DU General terms and conditions
General terms and conditions De Koff B.V.
The private limited liability company De Koff B.V. is registered with the Chamber of Commerce under number 31034646 and has its registered office at Haarbos 16 (3953 HA) in Maarsbergen.
Article 1 Concepts
1. In these general terms and conditions, the following terms are used in the following sense, unless explicitly stated otherwise:
2. Offer: Any written offer to the Buyer for the delivery of Products by the Seller to which these terms and conditions are inextricably linked.
3. De Koff B.V.: The supplier of Products to the Buyer.
4. Buyer: a natural person or legal entity in the exercise of a profession or business who enters into an Agreement (at a distance) with the Seller.
5. Agreement: The (distance) purchase agreement that covers the sale and delivery of Products purchased by the Buyer from De Koff B.V..
6. Products: The Products offered by De Koff B.V. are car parts and accessories in the broadest sense of the word.
Article 2 Applicability
1. These general terms and conditions apply to every Offer made by De Koff B.V. and every Agreement between De Koff B.V. and a Buyer and to every Product offered by De Koff B.V..
2. Before an Agreement is concluded (at a distance), the Buyer will be provided with these General Terms and Conditions. If this is not reasonably possible, De Koff B.V. will indicate to the Buyer how the Buyer can view the general terms and conditions, which are in any case published on the website of De Koff B.V., so that the Buyer can easily save these general terms and conditions on a durable data carrier.
3. In exceptional situations, De Koff B.V. may deviate from these general terms and conditions if this has been explicitly agreed with De Koff B.V. in writing.
4. These general terms and conditions also apply to supplementary, amended and follow-up agreements with the Buyer. Any general and/or purchasing terms and conditions of the Buyer are expressly rejected.
5. In the event that one or more provisions of these general terms and conditions are wholly or partially null and void or are annulled, the other provisions of these general terms and conditions will remain in force and the null and void/nullified provision(s) will be replaced by a provision with the same purport as the original provision.
6. Uncertainties about the content, interpretation or situations not regulated in these general terms and conditions must be assessed and explained in the spirit of these general terms and conditions.
7. If in these general terms and conditions reference is made to him/her, this should also be understood as a reference to him/her, if and insofar as applicable.
Article 3 The Offer
1. All offers made by De Koff B.V. are without obligation, unless explicitly stated otherwise in writing. If the Offer is limited or valid under specific conditions, this will be explicitly stated in the Offer. An Offer will only be considered an Offer if it has been laid down in writing.
2. The Offer made by De Koff B.V. is without obligation. De Koff B.V. is only bound by the Offer if the Buyer confirms its acceptance thereof in writing within 30 days, or if the Buyer has already paid the amount owed. Nevertheless, De Koff B.V. has the right to refuse an Agreement with a potential Buyer for a reason that is well-founded for De Koff B.V..
3. The Offer contains an accurate description of the Product offered with the corresponding prices. The description is so detailed that the Buyer is able to make a proper assessment of the Offer. Obvious mistakes or errors in the Offer cannot bind De Koff B.V.. Any images and specific data in the Offer are only an indication and cannot be a ground for any damages or the dissolution of the Agreement (remotely). De Koff B.V. cannot guarantee that the colours in the image correspond exactly with the real colours of the Product.
4. Delivery times and periods stated in De Koff B.V.'s Offer are indicative and, if exceeded, shall not entitle the Buyer to dissolution or damages, unless expressly agreed otherwise.
5. A composite quotation does not oblige De Koff B.V. to deliver any part of the goods included in the Offer or Offer for a part of the price stated.
6. If and insofar as there is an offer, this does not automatically apply to repeat orders. Offers shall only be valid until stocks last, and according to the 'on-is-op-principle'.
Article 4 Realization of the Agreement
1. The Agreement is concluded when the Buyer has accepted an Offer from De Koff B.V. by ordering the relevant Product via e-mail and/or website and De Koff B.V. confirms this order in writing to the customer.
2. An Offer can be made by De Koff B.V. via the website.
3. If the Buyer has accepted the Offer by concluding an Agreement with De Koff B.V., De Koff B.V. will confirm the Agreement with the Buyer in writing, or at least by e-mail.
4. If the acceptance deviates (on minor points) from the Offer, De Koff B.V. will not be bound by it.
5. De Koff B.V. is not bound by an Offer if the Buyer could reasonably have expected or should have expected or should have understood that the Offer contains an obvious mistake or error. The Buyer cannot derive any rights from this mistake or error.
6. The right of withdrawal is excluded for the Buyer.
Article 5 Execution of the Agreement
1. De Koff B.V. will execute the Agreement to the best of its knowledge and ability.
2. If and insofar as required for the proper performance of the Agreement, De Koff B.V. shall be entitled to have certain work performed by third parties at its own discretion.
3. The Buyer shall ensure that all information which De Koff B.V. indicates is necessary or which the Buyer should reasonably understand is necessary for the execution of the Agreement, is provided to De Koff B.V. in a timely manner. If De Koff B.V. is not provided in a timely manner with the information required for the performance of the Agreement, De Koff B.V. will be entitled to suspend the performance of the Agreement.
4. In the performance of the Agreement De Koff B.V. will not be obliged or obliged to follow the Buyer's instructions if this changes the content or scope of the Agreement. If the instructions result in additional work for De Koff B.V., the Buyer will be obliged to reimburse the additional or additional costs accordingly.
5. Prior to performing the Agreement De Koff B.V. may require security from the Buyer or full payment in advance.
6. De Koff B.V. is not liable for any damage, of whatever nature, caused by De Koff B.V. relying on incorrect and/or incomplete information provided by the Buyer, unless De Koff B.V. was aware of such incorrectness or incompleteness.
7. The Buyer indemnifies De Koff B.V. against any claims of third parties who suffer damages in connection with the execution of the Agreement and which are attributable to the Buyer.
Article 6 Delivery
1. The place of delivery shall be the address which the Buyer has given to De Koff B.V..
2. If the commencement, progress or delivery of the Agreement is delayed because, for example, the Buyer has not provided all requested information or has not provided all requested information in a timely manner, does not cooperate sufficiently, or if any delay occurs due to other circumstances beyond De Koff B.V.'s control, De Koff B.V. is entitled to a reasonable extension of the delivery period. All agreed delivery or completion dates shall never be strict deadlines. The Buyer must give De Koff B.V. written notice of default and allow De Koff B.V. a reasonable period of time to still be able to (re)deliver. As a result of the delay caused, the Buyer shall not be entitled to any compensation.
3. The Buyer is obliged to take delivery of the goods at the time at which they are made available to it in accordance with the Agreement, even if they are offered to it earlier or later than agreed.
4. If the Buyer refuses to take delivery or fails to provide information or instructions necessary for delivery, De Koff B.V. will be entitled to store the goods at the Buyer's expense and risk.
5. If the Products are delivered by De Koff B.V. or an external carrier, De Koff B.V. is entitled to charge any delivery costs, unless agreed otherwise in writing. These will then be invoiced separately, unless expressly agreed otherwise.
6. If De Koff B.V. requires information from the Buyer in connection with the execution of the Agreement, the delivery period will only commence after the Buyer has provided De Koff B.V. with all information necessary for the execution of the Agreement.
7. If De Koff B.V. has specified a delivery time, this is indicative. Longer delivery periods apply to deliveries outside the Netherlands.
8. De Koff B.V. is entitled to deliver the goods in parts, unless this has been deviated from by Agreement or the partial delivery does not have any independent value. De Koff B.V. is entitled to invoice the goods thus delivered separately.
9. Deliveries will only be made if all invoices have been paid unless expressly agreed otherwise. De Koff B.V. reserves the right to refuse delivery if there is a well-founded fear of non-payment.
Article 7 Packaging and transport
1. De Koff B.V. undertakes vis-à-vis the Buyer to package the goods to be delivered properly and to secure them in such a way that they will reach their destination in good condition under normal use.
2. Unless otherwise agreed in writing, all deliveries shall be made inclusive of turnover tax (VAT), including packaging and packaging materials.
3. Acceptance of goods without any comments on the consignment note or the receipt shall serve as proof that the packaging was in good condition at the time of delivery.
Article 8 Examination, complaints
1. The Purchaser shall be obliged to examine the Product delivered at the time of delivery or delivery, but in any event within 24 hours of receipt of the Product, or have it examined, but only to unpack or use it to the extent necessary to assess whether it retains the Product. In doing so, the Buyer shall examine whether the quality and quantity of the Products delivered are in accordance with the Agreement and meet the requirements applicable to them in normal (commercial) traffic.
2. Any visible defects or shortages must be reported in writing to De Koff B.V. after delivery on email@example.com.
3. In the event of damage to the Product due to careless handling by the Buyer itself, the Buyer is liable for any reduction in value of the Product.
4. The Buyer is obliged to examine and inform himself/herself how the Product should be used and in the event of personal use, to test the Product in accordance with the instructions for use. De Koff B.V. does not accept any liability for the incorrect use of the Product by the Buyer.
5. In the event of a timely complaint pursuant to the previous paragraph, the Buyer shall remain obliged to pay for the purchased goods. If the Buyer wishes to return defective goods, this will only take place with the prior written consent of De Koff B.V. in the manner indicated by De Koff B.V..
6. De Koff B.V. is entitled to start an investigation into the authenticity and condition of the returned Products before a refund will be made.
7. Refunds to the Buyer will be processed as soon as possible, but payment may take no longer than 30 days after receipt of the return. Refunds will be made to the account number previously provided.
8. If the Buyer exercises its right of complaint, it has no right to suspend its payment obligation or to set off any outstanding invoices.
9. In the absence of full delivery and/or if one or more Products are missing, and this is attributable to De Koff B.V., De Koff B.V. will, following a request to that effect from the Buyer, either pursue the missing Product(s) or cancel the remaining order. The confirmation of receipt of the Products shall be leading in this respect. Any damage suffered by the Buyer as a result of the (deviating) scope of the delivery cannot be recovered from De Koff B.V..
Article 9 Prices
1. During the period of validity of the Offer, the prices of the Products offered will not be increased, except in the event of changes in VAT rates.
2. The prices mentioned in the Offer are exclusive of VAT, unless expressly stated otherwise.
3. The prices mentioned in the Offer are based on the cost factors applicable at the time of the conclusion of the Agreement such as: import and export duties, freight and unloading costs, insurance and any levies and taxes.
4. In the case of Products or raw materials of which there are price fluctuations on the financial market and on which De Koff B.V. has no influence, De Koff B.V. may offer these Products at variable prices. The Offer will state that the prices are target prices and may fluctuate.
Article 10 Payment and collection policy
1. Payment should preferably be made in advance in the currency in which the invoice is made using the method indicated.
2. The Buyer cannot derive any rights or expectations from an estimate issued in advance, unless the parties have expressly agreed otherwise.
3. The buyer must make a lump-sum payment to the account number and details of De Koff B.V. that have been made known to it. The parties may only agree on a different payment term with De Koff B.V.'s explicit and written consent.
4. If a periodic payment obligation of the Buyer has been agreed, De Koff B.V. is entitled to adjust the applicable prices and rates in writing with due observance of a period of 3 months.
5. In the event of liquidation, bankruptcy, attachment or suspension of payment of the Buyer, De Koff B.V.'s claims against the Buyer shall become immediately due and payable.
6. De Koff B.V. has the right to have the payments made by the Buyer go first of all to reduce the costs, then to reduce the interest that has fallen due and finally to reduce the principal sum and the accrued interest. De Koff B.V. may, without being in default as a result, refuse an offer of payment if the Buyer designates a different sequence of attribution. De Koff B.V. may refuse full repayment of the principal sum, if the outstanding and accrued interest as well as the costs are not also paid.
7. If the Buyer fails to comply with its payment obligation and has not fulfilled its obligation within the 30-day payment term set for that purpose, the Buyer shall be in default, being a Company.
8. From the date that the Buyer is in default De Koff B.V. shall, without further notice of default being required, be entitled to statutory (commercial) interest from the first day of default until full payment and compensation of the extrajudicial costs in accordance with Section 6:96 of Book 6 of the Dutch Civil Code, to be calculated in accordance with the graduated scale from the decree on compensation for extrajudicial collection costs of 1 July 2012.
9. If De Koff B.V. has incurred more or higher costs that are reasonably necessary, these costs will be eligible for compensation. Judicial and enforcement costs incurred shall also be borne by the Buyer.
Article 11 Retention of title
1. All goods delivered by De Koff B.V. will remain the property of De Koff B.V. until the Buyer has fulfilled all of the following obligations under all Agreements concluded with De Koff B.V..
2. The Buyer is not authorised to pledge the goods subject to the retention of title or to encumber them in any other way if ownership has not yet been transferred in full.
3. If third parties seize goods delivered subject to retention of title or wish to establish or assert a right to them, the Buyer shall be obliged to inform De Koff B.V. thereof as soon as may reasonably be expected.
4. In the event that De Koff B.V. wishes to exercise its ownership rights as referred to in this Article, the Buyer hereby grants De Koff B.V. or third parties to be appointed by De Koff B.V. unconditional and irrevocable consent and authorisation to enter all places where De Koff B.V.'s property is located and to repossess those goods.
5. De Koff B.V. has the right to retain the Product(s) purchased by the Buyer if the Buyer has not (fully) fulfilled its payment obligations, despite an obligation to transfer or surrender De Koff B.V.. After the Buyer has fulfilled its obligations, De Koff B.V. shall make every effort to deliver the purchased Products to the Buyer as soon as possible, but no later than within 20 working days.
6. Costs and other (consequential) damage as a result of keeping the purchased Products in custody shall be at the expense and risk of the Buyer and shall be reimbursed by the Buyer to De Koff B.V. upon first request.
Article 12 Warranty
1. De Koff B.V. guarantees that the Products comply with the Agreement, the specifications, usability and/or soundness stated in the offer and the statutory rules/regulations at the time of the conclusion of the Agreement. This also applies if the goods to be delivered are intended for use abroad and the Buyer has explicitly notified the Seller of this use in writing at the time of conclusion of the Agreement.
2. If any guarantee has been given, it shall be limited to that which has been expressly agreed in writing and only to the extent that the guarantee has been received from the supplier/manufacturer.
Article 13 Suspension and dissolution
1. De Koff B.V. is authorised to suspend the fulfilment of the obligations or to dissolve the Agreement if the Buyer fails to fulfil its (payment) obligations under the Agreement or fails to fulfil them in full.
2. In addition, De Koff B.V. is authorised to dissolve the Agreement existing between it and the Buyer, insofar as it has not yet been performed, without judicial intervention, if the Buyer fails to fulfil its obligations under any Agreement concluded with De Koff B.V. on time or properly.
3. De Koff B.V. shall furthermore be entitled to dissolve the Agreement or have the Agreement dissolved without prior notice of default if circumstances arise of such a nature that compliance with the Agreement is impossible or can no longer be required in accordance with standards of reasonableness and fairness, or if other circumstances arise of such a nature that the unaltered maintenance of the Agreement can no longer be reasonably expected.
4. If the Agreement is dissolved, De Koff B.V.'s claims against the Buyer shall become immediately due and payable. If De Koff B.V. suspends fulfilment of its obligations, it will retain its claims under the law and the Agreement.
5. De Koff B.V. always retains the right to claim damages.
Article 14 Limitation of liability
1. If De Koff B.V.'s performance of the Agreement results in De Koff B.V. being liable towards the Buyer or third parties, such liability shall be limited to the costs charged by De Koff B.V. in connection with the Agreement, unless the damage has arisen due to intent or gross negligence. De Koff B.V.'s liability will in any case be limited to the maximum amount of damages paid by the insurance company per event per year.
2. De Koff B.V. shall not be liable for consequential damage, indirect damage, loss of profit and/or loss suffered, missed savings and damage resulting from the use of the Products delivered shall be excluded.
3. De Koff B.V. shall not be liable for and/or obliged to repair any damage caused by the use of the Product. De Koff B.V. provides strict maintenance and use instructions that must be observed by the Buyer. All damage to Products as a result of carrying and using the Product is expressly excluded from liability (including traces of use, damage caused by falling, light and water damage, theft, loss etc.).
4. De Koff B.V. is not liable for any damages which are or may be the result of any act or omission in connection with (incomplete and/or incorrect) information on the website(s) or linked websites.
5. De Koff B.V. is under no circumstances responsible for errors and/or irregularities in the functionality of the website and is under no circumstances liable for damages of whatever nature, in anyway resulting from damages of whatever nature, in connection with the use of this website.
6. De Koff B.V. does not guarantee the correct and complete transmission of the contents of or on behalf of De Koff B.V., or the timely receipt thereof.
7. All claims of the Buyer on the part of De Koff B.V. on account of De Koff B.V. failing to notify De Koff B.V. in writing and stating reasons, will lapse within one year after the Buyer became aware or could reasonably have become aware of the facts on which De Koff B.V. bases its claims. All claims of the Buyer shall in any event lapse one year after the end of the Agreement.
Article 15 Force majeure
1. De Koff B.V. shall not be liable if as a result of a situation of force majeure it is unable to fulfil its obligations under the Agreement, nor can it be obliged to fulfil any obligation if it is hindered to do so as a result of a circumstance for which it is not to blame and which is not for its account by virtue of the law, legal act or generally accepted views.
2. Force majeure shall in any case be understood to mean, but shall not be limited to, what is understood in this respect in the law and jurisprudence, (i) force majeure on the part of suppliers of De Koff B.V, (ii) failure to properly fulfil obligations of suppliers prescribed or recommended by the Buyer to De Koff B.V., (iii) defects in goods, equipment, software or materials of third parties, (iv) government measures, (v) electricity failures, (vi) internet failures, data network and telecommunication facilities (e.g. due to: cyber crime and hacking), (vii) natural disasters, (viii) war and terrorist attacks, (ix) general transport problems, (x) strikes at the company of De Koff B. V. and (xi) other situations which, in the opinion of De Koff B.V., fall outside its sphere of influence which temporarily or permanently prevent De Koff B.V. from fulfilling its obligations.
3. De Koff B.V. has the right to invoke force majeure if the circumstance preventing (further) fulfilment occurs after De Koff B.V. should have fulfilled its obligation.
4. The parties may suspend their obligations under the Agreement during the period that the force majeure continues. If this period lasts longer than two months, either of the parties shall be entitled to dissolve the Agreement, without any obligation to compensate the other party for damages.
5. To the extent that De Koff B.V. has already partially fulfilled its obligations under the Agreement or will be able to fulfil them at the time the Force Majeure Event occurs, and the part fulfilled or to be fulfilled respectively has independent value, De Koff B.V. shall be entitled to invoice the part already fulfilled or to be fulfilled respectively separately. The Buyer shall be obliged to pay this invoice as if it were a separate Agreement.
Article 16 Transfer of risk
The risk of loss of or damage to the Products that are the subject of the Agreement will pass to the Buyer at the moment at which the Products leave De Koff B.V.'s warehouse.
Article 17 Intellectual Property Rights
1. All intellectual property rights and copyrights of De Koff B.V. are vested exclusively in De Koff B.V. and are not transferred to the Buyer.
2. The Buyer is prohibited from disclosing and/or reproducing, altering or making available to third parties all documents that are subject to the intellectual property rights and copyrights of De Koff B.V. without the explicit prior written consent of De Koff B.V.. If the Buyer wishes to make changes to goods delivered by De Koff B.V., De Koff B.V. must explicitly agree to the intended changes.
3. The Buyer is prohibited from using the Products to which De Koff B.V.'s intellectual property rights are attached other than as agreed in the Agreement.
Article 18 Privacy, data processing and security
1. De Koff B.V. will handle the (personal) data of the Buyer and visitors to the website(s) with due care. If requested, De Koff B.V. will inform the party concerned accordingly.
2. If De Koff B.V. is required to provide security for information under the Agreement, this security shall meet the agreed specifications and a level of security that is not unreasonable in view of the state of the art, the sensitivity of the information and the associated costs.
Article 19 Complaints
1. If the Buyer is not satisfied with De Koff B.V.'s Products and/or has any complaints about the (performance of the) Agreement, the Buyer is obliged to report these complaints as soon as possible, but no later than 14 calendar days after the relevant reason that led to the complaint. Complaints can be reported via firstname.lastname@example.org with the subject "Complaint".
2. In order for De Koff B.V. to be able to deal with the complaint, the Buyer must have sufficiently substantiated and/or explained the complaint.
3. De Koff B.V. shall respond to the content of the complaint as soon as possible, but no later than 14 calendar days after receipt of the complaint.
4. The parties shall try to reach a solution together.
Article 20 Applicable law
1. Every Agreement between De Koff B.V. and the Buyer shall be governed by Dutch law. The applicability of the (CISG) Vienna Sales Convention is expressly excluded.
2. In the event of an interpretation of the contents and purport of these general terms and conditions, the Dutch text shall always prevail. De Koff B.V. has the right to amend these general terms and conditions unilaterally.
3. All disputes arising from or as a result of the Agreement between De Koff B.V. and the Buyer will be settled by the competent District Court of Central Netherlands, location Utrecht, unless provisions of mandatory law lead to the jurisdiction of another court.
Renswoude, 26 February 2020