General terms and conditions

1.        Definitions

In these general terms and conditions, the following definitions apply:

·        "Company": Burton Car Company, located at Zweedsestraat 4, 7202 CK Zutphen, registered with the Chamber of Commerce under number 08069165.

·        “Customer": the (Wholesale) customer who places an order via the Company's webshop.

·        "Webshop": the online store of the Company, accessible via www.burton2cvparts.com.

·        "Wholesale Customer": a customer who purchases products for resale or other business purposes, and not for personal use.

·        "Agreement": the agreement between the Company and the Customer that arises from placing an order via the webshop or through another written agreement.

·        "Shipping Costs": the costs of shipping products from the Company to the (Wholesale) customer.

·        "Return Costs": the costs of returning products from the Customer to the Company.

 

2.        Applicability

2.1

These general terms and conditions apply to all offers, orders, and agreements made via the Company's webshop or otherwise, both for Private Customers and Wholesale Customers.

2.2

In addition to these general terms and conditions, additional terms may apply to Wholesale Customers, which can be agreed upon in writing between the parties.

2.3

Oral commitments by the Company are not binding unless confirmed in writing by the Company.

2.4

The general terms and conditions of the (Wholesale) Customer do not apply unless and to the extent that the Company has explicitly and in writing agreed to those terms.

 

3.        Offers

3.1

A written offer from the Company is open for acceptance for the period stated in the offer.

3.2

All offers, in whatever form made, including those concerning prices and quotations found in price lists, advertisements, letters, the internet, and so on, are always non-binding, including VAT, and subject to availability.

3.3

If the (Wholesale) Customer places an order without a prior offer from the Company, an agreement will only be formed if the Company accepts the order in writing within 14 days of receipt. After this acceptance, the Company will deliver the ordered item to the Customer.

3.4

The Company is entitled to pass on price increases and cost increases to the (Wholesale) Customer.

3.5

Descriptions regarding dimensions, capacity, performance, or results provided by the Company in images, catalogs, manuals, drawings, or in any other way are indicative only and do not necessarily reflect the specifications of the products to be delivered.

3.6

The shipping of products is carried out through various logistics service providers, and the Company applies the corresponding shipping rates.

 

4.        Delivery Time

4.1

The delivery times provided by the Company are never to be considered as strict deadlines, unless explicitly agreed otherwise. The Company will fulfill its obligation to deliver the product within 30 calendar days. If this deadline is not met, the (Wholesale) Customer has the right to return the product. Both the shipping costs and return costs will be borne by the Company in such cases.

 

5.        Delivery

5.1

Delivery of the products will take place, unless otherwise agreed, from the Company's warehouse, or if delivery is made by a third party, from the warehouse of that third party.

5.2

The risk for the products is the responsibility of the (Wholesale) Customer from the moment the products leave the Company, or if delivery is made by a third party, from the moment the products leave the third party's premises.

5.3

Unless agreed otherwise in writing, the (Wholesale) Customer must collect or arrange for the collection of the products promptly (within a period specified by the Company) after the Company has informed the (Wholesale) Customer that the products are ready for delivery. The (Wholesale) Customer is responsible for loading, unloading, and transporting the products (including any insurance thereof), even if the transport is arranged by the Company at the request of the (Wholesale) Customer for payment.

5.4

If the (Wholesale) Customer does not collect the products promptly (as stated in clause 5.3) or is negligent in providing the information or instructions necessary for delivery, the Customer will be in default, and the products will be stored at the Customer's expense and risk. In this case, the (Wholesale) Customer will be liable for all additional costs, including but not limited to storage fees, to the Company.

5.5

The Customer (consumer) has the right to return the delivered items within 14 days, known as the cooling-off period. The shipping costs and return costs are the responsibility of the Customer. The Company will refund the purchase price, excluding shipping costs, to the specified bank account within 30 days.

5.6

The provisions in Article 5.5 only apply if no special conditions have been set for the delivery, such as in the case of custom-made products. The provisions in Article 5.5 do not apply to Wholesale Customers.

 

6.        Force Majeure

6.1

If the Company's performance of its obligations is prevented by a circumstance beyond the Company's control (force majeure), the Company's obligations will be suspended, and the (Wholesale) Customer will be notified in writing. If the period during which fulfillment of the obligations is not possible due to force majeure exceeds 30 calendar days, the (Wholesale) Customer is entitled to terminate the agreement without judicial intervention, without any obligation on the part of the Company to compensate the (Wholesale) Customer for any damages. Early termination is only possible if the party wishing to terminate can prove that, in light of reasonableness and fairness, early termination is justified. The so-called cooling-off period is included in this 30-day period.

6.2

If the Company has already partially fulfilled its obligations when force majeure occurs, or is only able to partially fulfill its obligations, the Company is entitled to invoice the completed or to be completed part of the delivery separately, and the (Wholesale) Customer is required to pay this invoice as if it were a separate agreement.

6.3

Force majeure as defined in this article includes, but is not limited to, strikes, lack of raw materials, delays, and transport issues with the Company’s suppliers or with the Company itself.

6.4

The Company also has the right to invoke force majeure if the circumstance preventing (further) fulfillment arises after the Company was supposed to meet its obligation.

 

7.        Retention of Title

7.1

The Company retains ownership of all products delivered and to be delivered to the (Wholesale) Customer until the purchase price, including shipping costs, for all these products has been fully paid.
If the Company also performs work for the (Wholesale) Customer under these agreements, the retention of title will apply until these claims have been fully satisfied, as well as any claims the Company may have against the (Wholesale) Customer due to a failure to meet any of its obligations.

7.2

As long as the ownership of the delivered products has not passed to the (Wholesale) Customer, the Customer may not pledge the products or grant any third party any rights over them.

7.3

On the delivered and to be delivered products, which have passed into the (Wholesale) Customer's ownership upon payment and are still in their possession, the Company retains a non-possessory pledge right as referred to in Article 3:237 of the Dutch Civil Code with respect to the claims the Company has or will have against its relation, except for the claims referred to in Article 7.1.

7.4

The (Wholesale) Customer is required to carefully store the products delivered under retention of title and keep them recognizable as the property of the Company. The (Wholesale) Customer is also required to insure these products against fire, explosion, aircraft, storm, frost, and water damage, as well as against theft and embezzlement. The (Wholesale) Customer must provide the Company with the insurance policies for inspection upon request. Any claims arising from these insurances will, upon request, be pledged to the Company in accordance with Article 3:239 of the Dutch Civil Code, as additional security for the Company's claims against the (Wholesale) Customer.

7.5

If third parties wish to establish or assert any rights on the products delivered under retention of title, the (Wholesale) Customer is required to inform the Company as soon as reasonably expected. The (Wholesale) Customer is obliged to cooperate within reasonable limits with any measures the Company wishes to take to protect its ownership rights concerning the delivered products.

7.6

The (Wholesale) Customer undertakes to pledge to the Company, upon first request, the claims they obtain against their customers regarding resold products covered by the retention of title, in accordance with Article 3:239 of the Dutch Civil Code, as additional security for the Company's claims, for any reason, against the (Wholesale) Customer. The other party is only permitted to pledge claims against its customers to others with prior written consent from the Company.

7.7

If the (Wholesale) Customer fails to fulfill their payment obligations, or if the Company has good reason to fear that the Customer will fail to fulfill these obligations, the Company is entitled to reclaim the products delivered under retention of title. The (Wholesale) Customer is required to cooperate fully in the return of the products, under penalty of a fine of 10% of the amount owed, with a minimum of €250.

 

8. Warranty

8.1

The Company is only responsible for the quality of the products in the condition they are in at the time of delivery and only guarantees that the products possess the characteristics necessary for normal use.

8.2

The Company provides a one-year warranty on the products it delivers, starting from the date of purchase or order.

8.3

The warranty entails that the Company will replace the products upon receipt of the returned items. The warranty does not obligate the Company to reimburse shipping costs and/or invoice amounts.

8.4

The warranty is only valid if the client has fulfilled all of their obligations towards the Company.

8.5

The warranty on products expires, regardless of the warranty period, as soon as the products have been incorporated into other products.

 

9.        Complaints

9.1

Upon delivery, the (Wholesale) Customer must inspect the products for visible defects. Visible defects must be reported to the Company within 14 working days after delivery. Non-visible defects must also be reported within 14 working days of discovery. Any claims for compensation for damages, for whatever reason, will expire 1 year after delivery.

9.2

All complaints must be reported in writing.

9.3

The burden of proof that the delivered products do not conform to the agreement rests with the (Wholesale) Customer. The (Wholesale) Customer is required to allow the Company, under conditions determined by the Company, the opportunity to have the complaint investigated by an independent expert. The decision of this expert will be binding for both parties. If the complaint is found to be unfounded, the investigation costs will be borne by the (Wholesale) Customer; if the complaint is found to be valid, the costs will be borne by the Company.

9.4

The right to make a complaint is void if the defect or damage is a result of improper handling, defective maintenance, or incorrect assembly of the products by the (Wholesale) Customer.

9.5

Items may only be returned with prior written consent from the Company.

9.6

Complaints regarding invoices must be submitted to the Company within 14 days from the invoice date.

9.7

Even if the (Wholesale) Customer makes a complaint in a timely manner, their obligation to pay and accept the goods remains.

 

10.    Cooperation

10.1

The (Wholesale) Customer will always provide timely cooperation, data, and information that the Company deems necessary in order to carry out the agreed work and/or deliver the products.

 

11.    Liability

11.1

The liability of the Company for an attributable failure to fulfill its obligations under the agreement or due to an unlawful act is limited to the purchase price charged for the defective product, or the amount charged for the relevant service. Compensation for damage in the case of defective delivery can only occur if, in the Company's judgment, the defective products cannot be replaced or repaired.

11.2

Contrary to 11.1, the liability for lost profits, damages from delays, and/or damage due to a delay in delivery is excluded.

11.3

Products handed over to the Company for inspection, repair, or processing remain at the (Wholesale) Customer's risk, even if the Company transports the products to another factory or workshop.

11.4

The limitations of liability in the previous sections do not apply if the damage is a result of intent or gross negligence by the Company or its executives and/or subordinates.

11.5

Unless a different period has been agreed in writing, any liability for compensation of damages, for whatever reason, expires 1 year after delivery.

11.6

The Company accepts no liability for any damage to items given for repair, if such damage is due to the condition of the product at the time it was taken into repair by the Company. If such a case occurs, the Company is entitled to terminate the agreement, without prejudice to its right to compensation for costs incurred, loss of profit, and any further damages suffered by the Company.

11.7

The (Wholesale) Customer is obligated to indemnify and hold the Company harmless for all costs and damages the Company may incur in relation to or caused by products given to the Company for repair, unless the product is so severely damaged that it is irreparable.

 

12.    Replaced Materials

12.1

If the Company replaces materials during the repair of products, the Company is only required to return the replaced materials to the (Wholesale) Customer if the Customer explicitly requested this when placing the order, and the material has not been destroyed. The Company is never obligated to provide compensation for replaced materials that it is not required to return.

 

13.    Payment

13.1

The payment of invoice amounts must be made at the time of product collection by the (Wholesale) Customer, in the agreed currency, either in cash, by debit card, or by bank transfer to the bank account number indicated on the invoice. In the latter case, the amount must be credited to the Company's bank account before collection, unless the Company has indicated a different method of payment, such as cash on delivery. The date of payment is considered to be the date the payment is received in cash or credited to the bank account.

13.2

After the payment term has expired, the (Wholesale) Customer is in default and will owe interest from that date at the statutory interest rate set by the Dutch Central Bank, plus 2% administration fees.

13.3

If the (Wholesale) Customer fails to fulfill one or more of their obligations, all reasonable costs incurred to obtain fulfillment will be borne by the Customer, including legal and extrajudicial costs. These costs will include, at a minimum, the fees for collection agencies, bailiffs, and lawyers, as established by the Dutch Bar Association's General Council, with a minimum of €150. If the Company can prove higher costs that were reasonably necessary, these costs will also be reimbursed.

13.4

Payments made by the (Wholesale) Customer will always be applied first to settle any interest and costs owed, second to the oldest outstanding invoices, even if the (Wholesale) Customer specifies that the payment relates to a later invoice.

13.5

If the (Wholesale) Customer has good reason to fear that they will not be able to meet their obligations under the agreement, the Company is entitled, before performing further actions, to require sufficient security or full or partial prepayment.

 

14.    Termination and Suspension

14.1

If any of the following circumstances occur, the Company is entitled to suspend the (further) performance of the agreement or to terminate the agreement, without prejudice to the Company’s right to claim replacement or additional damages:

·        If a seizure is made on the property of the (Wholesale) Customer, or if the (Wholesale) Customer is granted a deferment of payment, or their bankruptcy is declared, or

·        If the (Wholesale) Customer fails to fulfill one or more of their obligations towards the Company, or

·        If the Company has good reason to fear that the (Wholesale) Customer will not be able to fulfill their obligations under the agreement, and, in the reasonable judgment of the Company, they do not provide sufficient security for the performance of these obligations.

14.2

If any of the circumstances mentioned in 14.1 occur, the Company is entitled to determine that all amounts owed to the Company by the (Wholesale) Customer will be immediately due and payable.

14.3

If unforeseen circumstances arise, such as with regard to persons and/or products the Company uses or is accustomed to using in the performance of the agreement, that make the performance of the agreement impossible or so difficult and/or disproportionately expensive that compliance with the agreement can no longer reasonably be expected from the Company, the Company is entitled to terminate the agreement without being required to pay any damages.

 

15. Applicable Law

15.1

Dutch law applies to all offers and agreements between the Company and the (Wholesale) Customer.

 

16. Disputes

16.1

If a dispute arises regarding the agreement, the Company and the (Wholesale) Customer are required to attempt to resolve the dispute through negotiations before taking the matter to a civil court.

16.2

In such cases, both parties agree to submit to the jurisdiction of the courts in Zutphen.