+31 6 5374 1651
Doornhoek 3750 | 5465 TA | VEGHEL

GENERAL TERMS AND CONDITIONS OF OPHEIJ MOTOREN B.V.

Located at Doornhoek 3750 in (5465TA) Veghel (Netherlands). Registered with the Chamber of Commerce under number 60355964

ARTICLE 1. DEFINITIONS

In these general terms and conditions, the following terms are used, unless explicitly stated otherwise or the context indicates otherwise:

  1. Opheij Motoren: The private limited company Opheij Motoren B.V., party to the agreement with the buyer, and user of the general terms and conditions pursuant to Article 6:231(b) of the Dutch Civil Code.
  2. Buyer: The natural or legal person who commissions Opheij Motoren to perform work, provide services, or receives goods from Opheij Motoren, and is a party to the agreement with Opheij Motoren.

ARTICLE 2. APPLICABILITY

  1. These general terms and conditions apply to all offers, agreements, and deliveries with Opheij Motoren of any kind, unless their application is entirely or partially expressly excluded in writing or otherwise agreed upon.
  2. Any general terms and conditions of the buyer, by whatever name, are expressly rejected. Deviations from and additions to these conditions are only applicable if expressly and in writing agreed upon by Opheij Motoren.
  3. If Opheij Motoren tacitly allows deviations from these general terms and conditions for a certain period, it still retains the right to demand strict and immediate compliance with these conditions. The buyer cannot derive any rights from how Opheij Motoren applies these conditions.
  4. These terms and conditions also apply to all agreements with Opheij Motoren, whereby third parties are involved. These third parties can directly obtain the terms and conditions from the buyer.
  5. If one or more provisions in the general terms and conditions or any other agreement with Opheij Motoren are contrary to a mandatory statutory provision or any applicable legal regulation, the relevant provision will be deemed void and replaced by a new, legally permissible, and comparable provision of Opheij Motoren.
  6. The buyer, with whom these general terms and conditions have once been agreed upon, is deemed to have tacitly agreed to the applicability of Opheij Motoren’s general terms and conditions in a subsequent agreement.
  7. In the event of a conflict between the content of an agreement between the buyer and Opheij Motoren and these general terms and conditions, the content of the agreement prevails.

ARTICLE 3. OFFERS AND QUOTATIONS

  1. All offers and quotations from Opheij Motoren are revocable and non-binding, unless otherwise stated in writing.
  2. The buyer must provide Opheij Motoren with accurate and complete measurements, requirements, and specifications directly or indirectly on which Opheij Motoren bases its offers.
  3. A composite price quotation does not oblige Opheij Motoren to include part of the offered or quoted goods in the offer, nor to perform part of the required work for a corresponding part of the quoted price.
  4. The content of the delivery is determined solely by the description of the delivery or assignment in the offer and order confirmation. If acceptance deviates (on minor points) from the offered offer, Opheij Motoren is not bound by it. The agreement is not concluded in accordance with this deviating acceptance, unless Opheij Motoren indicates otherwise.
  5. Obvious errors or incorrect descriptions in Opheij Motoren’s offer are not binding.
  6. The prices in Opheij Motoren’s offers and quotations are exclusive of VAT and other government levies, as well as any costs incurred in the context of the assignment, including transport and packaging costs, unless stated otherwise.
  7. Offers and quotations do not automatically apply to future repeat orders.
  8. Shock absorbers, street cabinets, and specials are made to order and are intended for a specific customer. Therefore, they cannot be returned.

ARTICLE 4. FORMATION OF THE AGREEMENT

  1. Unless otherwise provided, an agreement with Opheij Motoren is only concluded after Opheij Motoren has accepted an assignment in writing, respectively confirmed it. The order confirmation is deemed to correctly and completely reflect the agreement unless the buyer immediately protests in writing.
  2. Any later supplementary agreements or changes are only binding on Opheij Motoren if they are confirmed in writing by Opheij Motoren within fourteen (14) days and the buyer does not protest in writing within three (3) working days.
  3. For agreements, activities, or transactions for which no written offer or order confirmation is issued due to their scope and nature, the invoice is deemed to correctly and completely reflect the agreement unless a written protest is made within seven (7) working days after the invoice date.
  4. Any agreement entered into by Opheij Motoren is made under the suspensive condition that Opheij Motoren is authorized to check the buyer’s creditworthiness, in connection with the financial obligations of the agreement. Should Opheij Motoren reasonably believe that the buyer is not (sufficiently) creditworthy, Opheij Motoren has the right to suspend the obligations temporarily. If such suspension is necessary, Opheij Motoren will inform the buyer immediately and offer the buyer the opportunity to provide security.

ARTICLE 5. DELIVERY AND DELIVERY TIMES

  1. Unless otherwise agreed, delivery takes place from the warehouse in Veghel. Unless expressly agreed otherwise in writing by both parties, all costs for transporting the goods to be delivered, as well as all associated costs such as packaging, insurance costs, etc., are borne by the buyer.
  2. If the delivery of goods takes place at a delivery address specified by the buyer, the buyer must ensure that the location where the goods are to be delivered is easily accessible and passable for transport or supply of goods over a paved road.
  3. If Opheij Motoren specifies a delivery or execution period for the agreement, this is purely indicative. Therefore, a given delivery time can never be considered a deadline. In case of exceeding a term, the buyer must give Opheij Motoren written notice of default. Opheij Motoren must then be given a reasonable period to still execute the agreement.
  4. Opheij Motoren has the right to have certain work performed by third parties if Opheij Motoren deems it necessary for proper execution of the agreement.
  5. The buyer must ensure that all information, which Opheij Motoren indicates is necessary or which the buyer should reasonably understand is necessary for the execution of the agreement, is provided to Opheij Motoren in a timely manner. If the information required for the execution of the agreement is not provided to Opheij Motoren in a timely manner, Opheij Motoren has the right to suspend execution of the agreement and/or charge the additional costs arising from the delay according to the usual rates.
  6. It is allowed for Opheij Motoren to deliver the sold goods in parts. If goods are delivered in parts, Opheij Motoren is entitled to invoice each part separately and to demand payment according to the applicable payment terms.
  7. The buyer is obliged to accept the sold goods at the time they are available or delivered to the buyer.
  8. If it is not possible to deliver the goods to the buyer due to a cause within the buyer’s environment, Opheij Motoren reserves the right to store these items at the buyer’s risk and expense. After storage, a period of thirty (30) days applies within which the buyer must enable Opheij Motoren to deliver the goods. This, unless Opheij Motoren has expressly set a different term.
  9. If the buyer fails to fulfill his obligations at the expiration of the terms as stated in the previous paragraph of this article, he is legally in default and Opheij Motoren has the right to dissolve the agreement in whole or in part in writing, without prior or further notice, without judicial intervention, and without being obliged to pay compensation, costs, or interest. Opheij Motoren is entitled to sell the goods to third parties, use the goods for the execution of other agreements, or discreetly destroy the goods already made. The foregoing does not affect the buyer’s obligation to pay the agreed established price or due price, as well as any storage and/or other costs.
  10. Opheij Motoren is always entitled to demand prepayment, cash payment, cash payment upon delivery, or other securities for the fulfillment of the buyer’s financial obligations before delivery or the start of the work to be performed.
  11. The delivery time for items is usually five (5) working days.

ARTICLE 6. INSPECTION AND COMPLAINTS

  1. The buyer must inspect the received goods immediately upon delivery for any deviations from the agreed upon. Any complaints about the delivered goods must be submitted in writing to Opheij Motoren within eight (8) days of delivery, along with the attached delivery note. After the aforementioned periods have expired, the delivery is deemed irrevocably and unconditionally accepted by the buyer. The buyer must keep the defective products available for Opheij Motoren. Filing an objection does not suspend the buyer’s payment obligation concerning the relevant items.
  2. If the goods are visibly damaged upon arrival, the buyer must issue a written statement to the carrier within twenty-four (24) hours after receipt of the goods by means of a note on the delivery note, deviating from the provisions in paragraph 1 of this article, and notify Opheij Motoren within twenty-four (24) hours after receipt of the goods.
  3. The defective goods can only be returned after Opheij Motoren has given written permission.
  4. Complaints are only valid if the delivered goods have not been processed or modified and are in good condition. If goods have been processed or modified by the buyer, the right to complain – regardless of the grounds, including incorrect delivery – is no longer allowed, even if this is reported before the set deadline; in such cases, Opheij Motoren cannot be held liable for any form of compensation.

ARTICLE 7. PRICE CHANGES

  1. If one or more cost price factors undergo a change after the conclusion of the agreement but before delivery, Opheij Motoren is entitled to adjust the agreed price accordingly. Opheij Motoren is entitled to charge additional costs in the event of cost-increasing circumstances that Opheij Motoren could not reasonably have expected to occur and which cannot be attributed to Opheij Motoren or are significant in proportion to the total.
  2. Cost-increasing circumstances are deemed to exist in any case if, between the date of the offer or the conclusion of the agreement and the delivery, one or more of the following circumstances occur: increase in material prices, exchange rates, wages, taxes and levies of any kind, import duties, excise duties, freight rates, and other taxes and levies, as well as government measures.
  3. In the event of price increases of more than 10%, the buyer has the right to terminate the agreement, provided this is done in writing and within eight (8) days after notification of the price increase.
  4. Opheij Motoren has the right to adjust the prices of its products and services annually to inflation, using the CBS consumer price index as a benchmark. The consumer price index of January of the year in which the price adjustment takes place is compared with the consumer price index of January of the previous year. The price adjustment will be made based on the difference between these indices.
  5. Price changes also apply to ongoing agreements and services for which a price has been agreed that is not laid down in a written agreement.
  6. When the buyer believes that Opheij Motoren has not adjusted its prices in time, the buyer must notify Opheij Motoren in writing within three (3) months of the day the price change should have taken place. If the buyer does not respond in time, he is deemed to have tacitly agreed to the price changes.

ARTICLE 8. PAYMENT

  1. Unless otherwise agreed in writing, payments must be made within thirty (30) days of the invoice date to a bank account designated by Opheij Motoren.
  2. Payments are first attributed to the payment of due interest and costs, then to the oldest outstanding invoices.
  3. If the buyer does not pay on time, he is in default without requiring any notice of default, and Opheij Motoren has the right to charge interest of 1% per month on the outstanding amount from the due date of the invoice. A portion of a month is considered a whole month.
  4. All extrajudicial collection costs, including reasonable attorney fees, incurred in connection with the collection of amounts due are borne by the buyer. The extrajudicial collection costs are at least 15% of the principal amount owed with a minimum of €250.
  5. In the event of liquidation, bankruptcy, attachment, or suspension of payment of the buyer, Opheij Motoren’s claims against the buyer are immediately due and payable.
  6. Opheij Motoren reserves the right to demand prepayment, cash payment, cash payment upon delivery, or other securities for the fulfillment of the buyer’s payment obligations at any time.
  7. Payments made by the buyer are always used to settle all due interest and costs, and then to settle the oldest outstanding invoices, even if the buyer states that the payment relates to a later invoice.

ARTICLE 9. RETENTION OF TITLE

  1. All items delivered by Opheij Motoren remain the property of Opheij Motoren until the buyer has fulfilled all obligations under all agreements concluded with Opheij Motoren.
  2. As long as ownership of the delivered items has not transferred to the buyer, the buyer is obliged to handle the delivered items with due care. The buyer may not pledge, encumber, or otherwise impair the delivered items.
  3. If third parties seize the items delivered under retention of title or wish to establish or assert rights to them, the buyer is obliged to notify Opheij Motoren as soon as reasonably expected.
  4. The buyer undertakes to insure and keep insured the items delivered under retention of title against fire, explosion, and water damage as well as against theft and to provide the insurance policy to Opheij Motoren for inspection upon first request. In the event of an insurance payout, Opheij Motoren is entitled to these funds. The buyer, as far as necessary, commits to cooperate in all that is necessary or desirable in this context.
  5. In the event Opheij Motoren wishes to exercise its ownership rights as specified in this article, the buyer grants Opheij Motoren and its designated third parties unconditional and irrevocable permission to access all locations where Opheij Motoren’s properties are located and to retrieve those items.

ARTICLE 10. LIABILITY AND WARRANTY

  1. Opheij Motoren guarantees that the products and services it delivers comply with the specifications laid down in the agreement and meet reasonable requirements of soundness and/or usability.
  2. The buyer is obliged to inspect the delivered items immediately upon delivery. If it appears that the delivered product or service does not comply with the agreement, the buyer must notify Opheij Motoren in writing immediately and no later than eight (8) days after delivery, or at least as soon as discovery was reasonably possible.
  3. If the delivered item does not comply with the agreement, Opheij Motoren is obliged, at its discretion, to repair or replace the delivered product or service, or to compensate the buyer for the invoice value of the delivered item.
  4. The buyer’s right to claim under this article lapses if the buyer has processed, modified, or changed the delivered items.
  5. Any warranty provided by Opheij Motoren, manufacturer, or importer does not affect the buyer’s statutory rights and claims against Opheij Motoren under the agreement.
  6. Any warranty claims by the buyer are only applicable to the first buyer and are not transferable.
  7. Opheij Motoren is not liable for damage caused by improper use or misuse of the delivered items by the buyer.
  8. Opheij Motoren is only liable for direct damage. Direct damage is exclusively understood to mean:
    a. The reasonable costs incurred by the buyer to ensure Opheij Motoren’s performance complies with the agreement;
    b. Reasonable costs incurred to determine the cause and extent of the damage, insofar as they relate to direct damage as defined in these terms and conditions;
    c. Reasonable costs incurred to prevent or limit damage, provided the buyer demonstrates that these costs led to the limitation of direct damage as defined in these general terms and conditions.
  9. Opheij Motoren is never liable for indirect damage, including but not limited to consequential damage, lost profits, missed savings, and damage due to business interruption.
  10. If Opheij Motoren is liable, this liability is limited to the amount paid by Opheij Motoren’s insurer. If the insurer does not pay out or the damage is not covered by insurance, Opheij Motoren’s liability is limited to the invoice amount, or at least that part of the agreement to which the liability relates.
  11. The limitations of liability for direct damage included in these conditions do not apply if the damage is due to intent or gross negligence on the part of Opheij Motoren or its executive subordinates.
  12. The buyer must notify Opheij Motoren of any damage within one (1) year after its discovery, failing which the right to compensation expires.

ARTICLE 11. FORCE MAJEURE

  1. In the event of force majeure, Opheij Motoren has the right, at its discretion, to suspend the execution of the buyer’s order or to dissolve the agreement without judicial intervention, without the buyer being entitled to any compensation for damages, costs, or interest.
  2. In these general terms and conditions, force majeure means, in addition to what is understood in the law and jurisprudence, all external causes, foreseen or unforeseen, over which Opheij Motoren has no control but which prevent Opheij Motoren from fulfilling its obligations. This includes strikes at Opheij Motoren’s business.
  3. During the period of force majeure, Opheij Motoren can suspend its obligations under the agreement. If this period lasts longer than two (2) months, either party is entitled to dissolve the agreement without any obligation to compensate the other party for damages.

ARTICLE 12. APPLICABLE LAW AND DISPUTE RESOLUTION

  1. All legal relationships involving Opheij Motoren are exclusively governed by Dutch law, even if an obligation is wholly or partially performed abroad or if the party involved in the legal relationship is (legally) domiciled abroad.
  2. The court in Opheij Motoren’s place of business has exclusive jurisdiction to hear disputes unless the law prescribes otherwise. Nevertheless, Opheij Motoren has the right to submit the dispute to the competent court according to the law.

ARTICLE 13. AMENDMENTS AND ADDITIONS

  1. Amendments to or additions to these general terms and conditions are only valid if agreed upon in writing.
  2. If Opheij Motoren deviates from these conditions, even for a short period, this does not affect Opheij Motoren’s right to demand strict compliance with these conditions. The buyer cannot derive any rights from how Opheij Motoren applies these conditions in later legal relationships.