General Terms of Delivery and Payment
Bike Butler B.V.
HJE Wenckebackweg 161
1096 AM Amsterdam
Chamber of Commerce Amsterdam: 34.31.85.73
Note: Bike Butler supplies goods (and services) exclusively to businesses (retailers). Consumers are explicitly excluded from any delivery.
Article 1: APPLICABILITY
1. 1. These terms and conditions apply to all offers and agreements of purchase and sale by Bike Butler B.V., hereinafter referred to as "the Butler," headquartered in Amsterdam.
2. The purchaser or client is hereinafter referred to as "the buyer."
3. Deviating terms and conditions shall only form part of the agreement if explicitly agreed upon in writing by both parties.
4. "In writing" also includes email, fax, or any other communication method that, considering current technological standards and social norms, is equivalent.
5. Acceptance and retention by the buyer of a quotation or order confirmation referencing these terms and conditions shall be deemed acceptance of their applicability without objection.
6. The invalidity or non-applicability of any provision of these terms shall not affect the validity of the remaining provisions.
Article 2: AGREEMENTS
1. Agreements become binding only after written confirmation by the Butler.
2. Oral agreements bind the Butler only after written confirmation or once the Butler has commenced execution with the buyer's consent.
3. Amendments or additions to the terms or agreements are binding only after written confirmation by the Butler..
4. Each order and delivery is a standalone transaction. The Butler reserves the right to refuse or discontinue deliveries at any time without stating reasons. If a continuing relationship exists, the Butler may terminate it immediately.
Article 3: OFFERS
1. All offers, quotations, price lists, and delivery times from the Butler are non-binding unless a specific acceptance period is stated. If the buyer accepts a non-binding offer, the Butler may revoke it within 5 business days after receiving the acceptance.
2. All prices are exclusive of VAT and any additional costs such as transportation, shipping, administration, and third-party charges unless expressly agreed otherwise.
3. Offers and prices do not automatically apply to reorder deliveries.
4. Samples, brochures, drawings, models, descriptions of color, dimensions, weight, or other specifications are indicative only and do not create rights.
5. Such materials remain the Butler's property and must be returned on first request at the buyer's expense; they may not be copied or shown to third parties without prior written consent.
5. If cost-increasing circumstances arise between agreement and delivery due to legislation, currency fluctuations, or price changes, the Butler may pass these costs on to the buyer.
Article 4: THIRD-PARTY INVOLVEMENT
The Butler may engage third parties to perform parts of the agreement if necessary for proper execution.
Article 5: DELIVERY, TERMS, AND PROGRESS
1. Delivery terms are indicative and not fatal deadlines unless expressly agreed in writing. The Butler must be given written notice of default and a reasonable extension to fulfill the obligations.
2. Partial deliveries are considered separate transactions and invoiced accordingly.
3. Risk transfers to the buyer at the moment the goods leave the Butler's premises or when the buyer is notified the goods are ready for pickup.
4. Transport is arranged by the Butler at the buyer's expense and risk unless agreed otherwise; the Butler is not liable for transport damage.
5. If delivery is impossible due to reasons attributable to the buyer, the Butler may store the goods at the buyer's expense and risk, informing the buyer accordingly..
6. If the buyer fails to take delivery within one month, they are in default, and the Butler may terminate the agreement immediately, sell the goods to third parties, and claim damages.
7. The buyer remains obliged to pay the agreed price and any storage or related costs.
8. Delivery will only commence after all necessary data is provided and agreed payments are received; delivery times may be extended accordingly.
9. Extra costs due to causes beyond the Butler's control may be charged to the buyer.
10. All costs incurred at the buyer's request are payable by the buyer unless otherwise agreed in writing.
Article 6: PACKAGING
1. Non-single-use packaging remains the Butler’s property and must be used only for its intended purpose.
2. The Butler may charge a deposit for packaging, refundable upon timely return.
3. Damaged, incomplete, or lost packaging forfeits the right to a refund.
4. Packaging deemed non-returnable will be charged at cost price and not accepted back.
5. Single-use packaging is not taken back; disposal costs are for the buyer.
Article 7: COMPLAINTS AND RETURNS
1. The buyer must inspect goods immediately upon receipt. Visible defects must be noted on delivery documents and reported within 24 hours, followed by written confirmation.
2. Other complaints must be reported in writing within the agreed warranty period or, if none is agreed, within one year after delivery.
3. Complaints do not suspend the buyer’s payment obligations.
4. The Butler must be given the opportunity to inspect complaints; returns require prior approval and occur at the buyer's risk and expense.
5. Returned goods must be in original packaging and condition.
6. No complaints for changes or processing after delivery.
7. If justified, complaints will be resolved as per Article 9.I
Article 8: LIABILITY AND WARRANTY
1. Bike Butler performs with reasonable care but accepts no liability for damages, including death, injury, consequential damages, business interruption, lost profits, except in cases of intent or gross negligence.
2. Liability is limited to the net invoice amount of the delivered goods or services.
3. Liability never exceeds insurance coverage limits.
4. Bike Butler guarantees normal quality but not specific durability.
5. Visible defects present at delivery will be repaired or replaced free of charge at the Butler’s discretion.
6. Claims must be made within one month after discovery.
7. Manufacturer warranties apply to the extent granted by the manufacturer.
8. Warranty rights are void if damage results from misuse, improper storage, incorrect data or instructions from the buyer, or unauthorized repairs.
Article 9: PAYMENT
1. Payments must be made in advance unless otherwise agreed in writing.
2. If post-delivery payment is allowed, payment is due within 7 days unless agreed otherwise.
3. The buyer authorizes automatic debit according to SEPA business rules unless agreed otherwise.
4. Late payments incur 2% monthly interest, 2% monthly credit surcharge, a minimum collection fee of €75, and €20 administration fee per reminder.
5. Bike Butler may suspend delivery or dissolve the agreement in case of non-payment without court intervention.
6. Payments are first applied to interest and costs, then oldest invoices.
7. Set-off rights by the buyer are excluded, even in bankruptcy or suspension of payments.
Article 10: RETENTION OF TITLE
1. Ownership of goods remains with the Butler until full payment of all amounts owed, including damages and interest.
2. Goods under retention of title may only be resold within the normal course of business.
3. If the Butler exercises the retention of title, the agreement is terminated without court intervention.
4. The buyer must notify the Butler immediately if third parties claim rights on goods under retention of title.
5. For non-individualized goods, the oldest stock is considered sold first.
6. Goods under retention of title may not be pledged or given as security.
7. The buyer must properly store and insure the goods until full payment.
Article 11: INSOLVENCY AND INCAPACITY
The agreement is immediately dissolved without court intervention upon bankruptcy, suspension of payments, attachment, or loss of disposal rights, unless obligations are acknowledged by the receiver.
Article 12: FORCE MAJEURE
1. Bike Butler may suspend or dissolve the agreement without liability in case of force majeure affecting either party.
2. Force majeure includes war, riots, government measures, strikes, disruptions, natural disasters, transport issues, and similar circumstances beyond control.
3. Partial fulfillment obligations remain unless the entire agreement is suspended or dissolved.
Article 13: TERMINATION, CANCELLATION, AND SUSPENSION
1. The buyer waives rights to dissolve the agreement based on statutory provisions except mandatory laws.
2. Cancellation means termination before execution starts; termination means after execution has started.
3. Cancellation or termination by the buyer entitles the Butler to compensation between 20% and 100% of the agreed price, including costs and lost profits.
4. Buyer indemnifies the Butler against claims from third parties related to cancellation or termination.
5. Paid amounts are non-refundable.
Artikel 14: TOEPASSELIJK RECHT/BEVOEGDE RECHTER
Opgemaakt dd. 1 juni 2014
