General Terms and Conditions Masparts

Masparts B.V. (hereinafter: Masparts) is registered with the Chamber of Commerce under number 89976983 and is located at Hooiland 11 (6666MJ) in Heteren.

Article 1 – Definitions

1. In these general terms and conditions, the following terms are used in the following meaning, unless expressly stated otherwise:
2. Offer: Any written offer to the Buyer to deliver Products by the Seller to which these terms and conditions are inextricably linked.
3. Company: The natural or legal person who acts in the capacity of a profession or business.
4. Consumer: The natural person who does not act in the capacity of a profession or business.
5. Buyer: The Company or the Consumer who enters into a (distance) Agreement with the Seller.
6. Agreement: The (distance) purchase agreement that extends to the sale and delivery of Products purchased by the Buyer from Masparts.
7. Products: The Products offered by Masparts are car parts and accessories.
8. Seller: The supplier of Products to the Buyer, hereinafter: Masparts.

Article 2 – Applicability

1. These general terms and conditions apply to every Offer by Masparts and every Agreement between Masparts and a Buyer and to every Product offered by Masparts.
2. Before a (distance) Agreement is concluded, the Buyer will be provided with these general terms and conditions. If this is not reasonably possible, Masparts will indicate to the Buyer how the Buyer can view the general terms and conditions, which in any case have been published on the Masparts website, so that the Buyer can easily store these on a durable data carrier.
3. In exceptional situations, it is possible to deviate from these general terms and conditions if this has been explicitly agreed in writing with Masparts.
4. These general terms and conditions also apply to additional, amended and follow-up agreements with the Buyer. Any general and/or purchase conditions of the Buyer are expressly rejected.
5. If one or more provisions of these general terms and conditions are partially or wholly invalid, the other provisions will remain in force and the invalid or nullified provision(s) will be replaced by a provision with the same purport as the original.
6. Uncertainties about the content, explanation or situations not regulated in these terms must be assessed and explained in their spirit.
7. If reference is made to she/her in these terms, this should also be construed as a reference to he/him, if and insofar as applicable.

Article 3 – The Offer & Cancellation

1. All offers made by Masparts are without obligation, unless expressly stated otherwise in writing. An Offer only exists if it has been laid down in writing.
2. The Offer made by Masparts is without obligation. Masparts is only bound by the Offer if the acceptance thereof is confirmed in writing by the Buyer within 30 days, or if the Buyer has already paid the amount due. Nevertheless, Masparts has the right to refuse an Agreement with a potential Buyer for any good reason.
3. The Offer contains an accurate description of the offered Product with associated prices. Errors or mistakes in the Offer cannot bind Masparts. Any images and specific data are indicative only and cannot be used as grounds for compensation or dissolution of the Agreement.
4. Delivery times and terms stated in the Offer are indicative and, if exceeded, do not entitle the Buyer to dissolution or compensation—unless expressly agreed otherwise. In case of cancellation at the request of the Buyer, a cancellation fee may be charged.
5. A composite quotation does not oblige Masparts to deliver part of the goods included in the Offer at a part of the stated price.
6. For repeat orders, the Offer does not automatically apply. Offers are valid only until stocks last and on a run-out basis.
7. In cases where an order is canceled due to non-payment or failure to pick up the goods within the specified timeframe, Masparts B.V. will deduct a cancellation fee of at least 20% from any payments already made. If no payments have been made, the customer remains liable for the fee.
8. Customers are required to complete full payment within the specified deadline indicated in the order confirmation or invoice. If payment is not received by the due date, Masparts B.V. reserves the right to impose penalties, which may include:
   1. Charging a storage fee for the ordered goods.
   2. Cancelling the order if full payment is not made, subject to a cancellation fee of at least 20% of the total order value.

Article 4 – Conclusion of the Agreement

1. The Agreement is concluded when the Buyer accepts an Offer from Masparts by placing an order or paying for the relevant Product.
2. An Offer can be made via the website, by e-mail, or by telephone.
3. If the Buyer accepts the Offer by concluding an Agreement with Masparts, Masparts will confirm it in writing or by email.
4. If the acceptance deviates on minor points from the Offer, Masparts is not bound by it.
5. Masparts is not bound by an Offer if the Buyer could reasonably have understood that the Offer contains an obvious mistake or error.
6. The right of withdrawal is excluded for the Buyer being a Company. For Consumers, withdrawal must be exercised within the legal term and the Product handled with care. Direct return costs are borne by the Buyer.
7. Electronic Products that cannot be returned due to customization are excluded from the right of withdrawal. This is expressly stated in the Offer.

Article 5 – Execution of the Agreement

1. Masparts will execute the Agreement to the best of its knowledge and ability.
2. If necessary for proper execution, Masparts may engage third parties at its discretion.
3. The Buyer must provide all necessary information in a timely manner. Failure to do so gives Masparts the right to suspend execution.
4. If the Buyer’s instructions change the scope of the Agreement and require additional work, the Buyer is obliged to reimburse these extra costs.
5. Masparts may require security or full advance payment before executing the Agreement.
6. Masparts is not liable for damages arising from incorrect or incomplete information provided by the Buyer, unless known by Masparts.
7. The Buyer indemnifies Masparts against any third-party claims arising from the execution of the Agreement.
8. Before placing an order, the Buyer must provide the chassis and registration number so Masparts can verify that the Products fit the car. The ultimate purchasing responsibility lies with the Buyer.
9. If a Product cannot be delivered because it has been taken out of circulation, Masparts may offer an alternative Product or refund the monies already paid.

Article 6 – Delivery

1. If delivery is delayed because the Buyer has not supplied all requested information or cooperated sufficiently, or if the (down) payment is delayed, Masparts is entitled to a reasonable extension. The Buyer must give written notice of default, and no compensation is due for the delay.
2. A Company Buyer must take delivery of the goods when they are available, even if offered earlier or later than agreed.
3. If the Buyer refuses delivery or is negligent in providing necessary instructions, Masparts may store the goods at the Buyer’s expense and risk.
4. If delivery is made by Masparts or an external carrier, delivery costs will be charged separately unless otherwise agreed.
5. If Masparts requires additional information from the Buyer for performance, the delivery period will start only after all necessary information is provided.
6. If a specific delivery term is set, it is indicative. Longer delivery times may apply for deliveries outside the Netherlands.
7. Masparts may deliver goods in parts and invoice them separately if the Agreement deviates from a single delivery.
8. Deliveries will only occur if all invoices have been paid. Masparts reserves the right to refuse delivery if there is a well-founded fear of non-payment.
9. If an order is not picked up within the agreed timeframe, penalties may apply:
   1. A storage fee may be charged for each day the order remains uncollected beyond the deadline.
   2. If unclaimed for an extended period, Masparts B.V. may cancel the order and charge a cancellation fee of at least 20% of the total order value.

Article 7 – Packaging and Transport

1. Masparts undertakes to properly package the goods so they reach their destination in good condition under normal use.
2. Unless otherwise agreed, all deliveries include turnover tax (VAT) along with packaging and packaging materials.
3. Acceptance of goods without remarks on the consignment note or receipt serves as proof that the packaging was in good condition upon delivery.

Article 8 – Examination, Complaints

1. The Buyer must inspect the delivered goods at the time of delivery—or within 14 days—only opening the package as necessary to verify that the quality and quantity meet the Agreement.
2. The Buyer is responsible for understanding how the Product should be used and testing it in accordance with its instructions. Masparts is not liable for incorrect use by the Buyer.
3. Any visible defects must be reported in writing to sales@masparts.net within 14 days of delivery. Non-visible defects must be reported within 14 days of discovery, but no later than 6 months after delivery. If damage is due to careless handling, the Buyer is liable for the loss in value.
4. If a complaint is made in time, the Buyer remains obligated to pay for the goods. Defective goods can only be returned with Masparts’ prior written consent.
5. If a Consumer exercises their right of withdrawal, the Product and accessories must be returned in original condition and packaging as per Masparts’ return instructions. Return shipping costs are borne by the Buyer.
6. Masparts may investigate the returned Product’s authenticity and condition before issuing a refund.
7. Refunds will be processed as soon as possible, but no later than 14 days after receiving the Buyer’s dissolution declaration. Refunds are made to the previously specified account.
8. If a Company Buyer complains, they are not entitled to suspend payment obligations or settle outstanding invoices.
9. If the delivery is incomplete or Products are missing due to Masparts’ fault, Masparts will, at the Buyer’s request, either send the missing Product(s) or cancel the remaining order. The confirmation of receipt is decisive, and any resulting damage cannot be recovered from Masparts.

Article 9 – Prices

1. During the validity of the Offer, the prices of the Products will not be increased unless there is a change in VAT rates.
2. The prices stated in the Offer are exclusive unless stated otherwise.
3. The prices are based on cost factors at the time of concluding the Agreement (e.g., import/export duties, freight, unloading costs, insurance, levies, and taxes).
4. If there are market fluctuations for Products or raw materials beyond Masparts’ control, the prices may vary. The prices stated are target prices and subject to fluctuation.

Article 10 – Payment and Collection Policy

1. Payment should preferably be made in advance in the invoice’s currency using the indicated method, unless agreed otherwise.
2. The Buyer cannot derive any rights or expectations from an advance budget unless expressly agreed upon.
3. The Buyer must make a lump sum payment to the account details provided by Masparts. A different payment term can only be agreed upon in writing.
4. If a periodic payment obligation is in place, Masparts may adjust the applicable prices and rates in writing with a three‐month notice.
5. In the event of the Buyer’s liquidation, bankruptcy, attachment, or suspension of payment, Masparts’ claims become immediately due and payable.
6. Payments received from the Buyer will first reduce costs, then interest, and finally the principal. Masparts may refuse a payment if the Buyer specifies a different allocation order, and can refuse full repayment if outstanding interest and costs are not also paid.
7. If the Buyer does not meet the payment obligation within 14 days, the Buyer is in default (Companies by default and Consumers after a written reminder with a 14-day term, including extrajudicial cost details).
8. From the date of default, Masparts will claim statutory (commercial) interest from the first day until full payment and compensation of extrajudicial costs, calculated as per Article 6:96 of the Dutch Civil Code.
9. If Masparts incurs additional or higher costs that are reasonably necessary, these costs, as well as judicial and enforcement costs, will be charged to the Buyer.
10. Note: below is optional. If payment in arrears is possible, include this provision.

Article 11 – Retention of Title

1. All goods delivered by Masparts remain its property until the Buyer fulfills all obligations under all Agreements.
2. The Buyer is not authorized to pledge or encumber items under retention of title if ownership has not been fully transferred.
3. If third parties seize goods under retention of title or wish to enforce rights, the Buyer must inform Masparts as soon as reasonably possible.
4. If Masparts wishes to exercise its property rights, the Buyer grants unconditional and irrevocable permission for Masparts or its designees to enter locations where its property is stored to reclaim the goods.
5. Masparts may retain the purchased Product(s) until the Buyer fulfills its payment obligations. After fulfillment, Masparts will deliver the Products as soon as possible, but no later than 20 working days.
6. Costs or consequential damages from retaining the Products are for the Buyer’s account and will be reimbursed to Masparts on first request.

Article 12 – Warranty

1. Masparts guarantees that the Products comply with the Agreement, the specifications stated in the Offer, and applicable legal rules at the time of the Agreement. This also applies if the goods are intended for use abroad and the Buyer has notified Masparts accordingly.
2. Only the warranty provision set by this supplier applies to Products sold and delivered with a manufacturer’s warranty.

Article 13 – Second-hand Products

1. The Buyer, if a Company, must inspect the Product immediately after purchase to verify compliance with the Agreement. Masparts does not provide a warranty on second-hand products; the Product is declared as properly tested when it leaves the warehouse, and any defects stated in the Offer do not give the Buyer additional rights.
2. If the Buyer is a Consumer, they are entitled to a replacement if the Product does not comply with the Agreement upon delivery, provided the deviation appears within 6 months—unless the nature of the Product or deviation precludes this. The Buyer must follow Masparts’ rules and instructions; the warranty does not cover the suitability of the Product for individual applications.
3. The warranty mentioned only extends to what is provided by the producer and applies for the duration of the manufacturer’s warranty.
4. If the delivered goods do not meet these guarantees, Masparts will replace or repair the goods within a reasonable period at its discretion. In the event of a replacement, the Buyer must return the replaced item and transfer ownership to Masparts.
5. The warranty does not apply if a defect arises from improper use or unauthorized modifications by the Buyer or third parties.

Article 14 – Instructions for Use Products

The Buyer of Products must follow the rules and instructions of Masparts.

Article 15 – Suspension and Dissolution

1. Masparts is authorized to suspend the fulfillment of the obligations or to dissolve the Agreement if the Buyer does not or only partially complies with the (payment) obligations.
2. Additionally, Masparts may dissolve an Agreement (that has not yet been performed) without judicial intervention if the Buyer fails to fulfill its obligations in a timely or proper manner.
3. Masparts may also dissolve the Agreement without prior notice of default if circumstances arise making fulfillment impossible or unreasonable.
4. If the Agreement is dissolved, Masparts’ claims against the Buyer become immediately due and payable. During any suspension of obligations, Masparts retains its legal rights.
5. Masparts always reserves the right to claim compensation.

Article 16 – Limitation of Liability

1. If the performance of the Agreement by Masparts results in liability towards the Buyer or third parties, that liability is limited to the costs charged by Masparts in connection with the Agreement—unless the damage is caused by intent or gross negligence. Liability is also capped at the maximum amount paid out by the insurance company per event per year.
2. Masparts is not liable for consequential or indirect damage, loss of profit, lost savings, or any damage arising from the use of the delivered Products. A restriction applies to Consumers in accordance with Article 7:24 (2) of the Dutch Civil Code.
3. Masparts is not liable for damage caused by the use of the Product. Maintenance and usage instructions provided by Masparts must be followed. Damage due to normal wear and tear, including traces of use, fall damage, light/water damage, theft, or loss, is expressly excluded from liability.
4. Masparts is not liable for damage resulting from incomplete or incorrect information on its website(s) or linked websites.
5. Masparts is not responsible for errors or irregularities in website functionality, malfunctions, or unavailability of the website.
6. Masparts does not guarantee complete or timely transmission of email content sent on its behalf.
7. All claims by the Buyer due to shortcomings by Masparts will lapse if not reported in writing with reasons within one year after the Buyer became or should have become aware of the facts on which the claim is based. In any case, all claims expire one year after the termination of the Agreement.

Article 17 – Force Majeure

1. Masparts is not liable for failure to fulfill its obligations under the Agreement due to a force majeure event, nor can it be obliged to perform any obligation if prevented by circumstances beyond its control.
2. Force majeure is understood to include (but is not limited to):
   1. Force majeure affecting suppliers of Masparts,
   2. Failure of suppliers prescribed or recommended by the Buyer,
   3. Defective goods, equipment, software, or materials from third parties,
   4. Government measures,
   5. Electricity failure,
   6. Malfunction of the internet, data networks, or telecommunication facilities (e.g., due to cyber crime or hacking),
   7. Natural disasters,
   8. War and terrorist attacks,
   9. General transport problems,
   10. Strikes at Masparts, and
   11. Other circumstances beyond Masparts’ sphere of influence affecting its ability to perform its obligations.
3. Masparts may invoke force majeure if the event occurs after it should have fulfilled its obligation.
4. During force majeure, the parties may suspend their obligations. If the event lasts longer than two months, either party may dissolve the Agreement without any obligation to compensate the other.
5. If Masparts has partially performed its obligations at the time of the force majeure event, it may invoice the portion already performed as a separate Agreement, which the Buyer must pay.

Article 18 – Transfer of Risk

The risk of loss or damage to the Products transfers to the Buyer, if a Company, at the moment the goods leave Masparts’ warehouse. For Consumers, risk transfers when the Products are delivered to the Buyer’s address.

Article 19 – Intellectual Property Rights

1. All intellectual property rights and copyrights of Masparts remain exclusively with Masparts and are not transferred to the Buyer.
2. The Buyer is prohibited from disclosing, multiplying, changing, or making available any documents bearing Masparts’ intellectual property rights without prior written consent. Any intended changes to goods delivered require Masparts’ explicit agreement.
3. The Buyer is prohibited from using the Products in any way not agreed upon in the Agreement.

Article 20 – Privacy, Data Processing and Security

1. Masparts handles the (personal) data of the Buyer and website visitors with care and will provide information about its data practices upon request.
2. If Masparts is required to provide information security under the Agreement, it will meet the agreed specifications and a security level appropriate to the state of the art, the sensitivity of the data, and associated costs.

Article 21 – Complaints

1. If the Buyer is dissatisfied with the Products or the performance of the Agreement, complaints must be reported within 14 calendar days after the reason for the complaint arises. Complaints should be sent to sales@masparts.net with the subject “Complaint”.
2. The complaint must be sufficiently substantiated for Masparts to handle it.
3. Masparts will respond substantively to the complaint as soon as possible, but no later than 14 calendar days after receipt.
4. The parties will work together to reach a solution.

Article 22 – Applicable Law

1. Dutch law applies to every Agreement between Masparts and the Buyer. The CISG (Vienna Sales Convention) is expressly excluded.
2. If an interpretation of these terms is needed, the Dutch version shall prevail. Masparts reserves the right to unilaterally change these terms and conditions.
3. All disputes arising from the Agreement will be settled at the competent Court of Gelderland (location Nijmegen), unless mandatory provisions require another jurisdiction.

Article 23 - Export Restrictions

1. The Importer/Buyer undertakes not to sell, export, or re-export the supplied goods—which fall under Article 12g of Council Regulation (EU) No 833/2014—directly or indirectly to the Russian Federation and/or Belarus, or for use therein.
2. The Importer/Buyer shall ensure that third parties further down the commercial chain (including resellers) do not frustrate the purpose of paragraph (1).
3. The Importer/Buyer undertakes to use the supplied goods in accordance with this Agreement and all applicable EU regulations.

Heteren, 3 March 2025