GENERAL TERMS AND CONDITIONS OF SALE AND SUPPLY OF
PARTS COMPANY B.V., ALSO TRADING UNDER THE NAME BAS
Parkingcoolers.com is a website of BAS Parts. The general terms and conditions of BAS Parts are also applicable for Parkingcoolers.com.
If necessary Parts Company B.V. will submit on first request a
translation in Dutch of these general terms and conditions
Filed at the Brabant Chamber of Commerce under number
ARTICLE 1 DEFINITIONS
1.1 Parts Company B.V. and its affiliated operating companies as well
as its successors in title under universal title are the user of these
general terms and conditions and will hereinafter be referred to as:
"we" and "us".
1.2 "Other party" and/or "client" means every legal entity/natural
person to whom we make our offers, as well as those who make
offers to us and those who provide an assignment to us, or, as the
case may be, those with whom we enter into an agreement and
furthermore those with whom we are in any legal relationship, and
apart from those, their representative(s), authorised person(s),
successor(s) in title and beneficiary/beneficiaries.
1.3 "Products" means all products and/or parts etc. which, being
subject to these general terms and conditions, are delivered to the
other party, as well as the carrying out of services and work and/or
the provision of advice by us to the other party.
ARTICLE 2 APPLICABILITY
2.1 These general terms and conditions apply to all our offers,
agreements, and agreements for services as well as all legal acts,
deliveries and work carried out by us and other services with regard
to the products.
2.2 Derogations and addendums to these general terms and conditions
only bind us if these have been agreed in writing.
2.3 When it appears that one or more provisions of these general terms
and conditions are in conflict with the law, then the remaining
provisions of these general terms and conditions will remain
2.4 In case of conflict between the contents of the agreement
concluded between the other party and us and these general terms
and conditions, the provisions of the agreement will apply.
2.5 If we do not always require strict compliance with these terms
and conditions, this does not mean that the provisions thereof
are not applicable, or that we to any extent would lose the right
in other cases to require strict compliance with the provisions of
these terms and conditions.
ARTICLE 3 SUSPENSION AND RIGHT OF RETENTION
3.1 We are entitled to suspend our performance (including also future
partial deliveries) if the other party does not fulfil one or more of its
obligations, or, as the case may be, if circumstances which have
come to our knowledge give us good grounds to fear that the other
party will not fulfil its obligations, except for in the case of
derogating mandatory statutory provisions.
3.2 We can exercise the right of retention on all goods of the other
party to which the performance of the agreement relates, and
which are in fact held by us in the context of the agreement, if the
other party does not, wholly or in part, fulfil the obligations related
to the performance of the agreement, or other agreements
concluded with the other party.
3.3 We are entitled to recover from the other party the costs which we
have had to incur with regard to the care of the goods which are in
fact held by us.
3.4 The other party is not entitled on the basis of alleged defects of the
products and for whatsoever reason to delay or suspend or
otherwise cease or limit its work, deliveries, goods or services and
other obligations towards us.
3.5 The other party is also not entitled to setoff any claim against us.
3.6 We have the right to setoff the amounts which we owe to the other
party against the amounts which the other party owes to us on
whatsoever basis. If in the event of set-off compensation there are
amounts in different currency, then we will determine in which
currency this set-off compensation will take place. Conversion will
take place at the official exchange rate applicable on the day on
which payment in accordance with the invoices concerned is owed.
ARTICLE 4 TERMINATION
4.1 If the other party does not, not in a timely manner, or not properly
fulfil any (payment) obligation, in spite of a demand letter which
includes a reasonable period, ensuing from any agreement
concluded with us, as well as in the event of suspension of payment
or application for moratorium, bankruptcy, guardianship order or
liquidation of the company of the other party, we will be entitled,
without notice of default and without judicial intervention, to
terminate the agreement, or a part thereof.
4.2 Termination will make the existing claims reciprocally immediately
due and payable. The other party will be liable for the damage
suffered by us, inter alia comprising of interest and lost profits.
4.3 If the provisions of subclause 1 occur and the other party enjoys an
advantage which the other party would not have had in case of
proper fulfilment, then we will have the right to compensation of
our damage to the amount of this advantage.
4.4 Except for insofar as these general terms and conditions foresee
this, parties waive the right to terminate (have terminated), wholly
or in part, the agreement concluded with us.
ARTICLE 5 FORCE MAJEURE
5.1 In the event that force majeure delays or prevents the performance
of the agreement, then we as well as the other party will be entitled
to terminate the agreement in writing, without this giving the other
party any claim to compensation.
5.2 Force majeure on our part also includes every circumstance arisen
through no fault on our part, as a result of which the usual
performance of the agreement is prevented. Circumstances
causing such force majeure inter alia:
- if the production or delivery of specified goods is ceased;
- if we have sold to the other party a part still to be exchanged and
this part cannot be delivered to the other party through
circumstances which cannot be attributed to us;
- loss, damage and/or delay during and through transport, extreme
sickness absence of staff, actions/measures by customs, including
(temporary) closure of specified geographical areas, fire, theft and
other serious disruptions in our company or at our supplier.
5.3 If the manufacturer, importer or supplier make modifications or
(design) changes to the product, we retain the right to deliver the
changed product, provided that the changed product has at least
the usual properties for use as the original product, as well as the
special properties for use, if and insofar as this is agreed between
us and the other party.
ARTICLE 6 LIABILITY
6.1 Except for intent or wilful recklessness on our part or our
management (including superior employees) our liability is limited
to our guarantee obligations described in article 19 and we are
never liable for whatsoever damage, regardless if that claim is
based on an agreement concluded with us, unlawful act or
6.2 In the event that we might be liable for damage, our liability is
always limited to direct damage to goods or persons and this never
includes any loss of profits or other consequential loss, including
loss of revenue.
6.3 In the event that we might be liable for the damage our liability is
furthermore limited to the price for which the other party has
purchased the product, or, as the case may be,to an amount which
is paid by the other party for the assignment.
6.4 If we consider there to be grounds which will make us decide not
to apply the stipulations included in this article, then our liability is
at all times limited to that damage and not exceeding that amount
for which we are insured for, or, as the case may be, reasonably
would have been insured, having regard to the applicable custom
in the sector.
6.5 Every claim by the other party for compensation of damage and/or
rectification of the shortcoming and/or replacement of the goods,
on whatsoever basis lapses on the earliest of the following dates:
in case of failure to report in a timely manner or one year after
delivery, installation or completion.
6.6 The other party is bound to indemnify, respectively reimburse us,
with regard to all claims by third parties for compensation for
damage, costs or interest for which our liability is excluded in these
terms and conditions in the relationship with the other party.
6.7 We are never liable for damage caused by incorrect use, mounting
and/or installation of the products delivered by us.
6.8 We will ensure the risk of loss or damage to the goods of the other
party, which we hold, for the period that we hold these goods. We
are liable for the goods handed over to us by the other party,
regardless of which external cause it concerns and regardless of
whether the damage or the loss arises during the period that we
hold those goods on the basis of an agreement, exclusively insofar
as the insurer concerned compensates the damage concerned.
'External cause' does not include the modification of the goods.
6.9 If this agreement concerns the goods which we obtain, or have
obtained, from third parties, our responsibility and/or liability is
limited to that for which that supplier is responsible and/or liable
towards us. This provision is only applicable insofar as that
application is more advantageous for the other party than the
application of the previous provision.
6.10 We are not obliged to offer to the other party replacement
transport or to arrange the transport of the consignment;the other
party also does not have the right to reimbursement of the costs of
ARTICLE 7 APPLICABLE LAW AND COURT OF
7.1 The provisions of the Vienna Sales Convention do not apply, nor
does any future international regulation concerning purchase of
movable property of which the operation can be excluded by
7.2 The law of the Netherlands applies to all agreements to which these
general terms and conditions apply wholly or in part.
7.3 All disputes ensuing from or related to the agreement will, insofar
as mandatory legal provisions do not object to this, be exclusively
submitted to the court of competent jurisdiction in the district of
our place of business, unless we, as claimant or applicant party
chose a court of competent jurisdiction in the place of residence or
business of the other party.
7.4 In the event of a (threatening) dispute we will have the right to
(have conducted) conduct an assessment by one or more experts
at the other party location.
ARTICLE 8 OFFERS
8.1 All our offers and tenders are without obligation, unless these
contain a period for acceptance, in which case the offer will lapse
after this period.
8.2 Changes and/or promises made by us after the offer, either orally
or in writing, will constitute a new offer, in the course of which the
previous offer has lapsed.
8.3 If an acceptance by the other party derogates from the offer, then
this will apply as a new offer from the other party and as rejection
of our entire offer, also if only minor points are derogated from.
8.4 All offers and tenders are based on the performance of the
agreement by us under normal circumstances and during normal
working hours, unless expressly stated otherwise in writing.
ARTICLE 9 FORMATION
9.1 The agreement comes into effect, insofar as applicable within the
period set out by us, at the time of receipt by us of acceptance in
writing of this offer and if the other party makes an offer and/or
gives an assignment, at the time that we confirm the offer and/or
the assignment in writing, or, as the case may be, when we have
commenced the execution of the assignment.
9.2 Additional agreements reached after the agreement, changes
and/or promises made either orally or in writing by our staff,
representatives, sellers or other intermediaries, are not binding,
unless these have been confirmed by us in writing to the other
ARTICLE 10 DATA AND INFORMATION
10.1 We are only obliged to (further) execution of the assignment if the
other party has provided all data and information required by us in
the form and in the manner required by us. Extra costs arisen
because the other party has not, not in a timely manner, or not
properly, provided the required data and information, will be on
the account of the other party.
10.2 The other party is obliged to inform us promptly with regard to facts
and circumstances which can be of importance with regard to the
execution of the assignment.
10.3 The other party guarantees the accuracy, completeness and
reliability of the data and information provided to us by the other
party or on behalf of the other party.
ARTICLE 11 PRICES
11.1 The prices stated by us are net prices and are stated excluding
turnover tax and other government charges and/or charges from
third parties imposed on the sale and/or delivery and/or
performance of the agreement, and are based on the delivery from
our business location, except insofar as agreed otherwise in writing.
11.2 The prices stated by us are in Euros, or in another currency agreed
by us; any exchange differences are on the risk of the other party,
unless agreed further in writing.
11.3 The prices stated by us are based on the current prices applicable
at the time of the concluding of the agreement and on the
specifications and on performance of the agreement under normal
11.4 We retain the right to charge a proportional price increase to the
other party, if after the concluding of the agreement an increase
occurs of one or more factors determining prices and/or statutory
levies, including wages, premiums, materials and exchange rate
11.5 The provisions of subclause 4 also apply if the changes in the factors
determining prices referred to therein are the result of
circumstances already foreseeable at the concluding of the
11.6 In the event that application of subclause 4 might result in a price
increase of 20% or more and the price increase does not ensue
from the law, then the other party will have the right to terminate
the agreement by registered letter, within one week after we have
made it known that the price will be increased.
11.7 If not agreed otherwise expressly in writing, the prices stated by us
are (EX-W) Veghel. Delivery costs, service charges and costs for
dispatch, etc. are never included in our price.
11.8 Price increases ensuing from addendums and/or amendments to
the agreement are on the account of the other party.
11.9 Costs arisen as a result of the other party remaining in default,
and/or incurred to make the performance of the agreement
possible and/or as a result of circumstances occurring which can be
attributed to the other party as a result of which costs have arisen
for us, will be charged by us to the other party.
11.10 We are entitled to recover the costs, which we had to incur with
regard to the care concerning the goods which we in fact hold, from the other party.
ARTICLE 12 DELIVERY
12.1 Delivery times are determined in mutual consultation; however
delivery times and/or delivery dates stated by us are never to be
considered to be final deadlines unless agreed otherwise in writing.
In case of delivery and/or completion in an untimely manner we
must be given notice of default stating a reasonable period for
performance. A reasonable period is in all events a period
applicable as reasonable within the sector.
12.2 If the exceeding of the term of the delivery time cannot be
attributed to us, then the other party can never claim
compensation or termination of the agreement.
12.3 The delivery times and/or dates are based on the, at the time of the
entering into the agreement, applicable working conditions and on
the timely delivery of the materials and/or parts ordered by us for
the performance of the agreement.
12.4 As soon as we are aware of facts and circumstances which can
prevent or make deliveries within the stated period difficult, we will
inform the other party about this stating the new expected period.
12.5 The other party is obliged to take receipt of the delivery delivered
by us at the established delivery time, in the absence of which all
costs ensuing therefrom (including delivery, storage insurance and
garage charges) and damage, as well as 15% of the gross sales value
of the product and/or vehicle on the basis of cancellation fee, will
be charged to the other party.
12.6 Delivery takes place in accordance with the Incoterms as stated in
12.7 The risk of the sold products and parts transfers to the other party
at the time of delivery.
ARTICLE 13 CANCELLATION
13.1 The other party is entitled to cancel the orders placed.
Cancellation must be made in writing prior to the agreed delivery
date. The other party is obliged to make a payment to us of 15%
of the gross sales value of the products on the basis of the
cancellation fee within one week from this cancellation. If the
other party has not made this payment after one week then we
will have the right to inform the other party in writing that we
require performance of the concluded agreement. In that event
the other party can no longer rely on cancellation.
13.2 Orders not taken receipt of can be offered as new to other parties. In that event the invoice amount will be plus the costs
incurred, inter alia comprising of storage costs.
ARTICLE 14 PAYMENT
14.1 Unless agreed otherwise in writing, payment will take place at the
time of delivery. Setoff against claims which the other party alleges
to have against us is not permitted.
14.2 The other party hereby undertakes towards us to pay us on our first
request by delivery of the goods to be designated by us, the goods
delivered by us to you included also therein (Section 45 Book 6 Civil
14.3 In case of non-payment within the period referred to in article 14.1
interest will be owed on the basis of Section 119a Book 6 in
conjunction with Section 120 Book 6 Civil Code, or the statutory
interest if this is higher, whereby a part of the month is calculated
as a full month, commencing on the first day after the expiry of the
payment term specified in article 14.1.
14.4 In case of payment (in a timely manner) not forthcoming within the
period referred to in subclause 1, we retain the right to increase the
amount owed by the other party with the judicial and extrajudicial
collection charges. The extrajudicial collection charges are hereby
set at 15% of amount owed with a minimum of € 250.-.
14.5 In the event of untimely payment all payment obligations of the
other party, regardless whether we have already invoiced for this,
will be forthwith due and payable. If the period intended for
payment is exceeded, then the other party will be in default
without any payment reminder.
14.6 Payments made by the other party will firstly apply to settle all
interest and costs owed and then to settle the amounts due under
the agreement which have been due and payable the longest, even
if the other party states that the payment is intended for another
14.7 Any payment discounts agreed in writing will lapse if the payments
have not been received within the further agreed payment term.
14.8 The other party is not entitled, on the basis of alleged defects of the
products and for whatsoever other reason, to refuse or suspend
the fulfilment of the other party's payment obligation.
14.9 We are always entitled to setoff all which we, one or more of our
sister, subsidiary and parent companies and/or other companies
forming part of Parts Company B.V., of client, its sister, subsidiary
and parent companies and/or other companies forming part of the
group of client, have to claim, and to rely with regard to this claim
on (one or more of) those claims on the right of suspension.
14.10 In the event of liquidation, insolvency, bankruptcy or moratorium
of the other party the claims, on whatsoever basis, (including those
of the parties referred to in article 14.9) against the other party will
be immediately due and payable.
14.11 We are at all times entitled to require an advance payment of the
amount owed by the other party and/or to require that the other
party cooperates on first request to the furnishing of sufficient
security for the assurance of the fulfilment of the other party's
obligations, including but not limited to an irrevocable and
unconditional bank guarantee issued by an acknowledged banking
institution and/or the providing of a right of pledge and/or
guarantee and/or the issuing of a notice of joint and several liability.
If this provision of security is not forthcoming we will be entitled to
suspend the performance of the agreement, or to terminate this
with immediate effect, without prejudice to our right to terminate
the agreement in accordance with the provisions of article 4.
14.12 If the other party has not acceded to our request as referred to in
subclause 11 within fourteen days after a demand to that effect in
writing for this purpose, then all of the other party's obligations will
be immediately due and payable.
ARTICLE 15 COMPLAINTS
15.1 Any complaints with regard to goods delivered by us as well as with
regard to invoice amount must be submitted in writing to us within
8 working days from receipt of the goods, respectively from receipt
of the invoice, including precise statement of the facts to which the
complaint relates. In the absence of a report the other party will be
deemed to have approved and accepted the delivered goods
without any reservation. The right to complaint lapses through the
(continued) use of the delivered goods.
15.2 If it is not reasonably possible to discover the defect within the
aforesaid period, then the other party must complain to us in
writing within 8 working days after the other party has discovered
the defect or should have discovered this. With regard to defects
which are discovered after the expiry of the guarantee period, and
in case of uncertainty regarding this, after the passing of one year
from delivery, complaints can no longer be made.
15.3 Minor, or deviations usual in the sector, and differences in quality,
number, measurement or finish, as well as differences in the
execution of the work, can not form any basis for complaints.
15.4 Complaints with regard to specified products or with regard to
specified work do not affect the obligation of the other party with
regard to other products or parts of the agreement.
15.5 The products complained about can only be returned when we
have agreed to this in writing. Products which are tailor-made by us
on request of the other party cannot be returned unless we agree
to this in writing. We retain the right to charge return costs to the
15.6 Complaints with regard to defects are not accepted if the products
have been processed, or if these defects are not reported within
the aforesaid periods.
15.7 We will be given the opportunity after the complaint to inspect the
products, for which the other party will provide full cooperation. It
is not possible to complain with regard to products which cannot
be inspected by us.
15.8 The other party cannot enforce any claim against us with regard to
complaints about defects of products as long as the other party has
not yet fulfilled any obligation towards us, also if this obligation is
not directly related thereto.
ARTICLE 16. GUARANTEE
16.1 If and insofar as nothing has been expressly agreed with regard to
the properties of the products to be delivered, the other party can
only make a claim on properties which are in accordance with that
which is usual in the sector.
16.2 Guarantees for new parts and accessories exclusively apply as these
are provided by the manufacturer, importer and other suppliers.
16.3 Guarantees for used parts and accessories are exclusively provided
if and insofar as the agreement determines this.
16.4 The claims to guarantee lapse if:
a. We are not given the opportunity to rectify the defects;
b. Third parties have carried out work, without our prior knowledge
or permission, which is related to the defect and with regard to the
remedying thereof we have carried out work related to which a
claim to guarantee is made;
c. The defect is caused by accident, incorrect use, mounting and/or
installation of the products delivered by us.
d. By, or on the instructions of the other party, changes have been
made to the parts, unless all this has taken place fully in conformity
with our advice provided in writing, or after permission in writing
has been acquired from us;
e. The other party does not fulfil the agreed payment obligations as
well as its other obligations on the basis of the agreement.
16.5 The parts delivered as replacement on the basis of this article are
again guaranteed subject to the same conditions.
16.6 Excluded from the guarantee are:
- defects of materials or parts which are prescribed or made
available by the other party;
- defects which are the result of designs, drawings, constructions or
working methods made available by the other party, or, as the case
may be, advice provided by the other party.
ARTICLE 17 RETENTION OF TITLE
17.1 The ownership of the products, notwithstanding the actual
delivery, only transfers to the other party after the other party has
paid all amounts due to us concerning the products delivered or to
be delivered by us pursuant to the agreement, or any comparable
agreement, as well as with regard to the claims due to failure in the
performance of such agreements.
17.2 During the period that the ownership of a part, in accordance with
the provisions of subclause 1 of this article, has not yet transferred
to the other party, but delivery has already taken place, then the
other party must keep the part plus hull insured and the other
party is not permitted to dispose, encumber, pledge, rent out, give
in loan, or make this part available in any other manner to third
parties or to transfer this as security to third parties. If the part is
sold or transferred to a third party, then the claim which arises on
the basis of the onward supply of the parts to the third party
purchaser, will be pledged in advance without notice to the debtor,
for our benefit, and the other party undertakes hereby to
cooperate to any registration thereof. If there is accession and/or
specification of delivered and/or produced products then there is
hereby already a right of pledge established on the product of
which our product has become a component part. The other party
will indemnify us during aforesaid period against claims by third
parties to the goods concerned.
17.3 During the period referred to in subclause 2, the other party is
obliged to return the products to us on our first request. If the other
party fails in the fulfilment of its payment obligations towards us,
or if we have good grounds to fear that the other party will fail in
its obligations, then we will be entitled to take back the products
delivered by us subject to retention of title on the account of the
17.4 The other party is obliged to keep the products delivered subject to
retention of title with the necessary carefulness and as recognisably
ARTICLE 18 DATA PROCESSING
18.1 The data of the other party will be processed by us and stored in
our systems. We are also entitled to make this data available to
third parties. Insofar as it concerns the processing of personal data
this is processed within the meaning of the General Data Protection
Regulation. Personal data will only be provided to third parties if
this is required to deliver the service or when there is a legal
obligation hereto. We have made agreements with such third
parties to make sure that this personal data will not be used for
other purposes. We can perform the agreement, fulfil the
guarantee obligations towards the other party, provide optimal
service and provide the other party with product information and
personalised offers in a timely manner on the basis of this
processing. If it concerns the processing of personal data for the
purpose of direct mailing, then any objection brought by the other
party to us will be accepted.
18.2 More information regarding the processing of personal data can be