version September 2023

General terms and conditions of Nijland Cycling B.V. established in (8111 CM) Heeten, Telgenweg 12. Nijland Cycling B.V. is registered with number 38020120.

Disclaimer: the present terms and conditions concern a translation of the Dutch general terms and conditions. In case of conflict, the Dutch terms and conditions shall prevail at all times. 

Definitions:

  1. Nijland Cycling: the company Nijland Cycling; Contractor; and the party from which the Other Party purchases the service or product and thus also the user of these General Terms and Conditions. Nijland Cycling acts, under circumstances, under the trade name Cargo Cycling. In such cases, these General Terms and Conditions shall expressly apply.
  2. (Other) party (c.q. Buyer): a natural person or legal entity; and purchases services and/or activities and/or products from Nijland Cycling or places an order with Nijland Cycling; Client.
  3. Offer: any offer by Nijland Cycling both in the form of a written quotation and in any other agreed form;
  4. Agreement: the agreement or agreements, both verbal and written, regarding what service or product, Nijland Cycling will perform for what consideration and under what conditions. In other words, the agreement between Nijland Cycling and the other party.
  5. Offer: the offer or quotation by Nijland Cycling to a natural or legal person with whom it is intended to enter into an agreement. This may be done in writing or verbally;
  6. General Conditions: the present General Conditions within the meaning of article 6:231 of the Dutch Civil Code.
  7. Parties: the other party and Nijland Cycling together.

Article 1: Applicability

  1. These Terms and Conditions shall apply to all (legal) relationships between Nijland Cycling and the Other Party, and to all Quotations, Offers and Agreements and the resulting deliveries of services and/or products or other legal acts between Nijland Cycling and the Other Party.
  2. The applicability of general terms and conditions used by the Other Party is hereby expressly rejected, unless the Parties agree otherwise.
  3. Clauses which are contrary to the provisions contained in these General Terms and Conditions shall only apply if they have been agreed in writing with Nijland Cycling and accepted as such by Nijland Cycling. The agreed deviations from these Terms and Conditions shall only apply to the Agreement in question and the Other Party cannot derive any rights from the agreed deviations for future Agreements.
  4. If any provision of the terms and conditions is declared invalid or annulled, the remaining terms and conditions shall remain in full force and effect. In that case, the parties will agree on a new provision, which will be as close as possible to the purport of the cancelled provision.
  5. Nijland Cycling shall be entitled to unilaterally amend these General Terms and Conditions.
  6. Situations not covered by these General Terms and Conditions are to be assessed ‘according to the intention’ of these General Terms and Conditions.


Article 2: Quotation, offers and (formation of) the agreement

  1. All offers, quotations and/or other quotations, are – unless expressly agreed otherwise – entirely without obligation and may be cancelled by Nijland Cycling at any time, unless otherwise indicated by Nijland Cycling in the quotation.
  2. Prices never apply automatically to future offers.
  3. The Agreement is established by acceptance of the offer by the Other Party.
  4. The written order confirmation shall be deemed correct and approved, unless objections are received in writing from the Other Party within 8 days of its dispatch by Nijland Cycling.
  5. A composite quotation does not oblige Nijland Cycling to deliver part of the products or perform part of the service at a corresponding part of the quoted price.
  6. If the offer (of Nijland Cycling) is based on data provided by the Other Party and these data prove to be partly or completely incorrect or incomplete, or changes are made afterwards, Nijland Cycling has the right to adjust the prices or delivery terms stated in the offer.
  7. Nijland Cycling can never be held to an offer (or agreement) if the Other Party should have reasonably understood that the offer contained a mistake or writing error.


Article 3: Execution of the agreement

  1. Nijland Cycling shall perform the Agreement, which must be seen as an obligation of effort, to the best of its knowledge and ability, in accordance with the requirements of good professional practice.
  2. The Other Party is obliged to provide Nijland Cycling with all information required by Nijland Cycling for the performance of the services and delivery of products which is desirable or required or which the Other Party knows, or should know, is required by Nijland Cycling for the proper and timely performance of the agreed work.
  3. If any items and data required for the performance of the Agreement are not provided to Nijland Cycling in a timely manner and/or if the items required for the performance of the Agreement do not function or do not function properly, Nijland Cycling shall have the right not to commence the performance of the Agreement, or to suspend the performance of the Agreement and/or to charge the Other Party for the extra costs (additional costs) resulting from the delay.
  4. If Nijland Cycling requires a deposit from the Other Party and this has not yet been received by Nijland Cycling, Nijland Cycling reserves the right to suspend performance of the Agreement until such time as the required deposit is received by Nijland Cycling.
  5. Nijland Cycling shall be free to engage, in whole or in part, third parties for the performance of the Agreement.


Article 4: Amendments/Changes to the agreement

  1. If, after the agreement has been entered into, changes in the implementation thereof are still required, these must be notified to Nijland Cycling in writing and in time. If said changes are communicated verbally or by phone, the risk of correct implementation will be for the account of the Other Party.
  2. Nijland Cycling reserves the right, based on changes in the agreement, to make any change in price.
  3. In the event of amendments to an agreement already concluded, Nijland Cycling shall be entitled to extend the delivery time without the other party’s consent.


Article 5: Delivery

  1. Unless otherwise agreed, the purchased, processed, tested, delivered product is at the Other Party’s risk from the conclusion of the (purchase)agreement. Unless otherwise agreed, delivery shall be made to the home/company or forwarded address of the Other Party.
  2. An agreed delivery date is never a deadline, but only a target date. In the event of late delivery, the Other Party must always offer Nijland Cycling in writing an opportunity to deliver as yet.
  3. Nijland Cycling is entitled to deliver sold, processed, tested products in parts. If the products are delivered in parts, Nijland Cycling has the right to invoice each part separately.
  4. The Other Party is responsible for ensuring that the (delivery) address as referred to in article 5.1 is correct. If the Other Party fails to do so, any costs of additional work shall be for its account.

Article 6: Product guarantee

  1. Nijland Cycling guarantees that the items delivered by it meet the usual requirements and standards which can reasonably be set at the time of delivery and for which they are intended in normal use.
  2. No warranty on parts or attachments procured from third parties shall be given by Nijland Cycling for longer than such third party supplier gives Nijland Cycling, with a maximum of 24 months.
  3. In the event of a breach of the mentioned warranty, Nijland Cycling’s liability shall be limited to repairing or replacing the delivered item free of charge or refunding the price charged for it, at Nijland Cycling’s discretion.
  4. The claim to warranty lapses if the breach of warranty has its cause in any wear and tear or consumption parts of the delivered good. The claim to warranty also lapses if the breach of warranty is the result of incorrect handling by the Other Party and/or third parties engaged by it. Improper handling is understood to mean, among other things: inexpert use, careless installation, careless maintenance and/or if the delivered good has been stored carelessly and/or the user instructions of the manufacturer have not been followed. The claim to guarantee shall furthermore lapse if the Other Party and/or third parties engaged by it carry out work and/or make changes to the delivered good. Finally, the claim to guarantee lapses if the Other Party is in default of payment or otherwise fails to fulfil its obligation(s) under the agreement.
  5. In accordance with the provisions of the previous paragraph, the Other Party is responsible for proper maintenance of the delivered goods. If the Other Party has any doubt about the manner of maintenance, the Other Party must contact Nijland Cycling.
  6. In the event of a valid warranty claim, the Other Party shall not be entitled to suspend one or more of the Other Party’s obligations under the agreement.


Article 7: Lack of a product | deadline to complain

  1. The Other Party must inspect (or have inspected) the purchased, processed or tested goods upon delivery – or as soon as possible thereafter – or carry out this inspection himself. Hereby the Other Party must check whether the delivered goods meet the requirements of the agreement:
    1. Whether the right items have been delivered;
    1. Whether in terms of quantity (e.g. number and quantity) the delivered products correspond to what was agreed.
  2. If visible defects or shortages are found, the Other Party must report these to Nijland Cycling in writing within 14 days of delivery.
  3. Without prejudice to Article 6, the Other Party must report non-visible defects to Nijland Cycling in writing within 14 days of discovery.
  4. In the event of a visible or non-visible defect, the Other Party shall not be entitled to suspend one or more of the Other Party’s obligations under the contract.
  5. If a term mentioned above is exceeded, any claim of the Other Party towards Nijland Cycling regarding non-conformity shall lapse.


Article 8: Intellectual property

  1. Nijland Cycling’s intellectual property rights in all that Nijland Cycling provides to the Other Party in the performance of the agreement between Nijland Cycling and the Other Party, including in any event drawings, images, calculations, processes, models shall remain vested in Nijland Cycling and may only be used by the Other Party for the performance of the agreement between Nijland Cycling and the Other Party.
  2. If intellectual property rights arise in the performance of the agreement between Nijland Cycling and the Other Party, the intellectual property rights, including copyright, shall belong to Nijland Cycling. To the extent the intellectual property rights become vested in the Other Party by virtue of the law, the Other Party shall transfer these intellectual property rights to Nijland Cycling in advance and, if necessary, the Other Party shall cooperate in this transfer and furthermore grants in advance an irrevocable power of attorney allowing Nijland Cycling to do all that is necessary for the intellectual property rights to become vested in Nijland Cycling. To the extent permitted by law, the Other Party waives any personality rights which remain vested in the Other Party, or the Other Party undertakes not to exercise such personality rights in the course of trade.
  3. If Nijland Cycling grants the Other Party a right of use, it shall always be on the basis of a non-exclusive and non-transferable licence, which is limited to the agreed use. In the absence of a prior agreed duration of use, the right of use of the intellectual property rights of the Other Party shall in any event be limited to the duration of the agreement between Nijland Cycling and the Other Party, or for the duration in which the Other Party purchases products from Nijland Cycling. Any licence granted by Nijland Cycling may be terminated at any time with immediate effect, without Nijland Cycling being liable to pay any form of compensation to the Other Party.


Article 9: (Reservation) of property

  1. Products delivered by Nijland Cycling shall remain the property of Nijland Cycling until the other party has fulfilled all the following obligations under all (purchase) agreements entered into with Nijland Cycling:
    1. the consideration(s) in respect of item(s) delivered or to be delivered itself,
    1. the consideration(s) with regard to services performed or to be,
    1. any claims for non-performance by the other party of (a) (purchase) agreement(s).
  2. The other party is not authorised to pledge the delivered goods that are subject to retention of title pursuant to paragraph 1 or to establish any other right to them.
  3. If the other party fails to fulfil its payment obligations to Nijland Cycling or Nijland Cycling has good reason to fear that it will fail to fulfil those obligations, Nijland Cycling shall be entitled, at its sole discretion and without any liability to the other party, to take back the items delivered under retention of title. The other party grants Nijland Cycling and its employees permission in advance to enter the other party’s premises to take back the items. This is without prejudice to Nijland Cycling’s right to compensation for damage, lost profit and interest and the right to dissolve the agreement without further notice, by written notice.
  4. If third parties wish to establish or assert any right to the items delivered under retention of title, the Other Party shall be obliged to inform Nijland Cycling as soon as can reasonably be expected to.


Article 10: Payment

  1. Unless stated otherwise, our prices are exclusive of VAT (tax) and transport costs and other levies imposed by the government and other costs and expenses.
  2. If Nijland Cycling agrees with the Other Party on a certain price, Nijland Cycling is nevertheless entitled to increase the price in case of changes in materials, wages, premiums of whatever nature, taxes and/or other factors, which determine the price of the purchased goods, necessary for the implementation of the agreement.
  3. Nijland Cycling may charge the price valid at delivery according to its price list valid at that time. If the price increase is more than 10%, the Other Party shall have the right to dissolve the agreement.
  4. Payment must be made within 14 days of the invoice date. This payment term is a strict deadline. The Other Party shall owe interest equal to the statutory commercial interest from the moment of default on the amount due.
  5. Payment shall be made without discount or set-off. The other party shall not be entitled to claim suspension.
  6. Payments made by the Other Party always serve firstly to settle all interest due, secondly to settle costs, and thirdly to settle due invoices that have been outstanding the longest, even if the Other Party states that the payment relates to a later invoice.


Article 11: Legal responsibility

  1. Nijland Cycling expressly excludes any liability and/or strict liability for direct damage, indirect damage, consequential damage, trading loss, loss of profit, missed savings, reduced goodwill, damage due to business stagnation, mutilation or loss of data, damage to crops and all other forms of direct and/or indirect damage caused by Nijland Cycling, its employees, its hired helpers and/or its business, unless the damage is the result of intent or (legal) recklessness.
  2. Should the exclusion of liability in the previous paragraph not hold, the compensation shall be limited to once the invoice amount (excluding VAT) for the work from which the liability arises, or at least in connection with which the liability arose.
  3. Compensation for damages shall in any event be limited to the amount paid out under Nijland Cycling’s liability insurance policy in the relevant case, to be increased by the amount of the deductible which under the applicable insurance agreement in the relevant case shall be for Nijland Cycling’s account.
  4. The other party shall on first request fully indemnify Nijland Cycling against all third party claims against Nijland Cycling in respect of any fact for which liability is excluded in these Terms and Conditions.
  5. The other party can never make a – successful – claim on warranty or hold Nijland Cycling liable if one of the following situations applies:
  6. The other party has used the delivered item inexpertly or used it contrary to its intended use;
  7. The other party has used the item in violation of delivered advice and/or instructions;
  8. The other party has failed to maintain the delivered item;
  9. The other party has provided incorrect or incomplete information;
  10. The Other Party has independently made adjustments to the delivered item, without Nijland Cycling’s express consent.

Article 12: Events of force majeure

  1. Force majeure shall mean circumstances which prevent fulfilment of the commitment and cannot be attributed to Nijland Cycling. These will include (if and to the extent such circumstances make performance impossible or unreasonably difficult): (i) failure of suppliers of Nijland Cycling to deliver on time, (ii) defectiveness of goods, equipment, software or materials of third parties which Nijland Cycling uses, (iii) governmental measures, (iv) electricity failure, (v) war, (vi) occupation, (vii) labour strike, (viii) general transport problems, (ix) an outbreak of disease and (x) the unavailability of one or more staff members of Nijland Cycling for any reason.
  2. Nijland Cycling shall also have the right to invoke force majeure if the circumstance preventing (further) fulfilment occurs after Nijland Cycling should have fulfilled its commitment.
  3. During force majeure, the delivery and other obligations of Nijland Cycling shall be suspended. Only if the period in which fulfilment of the obligations by Nijland Cycling is no longer possible due to force majeure lasts longer than 2 months, both parties shall be entitled to dissolve the agreement, without any obligation for compensation in that case.
  4. If at the start of the force majeure Nijland Cycling has already partly fulfilled its obligations, or can only partly fulfil its obligations, it shall be entitled to invoice the already delivered or deliverable part separately and the Other Party shall be obliged to pay this invoice as if it were a separate contract. However, this does not apply if the part already delivered or the deliverable part has no independent value.

Article 13: Moment of transition of risk

  1. The risk of loss, damage and/or depreciation of an item shall at all times pass to the Other Party from the moment the item – by means of, for example, a delivery – is brought under the Other Party’s control.

Article 14: Right of withdrawal

  1. For cases involving a distance purchase, consumers’ right of withdrawal is expressly excluded for the following cases:
  2. All items manufactured according to the specifications of the Other Party, which are not prefabricated and which are manufactured on the basis of an individual choice or decision of the Other Party, or which are clearly intended for a specific person.
  3. During any legal reflection period, the Other Party is obliged to handle the delivered item with care.

Article 15: Dissolution (terminations of agreement)

  1. If at any time Nijland Cycling fails in the fulfilment of its obligations, the Other Party shall at all times be obliged to grant Nijland Cycling a reasonable period of time to still perform.
  2. Without Nijland Cycling being legally in default (Dutch law), the Other Party may never dissolve the agreement.


Article 16: Dispute resolution and applicable law

  1. These General Terms and Conditions, offers, agreements and/or other legal acts are governed by Dutch law.
  2. All disputes arising from or relating to a legal relationship between Nijland Cycling and the Other Party to which these Terms and Conditions apply shall be settled exclusively by the competent court of the district of Zwolle.