GENERAL TERMS AND CONDITIONS OF RDM PARTS B.V. CONSUMERS & BUSINESS CUSTOMERS
Unless the nature or purport of these provisions dictate otherwise, the following terms in these terms of delivery shall be given the following meanings.
- RDM Parts: RDM Parts B.V., the user of these terms of delivery, established in Echteld, registered in the Trade Register under Chamber of Commerce number 51359901.
- Buyer: the natural or legal person who enters into an agreement or a distance agreement with RDM Parts.
- Distance Agreement: an agreement within the scope of a system for the distance selling of products and/or services organised by RDM Parts B.V., without the simultaneous presence of RDM Parts and the Buyer and with the exclusive use of one or more means of (distance) communication until the conclusion of the agreement; in short, sales through the webshop of RDM Parts.
- Webshop/website: rdmparts.com.
- Products: all items to be sold and delivered to the other party under the terms of an agreement.
- Consumer: any natural person who is acting for purposes that are outside his trade, business or profession. Unless otherwise specified, all provisions of these general terms and conditions shall also apply to consumers. Articles 15 to 18 are only applicable to Consumers.
- In these general terms and conditions written shall also mean: 'by email'.
- These general terms and conditions apply to every offer of RDM Parts and to every agreement or distance agreement between RDM Parts and Buyer.
- Besides these general terms and conditions, additional terms and conditions may apply to certain products. In the event of any differences between the additional terms and conditions and these general terms and conditions, in principle the provisions of the additional terms and conditions shall prevail over these general terms and conditions, unless otherwise stated.
- One or more provisions in these general terms and conditions may only be deviated from if this has been explicitly agreed in writing. In that case, the remaining provisions of these terms and conditions shall remain in full force and effect.
- If at any moment one or several provisions of these general terms and conditions becomes invalid or nullified, the remaining provisions of these general terms and conditions shall remain in full force. In such case, RDM Parts and the Buyer shall hold consultations in order to agree on new provisions replacing the invalid or voidable provisions, to the effect that the contents shall correspond wherever possible with the purpose and the intent of the original provision.
- If RDM Parts does not require strict compliance with these terms and conditions, this shall not mean that said provisions do not apply, or that RDM Parts would lose the right to require strict compliance with the provisions of these terms and conditions in other cases.
- Each offer is valid while stocks last.
- The offer of RDM Parts is non-binding, unless a term for acceptance is stated in the offer. RDM Parts has the right to change and adapt the offer.
- If the Buyer has accepted the offer electronically, RDM Parts shall immediately confirm the receipt of the acceptance of the offer electronically. As long as the receipt of an electronic acceptance has not been confirmed by RDM Parts, the Buyer may terminate the agreement.
- RDM Parts may - within legal frameworks - inquire about whether the Buyer can fulfil its payment obligations, as well as inquire after all facts and factors that are material for duly concluding the agreement. If RDM Parts has good reasons not to enter into the agreement, RDM Parts shall have the right to justifiably refuse an order or request or to attach special conditions to the performance of the agreement.
- Orders placed with the Buyer's account shall be deemed to have been placed by the Buyer and shall be binding.
- The order confirmation of RDM Parts is considered to be the correct representation of the agreement, unless Buyer objects in writing within three days after receipt.
- An agreement shall only be concluded following written acceptance/confirmation by RDM Parts, or once goods are paid for in the shop and taken away, or after RDM Parts has started performance of the agreement.
- Any (later) agreements made with RDM Parts personnel shall only be binding on RDM Parts if they have been confirmed in writing by RDM Parts.
- RDM Parts shall not be bound by an error regarding incorrect estimates, prices or other information reasonably recognisable by the Buyer.
- The other party cannot derive any rights from an offer of RDM Parts that is based on incorrect or incomplete information provided by the other party.
- A compound quotation shall not oblige RDM Parts to perform part of the offer at a corresponding part of the given price.
- All individual prices of goods and products are expressed excl. VAT, levies and shipping costs.
- If the prices of the offered products increase in the period between the order and the execution of the order, the Buyer may cancel the order or dissolve the agreement within ten (10) days after notification of the price increase by RDM Parts.
- RDM Parts shall be entitled to require an advance payment. In that case, the Buyer may not claim any rights regarding the execution of the relevant order or service(s), before said advance payment has been made.
- RDM Parts shall at all times have the right to demand that the agreed price is paid in full or in part by means of an advance payment.
- Payments shall be made in the manner as prescribed by RDM Parts. Payments by bank transfer shall be made within 7 days after the invoice date, in the manner prescribed by RDM Parts, unless the invoice states a different term of payment, in which case the term of payment shall apply.
- The Buyer has the obligation to inform RDM Parts immediately of any inaccuracies in the payment data provided or stated.
- If a payment method with a credit card is chosen, the terms and conditions of the card issuer shall apply. RDM Parts is not a party to the relationship between the Buyer and the card issuer.
- In case of liquidation, bankruptcy, applicability of the Debt Rescheduling for Natural Persons Act or suspension of payment of the other party, the claims on the other party shall be immediately due and payable.
- If timely payment is not effected, the other party shall be in default by operation of law. From the day the default commences, the other party shall be liable for interest of 1% per month on the outstanding amount, whereby part of a month is considered a full month. In derogation from the previous paragraph, the statutory interest shall apply instead of the contractual interest referred to there, if the other party acts in the capacity of consumer.
- In case of late payment, RDM Parts shall have the right to dissolve the agreement with immediate effect or to postpone (further) delivery until the Buyer has fully fulfilled its payment obligations, including payment of interest and costs.
- If the payment method of bank transfer is selected, RDM Parts shall only process the order once the bank transfer has been made.
- All reasonable costs, including judicial, extrajudicial and enforcement costs, incurred to obtain the due amounts from the other party, shall be borne by the other party.
6. Delivery and delivery time
- Agreements concluded in an establishment of RDM Parts shall be delivered ex works/warehouse/shop, unless otherwise agreed upon.
- In case of agreed transport or an order through the webshop of RDM Parts, the following applies:
- a. Transport shall always be at the expense and risk of the Buyer. For Consumers, however, the risk for these products is transferred to the Buyer once the products to be delivered have been delivered to the specified delivery address (or offered in accordance with sub c below).
- b. Unless otherwise agreed, RDM Parts shall determine the packaging method and, where applicable, shipment of the products.
- c. Orders shall be delivered as soon as possible. There are no fixed delivery times.
- d. In case of agreed transport, RDM Parts' obligation to deliver will be fulfilled (unless proof to the contrary) as soon as the goods delivered by RDM Parts have been offered to the customer once. In case of delivery at home, the report of the carrier, stating the refusal of acceptance or the absence of the Buyer, shall be considered as full proof of the offer for delivery.
- e. All terms stated by RDM Parts are indicative. Therefore, no rights can be derived from these terms.
- f. If a product that is temporarily out of stock is ordered by the Buyer, it will be indicated when the product is available again.
- g. Deliveries shall be made to the address provided by the Buyer upon conclusion of the agreement.
- h. For deliveries abroad, different terms and conditions and costs may apply. Therefore, RDM Parts shall have the right to require the Buyer to comply with these further terms and conditions.
- i. If delivery takes place in parts, RDM Parts shall have the right to consider each delivery as a separate transaction.
- j. The Buyer shall be obliged to inform RDM Parts within 48 hours if the Buyer has received incorrect or incomplete goods.
- The warranty of RDM Parts is limited to the manufacturer's warranty (if any). Moreover, RDM Parts shall never be responsible for the final suitability of the products and/or services for each individual application by the Buyer, nor for any advice regarding the use or application of the products.
- Minor deviations in quality, colour, weight, dimensions, operation or otherwise do not qualify for return, repair or warranty.
- The warranty does not apply:
- in the case of wear and tear that can be considered normal;
- if the original invoice cannot be presented, has been modified or has been made illegible;
- if defects are the result of use that does not correspond to the intended use or improper use;
- in case the Buyer has repaired and/or modified the delivered products or has had them repaired and/or modified by third parties;
- in case the delivered products have been exposed to abnormal conditions or are otherwise handled carelessly or in conflict with the instructions of RDM Parts as stated on the packaging;
- if the defect is entirely or partly the consequence of (current or future) governmental regulations regarding the nature or quality of the materials used;
- if there is a defect RDM Parts cannot be held responsible for.
- The Buyer shall be informed of any costs associated with repairing a defect. If the Buyer does not explicitly agree to the cost estimate in writing, its property may be returned against payment of the inspection costs. If the Buyer has not paid these inspection costs (6) months after notification of the cost estimate, ownership of the product will transfer to RDM Parts.
8. Retention of title
- All products delivered by RDM Parts shall remain the property of RDM Parts until the Buyer has fulfilled all obligations from all agreements entered into with RDM Parts, including compensation of interest and costs, including of earlier or later deliveries and any work performed or to be performed on the products.
- Items supplied by RDM Parts that are subject to the retention of title pursuant to paragraph 1, may not be resold and may never be used as payment. The Buyer shall not be authorised to pledge or otherwise encumber the goods subject to retention of title.
- The Buyer shall always take any reasonably expected action in order to secure the proprietary rights of RDM Parts. If third parties seize goods delivered under retention of title or wish to establish or assert rights to these goods, the Buyer shall be obliged to immediately inform RDM Parts thereof.
- For non-consumers, the following also applies:
- a. the Buyer shall undertake to insure and continue to insure goods that have been delivered under retention of title against fire, explosion and water damage and theft and, at the request of RDM Parts, shall make the insurance policy available for inspection. In case of any payment of the insurance, RDM Parts shall be entitled to these funds. Insofar as necessary, the Buyer undertakes in advance to cooperate with RDM Parts regarding all that should or appears to be necessary or desirable within that context.
- b. In case RDM Parts wants to exercise its property rights as provided for in this article, the Buyer hereby gives unconditional and irrevocable permission to RDM Parts and third parties to be appointed by RDM Parts, to enter the places where the property of RDM Parts is located and to recover said goods.
- Except in the event of intent or deliberate recklessness of RDM Parts, the liability of RDM Parts shall be limited to the amount (excluding VAT) paid by the insurance company of RDM Parts, with a maximum of the invoice amount for which RDM Parts has delivered the relevant product or service to the Buyer.
- RDM Parts shall not be liable for damage, of whatever nature, caused by RDM Parts making decisions based on incorrect and/or incomplete information provided by the Buyer.
- RDM Parts shall under no circumstances be liable for indirect, consequential and/or immaterial damage of the Buyer or third parties, including consequential damage, loss of profit, lost savings and damage due to business interruption.
- The Buyer indemnifies RDM Parts against all claims of third parties that are directly or indirectly, mediately or immediately related to the performance of an agreement.
- In case of a consumer purchase, the restrictions of this article do not extend beyond what is allowed under Section 24, paragraph 2, Book 7 of the Dutch Civil Code.
10. Force Majeure
- RDM Parts shall not be bound to fulfil any obligation towards the Buyer, if RDM Parts is prevented from doing so as a result of any circumstance not attributable to fault, and which is also not for its account pursuant to the law, a juristic act or generally prevailing opinion.
- In these general terms and conditions, force majeure is understood to mean, besides the provisions in law and jurisprudence (but not limited to): strikes, (threat of) terrorism, war, riots, government measures, disruption in the supply of energy or business supplies, disability (also of subordinates), disruptions in the computer network, non-delivery or late delivery by suppliers, all external causes, foreseen or unforeseen, as a result of which RDM Parts is not able to fulfil its obligations.
- RDM Parts shall be entitled to suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, each party shall be entitled to terminate the agreement without any obligation to pay damages to the other party.
- Where the obligations of RDM Parts under the agreement at the time of the occurrence of the force majeure have been partially fulfilled or RDM Parts will be able to fulfil these and independent value is attributed to that part of the obligations that has been fulfilled or will be fulfilled, RDM Parts shall be entitled to issue separate invoices for the parts already fulfilled or to be fulfilled. The Buyer shall be bound to pay such invoice as if it were a separate agreement.
11. Personal Data
The agreement is governed by Dutch law. In the event of disputes, the District Court of The Hague (the Netherlands) shall have (first-instance) jurisdiction to hear disputes.
13. Non-payment or late payment
(This article does not apply to Consumers)
- In the event of non-payment or late payment by the Buyer, the Buyer shall owe a contractual interest on the outstanding amount equal to the statutory commercial interest rate plus 1% per month, to be calculated from the date on which payment should have been made at the latest until the date of full payment, whereby a month that has commenced shall be counted as a full month.
- If the Buyer fails or fails to honour its obligations (in time), all reasonable costs incurred to obtain an out-of-court settlement shall be at the expense of the Buyer. The extrajudicial amounts are 15% of the agreed price with a minimum of € 175.
14. Defects and Time Limits for Complaints
(This article does not apply to Consumers)
- Complaints about the products shall be reported in writing by the Buyer to RDM Parts within 7 days after discovery, but no later than within 14 days after the invoice date of the relevant work.
- The report must contain an as much as possible detailed a description of the defect, allowing RDM Parts to respond adequately. Buyer shall afford RDM Parts the opportunity to investigate a complaint or have this investigated.
- If a complaint is justified in the opinion of RDM Parts, RDM Parts will repair and/or deliver the products as agreed upon or recompense the Buyer.
- If a defect is reported at a later stage, the Buyer shall no longer be entitled to repair, replacement or compensation.
- Complaints about invoices must be made in writing to RDM Parts within 8 days after the invoice date. After this period, the Buyer is considered to have approved the invoice.
- A complaint shall not entitle the Buyer to postpone payment.
In addition to the above, the following articles shall apply if the Buyer is a Consumer.
15. Right of withdrawal
- When purchasing products, the Buyer has the option to dissolve the agreement without stating reasons for a period of 14 (fourteen) days. This cooling-off period starts on the day after receipt of the product by the Buyer or on the day after receipt of the product by a representative announced to RDM Parts.
- During the cooling-off period, the Buyer shall carefully handle the product and the packaging. The Client shall only unpack or use the goods to the extent necessary to assess whether he wishes to keep the goods. If he exercises his right of withdrawal, he shall return the product, including all accessories supplied, and - if reasonably possible - in their original condition and packaging to RDM Parts, in accordance with the reasonable and clear instructions provided by RDM Parts.
- When the Buyer wants to exercise his right of withdrawal, he shall be obliged to inform RDM Parts within 14 days after receipt of the product. The Buyer shall inform RDM Parts by means of the standard form, which is available on the website of RDM Parts. After the Buyer has indicated that he wants to exercise his right of withdrawal, the Buyer must return the product within 14 days. The Buyer must prove that the delivered goods have been returned on time, for example by means of a proof of dispatch.
- The right of withdrawal does not apply to:
- services which have commenced, with the consent of the Buyer, before the period of fourteen working days;
- goods or services the price of which is linked to fluctuations in the financial market, which cannot be controlled by RDM Parts;
- goods which have been manufactured in accordance with the Buyer’s specifications or which are clearly personalised;
- goods or services that by their nature cannot be returned, for example for reasons of hygiene or that can quickly deteriorate or become obsolete;
- Products which, after delivery, are inseparably mixed with other products because of their nature.
- If the returned product is not received in accordance with the terms and conditions, the purchase price shall not be refunded. The product shall remain the property of the Buyer, who is obliged to collect the product within two weeks. The product may also be delivered on request, the delivery costs of which shall be borne by the Buyer.
16. Costs in the event of exercising the right of withdrawal
- If the Buyer exercises his right of withdrawal, not more than the costs for returning the product shall be for his account.
- If the Buyer has paid an amount, RDM Parts shall refund this amount as soon as possible, but no later than within 14 days after withdrawal. If the Buyer returns a product, RDM Parts will refund the amount once the product has been received.
- In case of a refund, RDM Parts will use the same means of payment as used by the Buyer, unless the Buyer has agreed to a different means of payment. If the Buyer indicates that RDM Parts shall use a different means of payment, any additional costs shall be charged to the Buyer.
17. Down payment; Non-payment or late payment
- In the event of non-payment, late payment or incomplete payment by the Buyer, the Buyer shall owe the statutory interest on the outstanding amount, to be calculated from the date on which payment should have been made at the latest until the date of full payment, whereby a month that has commenced shall be counted as a full month.
- If the Buyer has requested a deferral of payment, this shall be requested in writing. Before the Buyer wants to purchase products and services with a deferral of payment, the Buyer must agree to the General Terms and Conditions of RDM Parts.
- If the Buyer fails or defaults to meet its obligations (in time), all reasonable costs incurred to obtain an out-of-court settlement shall be at the expense of the Buyer. The extrajudicial costs are calculated according to the Statutory Graduated Scale of Extrajudicial Collection Costs (BIK).
18. Defects and Time Limits for Complaints
- The Buyer is obliged to carefully inspect the products (or have them inspected) immediately upon receipt.
- Complaints by the Buyer relating to defects in the product or the delivery and that are visible on the outside, must be notified by the Buyer to RDM Parts within two months after delivery (or within two months after the invoice date if the products were not (or could not be) delivered to the Buyer.
- The report must contain as detailed a description as possible of the defect, allowing RDM Parts to respond adequately. Buyer shall afford RDM Parts the opportunity to investigate a complaint or have this investigated.
- If a complaint is valid in the opinion of RDM Parts, RDM Parts will repair and/or deliver the Products as agreed upon, unless it has meanwhile been demonstrated that this is ineffectual to the Buyer. In that case, the Buyer must communicate this in writing in advance. If delivery or repair of the products is no longer possible or purposeful, RDM Parts shall only be liable within the limits of article 9.
- If a defect is reported at a later stage, the Buyer shall no longer be entitled to repair, replacement or compensation.
In derogation from article 12, is a Consumer entitled to submit a dispute to the court that is competent by law.