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Terms and Conditions

General Terms of Sale for Business Customers - Wheel-Parts.shop

Contents

Article 1 - Definitions and business purchases

  1. Seller: Wheel Parts B.V., also referred to as “we” or “Wheel-Parts”.
  2. Buyer: an individual or legal entity acting in the course of a trade, business or profession when making this purchase.
  3. Contract: the agreement between the seller and the buyer for the sale and delivery of products.
  4. In writing: by letter or email. Periods expressed in days mean calendar days unless stated otherwise.
  5. These terms are intended exclusively for business purchases. The buyer provides accurate business and contact details and acts on their own behalf or with sufficient authority on behalf of the named business. The buyer’s actual capacity is decisive; these terms do not deprive a consumer of statutory protection.

Article 2 - Seller details

Wheel Parts B.V.

Warmtekrachtstraat 3

8094 SE Hattemerbroek

The Netherlands

Dutch Chamber of Commerce (KvK): 81570732

VAT identification number: NL862141564B01

Telephone: +31 6153 447 24

Email: [email protected]

Article 3 - Applicability

  1. These terms apply to offers and contracts for which they have been declared applicable and made available to the buyer before or when the contract is concluded.
  2. The applicability of the buyer’s purchasing terms or other general terms is expressly rejected. Separately agreed provisions take precedence over these terms in the event of a conflict.
  3. A new version does not automatically apply to contracts already concluded.
  4. If a provision is invalid, the remaining provisions continue to apply to the extent permitted by law. The relevant subject matter is then governed by applicable law; an invalid provision is not automatically replaced by the maximum permitted restriction.
  5. The Dutch, German and English versions are intended to have the same meaning. The version provided to the buyer and agreed for the particular contract applies.

Article 4 - Product information and offers

  1. Product listings on the website are invitations to place an order, unless expressly stated otherwise. A separate quotation states whether it is binding and how long it may be accepted.
  2. General illustrations and catalogue information are provided for information. The agreed product description, specifications, quantities and price are binding. Any departure from them requires the buyer’s consent.
  3. In the event of an obvious error that the buyer should reasonably have recognised as such, the seller will contact the buyer to discuss the correct details. This does not create a general right to change an existing contract unilaterally.
  4. A quotation does not automatically apply to repeat orders or to an individual part of a combined offer.

Article 5 - Formation of the contract

  1. By placing a website order, the buyer makes an offer to purchase. The contract is formed when the seller expressly accepts that offer by email or dispatches the ordered products. A separate binding quotation is subject to the method of acceptance stated in that quotation.
  2. An automatic acknowledgement confirms only receipt of a website order and is not acceptance, unless it expressly states that the order is accepted. Payment alone does not constitute acceptance by the seller either.
  3. Before acceptance, the seller may reject an order or propose amended terms. Amendments become binding only with the buyer’s consent. The seller will inform the buyer of a rejection without unnecessary delay and refund any amounts already received for the rejected order within 14 days.
  4. Before acceptance, the seller may request reasonable information about the buyer’s business identity, authority to act and creditworthiness, subject to data protection law.

Article 6 - Prices and VAT

  1. Prices are in euros and exclude VAT unless stated otherwise. Shipping, transport, packaging and any other charges payable to the seller are disclosed before the contract is concluded or agreed separately.
  2. VAT is charged in accordance with the applicable tax rules. The 0% rate for exports or intra-Community supplies is applied only if the statutory conditions and evidence requirements are met. An address outside the EU is not sufficient on its own. The buyer provides the accurate information and documents reasonably required for this purpose.
  3. The agreed price remains unchanged after the contract is concluded, except for legally required changes in taxes or levies. Other price changes require a new agreement with the buyer.
  4. The contract specifies who is responsible for any import formalities, import duties and local taxes. In the absence of such an agreement, these obligations are determined by applicable law.

Article 7 - Payment

  1. Unless otherwise agreed, the buyer pays within 14 days of the invoice date. The seller provides the invoice without unnecessary delay. In all cases, the buyer has at least 14 days after receiving the invoice to pay.
  2. Once the payment period determined in this way has expired, the buyer is in default without further notice, to the extent permitted by law. Statutory interest for commercial transactions under Article 6:119a of the Dutch Civil Code (BW) is payable on overdue amounts that are due and payable.
  3. Out-of-court collection costs are calculated using the statutory scale in the Dutch Decree on Compensation for Out-of-Court Collection Costs (Besluit vergoeding voor buitengerechtelijke incassokosten), subject to the applicable statutory conditions. Court costs are reimbursed to the extent required by law or awarded by the court. The same costs will not be charged twice.
  4. Payments are allocated in accordance with Article 6:44 BW. Statutory rights to suspend performance and set off claims remain available; the buyer explains any dispute as soon as possible and pays the undisputed portion on time.
  5. Advance payment or security is agreed before the contract is concluded. After that point, the seller may suspend delivery or require security only on an agreed or statutory basis and to the extent justified by the circumstances.

Article 8 - Delivery and transport risk

  1. Delivery takes place in accordance with the agreed shipping or collection arrangements. The buyer provides a correct delivery address. Delivery periods are estimates unless a binding delivery date has been agreed.
  2. If a delay is expected, the seller informs the buyer as soon as possible. Where the law requires a notice of default, the buyer grants a reasonable additional period in writing. If performance still does not take place, the buyer may terminate the contract to the extent justified by the breach. Statutory circumstances in which no additional period is required remain unaffected.
  3. For shipments, the risk of accidental loss or damage passes to the buyer when the conforming, properly packaged products are handed to the carrier, unless otherwise agreed. For collection, this risk passes upon physical handover. This allocation of risk does not limit claims arising from a breach attributable to the seller, such as unsuitable packaging or dispatch of incorrect products.
  4. The seller arranges shipping unless otherwise agreed. Transport insurance is included only if expressly agreed. Before the contract is concluded, the buyer may request insured shipping; coverage and costs will then be agreed. The party that entered into the carriage contract provides reasonable assistance with a transport claim and supplies available evidence. An insurance payment for a loss borne by the buyer is passed on or credited to the buyer without double recovery.
  5. Partial deliveries and separate invoicing are agreed in advance and do not result in additional shipping costs without the buyer’s consent.
  6. Where refusal or prevention of receipt is attributable to the buyer, the seller may, after notifying the buyer, charge reasonable and demonstrable storage and redelivery costs. Statutory rules on creditor default remain applicable.

Article 9 - Retention of title

  1. Ownership of delivered products remains with the seller until payment of the claims for which title may validly be retained under Article 3:92(2) BW: the consideration for goods delivered or to be delivered, related work performed or to be performed under such contracts, and claims arising from a failure to perform those contracts, including applicable interest and costs.
  2. The buyer may resell the products in the ordinary course of business but may not pledge them or otherwise transfer them as security while title is retained. The buyer keeps available records that allow the products to be identified.
  3. In the event of attachment or third-party claims, the buyer informs the seller as soon as possible. Repossession takes place only where there is a legal basis and in accordance with applicable property law, insolvency law and statutory procedures. This article does not confer a right of forced entry without lawful authority.

Article 10 - Inspection, complaints and returns procedure

  1. The buyer checks the products as soon as reasonably possible after receipt for quantities, visible damage and conformity with the order, and reports any discrepancies found without unnecessary delay.
  2. Defects that are not immediately apparent are reported within a reasonable time after discovery, or after they should reasonably have been discovered, in accordance with applicable law. Where possible, the buyer provides the order number, identifies the product and provides a description or photographs of the problem.
  3. Where possible, visible transport damage is recorded on the transport document upon receipt. Concealed transport damage is reported as soon as possible after discovery. Statutory or treaty rules for claims against the carrier remain applicable. Failure to make a note or report damage on the day of receipt does not automatically extinguish all rights against the seller.
  4. The consequences of late notification and the limitation of claims are determined by applicable law, including Article 7:23 BW. There is no additional contractual seven-day deadline that extinguishes claims.
  5. To return a product, the buyer contacts the seller for shipping instructions. The seller provides these within a reasonable time and does not use the procedure to obstruct valid claims. Suitable protective packaging is sufficient for a return involving a defect; original, undamaged packaging is not a condition for the existence of a claim.

Article 11 - Conformity, remedies and manufacturer warranties

  1. The seller supplies products that conform to the contract upon delivery. Statutory rules on business sales, including Article 7:17 BW, apply unless validly varied.
  2. Any manufacturer warranty is a separate, additional undertaking by the manufacturer. Its duration, beneficiaries and conditions are set out in the warranty information provided for the product. These terms do not impose a general one-year limit on claims against the seller or restrict those claims to the manufacturer warranty.
  3. Normal wear and tear and damage caused by improper use, incorrect installation, inadequate maintenance, accidents or unauthorised modifications are not defects for which the seller is responsible. Wearing or rotating parts are not excluded as a category: a failure to conform to the contract that was already present upon delivery may also give rise to a claim for those parts. An exclusion applies only to the extent that the stated cause caused the particular damage or defect.
  4. The buyer gives the seller a reasonable opportunity to inspect the defect and, where appropriate, repair or replace the product. Inspection by the manufacturer must not unreasonably delay the handling of a valid claim; acknowledgement by the manufacturer is not a prerequisite for a claim against the seller.
  5. If repair or replacement is impossible or does not take place within a reasonable time, statutory rights to a price reduction, termination and any damages remain available, subject to Article 13.
  6. The seller bears the reasonable and necessary costs of a justified repair or replacement for which the seller is responsible, including transport and, to the extent legally required, removal and installation. Additional work is agreed in advance, except where urgency or the law requires otherwise.
  7. Mandatory rights of recourse in a sales chain ending in a consumer sale, including Article 7:25 BW where applicable, are not excluded or limited by any provision of these terms.

Article 12 - No consumer withdrawal right; voluntary returns

  1. A business purchase does not carry the statutory right of withdrawal that applies to consumer distance sales. The buyer cannot return products solely because of a change of mind, subject to a separate agreement or Article 17.
  2. A voluntary return requires prior consent. Any return costs, packaging requirements and restocking fees are disclosed to and agreed with the buyer in advance. No restocking fee applies without such an agreement.
  3. These restrictions on voluntary returns do not apply to valid claims arising from non-conformity, non-performance or product safety.

Article 13 - Liability

  1. To the extent permitted by law, the seller’s liability for damage arising from an attributable breach is limited to the agreed purchase price excluding VAT of the products to which the damage relates. Related losses arising from the same cause are treated as a single event for this purpose. This limitation is not dependent on an insurance payment.
  2. Subject to paragraph 3, the seller is not liable for loss of profit, loss of anticipated savings or business interruption losses.
  3. The limitations in this article do not apply in cases of intent or deliberate recklessness on the part of the seller or its management, death or bodily injury for which the seller is liable, liability that cannot legally be limited, or mandatory rights of recourse as referred to in Article 11.7. They also do not apply to the extent that their application would be unacceptable according to the standards of reasonableness and fairness under Dutch law.
  4. The limitations apply to damages, not to the obligation to deliver properly, carry out justified repairs or replacement, reduce the price or provide a refund following valid termination. Costs referred to in Article 11.6 are not restricted by the damages cap.
  5. The buyer does not provide a general indemnity for third-party product claims. Each party’s responsibility for damage it causes is determined by the contract and applicable law.

Article 14 - Force majeure and product safety

  1. Force majeure exists to the extent that performance is prevented by a circumstance not attributable to the party concerned under Article 6:75 BW. A supplier problem, transport problem or cyber incident does not automatically constitute force majeure in itself.
  2. The affected party informs the other party without unnecessary delay of the cause and expected duration, reasonably mitigates the consequences and resumes performance as soon as possible. Only the obligations actually affected are suspended.
  3. If the impediment lasts longer than 60 days, either party may terminate the unperformed part in writing. Any statutory termination rights arising earlier remain available. Payments received for the terminated, unperformed part are refunded within 14 days. No damages are payable to the extent that the failure to perform is not attributable to the party concerned because of force majeure.
  4. The parties cooperate reasonably with product safety measures, traceability, warnings and recalls. A buyer who identifies a potentially unsafe product stops using and reselling it to the extent necessary to prevent risks and informs the seller without unnecessary delay. Each party retains its own statutory notification, safety and remedial obligations; these are not transferred or excluded by these terms.

Article 15 - Intellectual property

  1. Rights in illustrations, catalogues and other materials provided by the seller remain with the relevant rights holder.
  2. The buyer may use materials expressly made available for resale purposes for the lawful promotion and resale of the relevant products, within the usage conditions provided with them. Other use requires the rights holder’s permission unless permitted by law.

Article 16 - Governing law and disputes

  1. The contract is governed by Dutch law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded. Applicable rules that cannot be derogated from remain unaffected.
  2. To the extent that a choice of court can validly be agreed, disputes arising out of or in connection with the contract are submitted exclusively to the competent court within the District Court of Gelderland (Rechtbank Gelderland), the Netherlands, subject to the statutory allocation of jurisdiction. Mandatory jurisdiction rules take precedence.

Article 17 - Deposits and special orders

  1. Where a deposit is required or a product is to be specially ordered or manufactured, the product, specifications, total price, deposit and expected delivery are agreed before the contract is concluded. A deposit forms part of the purchase price and is credited towards it.
  2. The buyer may cancel an order for a specially ordered product or a product to be manufactured in writing while production of the relevant product has not yet started. On request, the seller can demonstrate when production started. On cancellation before production starts, payments received are refunded in full within 14 days.
  3. Once production has started, there is no contractual right to cancel because of a change of mind. A different cancellation arrangement may be agreed by mutual consent. Statutory rights to end or terminate the contract and claims arising from a breach or an unsafe product remain available.
  4. Special ordering or manufacture does not limit the rights under Articles 10, 11, 13 and 14.