General conditions RaptoBike

1. Definitions
In these terms and conditions (“Terms”) shall mean: a. Seller: RaptoBike, established in Amstelhoek b. Buyer: any natural or legal person who enters into an agreement with Seller or with whom Seller enters in discussions or negotiations about the conclusion of an Agreement, c. Contract: any agreement that is established between Seller and Buyer, any amendment or supplement thereto, and all (legal) acts in preparation or execution of that agreement; d. Products: all matters, including documentation, test equipment and all (other) results of services by Seller, which are the subject of a contract, e. Services: all activities in any form, whatsoever performed by Seller for or on behalf of Buyer; f. Order: any order by Buyer, in any form whatsoever.
Article 2. Relevance of terms of delivery
2.1 These terms of delivery apply to all sellings and deliveries, both services and goods, by Seller.
2.2 On transactions to which these general terms apply, no other terms are valid; any general conditions of Buyer are explicitly declined.
Article 3. Offers, conclusion of agreements and declarations and indications of Products and Services
3.1 An offer (or estimate) by Seller is not binding, and serves only as an invitation to place an Order by Buyer.
3.2 An agreement is only entered if and insofar as Seller confirms an Order by Buyer in writing (including email) or Seller fulfills an Order, unless Buyer proves by other means that Seller has accepted the Buyer's order fully and unconditionally.
3.3 All statements by Seller regarding numbers, sizes, weights, colour of Products / Services have been made carefully, but Seller can not guarantee that there will be no deviations in such. Shown or supplied samples, drawings, photographs, (3D) images or models are only indications of the Products and / or Services. If Buyer proves that the delivered Products and / or Services differ such from the statements by Seller or the samples, drawings, photographs, (3D) images or designs, that he can no longer reasonably be required to purchase them, Buyer has the right to terminate the Agreement, but only to the extent that dissolution is reasonably necessary.
Article 4. Selling and delivery of goods
4.1 All goods, sold by Seller, remain in possesion of Seller, until the full amount is paid for by Buyer.
4.2 Risk of loss, destruction and/or damage of/to sold goods and/or goods which are delivered are transfered to Buyer at the time that the goods leave the company of the Seller.
Article 5. Services
5.1 On performing services Seller can hold back all goods, which belong to Buyer, until the full amount due is paid by Buyer.
5.2 Risk of loss, destruction and/or damage of/to goods which are given to Seller to work on, are fully for Buyer.
Article 6. Price
6.1 All prices are stated in Euro and including VAT, unless otherwise noted. Unless otherwise stated in Seller's brochures, price lists or other promotional material or unless otherwise expressly agreed, the cost of packing and shipping are separately charged to Buyer, as well as the cost of import and export duties and excise taxes, travel and subsistence under grant of Services, and any (other) taxes or charges imposed or levied in respect of any performance.
Article 7. Payment
7.1 Payment occurs in full before delivery, except if otherwise agreed.
7.2 In case payment is not forthcoming, then Buyer forfeits an immediately claimed penalty of 5% of the monthly indebted amount, undimished the right of Seller to compensation.
7.3 Buyer is not entitled to offset a claim on his part with a claim by Seller, unless it based on the force of res judicata or arbitral award is granted.
Article 8. Delivery Terms
8.1 The Vendor specified delivery period for products and / or period for delivering Services is indicative, not fatal, and based on the prevailing circumstances for Seller at the moment of concluding the Agreement and, if dependent on the performance of third parties, on the data provided to Seller by such third parties. Seller will strive to adhere to the delivery time as much as possible. 8.2 If the Agreement is concluded on any working day before 15.00 hours CET/CEST, the aforementioned delivery period will start on the date of conclusion of the Agreement. If the Agreement is concluded on any day, except Friday, after 15.00 hours CET/CEST, the delivery period will start on the first workday after the conclusion of the Agreement. Insofar as the Agreement is concluded on a weekend, on a public holiday or on Friday after 15.00 hours CET/CEST, the delivery period will start on the next regular workday.
8.3 Buyer shall not be entitled to (loss) compensation if the communicated delivery period is not met. In such a case, Buyer has no right to rescind or terminate the Agreement, unless the expiration of the delivery period is such that Buyer can not reasonably be expected to adhere to (the relevant part of) the agreement. In such a case Buyer is entitled, after written notice containing a reasonable compliance period, to rescind or cancel the Agreement by registered letter, but only insofar as is strictly necessary.
8.4 Seller shall at all times retain the right to deliver Products in parts when needed.
Article 9. Delivery and risk
9.1 The delivery of the Products, including the cost of delivery and the passing of the risk occur at the site and the time that the Products are ready for shipment to Buyer. Seller will inform Buyer as soon as possible of such time and place and Buyer shall accept the Products as soon as possible but no later than 14 days after notification.
9.2 Buyer shall ensure that nothing stands in the way from his part to meeting the agreed terms, including Delivery, purchase, and installation times.
9.3 Should the Buyer not accept the Products within the agreed period, he will be in default without notice. Seller is then entitled to store the Products or sell them to third parties at the cost and risk to Buyer. Buyer remains due the purchase price, plus interest and costs.
Article 10. Force Majeure
10.1 If the Seller by a non-attributable shortcoming (“force majeure”) fails to meet its obligations towards the Buyer, these obligations will be suspended for the duration of the force majeure.
10.2 If the force majeure has lasted three months, both parties have the right to dissolve the Agreement in writing in whole or in part.
10.3 Force majeure any of the Seller includes any circumstances independent of the intentions of the Seller, which prevent, delay or render uneconomical the fulfillment of (the relevant part of) its obligations towards the Buyer, as a result of which fulfillment of these obligations can not reasonably be required from Seller.
10.4 The parties will inform each other as soon as possible about a (impending) force majeure.
Article 11. Shortcomings
11.1 The Buyer is obliged to carefully inspect any delivered Products within fourteen calendar days after delivery for any deficiencies and weaknesses and to to inform Seller immediately in writing, all this on pain of forfeiture of the right of appeal to deficiencies that could reasonably be discovered at close inspection. In particular, any Buyer is obliged to monitor and maintain front forks if applicable.
11.2 Any deficiencies identified during inspection, and only those deficiencies in the Product, which at the time of inspection could not reasonably be determined, but are discovered within six months after delivery of the Product, and are immediately reported in writing to Seller after discovery, insofar as they can be demonstrably attributed to the Seller, will be corrected by the Seller at no cost to the Buyer, by – at the Seller's discretion – repair and / or replacement.
11.3 Deficiencies in the delivered Product are not considered grounds for dissolution of the agreement, unless it concerns deficiencies of the type as referred to in the previous two articles and Seller fails to solve the deficiencies in an acceptable way after repeated attempts. In that case Buyer is empowered to dissolve the agreement as and when upkeeping of the agreement can no longer be reasonably demanded of Buyer.
Article 12. Liability
12.1 For damage from or in connection with delivered Products and/or Services by or on behalf of Seller to Buyer - in the broadest sense – for which Seller can be held legally responsible - as far as mandatory provisions do not require otherwise – the following applies:
12.2 Only such damage is applicable for compensation as has been shown conclusively by Buyer that this is due to a circumstance or event for which Seller legally can be held liable.
12.3 Damages, as far as consisting of lost profits, loss of revenue, consequential or indirect damages, are in no way recoverable. Damages related to (the malfunctioning of) front forks of bicycles, are in no way recoverable.
12.4 Claims related to damage to or loss of property or injury to a person is only recoverable to an amount not exceeding the net invoice value of the Product or Service.
12.5 Other damages than mentioned in 12.3 and 12.4 will be reimbursed up to 50% of the net invoice value (being the gross invoice value minus the VAT and other government levies) of the supplied Products or Services, to which the Damages apply.
12.6 The fees listed under 12.4 and 12.5 apply to all claims combined, resulting from damages concerning a particular supplied Product or Service.
12.7 Notwithstanding the foregoing provisions of this article, only damages suffered within six months after delivery of the relevant Products and / or termination of the Service are recoverable, providing that Seller is notified in writing within the time limit of fourteen calendar days after discovery.
12.8 Under penalty of complete deprivation of the right to compensation, Buyer will offer full cooperation in Seller’s investigation into the causes, nature and extent of the damage for which compensation is claimed.
12.9 Legal proceedings in respect of damage expire within six months after discovery of damage. Settlement by means not recognized by Seller or not irrevocably determined legal claims are not allowed.
12.10 Buyer shall indemnify Seller against any claims whatsoever by third parties who claim damages suffered by a Product and / or Service that Seller has delivered to Buyer.
Article 13. Applicable right
Only Dutch law is applicable on all transactions.