General Terms and Conditions Newport Classic Motorcycles
Article 1 Definition
1. In these general terms and conditions ‘’Newport Classic Motorcycles’’ means: the partnership Newport Classic Motorcycles, established at 7559 PG (Hengelo, Ov.), on the Topweg 21.
2. The terms below are used with the following definition, unless explicitly stated otherwise:
Article 2 Applicability of these terms and conditions
1. These general terms and conditions apply on any offer, quotation and agreement between Newport Classic Motorcycles and buyer and/or services provided by Newport Classic Motorcycles on behalf of the buyer. References by the buyer to own and/or other general terms and conditions are explicitly not accepted by Newport Classic Motorcycles and explicitly rejected.
2. Once these terms and conditions are applicable on agreements between buyer and Newport Classic Motorcycles and/or the provision of services on behalf of the buyer, these general terms and conditions, without further notice, are applicable on new agreements between parties, unless explicitly agreed otherwise.
3. Any deviations from these general terms and conditions are only valid if these have been explicitly agreed in writing.
Article 3 Offers and quotations
1. All offers and quotation, unless explicitly agreed otherwise, are completely without any obligations and are made in writing.
2. Buyer has the right, sometimes even the obligation, and the option to view, inspect the goods and/or items in advance or have these inspected.
3. Descriptions of the goods and/or items in whatever shape or form (written, verbally or electronically) must be checked by the buyer for correctness. No rights can be derived from these descriptions.
4. The price included in the quotation is exclusive VAT, unless stated otherwise.
Article 4 Concluding agreements
1. The agreement between buyer and Newport Classic Motorcycles is only concluded by timely and/or written or verbal acceptance and/or approval of the order confirmation.
2. The written order confirmation is considered to be approved, unless Newport Classic Motorcycles has received written objections from the buyer within 3 days after sending the order confirmation.
3. Changes after the agreement has been concluded must be forwarded or notified to Newport Classic Motorcycles on time and in writing. If changes to the agreement are passed on verbally and/or by phone, the risk is with the buyer.
4. Newport Classic Motorcycles reserves the right the change the agreed prices based on adjustments in the order and/or agreement. The buyer is informed about any price increase by Newport Classic Motorcycles.
5. Adjustments to the agreement can result in exceedance of the agreed delivery time, that might be agreed with the order. Newport Classic Motorcycles is explicitly not responsible for such delays, the buyer indemnifies Newport Classic Motorcycles against any liabilities as a result of any delays and consequential damage.
6. If the prices of the goods and/or items, materials, raw materials, salaries, freight, taxes have been subject to a change before and/or after conclusion of the agreement, Newport Classic Motorcycles has the right to charge these price adjustments to the buyer accordingly.
Article 5 Performance of the agreement
1. Newport Classic Motorcycles determines the way that the order must be performed, with consideration of the buyer’s wishes and the professional knowledge and experience of Newport Classic Motorcycles.
2. Newport Classic Motorcycles has the right, without permission of the buyer, to have certain actions and/or services or a part of the order performed by a third party, if this, at their opinion, would be a good and efficient performance of the agreed order.
Article 6 Delivery
1. Unless agreed otherwise, delivery will take place by means of collection of the goods and/or items by the buyer or by means of sending the goods and/or items to the buyer by Newport Classic Motorcycles.
2. The buyer is obliged to take bought goods and/or items and/or offered services when these are made available or provided to him.
3. The goods and/or items are for the account and risk of the buyer from the moment of delivery. All additional costs are therefore for the account of the buyer.
4. If the buyer refuses to take the goods and/or items or the services or fails to provide the (correct) information and instructions necessary for the delivery of the goods and/or items, the goods and/or items destined for delivery will be stored for three weeks, which will be for the risk and account of the buyer. After the aforementioned period Newport Classic Motorcycles has the right – at their discretion – to demand either compliance with the agreement, or to dissolve the agreement without legal intervention, without prejudice to Newport Classic Motorcycles’ right on damage compensation from the buyer.
5. The possibly agreed delivery time will only start after the buyer has provide the correct information and instructions required for the delivery to Newport Classic Motorcycles. An agreed delivery time is always indicative and can never apply as a deadline. In case of exceedance of the period the buyer must issue Newport Classic Motorcycles with a written notice of default.
6. Delivery is considered to be made when the items are ready at Newport Classic Motorcycles after which the items are for the risk of the buyer. If Newport Classic Motorcycles and the buyer agree transport/delivery to the buyer or a third party, the delivery shall take place carriage paid only and after full payment of the agreed price, including any agreed freight costs and all other costs related to the delivery. Newport Classic Motorcycles reserves the right to separately invoice the transport/delivery costs.
7. If the items must be transported/delivered to the buyer or a third party, this is done for the risk of the buyer, unless explicitly agreed otherwise. In that case the buyer must always grant his cooperation to the actual delivery transaction. The actual delivery is considered to be made by offering the items at the agreed place, or the point that is reasonably accessible for the chosen means of transport. Newport Classic Motorcycles is free to choose the means of transport. The buyer will arrange the unloading, unless otherwise stipulated.
8. If a buyer places an order on call, this order must actually be called and bought within the period set by the buyer and the period accepted by Newport Classic Motorcycles. If the buyer does not comply with the aforementioned obligations, within eight days after the end of the call period, Newport Classic Motorcycles has the right the charge the sold items to the buyer and to store these for the account and risk of the buyer, or to unilaterally dissolve the agreement.
9. A consignment note, delivery note or similar document provided with the delivery is considered to correctly specify the quantity and quality of the items, unless the buyer has reported any objections to Newport Classic Motorcycles in writing, immediately with the delivery.
Article 7 Payment and security
1. Delivery only and exclusively takes place after Newport Classic Motorcycles has actually received the full payment of the agreed prices, including any transport costs and/or other costs related to the delivery, either in cash or via bank transfer.
2. Newport Classic Motorcycles always has the right to demand sufficient security for the compliance with the payment obligation(s) of the buyer, before starting or continuing the work or before delivering the goods and/or items. If the requested security is not sufficiently demonstrated, Newport Classic Motorcycles has the right to completely or partially dissolve the agreement without legal intervention, without prejudice to Newport Classic Motorcycles’ right to payment of that what is owed at the termination of the agreement as a result of costs made, including costs of work performed.
3. Cash payments above 15,000 euros or the equivalent thereof in any other currency, must be accompanied by a personal proof of ID of the buyer. Cash payments above 15,000 euros or the equivalent thereof in any other currency are also reported to the MOT (Reporting Point for Unusual Transaction) in the Netherlands.
Article 8 Retention of property
1. All goods and/or items delivered or to be delivered by Newport Classic Motorcycles remain the property of Newport Classic Motorcycles as long as the buyer has not (fully) paid the invoice provided to him regarding the goods and/or items to be delivered or the invoice regarding the services to be provided. The property of the goods and/or items will only transfer after Newport Classis Motorcycles has received the fully payment of the relevant invoice on their bank account. This also applies for any claims due to failure in the compliance with the agreements and/or other claims pursuant to the agreement between parties.
Article 9 Suspension and dissolution
1. User is authorised to suspend the compliance with the obligations or to dissolve the agreement, if:
2. Furthermore, Newport Classic Motorcycles is authorised to dissolve the agreement (have this dissolved) if circumstances occur which are of such nature that compliance with the agreement, either by the buyer or by Newport Classic Motorcycles, is impossible or can no longer be expected by standards of reasonableness and fairness, or if other circumstances occur which are of such nature that unchanged upkeep of the agreement cannot and may not reasonably be expected.
3. If Newport Classic Motorcycles dissolves the agreement, the claims of Newport Classic Motorcycles on the buyer are directly and immediately payable. If Newport Classic Motorcycles suspends the compliance with the obligations, they retain their rights under law and the agreement.
4. Objections regarding the amount of the invoice do not suspend the payment obligation.
5. Newport Classis Motorcycles reserves the right to claim damage compensation of the buyer in case of dissolution or suspension.
Article 10 Collection costs
1. If the buyer is in default or fails to comply with one or more of his obligations, all reasonable costs to obtain payment out of court are for the account of the buyer.
2. If the buyer fails to pay the invoice on time, he will forfeit an immediately payable fine of 15% on the owed amount with a minimum of 250.00 euros.
3. If Newport Classic Motorcycles shows that they have made higher costs, which were reasonably necessary, these costs also qualify for compensation by the buyer.
4. Any legal and execution costs made are also for the account of the buyer. The buyer owes interest on these collection costs made.
Article 11 Copyright and indemnification
1. Without prejudice to the other provisions in these general terms and conditions, Newport Classic Motorcycles reserves the rights and authorities to which Newport Classic Motorcycles is entitled based on Copyright Law.
2. Any designs, sketches, drawings, films, software and other materials or (electronic) files, possibly created by Newport Classic Motorcycles in the context of the agreement, remain the property of Newport Classic Motorcycles, regardless whether these have been provided to the buyer or third parties, unless explicitly agreed otherwise.
3. All documents provided by Newport Classic Motorcycles, such as designs, sketches, drawings, films, software, (electronic) files and/or any other files, are exclusively destined to be used by the buyer and may not be multiplied, published or disclosed to third parties by the Buyer without prior permission of Newport Classic Motorcycles, unless otherwise arises from the nature of the documents provided.
Article 12 Warranties and liabilities
1. All goods and/or items are sold in the condition they are in when the (purchase) agreement is concluded, including their defects and failures, both visible as invisible. Therefore, the buyer has the obligation to inspect.
2. If any documents or other papers are delivered with the good and/or item, no rights can be derived from these documents.
3. All goods and/or items are sold either as collection object or as material witness of the human activity and must, other than at own risk, be used in accordance with the original purpose. The risk regarding the use and the associated safety lies with the buyer, unless the buyer can proof that he has used the good and/or item in a reliable and correct way, in accordance with the special use.
4. If a defect has occurred as a result of lack of and observance of the special use or when the buyer and/or third parties have implemented changes to the goods and/or items or have tried to do so or have used these for purposes for which the goods and/or items are not suitable, Newport Classic Motorcycles cannot be held liable for this. The buyer indemnifies Newport Classic Motorcycles against this.
5. The provisions in these general terms and conditions regarding warranty, do not affect the warranty rights of the buyer pursuant to law, all with consideration of the provisions in these general terms and conditions and the agreement, including the nature and quality of that what has been sold and delivered to the buyer.
6. If Newport Classic Motorcycles delivers goods and/or items that are faulty, the liability of Newport Classic Motorcycles towards the buyer is limited to what is stipulated under sub 1 up to 5.
7. Newport Classic Motorcycles is not liable if the damage is caused by intent and/or gross negligence and/or culpable actions, or incompetent or improper use by the consumer, in other words: if the buyer acts in breach with or without observing the special use, which must be considered by the buyer with all goods and/or items delivered by Newport Classic Motorcycles. Information about use and application of the goods and/or items delivered is provided by Newport Classic Motorcycles to their best knowledge based on experience and research, this information does not dismiss the buyer from own inspection and testing and therefore not from his obligation to inspect.
8. Except for mandatory provisions regarding (product) liability, and with due observance of the legal rules of public order and good faith, Newport Classic Motorcycles is not obliged to pay any compensation of damage, of whatever nature, direct or indirect, including business loss, to movable or immovable goods and/or items or to persons, at the buyer.
9. Newport Classic Motorcycles’ liability is limited to the amount for which they are insured and, if no insurance has been taken out in this respect, to the amount for which a company as Newport Classic Motorcycles should insure themselves. The liability is in any case limited to the relevant invoice amount.
10. Newport Classic Motorcycles reserves the right in all cases to reverse the damage caused to the buyer.
11. Buyer indemnifies Newport Classic Motorcycles against all claims of third parties, which are directly or indirectly related to the performance of the agreement and/or goods and/or items delivered. In addition, the buyer especially indemnifies Newport Classic Motorcycles against claims of third parties as a result of damage that is caused because the buyer and/or Newport Classic Motorcycles has provided incorrect or incomplete information.
Article 13 Force majeure
1. Newport Classic Motorcycles is not obliged to comply with any obligation, if they are obstructed thereto as a result of force majeure in the broadest sense of the word.
2. Force majeure means in these general terms and conditions, in addition to what is included in the law and jurisprudence in this respect, all external causes, foreseeable or unforeseeable, that are beyond the control of the user, which are not due to fault and/or not for their account by virtue of law, a legal transaction or common business practice, but that obstruct Newport Classic Motorcycle to comply with the obligations. Force majeure is also considered and contractually equated as: restrictive government measures of any kind, epidemics, riot, war, (work) strikes in the company, seizure, interruption of production, lack of raw materials / semi-finished products, auxiliary materials and/or energy, natural disasters, fire, other calamities, transport problems and full or partial failure of a third party from whom the goods and/or goods or services must be received, insofar as these circumstances have direct consequences for a correct performance of the order.
3. As soon as a circumstance, as referred to in sub 2, occurs, Newport Classic Motorcycles will report this to the buyer.
4. If compliance or performance of any obligation by Newport Classic Motorcycles is temporarily impossible, Newport Classic Motorcycles has the right to suspend the compliance with the obligation(s) till the moment that the circumstance which causes the force majeure no longer occurs or is no longer present.
5. If compliance or performance of any obligation by Newport Classic Motorcycles is permanently impossible, both the buyer as Newport Classic Motorcycles have the right to dissolve the agreement, provided this dissolution is reported to Newport Classic Motorcycles or the buyer in writing within 8 days and under the obligation to buy from and compensate Newport Classic Motorcycles for the performed part of the order. The same applies for the situation under sub 4, whereby compliance or performance of the obligation(s) is temporarily impossible and is expected to last more than 3 months.
Article 14 Inspection and returning
1. The buyer is obliged, immediately before and/or after delivery, to inspect the goods and/or items for defects, shortages and such. Any defects, shortages and such of the goods and/or items must be reported in writing to Newport Classic Motorcycles, as soon as possible, but no later than within 7 days after delivery of the goods and/or items. Defects, shortages and such that could not have been detected through an inspection, must be reported in writing, under penalty of forfeiture, within 7 days after these have been detected or should have been detected by the attentive buyer by standards of reasonableness. After the aforementioned periods have expired, all cost for repair or replacement, including administration, shipment and call-out costs, will be charged to the buyer.
2.The goods and/or items delivered can only be returned after prior written permission of Newport Classic Motorcycles in response to the aforementioned written complaint, under conditions to be stipulated by Newport Classic Motorcycles.
3. If the complaint is justified, it is up to Newport Classic Motorcycles to ensure a proper and reasonable compensation for the buyer. If the complaint is unjustified, the costs made as a result of the complaint, including the investigation costs, will be cancelled on the side of Newport Classic Motorcycles and will be fully for the account of the buyer.
Article 15 Applicable law and disputes
1. All agreements on which the general terms and conditions are completely or partially applicable, are subject to Dutch law. Newport Classic Motorcycles can always adjust and/or change these terms and conditions.
2. With the explanation of the content and the scope of these general terms and conditions, the Dutch text, including law and jurisprudence, thereof is decisive.
3. In case of any disputes between parties arising from or as a result of the agreement and/or these general terms and conditions, only the Dutch court is authorised. Parties will only appeal to the court after they have made every effort to settle a dispute in mutual consultation.
4. The last filed version or the version that applied at the time that the agreement was concluded, is applicable. These general terms and conditions are filed at the Chamber of Commerce in Enschede under number…., if requested these will be sent free of charge and are published on the website www.newportclassicmotorcycles.com.