GENERAL TERMS AND CONDITIONS OF DELIVERY. –MOTORCYCLES UNITED B.V. B2B
Motorcycles United B.V. is a private company with limited liability, having its registered office in Assen, the Netherlands, and its place of business at Beckerweg 1, 9731 AW Groningen, listed in the Trade Register of the Chamber of Commerce under number 66291887 ("MCU"). MCU operates on the wholesale market for original parts for motorcycles, mopeds and cars, including the import and export of the aforementioned parts.
1.1. In these General Terms and Conditions of Delivery of General Terms and Conditions of Delivery of Delivery, capitalized words and phrases shall have the meaning set out below:
a. Costumer: a natural person or legal entity acting in a professional or commercial capacity.
b. General Terms and Conditions of Delivery: these general terms and conditions of delivery that are applicable to the sale and delivery of Products and services to Customers;
c. MCU: the private company Motorcycles United B.V., user of these General Terms and Conditions of Delivery;
d. Day: a calendar day;
e. Product: any product offered for sale, sold and delivered by MCU, including an Electronic Product and/or a Precision Engineering Product;
f. Electronic Product: A product that operates using electronic flows and/or electromagnetic fields;
g. Precision Engineering Product: a precision produced engineering product, whether or not with measurement and/or control mechanisms and/or operated using electronic flows and/or electromagnetic fields;
h. Sealing: transparent plastic and/or synthetic protective covering and/or packaging;
j. Website: www.motorcyclesunited.eu, on which it is possible to communicate electronically with MCU and view Products and Product Data, purchase Products, and view order information.
2.1. All communication between MCU and the Customer will preferably take place online, whereby the Customer will be able, by logging in to the Website, to use the support email system clearly described on the Website, or by telephone during regular opening hours from Monday through Friday between 09:00 a.m. and 5:00 p.m., via number +31 (085) 0606065, or by e-mail: [email protected]
2.2. The electronic files stored by MCU of any communication between MCU and the Customer serve as conclusive evidence, without prejudice to any evidence to the contrary provided by the Customer.
2.3. The Customer warrants the accuracy and completeness of all data and contact details it provides to MCU. If this data is not fully received by MCU and/or is defective or unusable in other respects, this shall be for the Customer’s risk.
3.1. These General Terms and Conditions of Delivery apply to each offer and each quotation and/or communication of MCU and every (remote) agreement concluded between MCU and the Customer.
3.2. The applicability of general terms and conditions or general terms and conditions of purchase or delivery and/or sector conditions of the Customer is expressly excluded.
3.3. Any derogations from and additions to these General Terms and Conditions of Delivery are valid only if agreed in writing between the parties.
3.4. If any provision of these General Terms and Conditions of Delivery is void or voided, the other provisions of these General Terms and Conditions of Delivery remain in full force and effect. In that case MCU and the Consumer will consult on new provisions to replace the invalid or voided provisions, with due consideration of the purpose and object of the invalid or voided provisions.
4. Offering Products
4.1. Any offer, proposal, quotation and/or communication from MCU is at all times without obligation and only valid for as long as stocks last.
4.2. All Products offered by MCU are clearly described, stating the product number and, if available, the factory and model-specific data, to allow an assessment of their suitability and/or comparison with and/or replacement of another product and/or of any part of a composite product.
4.3. MCU devotes the greatest possible care to the information on its Website. All images of Products are as true to the Products offered as possible. However, MCU cannot guarantee the accuracy of the information and images. MCU does not accept any liability for any damage caused by obvious mistakes and/or errors. Obvious mistakes and/or errors made by MCU cannot be held against MCU.
4.4. All dimensions, data, images, catalogues, price lists, websites, quotations, NEN standards and/or standardisation sheets provided and/or published by MCU are always approximate, unless MCU expressly states otherwise.
4.5. Minor deviations in the delivered Products that are technically unavoidable or which are considered generally accepted in the industry cannot be invoked as ground for cancelling an agreement.
5. Prices. Price Changes
5.1. All prices are in euros and are exclusive of VAT and other government levies that may be imposed, unless otherwise agreed.
5.2. MCU reserves the right to revise the prices stated on the Website at its own discretion without prior notice. MCU expressly reserves the right to change its prices where this is necessary to reflect changes in cost price factors, taxes and other government levies, or exchange rates changes.
6. Payment Terms. Retention of Title
6.1. All amounts owed by the Customer to MCU are payable in euros, unless otherwise agreed.
6.2. The Customer may not suspend payment of any amount and/or set off any amount it owes MCU on any ground.
6.3. If the Customer does not pay the amounts due, or not in time, the Customer owes the statutory commercial interest as referred to in Article 6:119a of the Dutch Civil Code on the entire outstanding amount, without demand or notice of default being required, from the date on which payment was due until the date on which payment is made in full. If, after having been held in default, the Customer still fails to pay the outstanding amount or amounts, MCU may turn the claim or claims over to a third party for collection, in which case all extrajudicial costs, set at 15% of the principal sum, with a minimum of € 250, as well as all legal and judicial costs and lawyer’s fees incurred by MCU, will be charged to the Customer.
6.4. Any amount paid by the Customer will first be used to pay any interest and/or extrajudicial costs due, as well as any collection and other legal costs, and subsequently to pay the longest outstanding invoices.
6.5. MCU retains the right of ownership to all Products it has delivered or will deliver until all existing and future claims under existing or future purchase and other agreements concluded between MCU and the Customer for the delivery or Products by MCU to the Customer or all services provided or to be provided under these agreements for the benefit of the Customer have been paid, as well as any existing and future claims MCU may have against the Customer due to the latter’s failure to perform these agreements.
6.6. The Customer may only dispose of Products delivered subject to retention of title in the course of its normal business activities. This right lapses by operation of law as soon as the Customer fails to pay any claims in connection with which the right of ownership was retained and/or if the Customer is granted provisional suspension of payments or a winding-up petition is filed against the Customer, or if MCU has explicitly denied the Customer this right.
6.7. The Customer may not pledge or otherwise encumber the goods delivered subject to retention of title or grant third parties any other right to them for as long as the ownership of the delivered Products has not yet passed to the Customer.
6.8. The Customer is obliged to carefully store the Products delivered subject to retention of title and mark them as the property of MCU and may not remove the original packaging from these Products or any Sealing, unless it is necessary to do so to test the operation of the Product.
6.9. If the Customer fails to fulfil its obligations or MCU has reasonable grounds to fear that the Customer will do so, MCU may repossess the Products delivered subject to retention of title. After MCU has repossessed the Products concerned it will refund the Customer their market value, which will in no event be higher than the original purchase price, after deducting any bonusses and discounts offered on these Products and any costs made in connection with repossessing the Products.
6.10. For as long as the Customer has not or not fully paid MCU for the Products, and the relevant amount is due and payable, MCU may exercise its right of retention against anything that MCU has in its possession on behalf of the Customer, without prejudice to any other rights it may have.
7. Availability. Delivery
7.1. The delivery periods stated by MCU are determined on the basis of the information known at the time when the order was placed. The stated delivery periods are always considered target dates and are in no event binding. Although MCU will reasonably endeavour to observe the delivery periods as much as possible, it shall not be bound to any stated delivery date. This is also the case if MCU is unable to observe the delivery date due to circumstances beyond its power or control.
7.2. The place of delivery is the address communicated by the Customer to MCU. The risk of damage to and/or loss of Products rests with MCU until the moment of delivery at the delivery address specified by the Customer, whereupon the risk passes to the Customer or its agent.
7.3. The Customer is required to accept the purchased Products at the time of actual delivery. If the Customer refuses to accept the Products or frustrates the delivery in any other way, the Products will be stored at the Customer’s expense and risk for a period of seven days. After this period MCU may cancel the agreement, without any liability on the part of MCU for any costs incurred or loss or damage suffered by the Customer.
7.4. The Customer is required to inspect, at its own expense, any Product delivered by MCU, and to notify MCU in writing within five (5) days of delivery of:
a. any defect in or to the delivered Products, and the nature thereof, the Customer has detected;
b. any shortfall in the quantity of delivered Products;
if MCU has not received such written notification within the stipulated period, MCU will assume that the delivered Products correspond with the agreement and the Customer’s expectations.
7.5. MCU reserves the right to cancel or postpone a delivery or to reduce the quantity of Products to be delivered if, for instance, MCU is faced with obstacles, impediments or delays in the delivery by the normal route or means of transport due to circumstances beyond its control, such as but not limited to disruptions at a supplier, strikes, and accidents. MCU shall not be liable for any loss, costs, damage, charges or expenses, of any kind, that directly or indirectly arise from or are caused by such circumstances.
8. Conformity. Warranty
8.1. MCU will endeavour to ensure that the offered Products comply with the specifications stated in the offer, as well as with the reasonable requirements of soundness and/or suitability, subject to the technical standards of sustainability and safety and environmental standards to be reasonably imposed on the Products, depending on the year and time of production of the Products.
8.2. The applicability of the statutory warranty regulation and non-conformity regulation of Section 2 of Book 7 of the Dutch Civil Code is expressly excluded.
8.3. Where a Product warranty applies, this will in no event go beyond the factory warranty offered in respect of the relevant Product. No warranty will apply if the delivered Products have been subject to misuse, improper use or abnormal use.
9. Cancellation. Duty to Inform.
9.1. MCU may cancel any agreement with the Customer if the Customer is declared insolvent, has applied for suspension of payments, or loses the power or part thereof to dispose of its assets a result of attachment.
9.2. The Customer is required to promptly notify MCU of any circumstance as referred to in the previous paragraph, and is furthermore obliged to promptly notify the administrator or trustee in bankruptcy of MCU’s retention of title.
10.1. The sole remedy a Customer has in respect of a defective Product is limited to having that Product replaced or repaired free of charge.
10.2. MCU will in no event be liable for indirect or consequential damage suffered by the Customer (including but not limited to loss of sales and profit, lost business opportunities, loss of data, third-party damage) relating to or arising from the agreement or the Customer's use of the Products supplied by MCU.
10.3. MCU's liability for any loss or damage caused to the Customer, for any reason, is in all cases for each separate event (whereby a series of related events is considered a single event) limited to the invoiced amount actually paid by the Customer to MCU for the relevant Product under the agreement, including shipping costs, and in any event to what an insurer pays out in the event concerned (plus MCU's deductible).
10.4. As a condition for the existence of a right to compensation the Customer must report the defect and the loss or damage in writing as soon as possible after it has occurred to MCU, and no later than two months after the loss or damage occurred and/or the defect could have been detected. The Customer is required to submit any claims to MCU as soon as possible after they arise. Any claim, including a claim for damages, lapses six (6) months after discovering the loss or damage or defect, or six (6) months after this could reasonably have been detected.
10.5. Nothing in the agreement concluded between MCU and the Customer or in these General Terms and Conditions of Delivery excludes or limits MCU's liability where this arises from:
b. wilful misconduct or deliberate recklessness on the part of MCU’ management;
c. liability for damage to persons or goods based on product liability within the meaning of Article 6:185 et seq. of the Dutch Civil Code, subject to the applicable standards with regard to (the characteristics of) obsolete Products and the time of production.
11. Force Majeure
11.1. In addition to Article 6:75 of the Dutch Civil Code, if and in so far as an event of force majeure occurs MCU cannot be required to perform its obligations towards the Customer and/or MCU will be entitled to suspend its obligations for the duration of the event of force majeure.
11.2. In addition to Article 6:75 of the Dutch Civil Code, an event of force majeure is understood to mean all external causes as a result of which MCU is unable to fulfil its obligations under the (remote) agreement, or to do so in time. This includes but is not limited to strikes at third parties and/or at MCU’s suppliers; disruption of the Internet or telecommunication facilities and/or stagnation in the supply at suppliers or other third parties engaged, and causes caused by government measures.
11.3. If an event of force majeure continues for more than 90 days, MCU may cancel the agreement in writing, without owing the Customer any compensation.
12. Use of login and other codes
12.1. If in connection with concluding the agreement or in any other connection computer, data or telecommunication facilities are used, MCU may allocate access or registration codes to the Customer. The responsibility for using these codes rests entirely with the Customer. MCU will in no event be liable for any loss or damage caused or costs incurred as a result of the unauthorised use or misuse of the access or registration codes by the Customer.
13. Data Protection
13.1. MCU processes the personal data provided to it in the performance of the agreement and in accordance with its privacy statement, which can be consulted on https://www.motorcyclesunited.eu/en/service/privacy-policy/
14. Applicable Law
14.1. These General Terms and Conditions of Delivery, the delivery of Products and any agreements arising from or related to this are governed by Dutch law.
14.2. Any disputes arising from these General Terms and Conditions of Delivery, the delivery of Products, or any agreement, offers or agreements arising from or related to this, will be submitted to the exclusive jurisdiction of the competent court in Groningen, the Netherlands.
14.3. The applicability of the 1980 Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
16.1. An English, French and German version has also been prepared of these General Terms and Conditions of Delivery. In the event of a lack of clarity or conflict, the Dutch text of these General Terms and Conditions of Delivery will prevail and will at all times be decisive for the interpretation of the provisions contained in the English, French and German versions.