Delivery conditions

General Delivery Terms and Conditions - Consumer

Contents

Artikel 1 - Definitions
Article 2 - User Identity
Article 3 - Applicability
Article 4 - The offer
Article 5 - The agreement
Article 6 - Suspension, termination and early termination of the agreement
Article 7 - Right to cancel
Article 8 - Costs in the event of withdrawal
Article 9 - Exclusion of the right of withdrawal
Article 10 - Force majeure
Article 11 - Payment and collection costs
Article 12 - Retention of title
Article 13 - Guarantees, inspection and complaints
Article 14 - Liability
Article 15 - Time limit
Article 16 - Risk transfer
Article 17 - Indemnification
Article 18 - Intellectual property
Article 19 - Applicable law and disputes
Article 20 - Delivery and execution
Article 21 - Complaints procedure

Article 1 Definitions

In these terms and conditions, the following terms will have the following meanings:

Cooling-off period: the period within which the Other Party may make use of its withdrawal right;

Other Party: the natural person not acting in the course of a profession or business and entering into a distance agreement with the User;

Day: calendar day;

Long-term data carrier: any means that enables the Other Party or User to store information personally addressed to it in a way which makes future consultation and unaltered reproduction of the information stored possible.

Right of withdrawal: the right of the Other Party to cancel the distance agreement during the reflection period;

User: the natural or legal person offering distance products and/or services to Other Parties;

Distance agreement: an agreement whereby exclusive use is made of one or more distance communication technologies within the scope of the system organised by the User for the distance sale of products and/or services, up to and including the moment of conclusion of the agreement;

Technology for distance communication: a means that may be used for concluding an agreement, without the Other Party and User being together in the same place at the same time.

Article 2 User Identity

Thom Sales B.V.
Business address:  Langesteijn 100, 3342LG Hendrik-Ido-Ambacht
Postal address: Rootven 19, 5531 MB, Bladel
The Netherlands
E-mail address: administratie@foris.nl
Telephone number: +31 85-9020036
Chamber of Commerce number: 87322765  
VAT number: NL864264872B01

Article 3 Applicability

1. These conditions apply to any offer and concluded agreement between Thom Sales B.V.., trading under the names Internet-Bikes, Internet-Toys, Internet-Babyshop, Internet-Sportclubs, Internet-Sport&Casuals, Internet-Automotive, Internet-Eyewear, Internet-Partyshop, Internet-Home&Garden, Internet-Petshop, Internet-Outdoorshop and Internet-Health&Beauty, hereinafter referred to as ‘User’ and the ‘Other Party’ in respect of which the User has declared these conditions applicable, to the extent that these conditions have not been deviated from explicitly and in writing by the parties.
2. Before the distance agreement has been concluded, the text of these terms and conditions will be made available to the Other Party. If this is not reasonably possible, the User, before concluding the distance agreement, will give notification that the general terms and conditions can be inspected at the premises of the User and that, at the Other Party's request, they will be sent free of charge as soon as possible.
3. If the distance agreement is concluded electronically, the text of these general terms and conditions, in deviation from the previous paragraph and before the distance agreement is concluded, may be supplied to the Other Party electronically in such a way that the Other Party can easily store it on a long-term data carrier. If this is not reasonably possible, the User, before concluding the distance agreement, will state where the general terms and conditions can be inspected electronically and that, at the Other Party's request, they will be sent free of charge as soon as possible.
4. These conditions also apply to any agreements with the User, for the performance of which the User must involve third parties.
5. These general terms and conditions have also been drawn up for the User's employees and management board.
6. The applicability of any purchase or other conditions of the Other Party is explicitly rejected.
7. Should all or part of one or more of the stipulations of these general terms and conditions at any time be void or be declared null and void, the remaining stipulations of these general terms and conditions will remain intact. In that case, the User and the Other Party will consult in order to reach agreement on new provisions to replace the void or nullified provisions, taking into consideration as much as possible the objective and purport of the original provisions.
8. If there is any lack of clarity as to the interpretation of one or more provisions of these general terms and conditions, it/they must be interpreted 'in the spirit' of these provisions.
9. If a situation should occur between the parties that has not been provided for in these general terms and conditions, this situation must be assessed according to the spirit of these general terms and conditions.
10. If the User does not always require strict compliance with these conditions, this does not mean that their provisions do not apply or that the User loses the right to require strict compliance with the provisions of these conditions in any other cases.

Article 4 The offer

1. Any offers and quotations submitted by the User are without obligation, unless a time period for acceptance has been specified in the quotation. An offer or quotation expires if the product that the offer or quotation relates to is no longer available.
2. The User cannot be bound by its offers or quotations if the Other Party can reasonably understand that the offers or quotations, or part thereof, contain an obvious mistake or error in writing.
3. The prices included in an offer or quotation are inclusive of VAT and other government levies as well as any costs to be incurred within the scope of the agreement, including shipping costs and administrative expenses, unless stated otherwise.
4. The offer contains a full and accurate description of the products and/or services offered. The description is suitably detailed to enable the Other Party to assess the products and/or services adequately. If the User makes use of pictures, these are truthful representations of the products and/or services provided. Obvious errors or mistakes in the offer do not bind the User. All offers, photographs, product specifications and prices on any of the User's websites are subject to printer's and typesetting errors. We do not accept any liability for the consequences of printer's and typesetting errors.
5. If acceptance derogates (whether or not on minor points) from the offer or quotation submitted, the User will not be bound by it. Such deviating acceptance will not result in an agreement between the parties being concluded, unless specified otherwise by the User.
6. A combined quotation will not oblige the User to supply part of the order for a corresponding fraction of the specified price. Offers or quotations will not automatically apply to any future orders.
7. If an offer is of limited duration or if certain conditions apply, this will be explicitly stated in the offer.

Article 5 The agreement

1. The agreement between the User and the Other Party will be entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or if the parties explicitly agree otherwise in writing. The agreement becomes effective when the Other Party has accepted the offer and complies with the stated terms and conditions.
2. If the Other Party accepted the offer via electronic means, the User will promptly confirm the receipt of the acceptance of the offer via electronic means. As long as the receipt of the acceptance has not been confirmed by the User, the Other Party may terminate the agreement.
3. If the agreement is concluded electronically, the User will take appropriate technical and organisational measures to secure the electronic data transfer and to ensure a safe web environment. If the Other Party can pay electronically, the User will observe appropriate security measures.
4. The User may, within the limits of the law, gather information about the Other Party's ability to fulfil its payment obligations, as well as all facts and factors relevant to responsibly concluding the distance agreement. If, acting on the results of this investigation, the User has sound reasons for not concluding the agreement, he is entitled to refuse an order or request while giving reasons, or to attach special terms to the execution.
5. If a period has been agreed or stated for the completion of certain work or for the delivery of certain items, then this will never be a strict deadline. If a period is exceeded, the Other Party must give the User notice of default in writing. The User must be given a reasonable period for fulfilment of the agreement.
6. The User will have the right to have certain work performed by third parties.
7. The User is entitled to have the agreement performed in various phases and to separately invoice for the part that has been completed.
8. If the agreement is performed in phases, the User may suspend performance of those parts as pertaining to a following phase until the Other Party has approved the results of the preceding phase in writing.
9. In the event that the User requires information from the Other Party for the performance of the agreement, the performance period will not commence until after the Other Party has fully and correctly made this information available to the User.
10. If it becomes apparent during the performance of the agreement that proper performance requires a change or addition to the agreement, the parties will amend the agreement in good time and in consultation. In the event that the nature, scope or content of the agreement is changed, whether or not at the request or on the instructions of the Other Party, the competent authorities, etc., and the quality and/or quantity of what has been agreed changes as a result, this may also have consequences for what was originally agreed. The original amount agreed on may thus be increased or decreased. The User must, as far as possible, submit an estimate of this in advance. If the agreement is changed, the originally specified performance period may also be changed. The Other Party accepts the possibility that the agreement may be changed, including changes to the price and performance period.
11. If the agreement is changed, including any additions, the User will be entitled to implement this after an authorised person from the User's company has approved it and the Other Party has agreed to the price stated for the performance and other conditions, including the time, to be determined, when performance is to take place. A failure to change or immediately change the agreement does not constitute a breach of contract on the User's part and does not give the Other Party grounds for terminating the agreement.
12. Without being in default, the User may refuse a request to change the agreement if this could have consequences for the quality and/or quantity of what has been agreed, for example for the work to be carried out in that respect or items to be delivered.
13. If the Other Party should fail to fulfil its obligations towards the User, the Other Party will be liable for all damage or loss (including costs) on the User's part, caused directly or indirectly as a result.
14. If, upon concluding the agreement, the User agrees on a certain price, the User will nevertheless be entitled to increase the price if either of the following circumstances occurs, even if the original price stated was not subject to restrictions.
    • If the price increase is the result of a change to the agreement;
    • If the price increase results from a power vested in the User or an obligation that rests with the User pursuant to the law;
    • In other cases, on the understanding that the Other Party, who is not acting professionally or on behalf of a company, is entitled to terminate the agreement by means of a written statement if the price increase amounts to more than 10% and takes place within three months of conclusion of the agreement, unless the User is still willing to perform the agreement based on what was agreed on originally or if it has been stipulated that delivery will take place more than three months after the purchase.

Article 6 Suspension, termination and early termination of the agreement

1. The User will be entitled to suspend the fulfilment of its obligations or to terminate the agreement at once and with immediate effect, if:
   1. the Other Party does not fulfil its obligations pursuant to the agreement or does not fulfil them completely or on time;
   2. after concluding the agreement, circumstances of which the User has become aware give it good reason to fear that the Other Party will not fulfil its obligations;
   3. upon entering into the agreement the Other Party was requested to provide security for performance of its obligations under the agreement and such security has not been provided or is insufficient;
   4. because of delay on the Other Party's part, the User can no longer be required to fulfil the agreement on the originally agreed upon conditions;
   5. circumstances occur that are of such a nature that fulfilment of the agreement cannot possibly be required of the User or unaltered maintenance of this agreement cannot reasonably be required of the User.
2. If the termination is attributable to the Other Party, the User will be entitled to compensation for the loss, including costs which arose directly or indirectly.
3. If the agreement is terminated, any amounts owed by the Other Party to the User will become immediately due and payable. If the User suspends the performance of its obligations, it will retain its claims pursuant to the law and the agreement.
4. If the User proceeds with suspension or termination on the grounds stated above in this article, for that reason it will not be obliged to compensate the loss and costs caused in any way whatsoever or to indemnify the Other Party, whereas the Other Party, due to breach of contract, will be obliged to pay compensation or indemnify the User.
5. If the User terminates the agreement early, the User will, in consultation with the Other Party, transfer any work still to be performed to third parties. The above does not apply if the Other Party is to blame for the termination. Unless the User can be blamed for early termination, the costs for transfer will be charged to the Other Party. The User will inform the Other Party in advance as much as possible about the scope of these costs. The Other Party will be obliged to pay these costs within the period stated for payment by the User, unless the User indicates otherwise.
6. In the case of winding-up, (application for) suspension of payments or (petition for) liquidation, attachment - if and to the extent that the attachment has not been lifted within three months - at the Other Party's expense, debt restructuring or another circumstance as a result of which the Other Party can no longer dispose freely of its assets, the User will be at liberty to terminate the agreement at once and with immediate effect or to cancel the order or the agreement, without any obligation on its part to pay compensation or indemnification. The User's claims against the Other Party will in that case be immediately due and payable.
7. If the Other Party fully or partially cancels an order that has been placed, any items ordered or prepared for it, plus any costs for supply, removal and delivery thereof and the working time reserved for performance of the agreement, will be charged in full to the Other Party.
8. The User must deliver an order within 30 days. If the User has not complied with the above, the Other Party may cancel the purchase agreement free of charge.

Article 7 Right to cancel

You have the right to cancel this contract within 30 days without giving any reason. The cancellation period will expire after 30 days from the day on which you acquire, or a third party other than the carrier and indicated by you acquires, physical possession of the last good.

To exercise the right to cancel, you must inform us (Thom Sales B.V.., Rootven 19, 5531MB, Bladel - Nederland, customerservice@foris.nl) of your decision to cancel this contract by a clear statement (e.g. a letter sent by post, fax or e-mail). You may use the model cancellation form, but it is not obligatory.

To meet the cancellation deadline, it is sufficient for you to send your communication concerning your exercise of the right of cancel before the cancellation period has expired.

Effects of cancellation

If you cancel this contract, we will reimburse to you all payments received from you, including the costs of delivery (except for the supplementary costs arising if you chose a type of delivery other than delivery other than the least expensive type of standard delivery offered by us), without undue delay and in any event not later than 14 days from the day on which we are informed about your decision to withdraw from this contract. We will make the reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement. We may withhold reimbursement until we have received the goods back or you have supplied evidence of having sent back the goods, whichever is the earliest.

You shall send back the goods or hand them over to us, without undue delay and in any event not later than 30 days from the day on which you communicate your withdrawal from this contract to us. The deadline is met if you send back the goods before the period of 30 days has expired. You will have to bear the direct cost of returning the goods. You are only liable for any diminished value of the goods resulting from the handling other than what is necessary to establish the nature, characteristics and functioning of the goods.

Article 8 Costs in case of withdrawal

1. If the Counterparty exercises his/her right of withdrawal, he/she will be liable for the cost of return shipping at most. The Counterparty must take into account that the cost of return shipping of parcels that deviate from the standard measurements maintained by the chosen carrier may be significantly higher. The Counterparty is advised to gather clear information about shipping costs from the chosen carrier in advance.
2. If the Counterparty has paid an amount, the User will refund this amount as soon as possible and at most within 14 days after return or withdrawal. This is free of charge to the counterparty.

Article 9 Exclusion of the right of withdrawal

1. The User may exclude the right of withdrawal of the Counterparty insofar as provided in paragraph 2. The exclusion of the right of withdrawal is only valid if the User has clearly stated this in the offer, or at least in a timely manner before the conclusion of the agreement.

2. The right to cancel does not apply to the following kind of contracts:

   • Contracts for the supply of goods that are made to the consumer’s specifications or are clearly personalised.
   • Contracts for the supply of goods which are liable to deteriorate or expire rapidly.
   • Contracts for the supply of sealed goods which are not suitable for return due to health protection or hygiene reasons and were unsealed after delivery.
   • Contracts for the supply of goods which are, after delivery, according to their nature, inseparably mixed with other items.
   • Contracts for the supply of sealed audio or sealed video recordings or sealed computer software which were unsealed after delivery.
   • Contracts for the supply of a newspaper, periodical or magazine with the exception of subscription contracts for the supply of such publications.

If you are buying an additional service with your item, such as assembly and adjustment according to your instructions of products including bicycles, fitness equipment and other items, as well as the installation of extra parts and/or accessories on the bicycle whereby these instructions have come specifically from the buyer in accordance with his personal requirements, the buyer has the right to a partial refund.

Article 10 Force majeure

1. The User will not be obliged to fulfil any obligation towards the Other Party if the User is prevented from doing so due to a circumstance not attributable to any wrongful act on its part or chargeable to it in accordance with the law, any juristic act or generally accepted practice.
2. In these general terms and conditions, ‘force majeure’ will, in addition to what is understood in this respect in the law and in case law, be understood to mean all foreseen and unforeseen external factors upon which the User cannot exert any influence and which mean the User is not able to fulfil its obligations. The User also has the right to invoke force majeure if the circumstance that prevents (further) performance of the agreement occurs after the User should have fulfilled its obligation.
3. During the period of force majeure the User may suspend its obligations under the agreement. If this period lasts for longer than two months, both parties will be entitled to terminate the agreement without any obligation to compensate damage suffered by the other party.
4. Insofar as the User has already fulfilled or will still be able to fulfil part of its obligations pursuant to the agreement at the moment when force majeure occurs and if any obligations already fulfilled or obligations that it can still fulfil have an independent value, the User will be entitled to charge the Other Party separately for the obligations already fulfilled or that can still be fulfilled. The Other Party will be obliged to pay this invoice as if there were a separate agreement.

Article 11 Payment and collection costs

1. Payment must be made prior to shipment in a manner to be indicated by the User and in the currency in which the invoice is made out, unless stated otherwise by the User in writing. The User is entitled to invoice periodically.
2. If the Other Party fails to pay an invoice in due time, the Other Party will be in default by operation of law. The Other Party will then owe interest. In the case of a customer purchase, the interest will be equivalent to the statutory interest. In other cases, the Other Party will owe interest of 1% a month, unless the statutory interest is higher, in which case the statutory interest will be due. Interest on the due and payable amount will be calculated from the moment that the Other Party is in default until the amount due is paid in full.
3. The User will be entitled to use payments made by the Other Party in the first instance to reduce the costs, then to reduce interest that has become due, and finally to reduce the principal sum and current interest.
4. Without being in default, the User may refuse an offer of payment if the Other Party indicates another order for allocation of the payment. The User may refuse repayment in full of the principal sum if the interest that has become due, current interest and collection costs are not also paid.
5. Any objections to the amount of an invoice will not suspend the payment obligation.
6. If the Other Party defaults in the (timely) fulfilment of its obligations, it will be charged all reasonable extrajudicial collection costs. The extrajudicial costs will be charged based on common practice in the Dutch debt collection sector at that time, which is currently the calculation method in the Voorwerk II report. However, if the User incurred higher costs for collection than can be considered reasonable, the actual costs incurred will be eligible for reimbursement. Any judicial and enforcement costs incurred will also be recovered from the Other Party. The Other Party will also owe interest on the collection costs due.

Article 12 Retention of title

1. All items delivered by the User within the scope of the agreement will remain the User's property until the Other Party has properly fulfilled all its obligations arising from the agreement(s) concluded with the User.
2. The items delivered by the User, which pursuant to paragraph 1 are subject to retention of title, may not be resold and may never be used as a payment instrument. The Other Party will not be authorised to pledge the goods that are subject to the retention of title, or to encumber them in any other way whatsoever.
3. The Other Party must at all times do everything that may reasonably be expected of it in order to safeguard the User’s property rights.
4. In the event of third-party attachment of the items delivered which are subject to retention of title, or if any third parties wish to establish or exercise any rights in respect of such items, the Other Party will be obliged to notify the User of this immediately.
5. The Other Party undertakes to insure and keep insured the items delivered which are subject to retention of title against fire, explosion damage, water damage and theft and to allow inspection of the insurance policy on demand by the User. If a payment is made under this insurance, the User will be entitled to this money. Wherever necessary, the Other Party undertakes to cooperate with the User with anything that should (turn out to) be necessary or desirable within that scope.
6. In the event that the User wishes to exercise its property rights referred to in this article, the Other Party gives unconditional and irrevocable permission in advance to the User and any third parties to be appointed by the User to enter all those places where the User's properties are located and to take back such items.

Article 13 Guarantees, inspection and complaints

1. The goods to be delivered by the User comply with the usual requirements and standards that may reasonably be imposed on them at the time of delivery and for which they are intended if used normally in the Netherlands. The guarantee referred to in this article applies to items that are destined to be used in the Netherlands. In case of use outside of the Netherlands, the Other Party must verify whether the items are suitable for this and whether they meet the conditions set there. In that case, the User may set other terms of guarantee and other conditions in respect of the items to be delivered or the work to be carried out.
2. The guarantee referred to in paragraph 1 of this article applies to the bicycle and covers the frame and front forks for 10 years, the paintwork for 5 years against rusting from the inside and the parts for 1 year, excluding the tyres after delivery, unless the nature of the delivered items dictates otherwise or if the parties have agreed otherwise. If the guarantee provided by the User concerns an item manufactured by a third party, the guarantee will be limited to the guarantee provided by the manufacturer of the item, unless stated otherwise. After the guarantee period has expired, all costs for repair or replacement, including administrative, shipment and call-out charges, will be charged to the Other Party.
3. Any form of guarantee will cease to apply if a defect has been caused as a result of or arising from inexpert or improper use of an item or use after the best-before date, improper storage or maintenance by the Other Party and/or third parties if, without the User's written consent, the Other Party or third parties have made changes or tried to make changes to the item, affixed other items to it that should not be affixed or if the item has been processed or treated in a manner other than prescribed. The Other Party is also not able to make a claim under the guarantee if the defect has been caused by or is the result of circumstances that the User has no control over, such as weather conditions (including but not limited to extreme rainfall or temperatures), etc.
4. The Other Party will not be able to make a claim because the delivered item did not comply with the agreement if it did not inform the vendor of this within a reasonable period of time after having discovered this or after it reasonably should have discovered this. At this time, the Other Party must inspect whether the quality and/or quantity of the delivered items is in accordance with what was agreed and whether it satisfies the requirements of the parties in that respect. Any defects should be reported to the User upon delivery within a reasonable period following discovery. Notification within a period of two months after delivery is considered to be within the specified time. In order to enable the User to respond adequately, the report must contain a description of the defect that is as detailed as possible. The Other Party must give the User the opportunity to investigate a complaint or have it investigated.
5. If the Other Party submits a complaint in due time, this will not suspend its payment obligation. In that case, the Other Party also remains obliged to take delivery of and pay for the other items ordered, unless these do not have an independent value.
6. In the event that a defect is reported later, the Other Party will no longer be entitled to repair, replacement or compensation, unless a longer period ensues due to the nature of the items or the other circumstances of the case.
7. If it has been established that the delivered item does not comply with the agreement or that the item is defective and that a complaint has been submitted in due time in that respect, the User will replace the defective item within a reasonable period of return or, if returning is not reasonably possible, of written notification in respect of the defect by the Other Party, at the User's discretion, deliver what is missing, or take care of the repair or pay the Other Party alternative compensation if the vendor can reasonably comply with this. In the event of replacement, the Other Party will be obliged to return the replaced item to the User and transfer ownership of the item to the User, unless the User indicates otherwise. The buyer cannot be charged for the costs of performance of the obligations referred to in paragraph 7.
8. The vendor is obliged, partly in view the nature of the item and the particular use of the item as provided for in the agreement, to perform its obligations referred to in paragraph 7 within a reasonable period and without the buyer being seriously inconvenienced.
9. In the case of a resale, the buyer, in deviation from paragraph 7, is only not entitled to the repair or replacement of the delivered item if repair or replacement is impossible or cannot be required from the User.
10. Repair or replacement cannot be required from the User in the case of resale if the costs of this are disproportionate to the costs of exercising another right or remedy to which the buyer is entitled, having regard to the value of the item if it were to conform to the agreement, the degree of divergence from what was agreed and to whether the alternative right or remedy can be exercised without serious inconvenience to the Other Party.
11. If it is established that a complaint is unfounded, the costs incurred by the User as a result of this, including investigation costs, will be payable in full by the Other Party.

Article 14 Liability

1. If the User should be found liable, its liability will be limited to the provisions of this article.
2. The User will not be liable for damage or loss of whatever nature, suffered because the User based itself on incorrect and/or incomplete information provided by or on behalf of the Other Party.
3. The User will exclusively be liable for direct damage or loss.
4. ’Direct damage or loss’ is exclusively understood to mean:
   • the reasonable costs, incurred in order to determine the cause and the extent of the damage or loss, in so far as this relates to direct damage or loss within the meaning of these terms and conditions;
   • any reasonable costs incurred in order to have the defective performance by the User conform to the agreement, to the extent that these can be attributed to the User;
   • reasonable costs, incurred in order to prevent or limit the damage or loss, in so far as the Other Party proves that these costs have led to a reduction of direct damage or loss within the meaning of these general terms and conditions.
5. The User will never be liable for indirect damage or loss, including consequential loss, loss of profits and savings or loss caused by business interruption or other delays. In the event of a customer purchase, this limitation will not go beyond the limitation permitted under Section 24 (2) of Book 7 of the Dutch Civil Code.
6. In the event that the User is liable for any damage or loss whatsoever, this liability on the part of the User will be limited to the invoice amount of the order at most and at any rate to that part of the order to which the liability relates.
7. The liability of the User will in any case be limited at all times to the amount payable by its insurer in such a case.
8. The limitations related to liability included in this article will not apply if damage or loss can be attributed to deliberate or gross negligence on the part of the User or its executive employees.

Article 15 Time limit

1. Notwithstanding the statutory time limits, the time limit for all the claims and defences put forward against the User and the third parties involved by the User in the performance of the agreement is one year.
2. The provisions of paragraph 1 do not apply to legal claims and defences based on facts which would justify the allegation that the delivered item failed to comply with the agreement. Such claims and defences will expire two years after the Other Party has informed the User of such non-conformity.

Article 16 Risk transfer

1. The risk of loss, damage or decrease in value will transfer to the Other Party at such time as the items are brought under the control of the Other Party.

Article 17 Indemnification

1. The Other Party indemnifies the User against any claims from third parties who suffer damage or loss in connection with the performance of the agreement and for which persons other than the User can be blamed.
2. If the User should be held liable by third parties for that reason, the Other Party will be obliged to assist the User at law and otherwise and immediately do all that may be expected of it in such a case. Should the Other Party fail to take adequate measures, the User will be entitled, without notice of default, to take action itself. All costs and damage or loss caused on the part of the User and third parties as a result will be fully at the Other Party's expense and risk.

Article 18 Intellectual property

1. The User reserves the rights and powers vested in it pursuant to the Dutch Copyright Act and other laws and regulations on intellectual property. The User has the right to also use its increased knowledge as a result of the performance of the agreement for other purposes, to the extent that this will not cause any strictly confidential information of the Other Party to be disclosed to third parties.

Article 19 Applicable law and disputes

1. Dutch law will apply exclusively to all legal relationships to which the User is a party, even if an undertaking is fully or partially carried out abroad or if the party involved in the legal relationship has its place of residence there. The applicability of the Vienna Sales Convention is excluded.
2. The parties will not apply to a court until they have done their utmost to settle a dispute by consultation.

Article 20 Delivery and execution

1. The User will exercise all due care when receiving and executing product orders and when assessing requests for the provision of services.
2. The place of delivery is the address provided to the company by the Other Party.
3. The User will execute the accepted orders with due speed, but within 30 days, unless a longer delivery period has been agreed. If the delivery is delayed or if an order cannot be delivered or can only be delivered in part, the Other Party will be notified within 30 days of placing the order. In this case, the Other Party is entitled to terminate the agreement at no cost and may be entitled to compensation.
4. If the agreement is terminated in accordance with the previous paragraph, the User will refund the Other Party the amount it has paid as soon as possible and within a maximum of 14 days after termination.
5. If it is not possible to deliver an ordered product, the User will make effort to provide a replacement product. The Other Party will be informed no later than the time of delivery in a clear and comprehensible manner, that it will receive a replacement product. In the case of replacement products, the right of withdrawal cannot be excluded. The costs of a return shipment are to be borne by the User.
6. Unless expressly agreed otherwise, the risk of damage to and/or loss of products will be for the User's account until the time that they have been delivered to the Other Party or to a representative designated in advance by the Other Party and of whom the User was notified.

Article 21 Complaints procedure

1. The User has a sufficiently published complaints procedure in place and any complaint will be dealt with in accordance with this complaints procedure.
2. Complaints about the performance of the agreement must be submitted to the User with full and clear details within a reasonable period after the Other Party has observed the defects.
3. Complaints submitted to the User will be responded to within 14 days of the date of receipt. If it is anticipated that a complaint will require a longer time to process, the User will respond within a period of 14 days with a confirmation of receipt and an indication of when the Other Party may expect to receive a more detailed reply.
4. If the complaint cannot be resolved by consultation, a dispute arises that is subject to the dispute settlement rules.

General Delivery Terms and Conditions - Business

Article 1. General

1. These conditions apply to any offer, quotation and agreement between Thom Sales B.V, trading under the names of Internet-Bikes, Internet-Automotive, Internet-Toys, Internet-Babyshop, Internet-Sportandcasuals, Internet-Eyewear, Internet-Home&Garden, Internet-Partyshop, Internet-Outdoorshop, Internet-Petshop and Internet-Health&Beauty, hereinafter referred to as 'User' and an Other Party to whom the User has declared these conditions applicable, to the extent that these conditions have not been deviated from explicitly and in writing by the parties.
2. These conditions also apply to any agreements with the User, for the performance of which the User must involve third parties.
3. These general terms and conditions have also been drawn up for the User's employees and management board.
4. The applicability of any purchase or other conditions of the Other Party is explicitly rejected.­
5. Should all or part of one or more of the stipulations of these general terms and conditions at any time be void or be declared null and void, the remaining stipulations of these general terms and conditions will remain intact. In that case, the User and the Other Party will consult in order to reach agreement on new provisions to replace the void or nullified provisions, taking into consideration as much as possible the objective and purport of the original provisions.
6. If there is any lack of clarity as to the interpretation of one or more provisions of these general terms and conditions, it/they must be interpreted 'in the spirit' of these provisions.
7. If a situation should occur between the parties that has not been provided for in these general terms and conditions, this situation must be assessed according to the spirit of these general terms and conditions.
8. If the User does not always require strict compliance with these conditions, this does not mean that their provisions do not apply or that the User loses the right to require strict compliance with the provisions of these conditions in any other cases.

Article 2 Offers and quotations

1. Any offers and quotations submitted by the User are without obligation, unless a time period for acceptance has been specified in the quotation. An offer or quotation expires if the product that the offer or quotation relates to is no longer available.
2. The User cannot be bound by its offers or quotations if the Other Party can reasonably understand that the offers or quotations, or part thereof, contain an obvious mistake or error in writing.
3. The prices included in an offer or quotation are inclusive of VAT and other government levies as well as any costs to be incurred within the scope of the agreement, including shipping costs and administrative expenses, unless stated otherwise.
4. If acceptance derogates (whether or not on minor points) from the offer or quotation submitted, the User will not be bound by it. Such deviating acceptance will not result in an agreement between the parties being concluded, unless specified otherwise by the User.
5. A combined quotation will not oblige the User to supply part of the order for a corresponding fraction of the specified price. Offers or quotations will not automatically apply to any future orders.
6. All offers, photographs, product specifications and prices on one of the User's websites are subject to printer's and typesetting errors. We do not accept any liability for the consequences of printer's and typesetting errors.

Article 3 Contract term; delivery periods, performance and modification of the agreement; price increase

1. The agreement between the User and the Other Party will be entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or if the parties agree otherwise explicitly and in writing.
2. If a period has been agreed on or stated for the completion of certain work or for the delivery of certain items, then this will never be a strict deadline. If a period is exceeded, the Other Party must give the User notice of default in writing. The User must be given a reasonable period for fulfilment of the agreement.
3. The User will have the right to have certain work performed by third parties.
4. The User is entitled to have the agreement performed in various phases and to invoice the part that has been completed separately.
5. If the agreement will be performed in phases, the User may suspend performance of such parts as pertain to a following phase until the Other Party has approved the results of the preceding phase in writing.
6. In the event that the User requires information from the Other Party for the performance of the agreement, the performance period will not commence until after the Other Party has made this information available to the User, fully and correctly.
7. If it becomes apparent during the performance of the agreement that proper performance requires a change or addition to the agreement, the parties will amend the agreement in good time and in consultation. In the event that the nature, scope or content of the agreement is changed, whether or not at the request or on the instructions of the Other Party, the competent authorities, etc., and the quality and/or quantity of what has been agreed changes as a result, this may also have consequences for what was originally agreed. The original amount agreed on may thus be increased or decreased. The User must, to the extent possible, submit an estimate of this in advance. If the agreement is changed, the originally specified performance period may also be changed. The Other Party accepts the possibility that the agreement may be changed, including changes in price and performance period.
8. If the agreement is changed, including any supplements, the User will be entitled to implement this after an authorised person of the User's company has approved it and the Other Party has agreed to the price stated for the performance and other conditions, including the time, to be determined, when performance is to take place. Not implementing the changed agreement, or not immediately, does not constitute a breach of contract on the User's part and is not a ground for termination of the agreement for the Other Party.
9. Without being in default, the User may refuse a request to change the agreement if this could have consequences for the quality and/or quantity of what has been agreed, for example for the work to be carried out in that respect or items to be delivered.
10. If the Other Party should fail to fulfil its obligations towards the User, the Other Party will be liable for all damage or loss (including costs) on the User's part, caused directly or indirectly as a result.
11. If, upon concluding the agreement, the User agrees on a certain price, the User will nevertheless be entitled to increase the price if either of the following circumstances occurs, even if the price was originally not stated subject to all rights.
    • If the price increase is the result of a change to the agreement;
    • If the price increase results from a power vested in the User or an obligation that rests with the User pursuant to the law;
    • In other cases, on the understanding that the Other Party, who is not acting in the course of a profession or a business, is entitled to terminate the agreement by means of a written statement if the price increase amounts to more than 10% and takes place within three months of conclusion of the agreement, unless the User is still willing to perform the agreement based on what was agreed on originally or if it has been stipulated that delivery will take place more than three months after the purchase.

Article 4 Suspension, termination and early termination of the agreement

1. The User will be entitled to suspend the fulfilment of its obligations or to terminate the agreement at once and with immediate effect, if:
   1. the Other Party does not fulfil its obligations pursuant to the agreement or does not fulfil them completely or on time;
   2. after concluding the agreement, circumstances of which the User has become aware give it good reason to fear that the Other Party will not fulfil its obligations;
   3. upon entering into the agreement the Other Party was requested to provide security for performance of its obligations under the agreement and such security is not provided or is insufficient;
   4. because of delay on the Other Party's part, the User can no longer be required to fulfil the agreement on the originally agreed upon conditions;
   5. circumstances occur that are of such a nature that fulfilment of the agreement cannot possibly or unaltered maintenance of this agreement cannot reasonably be required of the User.
2. If the Other Party can be blamed for the termination, the User will be entitled to compensation of the loss, including the costs caused directly or indirectly.
3. If the agreement is terminated, any amounts owed by the Other Party to the User will become immediately due and payable. If the User suspends the performance of its obligations, it will retain its claims pursuant to the law and the agreement.
4. If the User proceeds with suspension or termination on the grounds stated above in this article, for that reason it will not be obliged to compensate the loss and costs caused in any way whatsoever or to indemnify the Other Party, whereas the Other Party, due to breach of contract, will be obliged to pay compensation or indemnify the User.
5. If the User terminates the agreement early, the User will, in consultation with the Other Party, transfer any work still to be performed to third parties. The above does not apply if the Other Party is to blame for the termination. Unless the User can be blamed for early termination, the costs for transfer will be charged to the Other Party. The User will inform the Other Party in advance as much as possible with respect to the scope of these costs. The Other Party will be obliged to pay these costs within the period stated for payment by the User, unless the User indicates otherwise.
6. In case of winding-up, (application for) suspension of payments or (petition for) liquidation, attachment - if and to the extent that the attachment has not been lifted within three months - at the Other Party's expense, debt rescheduling or another circumstance as a result of which the Other Party can no longer dispose freely of its assets, the User will be at liberty to terminate the agreement at once and with immediate effect or to cancel the order or the agreement, without any obligation on its part to pay compensation or indemnification. The User's claims against the Other Party will in that case be immediately due and payable.
7. If the Other Party fully or partially cancels an order that has been placed, any items ordered or prepared for it, plus any costs for supply, removal and delivery thereof and the working time reserved for performance of the agreement, will be charged in full to the Other Party.
8. The User must deliver an order within 30 days. If the User has not complied with the above, the Other Party may cancel the purchase agreement free of charge.

Article 4A Cancellation

Naturally, it is possible that you reconsider your purchase after placing a product order. In that case, you may cancel your order (only via e-mail), but only within 7 days of your order and provided that the item has not already been processed within that period. No charges will be made for this.

If the order has already been dispatched, an approval period of 30 days following receipt of your order applies under the Dutch Distance Selling Act.
The costs of returning your order will be at your own expense.

If you not only buy a product but an additional service as well, such as having a bicycle prepared and adjusted on your instructions, as well as having extra parts and/or accessories fitted to the bicycle in line with your personal requirements, this approval period does not apply. Purchase agreements cannot be cancelled if you have commissioned us, as an additional service, to prepare and adjust the bicycle according to your specifications, as well as to fit extra parts and/or accessories to the bicycle in line with your personal requirements. (Distance Selling Act, Section 46 (4)(b) (1) to (3) of Book 7 of the Dutch Civil Code. )

If you wish to cancel an order, you must always quote the invoice number. Unfortunately, we cannot cancel your order in our computer system without the invoice number.

Article 5 Force majeure

1. The User will not be obliged to fulfil any obligation towards the Other Party if the User is prevented from doing so due to a circumstance not attributable to any wrongful act on its part or chargeable to it in accordance with the law, any juristic act or generally accepted practice.
2. In these general terms and conditions, ‘force majeure’ will, in addition to what is understood in this respect in the law and in case law, be understood to mean all foreseen and unforeseen external factors upon which the User cannot exert any influence and which mean the User is not able to fulfil its obligations. The User also has the right to invoke force majeure if the circumstance that prevents (further) performance of the agreement occurs after the User should have fulfilled its obligation.
3. During the period of force majeure the User may suspend its obligations under the agreement. If said period lasts longer than two months, both parties will be entitled to terminate the agreement without any obligation to compensate damage suffered by the other party.
4. Insofar as the User has already fulfilled or will still be able to fulfil part of its obligations pursuant to the agreement at the moment when force majeure occurs and if any obligations already fulfilled or obligations that it can still fulfil have an independent value, the User will be entitled to charge the Other Party separately for the obligations already fulfilled or that can still be fulfilled. The Other Party will be obliged to pay this invoice as if there were a separate agreement.

Article 6 Payment and collection costs

1. If the Other Party fails to pay an invoice in due time, the Other Party will be in default by operation of law. The Other Party will then owe interest. In case of a customer purchase, the interest will be equivalent to the statutory interest. In other cases, the Other Party will owe interest of 1% a month, unless the statutory interest is higher, in which case the statutory interest will be due. Interest on the due and payable amount will be calculated from the moment that the Other Party is in default until the amount due is paid in full.
2. The User will be entitled to use payments made by the Other Party in the first instance to reduce the costs, then to reduce interest that has fallen due, and finally to reduce the principal sum and current interest.
3. Without being in default, the User may refuse an offer of payment if the Other Party indicates another order for allocation of the payment. The User may refuse repayment in full of the principal sum if the interest that has fallen due, current interest and collection costs are not paid as well.
4. Any objections to the amount of an invoice will not suspend the payment obligation.
5. If the Other Party defaults in the (timely) fulfilment of its obligations, it will be charged all reasonable extrajudicial collection costs. The extrajudicial costs will be charged based on common practice in the Dutch debt collection sector at that time, which is currently the calculation method according to the Voorwerk II report. However, if the User incurred higher costs for collection that can be considered reasonable, the actual costs incurred will be eligible for reimbursement. Any judicial and enforcement costs incurred will also be recovered from the Other Party. The Other Party will also owe interest on the collection costs due.

Article 7 Retention of title

1. All items delivered by the User within the scope of the agreement will remain the User's property until the Other Party has properly fulfilled all its obligations arising from the agreement(s) concluded with the User.
2. The items delivered by the User, which pursuant to paragraph 1 are subject to retention of title, may not be resold and may never be used as payment instrument. The Other Party will not be authorised to pledge the goods that are subject to the retention of title, or to encumber them in any other way whatsoever.
3. The Other Party must at all times do all that which may reasonably be expected of it in order to safeguard the User’s property rights.
4. In the event of third-party attachment of the items delivered subject to retention of title, or if any third parties wish to establish or exercise any rights in respect of such items, the Other Party will be obliged to notify the User of this immediately.
5. The Other Party undertakes to insure and keep insured the items delivered subject to retention of title against fire, explosion damage, water damage and theft and to allow inspection of the insurance policy on demand by the User. In case of insurance payment, the User will be entitled to such money. To the extent necessary, the Other Party undertakes towards the User to cooperate in anything that should (turn out to) be necessary or desirable within that scope.
6. In the event that the User wishes to exercise its property rights referred to in this article, the Other Party gives unconditional and irrevocable permission in advance to the User and any third parties to be appointed by the User to enter all those places where the User's properties are located and to take back such items.

Article 8 Guarantees, inspection and complaints

1. The goods to be delivered by the User comply with the usual requirements and standards that may reasonably be imposed on them at the time of delivery and for which they are intended if used normally in the Netherlands. The guarantee referred to in this article applies to items that are destined to be used in the Netherlands. In case of use outside the Netherlands, the Other Party must verify whether the use thereof is suitable for use there and whether it satisfies the conditions set for it. In that case, the User may set other guarantee and other conditions in respect of the items to be delivered or the work to be carried out.
2. The guarantee referred to in paragraph 1 of this article applies to the bicycle for a period of 10 years for the frame and the fork, for a period of 5 years for the paintwork with respect to rust from the inside out, and a period of 1 year for the parts, except for the tyres after delivery, unless the nature of the delivered items dictates otherwise or if the parties have agreed otherwise. If the guarantee provided by the User concerns an item manufactured by a third party, the guarantee will be limited to the guarantee provided by the manufacturer of the item, unless stated otherwise. After the guarantee period has expired, all costs for repair or replacement, including administrative, shipment and call-out charges, will be charged to the Other Party.
3. Any form of guarantee will cease to exist if a defect has been caused as a result of or arising from inexpert or improper use of an item or use after the best-before date, improper storage or maintenance by the Other Party and/or third parties if, without the User's written consent, the Other Party or third parties have made changes or tried to make changes to the item, affixed other items to it that should not be affixed or if the item has been processed or treated in a manner other than prescribed. The Other Party cannot make a claim under the guarantee either if the defect has been caused by or is the result of circumstances that the User has no control over, such as weather conditions (including but not limited to extreme rainfall or temperatures), etc.
4. The Other Party will be obliged to inspect the delivered items or to have the items inspected within 24 hours when the goods are made available to it or when the work in question has been carried out respectively. At such time, the Other Party must inspect whether the quality and/or quantity of the delivered items is in accordance with what was agreed and satisfies the requirements of the parties in that respect. Any defects should be reported to the User upon delivery. In order to enable the User to respond adequately, the report must contain a description of the defect that is as detailed as possible. The Other Party must give the User the opportunity to investigate a complaint or have it investigated.
5. If the Other Party submits a complaint in due time, this will not suspend its payment obligation. In that case, the Other Party also remains obliged to take delivery of and pay for the other items ordered, unless these do not have an independent value.
6. In the event that a defect is reported later, the Other Party will no longer be entitled to repair, replacement or compensation, unless a longer period ensues from the nature of the items or the other circumstances of the case.
7. If it has been established that the item is defective and that a complaint has been submitted in due time in that respect, the User will replace the defective item within a reasonable period of return or, if returning is not reasonably possible, of written notification in respect of the defect by the Other Party, at the User's discretion, or take care of repair thereof or pay the Other Party alternative compensation. In the event of replacement, the Other Party will be obliged to return the replaced item to the User and transfer ownership thereof to the User, unless the User indicates otherwise.
8. If it is established that a complaint is unfounded, the costs incurred by the User as a result thereof, including investigation costs, will be payable in full by the Other Party.

Article 9 Liability

1. If the User should be found liable, its liability will be limited to the provisions of this article.
2. The User will not be liable for damage or loss of whatever nature, suffered because the User based itself on incorrect and/or incomplete information provided by or on behalf of the Other Party.
3. The User will exclusively be liable for direct damage or loss.
4. ’Direct damage or loss’ is exclusively understood to mean:
   • the reasonable costs, incurred in order to determine the cause and the extent of the damage or loss, in so far as the determination relates to direct damage or loss within the meaning of these terms and conditions;
   • any reasonable costs incurred in order to have the defective performance by the User conform to the agreement, to the extent that these can be attributed to the User;
   • reasonable costs, incurred in order to prevent or limit the damage or loss, in so far as the Other Party proves that these costs have led to a reduction of direct damage or loss within the meaning of these general terms and conditions.
5. The User will never be liable for indirect damage or loss, including consequential loss, loss of profits and savings or loss caused by business interruption or other delays. In the event of a customer purchase, this limitation will not go beyond the limitation permitted pursuant to Section 24 (2) of Book 7 of the Dutch Civil Code.
6. In the event that the User is liable for any damage or loss whatsoever, this liability on the part of the User will be limited to the invoice amount of the order at most, at any rate to that part of the order to which the liability relates.
7. The liability of the User will in any case at all times be limited to the amount payable by the insurer in such a case.
8. The limitations related to liability included in this article will not apply if damage or loss can be attributed to deliberate or gross negligence on the part of the User or its executive employees.

Article 10 Time limit

1. Notwithstanding the statutory time limits, the time limit for all the claims and defences put forward against the User and the third parties involved by the User in the performance of the agreement is one year.
2. The provisions of paragraph 1 do not apply to legal claims and defences based on facts which would justify the allegation that the delivered item fails to comply with the agreement. Such claims and defences will become time-barred by the lapse of two years after the Other Party has informed the User of such non-conformity.

Article 11 Risk transfer

1. The risk of loss, damage or decrease in value will transfer to the Other Party at such time as the items are brought under the control of the Other Party.

Article 12 Indemnification

1. The Other Party indemnifies the User against any claims from third parties who suffer damage or loss in connection with the performance of the agreement and for which others than the User can be blamed.
2. If the User should be held liable by third parties for that reason, the Other Party will be obliged to assist the User at law and otherwise and immediately do all that may be expected of it in such case. Should the Other Party fail to take adequate measures, the User will be entitled, without notice of default, to take action itself. All costs and damage or loss caused on the part of the User and third parties as a result will be fully at the Other Party's expense and risk.

Article 13 Intellectual property

1. The User reserves the rights and powers vested in it pursuant to the Dutch Copyright Act and other laws and regulations on intellectual property. The User has the right to use the increased knowledge as a result of the performance of the agreement for other purposes, to the extent that this will not cause any strictly confidential information of the Other Party to be disclosed to third parties.

Article 14 Applicable law and disputes

1. Dutch law will apply exclusively to all legal relationships to which the User is a party, even if an undertaking is fully or partially carried out abroad or if the party involved in the legal relationship has its place of residence there. The applicability of the Vienna Sales Convention is excluded.
2. The parties will not apply to a court until they have done their utmost to settle a dispute by consultation.