General terms and conditions

Article 1 Applicability

1. These conditions apply to all our offers and transactions.
2. Other conditions do not apply unless we have expressly agreed to their applicability in writing.
3. Provisions of these conditions do not apply if it should appear that they conflict or come into conflict with any legal provisions of current or future law. If a provision would be void on this ground under certain circumstances, the most favourable arrangement for us shall apply, and all other provisions shall remain fully in force.

Article 2 Offers, formation of agreement

1. Our offers are without obligation. If a term is set in the offer, this term only serves to bind the buyer. We can revoke our offer within 2 days after receipt of the acceptance.
2. Subject to the possibility of revocation given in the previous paragraph, an agreement is formed at the moment we have received a timely, written, and fully conforming acceptance of the offer from the buyer.
3. An agreement is also formed by our delivery of the goods in accordance with the accompanying delivery note/invoice.
4. The content of brochures, printed matter, etc., does not bind us, unless expressly referred to in the agreement.

Article 3 Prices

1. We have the right to pass on reasonable cost increases. We will inform the buyer in writing of this passing on of costs.
2. Unless expressly agreed otherwise, our prices apply ex-warehouse at the time of delivery, and all transport costs, insurance costs, VAT, and other taxes and other costs due shall be borne by the buyer.

Article 4 Place and Time of Delivery

1. For all transactions and under all circumstances, even with free delivery, our warehouse is considered the place of delivery. The date of delivery is the date on which the shipment takes place, except for collected goods, for which the date of the delivery note applies as such.
2. The risk of the delivered item is always for the buyer after delivery.
3. We are entitled to deliver an order in its entirety, or successively in parts, and in the latter case, to invoice each partial delivery separately to the buyer and to demand payment thereof. In the event that the buyer defaults on payment of a partial delivery, we are entitled to consider the agreement, insofar as it has not yet been executed by us, as cancelled without judicial intervention and without any notice of default to the buyer, while retaining our right to compensation for damages.
4. Delivery times are estimated. In case of late delivery, the buyer must give us written notice of default and grant us a reasonable period to still fulfil our delivery obligation, without the buyer and/or third parties being able to claim any compensation for damages against us. This paragraph does not apply if there is a permanent or temporary shortcoming not attributable to us, as referred to in Article 10.
5. If the goods have not been taken by the buyer after the expiry of the delivery period, they will be stored at his expense and risk.

Article 5 Retention of title and non-possessory pledge

1. All goods delivered by us, regardless of their location, remain our property until the buyer has paid the purchase price, possibly increased by interest and costs, and our other claims in connection with his failure to fulfil the agreement.
2. As long as he has not paid the above claim, the buyer is not entitled to establish a right of pledge or a non-possessory pledge on the goods delivered by us and undertakes, towards third parties who wish to establish such a right thereon, to declare at our first request that he is not authorised to establish a right of pledge or a non-possessory pledge.
3. When the buyer forms a new item from goods delivered by us, on which a retention of title rests, he acts on our behalf in that formation and holds the item for us. He only becomes the owner at the moment the retention of title lapses because all our claims have been paid.
4. Insofar as we have other claims against the buyer than those referred to in paragraph 1 and we have delivered goods to the buyer on which no retention of title rests, the buyer establishes a non-possessory pledge on these goods in our favour as security for the fulfilment of his obligations, and we accept this non-possessory pledge. The buyer will sign a deed for the establishment of the pledge at our first request. He will guarantee that he is authorised to pledge the goods and that, apart from our rights, no pledge and/or limited rights rest on the goods.
5. The buyer has the right to resell or process all goods subject to the retention of title/non-possessory pledge in the normal course of his business.
6. If the buyer resells the item, we can oblige him to establish a silent pledge in our favour on his claim against the buyer arising from the sale.
7. The buyer will treat the goods referred to in this article as a good householder. He will insure the goods against all calamities based on the invoice value. At our first request, insofar as it has not already arisen by operation of law, the buyer will establish a silent pledge in our favour on his claims in this regard against the insurers. The buyer is not permitted to establish a silent pledge in favour of third parties on his claims against the insured.
8. If third parties assert rights to goods on which a retention of title rests pursuant to this article, the buyer is obliged to inform us in writing of these claims within 48 hours after the moment this claim is made, failing which the buyer owes a penalty equal to 10% of the still unpaid invoice amount of all combined still unpaid deliveries.
9. We are entitled, without any notice of default, to take back our goods if full payment has not been made on the due date, and the buyer authorises us, if necessary, through this agreement, to enter the space where these goods are stored.

Article 6 Security

We have the right at all times to demand security from the buyer for the fulfilment of his obligations. If the buyer refuses or fails to provide security within the period set by us, we have the right to dissolve the agreement by written declaration. Insofar as we had already delivered goods to the buyer, he is obliged to return them to us within 5 working days after the declaration. Furthermore, he is obliged to compensate us for all damages we suffer due to his refusal or failure.

Article 7 Payment

1. Payment must be made, unless expressly deviated from by us in writing, no later than 14 days after the invoice date.
2. Payments must be made free of charge without any discount or set-off, unless the buyer wishes to set off liquid claims he has against us by virtue of a right accruing to him under the law and has informed us of this in writing within 7 days of our invoice date.
3. Valid payments can only be made by transfer to our bank account, our accounts with payment providers, or in cash.
4. Payments shall always first serve to settle due costs, then to settle interest, and subsequently to settle due invoices in the order of their age, even if the buyer indicates that his payment relates to other invoices and/or debts.
5. If the buyer does not pay on time, he is in default without notice of default being required, and we are entitled to charge the buyer compensation for loss of interest, equal to the statutory interest, however with a minimum of 10% per year if the statutory interest is lower than 10%, whereby interest over a part of the month is calculated as a full month.
6. We are furthermore entitled to claim from the buyer, in addition to the principal sum and interest, 5% administration costs on the amount of the claim, as well as all extrajudicial costs caused by the non- (timely) payment. Extrajudicial costs are due by the buyer, in any case when we have engaged the help of a third party for collection. They shall be calculated in accordance with the collection tariff of the Dutch Bar Association. The mere fact that we have engaged the help of third parties demonstrates the amount of and the obligation to pay the extrajudicial costs.
7. In case of non- (timely) payment, as well as in a situation of suspension of payment, bankruptcy, or liquidation of the buyer's company, the buyer is obliged, upon first request, to make available to us the paid and unpaid goods still in his possession, delivered by us. The total amount owed by the buyer, increased by interest and the costs mentioned in this article, becomes immediately due and payable if one of the cases occurring in this article arises, while we are released from any obligation towards the buyer and the latter becomes liable for damages towards us.
8. Deliveries abroad only after advance payment.

Article 8 Warranty

1. After delivery, we guarantee the soundness of the goods delivered by us and the materials used for them during the manufacturer's warranty period, provided that the goods are used in a normal careful manner in accordance with our instructions and for the purpose for which they were manufactured.
2. For DIY parts, warranty is only given if there is proven expertise.
3. Our warranty obligation is limited to product improvement or replacement and consists of the same warranty as for the original delivery or effort, and that until the expiry of the original applicable manufacturer's warranty period.

Article 9 Complaints

1. Complaints regarding quantities of visible and easily ascertainable invisible defects must be submitted to us in writing within 8 days after delivery of the item.
2. Complaints regarding invisible defects that are not easily ascertainable must be submitted to us in writing within 8 days after discovery of the defect and in any case within the manufacturer's warranty period.
3. The buyer loses all rights and powers available to him due to defectiveness if he has not complained within the warranty period mentioned above and/or he has not given us the opportunity to remedy the defects.
4. In the event of a justified complaint proven by the buyer, we can, at our discretion, replace the articles or parts thereof to which the complaint relates, or compensate the buyer. Other claims, in particular for damages, are excluded.
5. Goods can only be returned to us if we have agreed to this in writing and to the method of shipment. The goods must be sent carriage paid and remain at the buyer's risk.
6. Complaints can never suspend the buyer's payment obligations.
7. Complaints about invoices must be submitted in writing within 8 days of receipt of the invoice.

Article 10 Non-attributable shortcoming

1. If we cannot fulfil our obligations due to a permanent shortcoming not attributable to us, we have the right to dissolve the agreement in whole or in part by written declaration within a reasonable period, without being obliged to pay any compensation for damages - or compensation for any benefit enjoyed - to the buyer.
2. Non-attributable shortcoming in paragraph 1 includes: business disruption, lack of raw materials and auxiliary materials, fire, strike, lockouts, sabotage, riots, mobilisation, war, threat of war, state of war, state of siege, traffic obstructions, flood, ice drift, and other delays of means of transport, government measures, without us being obliged to demonstrate their influence on the hindrance or delay. This non-attributable shortcoming also applies if we order the sold goods from third parties and they fail to deliver for whatever reason.
3. In case of non-attributable shortcoming, we are entitled to suspend the execution for a maximum of 3 months, without being obliged to pay any compensation for damages or benefits to the buyer.

Article 11 Dissolution

In all cases where we dissolve an agreement with the buyer by written declaration, he is obliged to compensate us for all damages, costs, and loss of profit and to return goods already delivered by us to us. The goods remain at the buyer's risk until we have received and approved them. The obligation to compensate for damages and loss of profit does not apply if we have dissolved the agreement on the basis of the provisions in Article 10 due to a permanent shortcoming not attributable to us.

Article 12 Disputes

All disputes shall be heard by the absolutely competent Court of our place of establishment, unless another Sub-district Court is competent pursuant to the provisions of Article 100 of the Code of Civil Procedure.

Article 13 Applicable law

Dutch law applies to all agreements.

Article 14 Amendment

We are entitled to amend these General Terms and Conditions. The amended version will come into effect on the date indicated in the amendment decision. We will inform buyers known to us at the time of the amendment in writing of the amendment.

Van de Ven Onderdelen Verkoop en Reparatie

Helenaveenseweg 18
5975 MS SEVENUM
Netherlands
Telephone no.:+31 77 4673576
E mail: [email protected]

ING Bank IBAN: NL 12 INGB0658998307

Chamber of Commerce: 12028058
VAT no. NL001503723B06

All prices include 21% VAT and exclude shipping costs