TERMS AND CONDITIONS

Article 1: Definitions
1. Alltracks, located in Budel-Schoot, registered with the Chamber of Commerce under number 67580858, is referred to in these general terms and conditions as the seller.
2. The counterparty of the seller is referred to in these general terms and conditions as the buyer.
3. The parties are the seller and the buyer together.
4. The agreement refers to the purchase agreement between the parties.

Article 2: Applicability of general terms and conditions
1. These terms and conditions apply to all quotations, offers, agreements, and deliveries of services or goods by or on behalf of the seller.
2. Deviations from these conditions are only valid if expressly and in writing agreed upon by both parties.

Article 3: Payment
1. The full purchase price must always be paid immediately in the store. For reservations, a deposit may be required. In such cases, the buyer will receive proof of the reservation and prepayment.
2. If the buyer fails to pay on time, they are in default. If the buyer remains in default, the seller is entitled to suspend obligations until the buyer fulfills their payment obligation.
3. If the buyer remains in default, the seller will proceed with collection. The costs associated with this collection are borne by the buyer. These costs are calculated based on the “Decree on compensation for extrajudicial collection costs.”
4. In the event of liquidation, bankruptcy, attachment, or suspension of payment of the buyer, all claims of the seller against the buyer become immediately due and payable.
5. If the buyer refuses to cooperate with the seller’s performance of the assignment, they are still obliged to pay the agreed price to the seller.

Article 4: Offers, quotations, and price
1. Offers are without obligation unless a period for acceptance is stated in the offer. If the offer is not accepted within the specified period, the offer expires.
2. Delivery times stated in quotations are indicative and do not entitle the buyer to termination or compensation in case of exceeding them, unless expressly and in writing agreed otherwise by the parties.
3. Offers and quotations do not automatically apply to repeat orders. Parties must expressly and in writing agree otherwise.

Article 5: Modification of the agreement
1. If, during the execution of the agreement, it appears necessary to modify or supplement the work to be performed for proper execution, the parties will timely and jointly adjust the agreement accordingly.
2. If the parties agree to modify or supplement the agreement, the time of completion may be affected. The seller will inform the buyer of this as soon as possible.
3. If the modification or addition has financial and/or qualitative consequences, the seller will inform the buyer of these in writing in advance.
4. If the parties have agreed on a fixed price, the seller will indicate to what extent the modification or addition will result in an increase of that price.
5. Contrary to the provisions of paragraph 3, the seller cannot charge additional costs if the modification or addition is due to circumstances attributable to them.

Article 6: Delivery and transfer of risk
1. Once the purchased item has been received by the buyer, the risk transfers from the seller to the buyer.

Article 7: Inspection and complaints
1. The buyer is obliged to inspect the delivered goods at the time of (delivery) or within the shortest possible period thereafter. The buyer must check whether the quality and quantity of the goods correspond to what was agreed upon, or at least whether they meet the requirements of normal (commercial) trade.
2. Complaints regarding damages, shortages, or loss of delivered goods must be submitted in writing to the seller within 30 working days after the day of delivery.
3. If the complaint is justified and submitted within the specified period, the seller has the right to either repair, replace, or cancel delivery and issue a credit note for the corresponding part of the purchase price.
4. Minor and/or customary deviations in the industry, or differences in quality, quantity, size, or finish, cannot be held against the seller.
5. Complaints relating to a specific product do not affect other products or components belonging to the same agreement.

Article 8: Samples and models
1. If a sample or model has been shown or provided to the buyer, it is presumed to be for reference only and does not imply that the delivered goods must correspond to it, unless expressly agreed otherwise by the parties.

Article 9: Delivery
1. Delivery is at the sender’s risk. Once the purchased goods have been received by the buyer, the risk transfers from the seller to the buyer.
2. The buyer is obliged to take delivery of the goods at the moment the seller delivers or makes them available according to the agreement.
3. If the buyer refuses delivery or fails to provide necessary information or instructions for delivery, the seller is entitled to store the goods at the buyer’s expense and risk.
4. If the goods are delivered, the seller may charge delivery costs.
5. If the seller requires information from the buyer for the execution of the agreement, the delivery period begins after the buyer has provided these details.
6. A delivery time specified by the seller is indicative and never binding. If this term is exceeded, the buyer must give written notice of default to the seller.
7. The seller is entitled to deliver goods in parts, unless otherwise agreed in writing or if partial delivery has no independent value. In the case of partial delivery, the seller may invoice these parts separately.

Article 10: Force majeure
1. If the seller cannot, not timely, or not properly fulfill their obligations due to force majeure, they are not liable for any damage suffered by the buyer.
2. Force majeure includes, among others, any circumstance unforeseen at the time of entering the agreement that prevents normal execution, such as illness, war, riots, sabotage, terrorism, power failure, flooding, earthquake, fire, business occupation, strikes, changes in government regulations, transport difficulties, and other disruptions within the seller’s business.
3. Force majeure also includes situations in which suppliers upon whom the seller depends fail to fulfill their contractual obligations, unless this is attributable to the seller.
4. In such cases, the seller’s obligations are suspended for as long as the force majeure situation continues. If this situation lasts longer than 30 calendar days, both parties have the right to terminate the agreement in writing, in whole or in part.
5. If the force majeure lasts longer than three months, the buyer may terminate the agreement with immediate effect by registered letter.

Article 11: Transfer of rights
1. Rights of either party arising from this agreement cannot be transferred without prior written consent from the other party. This clause constitutes a property law provision within the meaning of Article 3:83(2) of the Dutch Civil Code.

Article 12: Retention of title and right of retention
1. Goods and components held or delivered by the seller remain the seller’s property until the buyer has paid the full agreed price. Until then, the seller may invoke retention of title and reclaim the goods.
2. If agreed advance payments are not made on time, the seller has the right to suspend work until payment is received. Late delivery cannot then be held against the seller.
3. The seller is not authorized to pledge or otherwise encumber goods subject to retention of title.
4. The seller undertakes to insure and keep insured all goods delivered under retention of title against fire, explosion, water damage, and theft, and to make the policy available upon request.
5. If goods have not yet been delivered but the agreed prepayment has not been made, the seller has the right of retention. The goods will not be delivered until the buyer has paid in full.
6. In the event of liquidation, insolvency, or suspension of payment by the buyer, the buyer’s obligations become immediately due and payable.

Article 13: Liability
1. Any liability for damage arising from or related to the execution of an agreement is limited to the amount paid out under the applicable liability insurance(s), increased by the deductible amount under that policy.
2. The seller’s liability for damage resulting from intent or deliberate recklessness by the seller or their managerial subordinates is not excluded.

Article 14: Duty to complain
1. The buyer is obliged to report complaints about the performed work directly to the seller. The complaint must contain a detailed description of the shortcoming, allowing the seller to respond appropriately.
2. If a complaint is justified, the seller is obliged to repair or, if necessary, replace the product.

Article 15: Warranties
1. If warranties are included in the agreement, the following applies. The seller guarantees that the sold goods conform to the agreement, function without defects, and are suitable for the intended use by the buyer. This warranty applies for one calendar year after purchase.
2. The warranty aims to establish a risk allocation between the seller and the buyer, ensuring that the consequences of a breach of warranty are always borne by the seller, who cannot invoke Article 6:75 of the Dutch Civil Code. This also applies if the breach was or could have been known to the buyer through inspection.
3. The warranty does not apply if the defect arises from improper or incorrect use, or if the buyer or third parties, without permission, made or attempted modifications, or used the product for unintended purposes.
4. If the warranty provided by the seller concerns a product manufactured by a third party, the warranty is limited to that provided by the manufacturer. In the event of bankruptcy or cessation of business of the manufacturer, the seller’s warranty will apply thereafter.

Article 16: Applicable law
1. Only Dutch law applies to this agreement between the seller and the buyer. The Dutch court has jurisdiction.
2. The applicability of the Vienna Sales Convention is excluded.
3. If any provision of these general terms and conditions is declared unreasonably onerous by a court, the remaining provisions will remain in full force and effect.

Article 17: Arbitration clause
1. All disputes arising between the parties regarding the interpretation of the agreement, whether factual or legal, will be settled by arbitration. It does not matter whether these disputes are recognized as such by one or both parties.
2. The arbitration committee will always have a judge as chairman. Arbitration will take place near the consumer’s residence, and the arbitrators will decide according to the law.

Alltracks – Budel-Schoot – 31-10-2022