General terms and conditions

Article 1. Identity of the entrepreneur
1. Wielrenfietsamsterdam.nl V.O.F. under the brand name Wheelie Amsterdam

Business & visiting address:
Jan Evertsen Street 137F
1057 BV Amsterdam

Chamber of Commerce: 85996823
VAT: NL863824882B01 ‍

Article 2. General
1. These terms and conditions apply to every offer, quote and agreement between Wielrenfietsamsterdam.nl, hereinafter referred to as: “User”, and a Other Party to which User has declared these terms and conditions applicable, insofar as the parties have not explicitly deviated from these terms and conditions in writing.
2. The present terms and conditions also apply to agreements with the User, for the execution of which the User must involve third parties.
3. These general terms and conditions have also been written for the User's employees and his management.
4. The applicability of any purchase or other terms and conditions of the Other Party is expressly rejected.
5. If one or more provisions in these general terms and conditions are at any time wholly or partially null or void or should be annulled, the other provisions of these general terms and conditions will remain fully applicable. User and the Other Party will then consult in order to agree on new provisions to replace the invalid or nullified provisions, taking into account the purpose and purport of the original provisions as much as possible.
6. If there is uncertainty about the interpretation of one or more provisions of these general terms and conditions, the explanation must take place “in the spirit” of these provisions.
7. If a situation occurs between the parties that is not regulated in these general terms and conditions, this situation must be assessed in the spirit of these general terms and conditions.
8. If the User does not always require strict compliance with these terms, this does not mean that their provisions do not apply, or that User would lose the right to require strict compliance with the provisions of these terms and conditions in other cases.

Article 3 Offers and offers
1 All offers and offers from the User are without obligation, unless a period for acceptance has been set in the offer. A quote or offer expires if the product to which the quote or offer relates is no longer available in the meantime.
2 User cannot be held to its quotes or offers if the Other Party can reasonably understand that the offers or offers, or part of them, contain an obvious mistake or error.
3 The prices stated in a quote or offer include VAT and other government levies as well as any costs to be incurred under the agreement, including travel and accommodation, shipping and administrative costs, unless otherwise indicated.
4 If the acceptance (whether or not on minor points) differs from the offer included in the offer or offer, the User is not bound by it. The agreement will then not be concluded in accordance with this different acceptance, unless User indicates otherwise.
5 A composite quote does not oblige the User to perform part of the order at a corresponding part of the specified price. Offers or quotes do not automatically apply to future orders.

Article 4 Contract duration; delivery terms, execution and amendment of the agreement; price increase
1. The agreement between User and the Other Party is entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.
2. If a period has been agreed or specified for the completion of certain activities or for the delivery of certain goods, this is never a deadline. If a period is exceeded, the Other Party must therefore give User written notice of default. In doing so, the User must be offered a reasonable period of time to still implement the agreement.
3. User has the right to have certain activities carried out by third parties.
4. User is entitled to execute the agreement in various phases and to invoice the part thus executed separately.
5. If the agreement is executed in phases, User can suspend the execution of those parts that belong to a subsequent phase until the Other Party has approved the results of the preceding phase in writing.
6. If User requires information from the Other Party for the execution of the agreement, the execution period will not commence until the Other Party has made it available to User correctly and completely.
7. If, during the execution of the agreement, it appears that it is necessary to change or supplement it properly, the parties will amend the agreement in time and in mutual consultation. If the nature, scope or content of the agreement, whether or not at the request or direction of the Other Party, of the competent authorities, etc., is changed and the agreement is thereby modified qualitatively and/or quantitatively, this may have consequences for what was originally agreed. As a result, the originally agreed amount can be increased or decreased. User will quote this in advance as much as possible. An amendment to the agreement may change the originally specified period of execution. The Other Party accepts the possibility of changing the agreement, including the change in price and the period of execution.
8. If the agreement is amended, including an addition, the User is entitled to implement it only after agreement has been given by the person authorized within the User and the Other Party has agreed to the price and other conditions specified for execution, including the time at which they will be executed then. Failure or immediate execution of the amended agreement does not constitute a breach of contract on the part of the User and is not a reason for the Other Party to terminate the agreement.
9. Without being in default, User may refuse a request to amend the agreement if this could have qualitative and/or quantitative consequences, for example for the work to be carried out or goods to be delivered in that context.
10. If the Other Party fails to properly comply with what it is obliged to do towards the User, the Other Party is liable for all damage (including costs) on the part of User, directly or indirectly. 11. If User agrees to a certain price when concluding the agreement, User is nevertheless entitled to increase the price under the following circumstances, even if the price was not originally specified.
- if the price increase is the result of an amendment to the agreement;
- if the price increase results from an authority vested in User or User's obligation under the law;
- in other cases, this on the understanding that the Other Party, who is not acting in the exercise of a profession or business, is entitled to terminate the agreement by a written statement if the price increase exceeds 10% and occurs within three months after the conclusion of the agreement, unless the User is still willing to execute the agreement on the basis of what was originally agreed, or if it is stipulated that the delivery is longer than three months after the purchase will take place.

Article 5 Suspension, dissolution and early termination of the agreement
1. User is authorized to suspend compliance with the obligations or to terminate the agreement immediately and with immediate effect if:
- the Other Party does not, does not fully or not timely fulfill the obligations under the agreement;
- circumstances that have come to the User's knowledge after the conclusion of the agreement give good reason to fear that the Other Party will not fulfill the obligations;
- when concluding the agreement, the Other Party was asked to provide security for the fulfillment of its obligations under the agreement and this security is not provided or is insufficient;
- if, due to the delay on the part of the Other Party, the User can no longer be expected to fulfill the agreement under the originally agreed terms, User is entitled to terminate the agreement.
- if circumstances occur that are of such a nature that compliance with the agreement is impossible or unchanged cannot reasonably be expected of the User to maintain the agreement.
2. If the dissolution is attributable to the Other Party, the User is entitled to compensation for the damage, including the costs, caused directly and indirectly. Deposits for specially ordered items can never be recovered.
3. If the agreement is dissolved, the User's claims against the Other Party are immediately due and payable. If the User suspends compliance with the obligations, he reserves his claims under the legal agreement.
4. If the User suspends or dissolves on the grounds set out in this article, he is in no way obliged to pay compensation or compensation for damage and costs resulting therefrom, while the Other Party, due to breach of contract, is obliged to pay compensation or compensation.
5. If the agreement is terminated prematurely by the User, User will, in consultation with the Other Party, ensure the transfer of work still to be performed to third parties. This unless the cancellation is attributable to the Other Party. Unless the interim termination is attributable to the User, the costs of transfer will be charged to the Other Party. User will inform the Other Party in advance as much as possible of the extent of these costs. The Other Party is obliged to pay these costs within the period specified by the User, unless User indicates otherwise.
6. In the event of liquidation, (application for) suspension of payment or bankruptcy, seizure - if and insofar as the attachment has not been lifted within three months - borne by the Other Party, debt restructuring or any other circumstance that prevents the Other Party from freely disposing of its assets, the User is free to terminate the agreement or the order or order immediately to cancel the agreement, without any obligation on the part to pay any compensation or compensation. In that case, User's claims against the Other Party are immediately due and payable.
7. If the Other Party cancels an order placed in whole or in part, the items ordered or prepared for that purpose, plus any purchase, removal and delivery costs thereof and the working time reserved for the execution of the agreement, will be fully charged to the Other Party.

Article 6 Cooling-off period/right of withdrawal
During the cooling-off period, you will handle the product and packaging carefully. You will only unpack or use the product to the extent necessary to determine the nature, characteristics and functioning of the product. The starting point here is that a consumer may only handle and inspect the product as he/she would be allowed to do in a store.

‍Article 7 Force majeure
1. User is not obliged to fulfil any obligation towards the Other Party if he is prevented from doing so as a result of a circumstance that is not due to fault and is not at his expense under the law, a legal act or generally accepted beliefs.
2. In addition to what is included in the law and case law, force majeure includes, in addition to what is included in the law and case law, all external causes, foreseen or unforeseen, over which the User cannot exert any influence, but which prevent the User from fulfilling his obligations. User also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment of the agreement occurs after User should have fulfilled his obligation.
3. User can suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, each of the parties is entitled to terminate the agreement, without obligation to compensate the other party for damage.
4. If, at the time of the occurrence of force majeure, User has already partially fulfilled or will be able to fulfill its obligations under the agreement, and the part fulfilled or to be fulfilled has independent value, User is entitled to separately invoice the part already fulfilled or to be fulfilled. The Other Party is obliged to pay this invoice as if there were a separate agreement.

Article 8 Payment and collection costs
1. Payment must always be made in advance. Transactions must be completed using the following payment options: iDEAL, bank transfer to a giro account, transfer to account number, cash on delivery (only possible for the Dutch user), cash at our business address or pin to our business address (only possible for the Dutch user).
2. If exceptions are made to paragraph 1 of this article, payments must be made within 14 days of the invoice date, in a manner to be specified by the User in the currency in which the invoice was made, unless otherwise indicated in writing by the User. User is entitled to invoice periodically.
3. If the Other Party fails to pay an invoice on time, the Other Party is in default by operation of law. In that case, the Other Party owes interest. In the case of consumer purchases, the interest rate is at the same time as the statutory interest rate. In other cases, the Other Party owes an interest of 2% per month, unless the statutory interest rate is higher, in which case the statutory interest is due. The interest on the due amount will be calculated from the moment the Other Party is in default until payment of the full amount due.
4. The User has the right to make the payments made by the Other Party primarily to reduce the costs, then to reduce the outstanding interest and finally to deduct the principal sum and the current interest.
5. The User can, without being in default, refuse an offer of payment if the Other Party designates a different order for allocating the payment. The user can refuse full repayment of the principal amount if the outstanding and current interest and collection costs are not also paid.
6. Objections to the amount of an invoice do not suspend the payment obligation.
7. If the Other Party is in default or in default in (timely) fulfilling its obligations, all reasonable costs of obtaining payment out of court will be borne by the Other Party. The extrajudicial costs are calculated on the basis of what is currently common in Dutch debt collection practice, currently the calculation method according to Rapport Voorwerk II. However, if the User has incurred higher collection costs that were reasonably necessary, the actual costs incurred are eligible for reimbursement. Any judicial and enforcement costs incurred will also be recovered from the Other Party. The Other Party also owes interest on the collection costs due.

Article 9 Retention of title
1. All items delivered by User under the agreement remain the property of User until the Other Party has properly fulfilled all obligations under the agreement (s) concluded with User.
2. Goods supplied by the User, which are subject to retention of title pursuant to paragraph 1, may not be resold and may never be used as a means of payment. The Other Party is not authorized to pledge or otherwise encumber the items subject to retention of title.
3. The Other Party must always do everything that can reasonably be expected of it to secure the User's property rights.
4. If third parties seize the goods delivered under retention of title or want to establish or assert rights thereto, the Other Party is obliged to inform User immediately.
5. The Other Party undertakes to insure the goods delivered under retention of title and to keep them insured against fire, explosion and water damage as well as against theft and to provide User with the policy of this insurance upon first request. In the event of any insurance payment, the User is entitled to these tokens. Insofar as necessary, the Other Party undertakes to the User in advance to cooperate with everything that (appears to be) necessary or desirable in that context.
6. In the event that the User wishes to exercise his property rights specified in this article, the Other Party gives unconditional and irrevocable permission in advance to the User and third parties appointed by the User to enter all those places where User's property is located and to take back those items.

Article 10 Guarantees, research and complaints
1. The goods to be delivered by the User meet the usual requirements and standards that can reasonably be set at the time of delivery and for which they are intended for normal use in the BENELUX. The warranty mentioned in this article applies to items intended for use within BENLUX. When used outside the BENELUX, the Other Party must verify for itself whether their use is suitable for use there and whether they meet the conditions set for them. In that case, the User can set other warranty and other conditions with regard to the goods to be delivered or work to be carried out.
2. The warranty referred to in paragraph 1 of this article is limited to that provided by the manufacturer, unless otherwise stated. Be informed about the various warranty periods at all times. After the warranty period expires, all costs for repair or replacement, including administration, shipping and call-out costs, will be charged to the Other Party.
3. Any form of warranty expires if a defect has arisen as a result of or results from improper or improper use thereof or use after the expiration date, improper storage or maintenance by the Other Party and/or third parties if, without written permission from the User, the Other Party or third parties have made or attempted to make changes to the item, other things have been confirmed that do not need to be confirmed. or if these were transferred or processed in a place other than the prescribed method. The Other Party is also not entitled to a warranty if the defect is caused by or is the result of circumstances that the User cannot influence, including weather conditions (such as, but not limited to, extreme rainfall or temperatures), etc.
4. The Other Party is obliged to (have) examined the goods delivered, immediately when the goods are made available to him or the relevant work has been carried out. In addition, the Other Party should investigate whether the quality and/or quantity of the delivered goods corresponds to what has been agreed and meets the requirements that the parties have agreed in this regard. Any defects must be reported to the User in writing within 7 days of discovery. The report must contain as detailed a description of the defect as possible, so that the User is able to respond adequately. The Other Party must give the User the opportunity to investigate a complaint (or have it investigated).
5. If the Other Party complains in time, this does not suspend its payment obligation. In that case, the Other Party will also be obliged to purchase and pay for the otherwise ordered goods, unless this has no independent value.
6. If a defect is reported later, the Other Party no longer has the right to repair, replacement or compensation, unless the nature of the warranty or the other circumstances of the case result in a longer period.
7. If it is established that an item is defective and a timely complaint has been made in this regard, User will replace the defective item within a reasonable period of time after receiving it or, if return is not reasonably possible, written notice of the defect by the Other Party, at the User's discretion, replace or arrange for its repair or pay replacement compensation to the Other Party.
8. In the event of a return to the User, the Other Party is obliged to offer the item in a stamped form. Unstamped items for which User has to pay are not accepted. If there is a guarantee or incorrect delivery, the Other Party's stamped amount will be reimbursed afterwards.
9. If it is established that a complaint is unfounded, the costs incurred as a result, including the research costs, on the part of the User as a result, will be fully borne by the Other Party.

Article 11 Liability
1. If User should be liable, this liability is limited to what is regulated in this provision.
2. User is not liable for damage, of whatever nature, caused by the User based on incorrect and/or incomplete information provided by or on behalf of the Other Party.
3. User is only liable for direct damage.
4. Direct damage only includes:
- the reasonable costs of determining the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions;
- any reasonable costs incurred to make the User's defective performance comply with the agreement, insofar as they can be attributed to the User;
- reasonable costs incurred to prevent or limit damage, insofar as the Other Party demonstrates that these costs have led to the limitation of direct damage as referred to in these general terms and conditions.
5. User is never liable for indirect damage, including consequential damage, lost profit, missed savings and damage due to business or other stagnation. In the case of consumer purchase, this restriction does not extend beyond that permitted under article 7:24 paragraph 2 of the Dutch Civil Code.
6. If User should be liable for any damage, User's liability is limited to a maximum of three times the invoice value of the order, at least to that part of the order to which the liability relates.
7. In any case, the User's liability is always limited to the amount paid out by his insurer, where appropriate.
8. The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence on the part of the User or his supervising subordinates.

Article 12 Limitation period
1. Contrary to the statutory limitation periods, the limitation period for all claims and defences against the User and the third parties involved by the User in the execution of an agreement is one year.
2. The provisions of paragraph 1 do not apply to legal claims and defences based on facts that would justify the claim that the delivered item would not comply with the agreement. Such claims and defenses expire two years after the Other Party has notified User of such non-compliance.

Article 13 Transfer of risk
1. The risk of loss, damage or depreciation passes to the Other Party when goods are brought into the control of the Other Party.

Article 14 Indemnification
1. The Other Party indemnifies User against any claims from third parties who suffer damage in connection with the execution of the agreement and whose cause is attributable to other than the User.
2. If the User should be sued by third parties on that basis, the Other Party is obliged to assist the User both outside and in court and to do everything that can be expected of him in that case without delay. Should the Other Party fail to take adequate measures, the User is entitled, without notice of default, to do so himself. All costs and damage caused by the User and third parties as a result are entirely at the expense and risk of the Other Party.

Article 15 Intellectual Property
1. User reserves the rights and powers vested in him under the Copyright Act and other intellectual laws and regulations. User has the right to also use the knowledge gained by executing an agreement for other purposes, provided that no strictly confidential information from the Other Party is disclosed to third parties.

Article 16 Applicable law and disputes
1. All legal relationships to which the User is a party are exclusively governed by Dutch law, even if an obligation is fully or partially executed abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.
2. The parties will only appeal to court after they have made every effort to settle a dispute by mutual agreement.