TrailerPartsPlaza

General conditions

TrailerPartsPlaza B.V.
Apolloweg 16
8239 DA Lelystad

Registered with the Chamber of Commerce and Factories for Gooi-, Eem- and Flevoland under number 08135911

Article 1. General

In these general terms and conditions, the following definitions shall apply: TrailerPartsPlaza: the private company with limited liability TrailerPartsPlaza B.V., established in (8239 DA) Lelystad at Apolloweg 16. Buyer: any natural or legal person acting in the exercise of a business or profession and who is in a contractual relationship with TrailerPartsPlaza pursuant to a purchase agreement concluded with TrailerPartsPlaza, or any other type of agreement. In particular, buyer is also understood to mean the person on whose instructions and for whose account goods and/or services are delivered by TrailerPartsPlaza.

Article 2. Applicability

1. These general terms and conditions apply to all offers made by TrailerPartsPlaza and to all agreements entered into by TrailerPartsPlaza, however named. In particular, these general conditions also apply to agreements entered into by TrailerPartsPlaza for the delivery of goods and services to buyers.
2. The provisions of these general terms and conditions may be deviated from only if and to the extent expressly agreed in writing.
3. If the buyer also refers to (his) general terms and conditions, those general terms and conditions shall expressly not apply.
4. Where these general terms and conditions refer to “delivery (of goods)”, this also includes the performance of services and work of any kind.

Article 3. Quotations / Order confirmations

1. Quotes from TrailerPartsPlaza are without obligation and expire no later than 30 (thirty) days from the date of the quote.
2. All quotations by TrailerPartsPlaza are to be regarded as invitations to the potential buyer to make an offer. TrailerPartsPlaza’s offers are therefore not binding in any way, unless the offer itself expressly and unambiguously states the contrary. An order given to TrailerPartsPlaza constitutes an offer by the potential buyer, which offer is deemed to have been accepted by TrailerPartsPlaza only after written confirmation by TrailerPartsPlaza.
3. TrailerPartsPlaza is only bound by its offer if its acceptance is confirmed in writing by the potential buyer within 30 (thirty) days. The prices stated in an offer or order confirmation are exclusive of VAT, unless otherwise stated.
4. Notwithstanding the provisions of Article 6:225(2) of the Civil Code, TrailerPartsPlaza is not bound by deviations from TrailerPartsPlaza’s quotation or order confirmation that occur in the potential buyer’s acceptance.
5. Delivery times and other times mentioned in quotations or order confirmations by TrailerPartsPlaza for services to be performed by TrailerPartsPlaza are global and informative only. Exceeding them does not entitle the potential buyer to compensation or dissolution of the agreement entered into with TrailerPartsPlaza.

Article 4. Prices

1. All TrailerPartsPlaza prices are exclusive of sales tax, and unless expressly agreed otherwise in writing, exclusive of packaging, transportation and other costs.
2. The prices stated in quotations, order confirmations and agreements are based on the cost factors applicable at the time the agreement was made, such as currency costs, manufacturer’s prices, raw material and material prices, wage and transport costs, insurance premiums, taxes, import duties and other government levies.
3. TrailerPartsPlaza reserves the right, if after the date on which the agreement between TrailerPartsPlaza and the buyer is established, but before the day of delivery, increases in one or more of the aforementioned cost factors occur, to charge these increases to the buyer. TrailerPartsPlaza is further entitled in such a case to declare the agreement wholly or partially dissolved, without judicial intervention being required.
4. If the price increase exceeds 10% (ten percent), the buyer has the right to rescind the agreement.

Article 5. Delivery and delivery times

1. The delivery times given by TrailerPartsPlaza commence on the day on which the agreement with the buyer is concluded, provided that all the information TrailerPartsPlaza needs to execute the order is in its possession. The delivery times given by TrailerPartsPlaza are always approximate and are never deadlines, unless expressly agreed otherwise in the relevant agreement.
2. In case – contrary to the provisions of paragraph 1 – a penalty for exceeding the delivery time has been expressly agreed upon in the individual agreement, it shall not be due if the exceeding of the delivery time is due to the cases of force majeure mentioned in Article 14 of these General Terms and Conditions.
3. In the event of late delivery, the Buyer must give TrailerPartsPlaza written notice of default and give TrailerPartsPlaza a reasonable period in which to still fulfill its obligations.
4. Unless otherwise agreed, delivery shall be made from the factory. Where one of the ‘Incoterms’ has been agreed upon as the delivery condition, the Incoterms in force at the time of the conclusion of the agreement shall apply.
5. Buyer is obliged to take delivery of the purchased goods at the time they are delivered to him, or at the time they are made available to him according to the agreement.
6. If buyer refuses to take delivery or is negligent in providing information or instructions necessary for delivery, the goods will be stored at buyer’s risk. Purchaser shall in that case be liable for all additional costs, including in any case storage costs.

Article 6. Partial deliveries

TrailerPartsPlaza is permitted to deliver sold goods in parts. This does not apply if a partial delivery has no independent value. If the goods are delivered in parts, TrailerPartsPlaza is entitled to invoice each part separately.

Article 7. Samples, models and examples

If TrailerPartsPlaza has shown or provided a model, sample or example, it is assumed to have been shown or provided only by way of indication: the qualities of goods to be delivered may deviate from the sample, model or example, unless it was expressly stated that delivery would be made in accordance with the sample, model or example shown or provided.

Article 8. Dissolution of the agreement

1. An agreement between TrailerPartsPlaza and buyer can be dissolved immediately in the following cases:
   • If after the conclusion of the agreement TrailerPartsPlaza learns of circumstances that give it good reason to fear that the buyer will not fulfill his obligations;
   • If TrailerPartsPlaza asked the buyer at the conclusion of the agreement to provide security for performance and this security is not provided, or is insufficient despite demand;
   • In said cases, TrailerPartsPlaza is authorized to suspend further execution of the agreement, or to dissolve the agreement, without prejudice to the Buyer’s right to claim damages.
2. If circumstances arise involving persons and/or materials that TrailerPartsPlaza uses or tends to use in the execution of the agreement, which are of such a nature that the execution of the agreement becomes impossible or so difficult and/or disproportionately expensive that compliance with the agreement can no longer reasonably be required, TrailerPartsPlaza is entitled to dissolve the agreement.

Article 9. Warranty

1. TrailerPartsPlaza guarantees that the goods it delivers are free of design, material and manufacturing defects for a period as stated on the quotation, order confirmation, delivery documents, or the invoice relating to the delivered goods.
2. If the case has a design, material or manufacturing defect, the buyer is entitled to have the case repaired. TrailerPartsPlaza may, however, choose to replace the case if repair encounters objections. Buyer is entitled to replacement only if repair of the case is not possible.
3. The warranty does not apply if damage is the result of improper handling or failure by the buyer to follow instructions correctly.
4. If the warranty concerns a product manufactured by a third party, the warranty is limited to the warranty given by the relevant manufacturer for that product.
5. The Buyer cannot derive any rights from the warranty provisions mentioned in this article, as long as full payment, in accordance with TrailerPartsPlaza’s invoice, of the delivered goods has not taken place.
6. Complaints by the buyer, relating to defects in delivered goods that are externally visible, must be notified to TrailerPartsPlaza by the buyer within eight days of delivery. Notification should be made by registered letter containing a clear and accurate description of the complaint and specifying the invoice, with which the relevant goods were invoiced.
7. Defects that were not externally observable at the time of delivery, nor could have become apparent upon careful and timely inspection, must be brought to TrailerPartsPlaza’s attention by the buyer within eight days of these defects coming to light, in the manner mentioned in paragraph 6.
8. Any buyer’s right of action against TrailerPartsPlaza relating to delivered goods lapses if:
   • The defects have not been brought to TrailerPartsPlaza’s attention within the periods set forth in paragraphs 6. and 7. and/or in the manner designated therein;
   • Buyer fails to cooperate or insufficiently cooperates with TrailerPartsPlaza regarding an investigation into the merits of the complaints;
   • Buyer has not properly set up, handled, used, stored or maintained the items;
   • The application of the use of the items with respect to which the complaints were made by the buyer shall be continued;
   • The warranty period specified in the individual agreement has expired or, in the absence of such a period, the complaints are only expressed after a period of more than 12 months has elapsed since the delivery time.

Article 10. Liability

1. The Buyer can never assert warranty claims against TrailerPartsPlaza beyond the warranty obligations assumed by third parties (such as manufacturers) of the delivered goods towards TrailerPartsPlaza.
2. TrailerPartsPlaza is liable to the buyer exclusively in the following manner:
   • For damages resulting from defects in delivered items, only the liability as regulated in Article 9 (Warranty) of these General Terms and Conditions shall apply;
   • TrailerPartsPlaza’s liability is at all times limited to the amount paid by TrailerPartsPlaza’s insurer in a given case;
   • TrailerPartsPlaza’s liability for goods delivered by it and manufactured by a third party is limited to the liability accepted by the relevant manufacturer to TrailerPartsPlaza for that product.
3. In the event of a complaint, if TrailerPartsPlaza determines that the complaint is well-founded and TrailerPartsPlaza is also liable as referred to in this article, TrailerPartsPlaza is obliged, at TrailerPartsPlaza’s discretion, to:
   • Cost-free repair of defects;
   • Delivery of replacement items, or parts, upon return of the defective items, or parts;
   • Refund of the purchase price received or credit of the invoice sent to the buyer with dissolution of the agreement without judicial intervention, all insofar as the purchase price, the invoice and the agreement relate to the defective goods delivered;
   • An indemnity to be paid by agreement with the buyer in a form other than that referred to in subsections a. to c. above.
4. Subject to any obligations under the above, TrailerPartsPlaza is never obliged to pay any compensation to the buyer and others, unless there is intent or gross negligence on the part of TrailerPartsPlaza.

Article 11. Retention of title and security

1. Matters delivered by TrailerPartsPlaza remain TrailerPartsPlaza’s property until full payment of all that the buyer owes TrailerPartsPlaza in connection with or arising from the goods delivered by TrailerPartsPlaza. If TrailerPartsPlaza deems it necessary, TrailerPartsPlaza is entitled to demand security from the buyer regarding fulfilment of his obligations.
2. Items delivered by TrailerPartsPlaza, which are subject to retention of title pursuant to paragraph 1, may be sold on by the buyer only in the context of normal business operations. In such cases, the Buyer shall be obliged to immediately transfer the funds obtained to TrailerPartsPlaza, or, if not sold on for cash, to immediately transfer the obtained claims to TrailerPartsPlaza.
3. Buyer is not authorized to pledge or otherwise encumber the items subject to retention of title.
4. TrailerPartsPlaza is at all times entitled to take possession of the goods that are in the possession of the Buyer (or third parties), but belong to TrailerPartsPlaza, as soon as TrailerPartsPlaza can reasonably assume that there is a realistic chance that the Buyer will not fulfill its obligations. The buyer hereby unconditionally and irrevocably authorizes TrailerPartsPlaza or a third party to be appointed by it, in all cases in which TrailerPartsPlaza wishes to exercise its property rights, to enter all those places where TrailerPartsPlaza’s property will be located and to take possession of these goods.
5. If third parties seize the goods delivered under retention of title, or wish to establish or assert rights to them, the buyer is obliged to inform TrailerPartsPlaza as soon as may reasonably be expected.
6. The Buyer undertakes to insure and keep insured the goods delivered under retention of title against fire and water damage, as well as theft, and to submit the policy of this insurance to TrailerPartsPlaza for inspection on first request.

Article 12. Payment

1. Payment must be made without any deduction, discount or setoff in Dutch currency within 14 (fourteen) days of the invoice date, unless otherwise agreed, by transfer to the bank account indicated on the invoice. The day of crediting TrailerPartsPlaza’s bank or giro account is considered the day of payment.
2. If the Buyer fails to make full payment on time, TrailerPartsPlaza, after giving the Buyer at least one reminder to pay, is entitled, without further notice of default and without prejudice to TrailerPartsPlaza’s other rights, to charge the Buyer statutory interest from the due date until the date of full payment.
3. If and as soon as the Buyer is in default, TrailerPartsPlaza is entitled, if and insofar as there is sufficient connection to the Buyer’s non-compliance, to suspend fulfillment of all its (TrailerPartsPlaza) obligations to the Buyer, without prejudice to all TrailerPartsPlaza rights as derived from Dutch law.
4. In the event of buyer’s liquidation, bankruptcy or suspension of payment, TrailerPartsPlaza’s claims and buyer’s obligations to TrailerPartsPlaza will be immediately due and payable.
5. Payments made by the buyer always serve first to settle all interest and costs due, and secondly to settle due invoices that have been outstanding the longest, even if the buyer states that the payment relates to a later invoice.
6. All extrajudicial costs incurred by TrailerPartsPlaza in connection with the collection of a claim against the buyer shall be borne by the buyer.

Article 13. Collection Costs

All costs incurred by TrailerPartsPlaza in connection with legal proceedings against the Buyer shall be borne by the Buyer, even to the extent that these costs exceed the court cost order, unless TrailerPartsPlaza is ordered to pay the costs as the losing party.

Article 14. Force Majeure

1. Force majeure in these general conditions means, in addition to what is understood in the law and jurisprudence, all external causes, foreseen or unforeseen, which TrailerPartsPlaza can not influence, but through which TrailerPartsPlaza is unable to fulfill its obligations, including strikes in the TrailerPartsPlaza company.
2. During force majeure, the delivery and other obligations of TrailerPartsPlaza are suspended. If the period in which fulfilment of the obligations by TrailerPartsPlaza is not possible due to force majeure lasts longer than three months, both parties are entitled to dissolve the agreement, without there being any obligation to compensation in this case.
3. If TrailerPartsPlaza has already partially fulfilled its obligations when force majeure arises, or can only partially fulfil its obligations, it is entitled to invoice the part already delivered or the deliverable part separately and the buyer is obliged to pay this invoice as if it were a separate contract. However, this does not apply if the part already delivered or deliverable part has no independent value.

Article 15. Choice of law and forum.

1. All agreements between TrailerPartsPlaza and the buyer are governed exclusively by Dutch law.
2. Disputes that do not fall under the jurisdiction of the district court are submitted to the competent court in the place where TrailerPartsPlaza is located.

Article 16. Amendment and location of these general terms and conditions

These terms and conditions have been filed at the office of the Chamber of Commerce and Industry Gooi-, Eem- and Flevoland. The most recently filed version or the version valid at the time the present transaction was concluded always applies.

TrailerPartsPlaza BV Apolloweg16
8239 DA Lelystad
0320257009 info@trailerpartsplaza.com