General terms and conditions of Mo-Tech Industries BV with its registered office in Wijchen , as filed with the Chamber of Commerce in Arnhem on 17-04-2013, under number 57749922 .
Applicable is always the last deposited version or the version that applied at the time of the conclusion of the present assignment.
1. Mo-Tech Industries BV , hereinafter referred to as Mo-Tech, is engaged in the running of an enterprise in the field of; the development, production, handling and operation of bicycles, in particular custom bicycles, and related bicycle parts and accessories; as well as the development, production, trade in and exploitation of (protective or non-protective) workwear - especially for defense and law enforcement and related accessories, including the import and export of necessary goods and the performance of service activities with relation to the above.
2. Mo-Tech is a trade name. Mo-Tech is engaged in assignments and deliveries of the aforementioned goods and services to both the consumer and the business market.
In these General Terms and Conditions (hereinafter: Conditions):
Customer : every natural person or legal entity who contacts Mo-Tech about the conclusion of an agreement;
Business customer : a Buyer who purchases Products from Mo-tech for business or professional use;
Agreement : every agreement that is made between Mo-Tech and the Buyer, any change thereto or addition thereto, as well as all (legal) acts in preparation and in execution of that Agreement;
Products : Bicycles, bicycle parts and accessories; company clothing in the broadest sense of the word and related matters together ;
Documentation : the documentation and manuals provided by or on behalf of Mo-Tech for Bicycles and / or Clothing and Accessories for use by the Customer ;
Services : the services to be provided by or on behalf of Mo-Tech whether or not related to Products, including maintenance, repair, clinics (workshops), as specified in an Agreement;
Order : every order from the Customer to Mo-Tech;
Message : every possible notification of Mo-Tech to the Buyer, including - but not limited to - brochures, advertisements, catalogs, quotations, order confirmations, price lists, invoices, EDI, E-mail, fax on request, bulletin board, faxes and letters ;
Force Majeure : Any circumstance beyond the control of Mo-Tech, whereby the fulfillment of its obligations towards the Buyer is prevented in whole or in part, or as a result of which the fulfillment of its obligations can not reasonably be expected from Mo-Tech, regardless of whether that circumstance at the time the
conclusion of the Agreement. These circumstances also include: strikes and exclusions, stagnation or other problems in the production by Mo-Tech or its suppliers and / or in its own or third-party transport and / or measures of any government agency, telecommunications failures, as well as the lack of any permit to be obtained from the government.
1. These Terms and Conditions form part of all Agreements and apply to all related (legal) acts of Mo-Tech and the Customer.
2. The applicability of any general specific conditions or stipulations of the Customer is expressly rejected by Mo-Tech.
3. The present conditions also apply to all agreements with Mo-Tech, for the implementation of which third parties must be involved.
1. Mo-Tech will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship and on the basis of the currently known state of science.
2. If and insofar as a proper execution of the agreement requires, Mo-Tech has the right to have certain work carried out by third parties.
3. The client shall ensure that all data, of which Mo-Tech indicates that these are necessary or of which the client should reasonably understand that these are necessary for the execution of the agreement, are provided to Mo-Tech in time. If the data required for the execution of the agreement are not provided to Mo-Tech in time, Mo-Tech has the right to suspend the execution of the agreement and / or the additional costs resulting from the delay according to the usual rates to the client. to charge
4. If it has been agreed that the agreement will be executed in phases, Mo-Tech can suspend the execution of those parts that belong to a following phase until the client has approved the results of the preceding phase in writing.
1. The agreement is entered into for an indefinite period of time, unless parties explicitly agree otherwise in writing.
2. If a term has been agreed within the term of the agreement for the completion of certain activities, this is never a fatal deadline. In the event that the execution period is exceeded, the client must therefore notify Mo-Tech in writing of default.
1. If it appears during the execution of the agreement that it is necessary to change or supplement the work to be performed, the parties will adjust the agreement accordingly in good time and in mutual consultation.
2. If the parties agree that the agreement is amended or supplemented, the time of completion of the execution can be influenced as a result. Mo-Tech will inform the client as soon as possible.
3. If the change or addition to the agreement has financial and / or qualitative consequences, Mo-Tech will inform the client in advance.
4. If a fixed fee has been agreed, Mo-Tech will indicate to what extent the change or supplement to the agreement will result in an exceeding of this fee.
5. Contrary to paragraph 3, Mo-Tech will not be able to charge additional costs if the change or supplement is the result of circumstances that can be attributed to it.
Both parties are obliged to maintain confidentiality of all confidential information that they have received from each other or from another source in the context of their agreement. Information is considered confidential if this has been communicated by the other party or if this results from the nature of the information.
1. Complaints about the work performed must be reported in writing to Mo-Tech by the client within 8 days after discovery, but no later than 14 days after completion of the work in question.
2. If a complaint is well-founded, Mo-Tech will still perform the work as agreed, unless this has become demonstrably pointless for the client. The latter must be made known by the client in writing.
3. If the performance of the agreed services is no longer possible or useful, Mo-Tech will only be liable within the limits of Article 15.
1. For offers and agreements in which a fixed fee is offered or agreed, paragraphs 2, 5 and 6 of this article apply. If no fixed fee is agreed, paragraphs 3 up to and including 6 of this article apply.
2. Parties can agree a fixed fee when the agreement is concluded. The fixed fee is exclusive of VAT.
3. If no fixed fee is agreed, the fee will be determined on the basis of hours actually spent. The fee is calculated according to the usual hourly rates of Mo-Tech applicable for the period in which the work is performed, unless a deviating hourly rate has been agreed upon.
4. Any cost estimates are exclusive of VAT.
5. For orders with a duration of more than 2 months, the costs owed will be charged periodically.
6. If Mo-Tech agrees a fixed fee or hourly rate with the client, Mo-Tech is nevertheless entitled to increase this fee or rate. Mo-Tech may pass on price increases if Mo-Tech can demonstrate that between the time of the offer and delivery significant price changes have occurred in respect of, for example, wages.
1. An offer or (price) statement does not bind Mo-Tech and is only valid as an invitation to place an Order, unless explicitly stated otherwise.
2. An Agreement is only concluded if and insofar as Mo-Tech accepts an Order in writing or is given an Order by Mo-Tech.
3. All specifications by Mo-Tech of numbers, specifications, and / or other indications of the Products are done with care. Mo-Tech can not, however, guarantee that no deviations will occur in this respect.
4. Mo-Tech reserves the right to refuse orders or assignments without giving any reason or to accept them exclusively on the condition that the order is confirmed by the Buyer in writing by registered letter and / or the shipment is made cash on delivery or after payment in advance.
5. A quotation or offer expires if the product to which the quotation or offer relates is no longer available in the meantime.
6. A composite quotation does not require Mo-Tech to perform a part of the assignment against a corresponding part of the stated price. Offers or quotations do not automatically apply to future orders.
Deviations from and additions to any provision in an Agreement and / or the Terms and Conditions shall only apply if they have been laid down in writing by Mo-Tech and only relate to the relevant Agreement.
1. A delivery term specified by Mo-Tech is based on the circumstances applicable to Mo-Tech at the time of the offer and, insofar as it depends on the performance of the suppliers of Mo-Tech, on the information provided to Mo-Tech by those suppliers.
2. If Mo-Tech needs data or tools for the execution of the agreement that are provided by the Customer, the delivery term will never take effect until the day that all necessary data or tools are in the possession of Mo-Tech.
3. For a Consumer, delivery will take place within 30 days after acceptance of the order. If this is not possible due to circumstances, Mo-Tech will contact Consumer in a timely manner. In that case Consumer has the right to dissolve the Agreement free of charge.
4. Declared delivery times for the benefit of a Business Buyer will never be regarded as a deadline, unless expressly agreed otherwise. In the event of non-timely delivery , Mo-Tech must therefore be given notice of default by registered letter, leaving it a reasonable period of time to perform.
5. If a Business Buyer refuses to take delivery of the goods or if he indicates that he will no longer charge the agreed delivery, he shall nevertheless continue to pay the agreed price and reimburse the costs, damages and interests resulting therefrom for Mo-Tech.
6. If the delivery term is exceeded, the Buyer is not entitled to any compensation in this respect.
7. Mo-Tech has the right to deliver in parts at any time.
1. Unless otherwise agreed in writing, Mo-Tech determines the method of shipment
2. The Customer shall bear the risk of the goods of the moment on which the goods are presented to the specified address for receipt.
3. The Business Buyer is obliged to take receipt of the goods upon delivery. Failing this, the goods are stored at the expense and risk of the customer. Mo-Tech will inform the Purchaser as soon as possible of the time and place of storage and the Purchaser will purchase the Products as soon as possible, but no later than 10 working days after notification.
Customer - exclusively in the capacity of consumer - has the right to return the delivered Products to Mo-Tech without giving any reason within 7 working days (cooling-off period) after receipt . Mo-Tech will then pay back to the Purchaser the received (purchase) sum, under the following conditions:
1. Products have not been purchased in one of the physical locations of Mo-Tech (eg pay / pick-up).
2. Products have not been purchased for professional / business use.
3. Sealed products, such as software, of which the seal of the packaging has been broken, will not be taken back.
4. No modifications may have been made on or to the delivered item and the delivered item must be in perfect condition; all accompanying documentation, warranty certificates and packaging materials must be enclosed with the return shipment.
5. The return must be in the possession of Mo-Tech no later than on the 18th day after receipt of the delivered goods by the Customer .
6. The costs of franking the return shipment are for the Customer.
7. Any copies or operations or translations of the delivered goods - including floppy disks, electronic materials, manuals and documentation - that may have been made for own use or otherwise , must be sent along with the return shipment or destroyed at the time of dispatch or be erased.
1. If the Purchaser does not properly or timely comply with any obligation that may arise from any Agreement, the Purchaser is in default without notice and Mo-Tech is entitled: to suspend the implementation of that Agreement and directly related Agreements until payment is sufficiently certain is stated; and / or to dissolve that Agreement and directly related Agreements in whole or in part.
2. In the event of (application of ) (provisional) suspension of payment, (application for) bankruptcy, suspension or dissolution of the company of the Buyer, all Agreements with the Buyer will be dissolved by operation of law, unless Mo-Tech Customer notifies fulfillment within a reasonable period of time. to require (part of) the relevant Agreement (s). In the latter case, Mo-Tech is entitled to suspend the performance of the Agreement until such fulfillment has been sufficiently guaranteed by the Buyer.
3. The provisions of Articles 9.1 and 9.2 do not affect the other rights of Mo-Tech on the grounds of the law and the Agreement.
4. In the event of an event as referred to in (I) 9.1 or (II) 9.2, respectively, (i) all claims of Mo-Tech on the Customer under the relevant Agreement (s) and (II) all claims of Mo-Tech on Customer immediately and in full due and Mo-Tech is entitled to take back the delivered Products. In connection therewith Mo-Tech and its authorized representative (s) will be entitled to enter the premises and buildings of the Purchaser in order to take possession of the Products. The customer is obliged to take the necessary measures to enable Mo-Tech to effect its rights. All costs of recovering for the Customer.
1. Mo-Tech offers a warranty period of 1 year on the Products that Mo-Tech supplies to the Buyer, unless a different warranty period has been agreed in the Agreement.
2. Complaints due to outwardly visible defects must be submitted in writing by the client in accordance with the contract conditions, but no later than 2 months after receipt of the goods.
3. Normal wear and tear, such as normal wear and tear on clothing, are not covered under the given guarantees.
1. All Products remain the property of Mo-Tech , notwithstanding the actual delivery, until all amounts that the Buyer has or will owe to Mo-Tech under any Agreement have been paid in full. Rights are always granted to the Purchaser or, where applicable, transferred under the condition that the Purchaser pays agreed and full payment on time.
2. Before the ownership of the Products has been transferred to the Business Buyer, the Business Buyer is not entitled to rent out or give in use, pledge or otherwise encumber the Products. Business Customer is only entitled to sell or deliver the Products, of which Mo-Tech is the owner, to third parties, insofar as this is necessary within the framework of Business Customer's normal business operations.
3. If and as long as Mo-Tech is the owner of the Products, the Customer will immediately notify Mo-Tech when the Products are (are) to be seized or otherwise claimed (any part of) the Products. In addition, the Customer will inform Mo-Tech on Mo-Tech 's first request where the Products are located.
4. In the event of seizure, (provisional) suspension of payment or bankruptcy, the Business Customer will immediately point out to the attachment bailiff, the administrator or the receiver of the (ownership) rights ofMo-Tech . Business Buyer warrants that an attachment on the Products will immediately be lifted.
1. Copyright and all other rights of intellectual property on all articles , Documentation or other materials (such as: analyzes, functional designs, reports, quotations, etc.) that are delivered to the Customer by Mo-Techor made available in any way whatsoever provided, rest solely with Mo-Tech or its suppliers, and the Customer obtains the rights of use expressly granted in these Terms and Conditions, unless expressly agreedotherwise in a written document signed by Mo-Tech and the Buyer.
2. Mo-Tech declares that to the best of its knowledge the Products do not infringe on the intellectual property rights of third parties applicable in the Netherlands. In the event of third-party claims for infringement of such rights, Mo-Tech may, if necessary, replace or change the relevant Product or dissolve the Agreement in whole or in part. The Customer is only entitled to dissolve the Agreement insofar as maintenance of the Agreement can not reasonably be required of him.
3. The Purchaser will immediately inform Mo-Tech of any claim from third parties in respect of an infringement of intellectual property rights with regard to the Products in the event of such a claim, only Mo-Tech isentitled to counter defense or against it on behalf of the Purchaser. to take those third legal measures, then to reach an amicable settlement with that third party. The Purchaser will refrain from such measures, insofar as this can reasonably be required of him. In all cases, the Customer will provide Mo-Tech with its cooperation.
4. Mo-Tech also reserves the right to use the knowledge gained through the execution of the work for other purposes, insofar as no confidential information is brought to the notice of third parties .
1. Unless otherwise specified, all rates are quoted in messages, such as catalogs, price lists and / or offers of Mo-Tech, denominated in Euros, and ex cluding VAT. Unless explicitly stated otherwise with the product and / or payment method, no other costs such as shipping costs or packaging costs are calculated.
2. Discounts are deemed to have been granted once-only. Previously granted discounts do not bind Mo-Tech in any way for a later agreement.
1. The Customer shall pay the amounts charged to him, in the currency stated on the invoice, to Mo-Tech within the period stated on the relevant invoice . All payments will be made on a giro or bank account to be designated by Mo-Tech . In case of delivery paid (cash on delivery), this will be done in cash, via pin or in another way as indicated by the delivery service. If prepaid this will be done by transfer, credit card payment, iDEAL or in another way as indicated in the shopping basket of the webshop.
2. All amounts charged to Mo-Tech must be paid by the Customer without discount or deduction. The Business Buyer is also not authorized to set off. The Client is furthermore not entitled to suspend any payment obligation towards Mo-Tech .
3. The Buyer shall owe default interest at the rate of statutory interest increased by 2%, without further notice of default on all amounts that have not been paid by the last day of the payment term.
4. If the Purchaser is in default towards Mo-Tech , he is obliged to fully compensate Mo-Tech for the extrajudicial and judicial costs.
5. If Mo-Tech , after the Buyer is in default, directs payment reminders or other payment requests to the Customer, this does not affect previous provisions in this article.
6. In the event of liquidation, bankruptcy or suspension of payment of the client, the claims of Mo-Tech and the obligations of the client towards Mo-Tech are immediately due and payable.
7. Payments made by the client always serve first to settle all interest and costs owed, and secondly to claimable invoices that have been outstanding the longest, even if the client states that the payment relates to a later invoice.
1. Mo-Tech is - except for gross negligence or intent on the part of its (or its management personnel) and except insofar as mandatory law does not do so - not liable for (consequential) damage suffered by a Business Buyer or a third party in respect of (in the use of) the Products might suffer. This includes loss of profit, trading loss, loss of data and immaterial damage.
2. Without prejudice to the provisions in paragraph 1 and 2 of this article, the contractual and legal liability of Mo-Tech is at all times limited to 50% (fifty) of the amounts invoiced and invoiced to the Customer by Mo-Tech pursuant to an Agreement . (including sales tax), per Product or Service in respect of which the liability arose. If and insofar as the Agreement is a continuing performance agreement, the contractual and legal liability of Mo-Tech will under no circumstances exceed the price (including sales tax) stipulated in the relevant Agreement for the performance of Mo-Tech in the period of 3 months. prior to the event in respect of which that liability arose.
3. Unless the damage is caused by gross negligence or intent on the part of Mo-Tech (or its management personnel), the Customer will indemnify Mo-Tech against all third-party claims, directly or indirectly related to (the use of) the Products or Services and he will compensate Mo-Tech for all damage that Mo-Tech suffers as a result of such claims.
1. If Mo-Tech can not fulfill its obligations towards the Buyer due to Force Majeure, the Buyer has the right to dissolve the Agreement in whole or in part.
2. In the event of Force Majeure, the Buyer is not entitled to any (damage) compensation, except to the extent that article 6:78 of the Dutch Civil Code provides otherwise.
3. Mo-Tech will inform the Buyer as soon as possible of a (threatening) Force Majeure.
4. Mo-Tech also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment occurs after Mo-Tech should have fulfilled its obligation.
5. During force majeure, the obligations of Mo-Tech are suspended. If the period in which Mo-Tech can not fulfill its obligations due to force majeure lasts longer than 2 months, both parties are entitled to dissolve the agreement without there being an obligation to pay compensation.
6. If Mo-Tech has already partially fulfilled its obligations on the occurrence of the force majeure, or can only partly meet its obligations, it is entitled to invoice the already executed or executable part separately and the client is obliged to pay this invoice as if it concerned a it is a separate contract. This does not apply, however, if the already executed or executable part does not have an independent value.
1. The Customer shall always provide Mo-Tech with all information required for the performance of the work of Mo-Tech in good time and guarantees the correctness and completeness thereof.
2. The Customer shall ensure the use of the Products in accordance with the specifications and for the correct application in its organization of the Bicycles, Clothing, Accessories and of the services to be provided byMo-Tech , as well as for the administration and calculation methods to be applied and for securing data.
3. If it has been agreed that the Customer will make Sport Articles or Other items purchased at Mo-Tech available, they will comply with the specifications necessary for the execution of the work.
4. If data necessary for the execution of the Agreement are not available, not timely or not available to Mo-Tech in accordance with the agreements or if the Customer does not fulfill its obligations in any other way,Mo-Tech is entitled to extra costs according to the usual rates. from Mo-Tech.
1. The Mo-Tech is authorized to transfer the rights and obligations to third parties with the Customer in any Agreement. In the event that obligations of Mo-Tech are transferred, Mo-Tech will, as far as possible, inform the Purchaser in advance and the Purchaser will be entitled to terminate the Agreement at all times. Mo-Tech is in that case not liable for any compensation.
2. Customer is not entitled to transfer its rights and / or obligations under an Agreement to any third party without the prior written permission of Mo-Tech .
1. All disputes relating to these Terms and Conditions, as well as any Agreement, are exclusively subject to Dutch law.
2. Unresolved disputes will, unless otherwise prescribed by law, be submitted exclusively to the competent court in Mo-Tech's place of residence. Nevertheless, Mo-Tech has the right to summon its counterparty before the competent court according to the law.