invoice address will be regarded as the delivery address.
3. The buyer is obliged to accept the purchased products at the time when they are available to him or when they are delivered to him. If the buyer refuses to take delivery for any reason or is negligent in providing information or instructions necessary for the delivery, the products will be stored at the expense and risk of the buyer after ECC has notified him. In that case, the buyer owes a reasonable price for storage of the products in addition to the purchase price.
4. The risk of loss and damage to the products transfers to the buyer at the moment that the products have actually been placed in the possession of the buyer or a third party designated by him, unless explicitly agreed otherwise.
5. ECC is allowed to deliver orders in parts. If orders are delivered in parts, ECC is entitled to invoice each part separately.
ARTICLE 7. | EMBALLAGE PALLET
1. Packaging pallet remains the property of ECC. The buyer is not entitled to use the packaging pallet for purposes for which the packaging pallet is not intended.
2. ECC is authorized to charge the purchaser costs for the use of a packaging pallet.
ARTICLE 8. | RESALE; RECOMMENDED PRICE AND PRESENTATION
1. The buyer is obliged not to offer the delivered products that are intended for resale for an amount lower than the sales prices stated by ECC.
2. If the buyer does not fulfill his obligation as referred to in paragraph 1, ECC is entitled to refuse future orders from the buyer.
3. The buyer is obliged to resell the delivered products in his own name, at his own risk and expense. The buyer is never entitled to represent ECC as an agent or otherwise.
4. The products delivered by ECC may only be resold by the other party in the original packaging, supplied by ECC or its supplier. The buyer will not make any changes to the packaging and must prevent damage to it.
5. The buyer must present the brands used by ECC, as well as the products supplied, prominently and consistently in accordance with the appearance of the brands used. Advertisements and other communication with end customers must be consistent with the image of the brands that ECC carries. The products must be presented in such a way that does not detract from the nature of the brands of the products represented by ECC.
6. At the request of ECC, each presentation of the delivered products must be submitted to ECC for approval prior to publication, if and to the extent that graphic or text-related elements in the presentation do not come directly from ECC. ECC will not unreasonably withhold such approval.
ARTICLE 9. | COMPLAINTS
1. The buyer is obliged to check immediately upon delivery of the products whether the nature and quantity thereof correspond to the agreement.
2. If, in the opinion of the buyer, the goods delivered do not comply with the agreement, he must immediately notify ECC thereof.
3. Complaints with regard to non-visible defects must be reported to ECC in writing within two days after the buyer was aware of these defects or should reasonably have been aware of these defects.
4. If the buyer fails to notify as referred to in paragraph 2, or does not submit a complaint within the term as referred to in paragraph 3, no obligation whatsoever arises for ECC from such a complaint on the part of the buyer.
5. The buyer must provide ECC with the opportunity to investigate a complaint submitted by him and to assist ECC in providing all relevant information.
6. Complaints regarding discoloration and minor color deviations will not be processed. This also applies to complaints that have changed in nature or composition after receipt by the buyer or third parties, or that have been fully or partially treated or processed.
7. Return shipments will not be accepted by ECC until after its prior written consent. Unless explicitly agreed otherwise, the costs of returning the products will be borne by the buyer. If the complaint turns out to be well-founded, these costs will be eligible for a refund.
8. Unless the delivered goods do not comply with the agreement as a result of a shortcoming of ECC and the buyer has made a timely complaint about this to ECC, ECC is entitled to charge all costs incurred in connection with the return shipment to the buyer, including administration and storage costs.
9. Complaints never suspend the buyer's payment obligation.
ARTICLE 10. | FORCE OF THE MAJORITY
1. ECC is not obliged to fulfill any obligation under the agreement if it is prevented from doing so by a circumstance that cannot be attributed to it by law, a legal act or generally accepted standards.
2. If the force majeure situation continues for more than three months, or it is foreseeable that the force majeure situation will continue for more than three months, the parties are entitled to dissolve the agreement with immediate effect.
3. If, when the force majeure situation arises, ECC has already partially fulfilled its obligations or can partially fulfill its obligations, it is entitled to separately invoice the already executed part or the executable part of the agreement as if it were an independent agreement. .
4. Damage as a result of force majeure is never eligible for compensation.
ARTICLE 11. | SUSPENSION AND DISSOLUTION
1. ECC is, if the circumstances justify this, entitled to suspend the execution of the agreement or to dissolve the agreement with immediate effect, if the buyer does not, not timely or not fully comply with the obligations under the agreement or these delivery conditions, then well after closing
the agreement becomes aware of ECC circumstances that give good reason to fear that the buyer will not fulfill his obligations.
2. If the buyer is in a state of bankruptcy, has applied for a moratorium on payments, any attachment has been imposed on his goods or in cases where the buyer cannot otherwise freely dispose of his assets, ECC is entitled to conclude the agreement with immediate effect. to dissolve, unless the buyer has already provided adequate security for payment.
3. Furthermore, ECC is entitled to dissolve the agreement if circumstances arise of such a nature that fulfillment of the agreement is impossible or if unaltered maintenance thereof cannot reasonably be expected of it.
4. The buyer will never be entitled to any form of compensation in connection with the right of suspension and dissolution exercised by ECC on the basis of this article.
5. Insofar as this can be attributed to him, the buyer is obliged to compensate the damage that ECC suffers as a result of the suspension or dissolution of the agreement.
6. If ECC dissolves the agreement on the basis of this article, all claims against the buyer are immediately due and payable.
ARTICLE 12. | GUARANTEE
1. The provisions of this article are without prejudice to the provisions of any warranty conditions explicitly agreed in writing.
2. Delivered bicycles are covered by a 2-year warranty period on the frame and fork. For electric bicycles a warranty period of 1 year applies to the electronic parts, including lighting. No warranty applies with regard to wear-sensitive parts, such as tires, brake discs, as well as for items other than those referred to in the first two sentences.
3. The warranty period commences when the product intended for resale is made available to the purchaser of the buyer. The date on the proof of purchase to be provided by the buyer to his customers is decisive for the moment when the warranty periods commence.
4. The warranty lapses if a defect in the product is the result of an external cause and / or cannot be attributed to ECC. This includes, but is not limited to, defects as a result of corrosion, damage, incorrect or improper use, non-professional and regular maintenance or maintenance, making changes to the products, including repairs that have not been carried out with the permission of ECC.
5. The guarantee also lapses if the damage is caused by negligence on the part of the buyer, for example because the buyer has acted contrary to instructions, directions or advice from ECC.
6. Furthermore, there is no claim under warranty if the buyer has not fulfilled his (payment) obligations towards ECC.
7. If ECC incurs investigation costs for the determination of a defect, on the basis of which warranty is excluded, these costs will be borne by the buyer. ECC strives to report this in advance. The omission of this notification does not affect the buyer's obligation to pay these costs.
8. In order to make his claim under warranty valid, the buyer must submit a complaint to ECC within 2 days after his discovery of the defect. If its complaint is found to be justified by ECC, ECC will, at its option, replace or repair the defective products, or parts thereof, free of charge.
ARTICLE 13. | PRICES AND PAYMENTS
1. Unless explicitly stated otherwise, all stated prices are exclusive of VAT, other government levies and shipping costs. With an invoice value of at least € 1500 (excl. VAT), the shipping costs will be borne by ECC. In other cases, the shipping costs will be borne by the buyer.
2. If, after an offer has been made or after the agreement has been concluded, a change occurs in VAT rates or other government levies, ECC is entitled to change the prices accordingly.
3. Furthermore, ECC is entitled to pass on price increases of cost-determining factors that become apparent to the buyer after the conclusion of the agreement.
4. ECC is always entitled to demand partial or full advance payment of the agreed price.
5. In the event of advance payment, the buyer cannot assert any rights with regard to the performance of the agreement as long as the advance payment has not been made.
6. In the event of liquidation, bankruptcy or suspension of payment of the buyer, the claims against the buyer are immediately due and payable.
7. In the event of follow-up orders, the buyer must have paid the invoice for previous deliveries before these follow-up orders are processed by ECC.
8. If payment by bank transfer has been agreed, payment must be made within 14 days after the invoice date, in the manner prescribed by ECC, unless otherwise agreed in writing with the management.
9. If timely payment is not made, the buyer's default will take effect by operation of law. From the day that the default commences, the buyer owes the then applicable statutory commercial interest on the amount due. The legal commercial interest is calculated up to and including the day that the full outstanding amount has been paid.
10. All reasonable costs for payment of amounts owed by the buyer are for his account. The extrajudicial costs are calculated in accordance with the Collection Costs Act.
11. The buyer is never entitled to set off claims of ECC against any counterclaims against ECC.
ARTICLE 14. | LIABILITY AND INDEMNITY
1. ECC does not accept any liability other than the explicitly agreed or the guarantee referred to in Article 12. Furthermore, ECC does not bear any liability for the cases referred to in the remainder of these delivery conditions.
2. Except in the case of intent and willful recklessness on the part of ECC, ECC is not liable for any damage resulting from the use of the products it supplies.
3. ECC is never liable for damage that arises because ECC relied on incorrect or incomplete information provided by the buyer.
4. ECC is not liable for damage as a result of improper storage of the products by the buyer or third parties.
5. In particular, ECC bears no liability for damage caused by actions in violation of the user instructions or other regulations or directions issued by or on behalf of ECC.
6. ECC is not liable for damage for which the manufacturer of the products is based on product liability as referred to in Section 6.3.3. of the Civil Code, bears liability.
7. ECC is at all times entitled to repair damage suffered by the buyer. The buyer must give ECC the opportunity to do so, failing which any liability of ECC will lapse.
8. ECC is never liable for consequential damage, including lost profit, loss and damage as a result of business interruption. If, despite the provisions of these terms and conditions, liability of ECC nevertheless exists, only direct damage will be eligible for compensation. Direct damage is exclusively understood to mean:
the reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to damage that is eligible for compensation within the meaning of these terms and conditions;
any reasonable costs incurred to have the defective performance of ECC conform to the agreement, insofar as these can be attributed to ECC;
reasonable costs incurred to prevent or limit damage, insofar as the buyer demonstrates that these costs have led to limitation of direct damage as referred to in these delivery conditions.
9. If, on the basis of the circumstances of the case, a further liability of ECC should exist, the liability is limited to no more than the invoice value of the agreement, or at least to that part of the agreement to which the liability relates.
10. The liability will never exceed the amount that is paid out in respect of the case concerned under any liability insurance taken out by ECC.
11. Without prejudice to the other provisions of these terms and conditions of delivery, contrary to the statutory limitation period, the limitation period of all claims and defenses against ECC is six months.
12. Except in the case of intent or deliberate recklessness on the part of ECC, the buyer will indemnify ECC against all claims from third parties, for whatever reason, with regard to compensation for damage, costs or interest, related to the use of the equipment by ECC. products supplied or the work performed by or on behalf of ECC.
ARTICLE 15. | RETENTION OF OWNERSHIP
1. All products delivered by ECC remain its property until the buyer has properly fulfilled all obligations under the agreement.
2. The buyer must arrange for such business insurance and / or home contents insurance that the products delivered under retention of title are co-insured at all times. At the first request of ECC, the user will, at his first request, allow access to the insurance policy and associated premium payment certificates.
3. Except insofar as it must be considered permissible in the course of his normal business operations, the buyer is prohibited from selling, pledging or otherwise encumbering the products subject to retention of title. In the event that the buyer acts as a reseller, he must stipulate a similar retention of title on the products concerned in the case of resale towards his buyer.
4. If third parties seize the products subject to retention of title, or wish to establish or assert rights thereon, the buyer is obliged to notify ECC of this as soon as possible.
5. The buyer gives unconditional permission to ECC or the third parties designated by ECC to enter all those places where the products subject to retention of title are located. In the event of default of the buyer, ECC is entitled to take back the products referred to here. All reasonable costs related to this will be borne by the buyer.
ARTICLE 16. | FINAL PROVISIONS
1. Dutch law is exclusively applicable to every agreement and all legal relationships arising therefrom.
2. The parties will only appeal to the courts after they have made every effort to settle the dispute in mutual consultation.
3. Only the competent court within the district of ECC's place of business will be designated to hear disputes.
4. The Dutch text of these delivery conditions is always decisive for the interpretation thereof.