General Terms and Conditions Masparts

1. 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 general terms and conditions 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 or are invalid, the other provisions of these general terms and conditions will remain in force and the invalid/nullified provision(s) will be replaced by a provision with the same purport as the original provision.
6. Uncertainties about the content, explanation or situations that are not regulated in these general terms and conditions must be assessed and explained in the spirit of these general terms and conditions.
7. If reference is made to she/her in these general terms and conditions, this should also be construed as a reference to he/him/are, if and insofar as applicable.

Article 3 – The Offer

1. All offers made by Masparts are without obligation, unless expressly stated otherwise in writing. If the Offer is limited or valid under specific conditions, this will be explicitly stated in the offer. 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 for Masparts.
3. The Offer contains an description of the offered Product with associated prices. The description is detailed in such a way that the Buyer is able to make a proper assessment of the Offer. Mistakes or errors in the Offer cannot bind Masparts. Any images and specific data in the Offer are only an indication and cannot be a ground for any compensation or dissolution of the Agreement (remotely). Masparts cannot guarantee that the colors in the image correspond exactly to the real colors of the Product. Masparts also cannot guarantee that the listed weights and dimensions are correct.
4. Delivery times and terms stated in the Offer of Masparts are indicative and if they are exceeded, they do not entitle the Buyer to dissolution or compensation, unless expressly agreed otherwise. In case of a 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 or Offer at a part of the stated price.
6. If and insofar as there is an offer, this does not automatically apply to repeat orders. Offers are only valid until stocks last, and on the run-out principle.

Article 4 – Conclusion of the Agreement

1. The Agreement is concluded at the moment that the Buyer has accepted an Offer from Masparts by placing an order or paying for the relevant Product.
2. An Offer can be made by Masparts via the website, by e-mail or by telephone.
3. If the Buyer has accepted the Offer by concluding an Agreement with Masparts, Masparts will confirm the Agreement with the Buyer in writing, or at least by email.
4. If the acceptance (on minor points) deviates from the Offer, Masparts is not bound by it.
5. Masparts is not bound by an Offer if the Buyer could reasonably have expected or should have understood or should have understood that the Offer contains an obvious mistake or error. The Buyer cannot derive any rights from this mistake or error.
6. The right of withdrawal is excluded for the Buyer being a Company. Buyer, being a Consumer, has the right to exercise its right of withdrawal within the legal term. If withdrawal applies, the Buyer will handle the Product and the packaging with care. It will only unpack or use the Product to the extent necessary to determine the nature, characteristics and functioning of the Product. The direct costs for returning the Product are for the account of the Buyer.
7. Electronic Products that cannot be taken back 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 and insofar as required for proper execution of the Agreement, Masparts has the right to have certain activities performed by third parties at its own discretion.
3. The Buyer shall ensure that all information, which Masparts indicates is necessary or which the Buyer should reasonably understand to be necessary for the execution of the Agreement, is provided to Masparts in a timely manner. If the information required for the execution of the Agreement has not been provided to Masparts in time, Masparts has the right to suspend the execution of the Agreement.
4. In the performance of the Agreement, Masparts is not obliged or obliged to follow the Buyer’s instructions if this changes the content or scope of the Agreement. If the instructions result in additional work for Masparts, the Buyer is obliged to reimburse the additional or additional costs accordingly.
5. Masparts may require security from the Buyer or full payment in advance before proceeding with the execution of the Agreement.
6. Masparts is not liable for damage, of whatever nature, that has arisen because Masparts has based on incorrect and/or incomplete information provided by the Buyer, unless this inaccuracy or incompleteness was known to Masparts.
7. The Buyer indemnifies Masparts against any claims from third parties who suffer damage in connection with the execution of the Agreement and which are attributable to the Buyer.
8. Before an order is placed, the buyer must provide his chassis and registration number, so that Masparts can check whether the Products fit on the car. The advice provided by Masparts can never be regarded as binding advice. The ultimate responsibility for purchasing the Product rests at all times with the Buyer.
9. If a Product cannot be delivered because the Product has been taken out of circulation, Masparts can offer an alternative Product. If this is not possible, the Buyer is entitled to a refund of the monies already paid.

Article 6 – Delivery

1. If the commencement, progress or delivery of the Agreement is delayed because, for example, the Buyer has not supplied all the requested information or has not provided it on time, does not provide sufficient cooperation, the (down) payment has not been received in time by Masparts or if any delay occurs due to other circumstances beyond the control of Masparts, Masparts is entitled to a reasonable extension of the delivery or completion period. All agreed delivery times are never strict deadlines. The buyer must give Masparts written notice of default and allow it a reasonable term to still be able to deliver. The buyer is not entitled to any compensation due to the delay that has arisen.
2. The Buyer being a Company is obliged to take delivery of the goods at the time they are made available to it in accordance with the Agreement, even if they are offered to it earlier or later than agreed.
3. If the Buyer refuses to take delivery or is negligent in providing information or instructions that are necessary for the delivery, Masparts is entitled to store the goods at the expense and risk of the Buyer.
4. If the Products are delivered by Masparts or an external carrier, Masparts is entitled, unless otherwise agreed in writing, to charge any delivery costs. These will then be invoiced separately unless expressly agreed otherwise.
5. If Masparts requires information from the Buyer in the context of the performance of the Agreement, the delivery time will only commence after the Buyer has provided Masparts with all information necessary for the performance.
6. If Masparts has specified a term for delivery, this is indicative. Longer delivery times apply for delivery outside the Netherlands.
7. Masparts is entitled to deliver the goods in parts, unless the Agreement deviates from this or if the partial delivery does not have an independent value. Masparts is entitled to invoice thus delivered separately.
8. Deliveries will only be made if all invoices have been paid, unless expressly agreed otherwise. Masparts reserves the right to refuse delivery if there is a well-founded fear of non-payment.

Article 7 – Packaging and Transport

1. Masparts undertakes towards the Buyer to properly package the goods to be delivered and to secure them in such a way that they reach their destination in good condition under normal use.
2. Unless otherwise agreed in writing, all deliveries include turnover tax (VAT), including packaging and packaging material.
3. Accepting items without comments or comments on the consignment note or receipt serves as proof that the packaging was in good condition at the time of delivery.

Article 8 – Examination, Complaints

1. The buyer is obliged to inspect the delivered goods or have them examined at the time of delivery or delivery, but in any event within 14 days of receipt of the delivered goods, but only to unpack or to the extent necessary to assess whether it retains the Product. In doing so, the Buyer must investigate whether the quality and quantity of the delivered goods correspond to the Agreement and whether the Products meet the requirements that apply to them in normal (trade) traffic.
2. The Buyer is obliged to investigate and inform himself in which way the Product should be used and, in the event of personal use, to test the Product in accordance with the instructions for use. Masparts accepts no liability for incorrect use of the Product by Buyer.
3. Any visible defects or shortcomings must be reported to Masparts in writing after delivery to [email protected]. The buyer has a period of 14 days after delivery for this. Non-visible defects or shortcomings must be reported within 14 days of discovery, but no later than 6 months after delivery. In the event of damage to the Product due to careless handling by the Buyer itself, the Buyer is liable for any loss in value of the Product.
4. If a complaint is made in time pursuant to the previous paragraph, the Buyer remains obliged to pay for the purchased goods. If the Buyer wishes to return defective goods, this will only take place with the prior written consent of Masparts in the manner indicated by Masparts.
5. If the Buyer, being a Consumer, uses his right of withdrawal, he will return the Product and all accessories, insofar as this is reasonably possible, in its original condition and packaging to Masparts, in accordance with the return instructions of Masparts. The direct costs for return shipments are for the account and risk of the Buyer.
6. Masparts is entitled to start an investigation into the authenticity and condition of the returned Products before a refund will be made.
7. Refunds to the Buyer will be processed as soon as possible, but the refund can take no later than 14 days after receipt of the Buyer’s declaration of dissolution. Refunds will be made to the previously specified account number.
8. If the Buyer exercises its right to complain, the Buyer, being a Company, has no right to suspend its payment obligation nor to settle outstanding invoices.
9. In the absence of a complete delivery, and/or if one or more Products are missing, and this is attributable to Masparts, Masparts will, at the request of the Buyer, send the missing Product(s) or cancel the remaining order. The confirmation of receipt of the Products is leading in this regard. Any damage suffered by the Buyer as a result of the (deviating) scope of the delivery cannot be recovered from Masparts.

Article 9 – Prices

1. During the period of validity of the Offer, the prices of the Products offered will not be increased, unless there are changes in VAT rates.
2. The prices stated in the Offer are exclusive, unless expressly stated otherwise.
3. The prices as stated in the Offer are based on the cost factors applicable at the time of the conclusion of the Agreement, such as: import and export duties, freight and unloading costs, insurance and any levies and taxes.
4. If there are Products or raw materials for which there are price fluctuations in the financial market and on which Masparts has no influence, Masparts can offer these Products at variable prices. It is stated in the Offer that the prices are target prices and may fluctuate.

Article 10 – Payment and Collection Policy

1. Payment should preferably be made in advance in the currency in which the invoice is made, using the method indicated, unless otherwise agreed.
2. The buyer cannot derive any rights or expectations from a budget issued in advance, unless the parties have expressly agreed otherwise.
3. The buyer must make a lump sum payment to the account number and details of Masparts made known to it. Parties can only agree on a different payment term after explicit and written permission from Masparts.
4. If a periodic payment obligation of the Buyer has been agreed, Masparts is entitled to adjust the applicable prices and rates in writing with due observance of a term of 3 months.
5. In the event of liquidation, bankruptcy, attachment or suspension of payment of the Buyer, Masparts’ claims against the Buyer are immediately due and payable.
6. Masparts has the right to have the payments made by the Buyer go first of all to reduce the costs, then to reduce the interest due and finally to reduce the principal sum and the current interest. Masparts can, without being in default as a result, refuse an offer of payment if the Buyer designates a different order for the allocation. Masparts can refuse full repayment of the principal, if the outstanding and current interest as well as the costs are not also paid.
7. If the Buyer does not meet its payment obligation and has not fulfilled its obligation within the specified payment term of 14 days, the Buyer is in default being a Company. The Buyer, being a Consumer, will first receive a written reminder with a term of 14 days after the date of the reminder to still meet the payment obligation, including a statement of the extrajudicial costs if the Consumer does not meet his obligations within that term, before they fall into default.
8. From the date that the Buyer is in default, Masparts will, without further notice of default, claim the statutory (commercial) interest from the first day of default until full payment and compensation of the extrajudicial costs in accordance with Article 6:96 of the Dutch Civil Code, to be calculated according to the graduated scale from the decision on compensation for extrajudicial collection costs of 1 July 2012.
9. If Masparts has incurred more or higher costs that are reasonably necessary, these costs are eligible for compensation. The judicial and enforcement costs incurred are also for the account of the Buyer.

Article 11 – Retention of Title

1. All goods delivered by Masparts remain the property of Masparts until the Buyer has fulfilled all the following obligations under all Agreements concluded with Masparts.
2. The buyer is not authorized to pledge or encumber the items subject to retention of title in any other way if the ownership has not yet been transferred in full.
3. If third parties seize the goods delivered subject to retention of title or wish to establish or enforce rights thereon, the Buyer is obliged to inform Masparts of this as soon as can reasonably be expected.
4. In the event that Masparts wishes to exercise its property rights referred to in this article, the Buyer already now gives unconditional and irrevocable permission and authorization to Masparts or third parties to be designated by them to enter all those places where Masparts’ property is located and to take those things back.
5. Masparts has the right to retain the Product(s) purchased by the Buyer if the Buyer has not yet (fully) fulfilled its payment obligations, despite an obligation to transfer or hand over from Masparts. After the Buyer has fulfilled its obligations, Masparts will make every effort to deliver the purchased Products to the Buyer as soon as possible, but at the latest within 20 working days.
6. Costs and other (consequential) damage as a result of retaining the purchased Products are for the account and risk of the Buyer and will be reimbursed to Masparts by the Buyer on first request.

Article 12 – Warranty

1. Masparts guarantees that the Products comply with the Agreement, the specifications stated in the offer, usability and/or reliability and the legal rules/regulations at the time of the conclusion of the Agreement. This also applies if the goods to be delivered are intended for use abroad and the Buyer has explicitly notified Masparts of this use at the time of entering into the Agreement.
2. Only the warranty provision set by this supplier applies to the Products sold and delivered with a manufacturer’s warranty.

Article 13 – Second-hand Products

1. The Buyer, being a Company, must inspect the Product immediately after purchasing the Product whether it complies with the Agreement. Masparts expressly does not give any warranty on the second-hand products. Masparts declares that the product has been properly tested when the product leaves the warehouse. The Buyer cannot derive any rights from a defective Product of which the relevant defects are stated in the Offer.
2. If the Buyer is a Consumer, he is entitled to a replacement of the Product if it is suspected that the Product did not comply with the Agreement upon delivery, if the deviation from the agreement becomes apparent within a period of 6 months after delivery, unless the nature of the Product or the nature of the deviation precludes this. The aforementioned does not affect the fact that Masparts is not responsible for the suitability of the Products for each individual application by the Buyer. The buyer must follow the rules and instructions of Masparts. The warranty provided does not affect the fact that Masparts is never responsible for the suitability of the Products for each individual application by the Buyer. The buyer must follow the rules and instructions of Masparts.
3. The warranty mentioned above only extends to what has been provided by the producer and applies for a period that corresponds to the manufacturer’s warranty. Masparts is never responsible for the suitability of the Products for each individual application by the Buyer.
4. If the goods to be delivered do not comply with these guarantees, Masparts will replace or repair the goods within a reasonable period of time after receipt thereof, at Masparts’ discretion. In the event of replacement, the Buyer undertakes already now to return the replaced item to Masparts and to transfer ownership to Masparts.
5. The guarantee referred to in this regard does not apply if the defect has arisen as a result of injudicious or improper use or if, without the written permission of Masparts, the Buyer or third parties have made changes or attempted to make changes to the item or have used them for purposes for which the item is not intended or has been used under abnormal circumstances.

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 not fully comply with the (payment) obligations under the Agreement.
2. In addition, Masparts is authorized to dissolve the Agreement existing between it and the Buyer, insofar as it has not yet been performed, without judicial intervention if the Buyer does not timely or properly fulfill the obligations that it has under any Agreement concluded with Masparts result.
3. Furthermore, Masparts is authorized to dissolve the Agreement (or have it dissolved) without prior notice of default if circumstances arise that are of such a nature that fulfillment of the Agreement is impossible or can no longer be required according to standards of reasonableness and fairness, or if other circumstances arise which are of such a nature that unaltered maintenance of the Agreement cannot reasonably be expected.
4. If the Agreement is dissolved, Masparts’ claims against the Buyer are immediately due and payable. When Masparts suspends the fulfillment of the obligations, it retains its rights under the law and the Agreement.
5. Masparts always reserves the right to claim compensation.

Article 16 – Limitation of Liability

1. If the performance of the Agreement by Masparts leads to liability on the part of Masparts 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. The liability of Masparts is in any case limited to the maximum amount of damage that is paid out by the insurance company per event per year.
2. Masparts is not liable for consequential damage, indirect damage, loss of profit and/or loss suffered, lost savings and damage as a result of the use of the delivered Products is excluded. A restriction applies to the Consumer in accordance with what is permitted under Article 7:24 paragraph 2 of the Dutch Civil Code.
3. Masparts is not liable for and/or obliged to repair damage caused by the use of the Product. Masparts provides strict maintenance and usage instructions that must be complied with by the Buyer. All damage to Products as a result of wearing and using is expressly excluded from liability (this includes traces of use, use damage, fall damage, light and water damage, theft, loss, etc.)
4. Masparts is not liable for damage that is or may be the result of any act or omission as a result of (incomplete and/or incorrect) information on the website(s) or linked websites.
5. Masparts is not responsible for errors and/or irregularities in the functionality of the website and is not liable for malfunctions or the unavailability of the website for whatever reason.
6. Masparts does not guarantee a correct and complete transmission of the content of an e-mail sent by/on behalf of Masparts, nor for the timely receipt thereof.
7. All claims by the Buyer due to shortcomings on the part of Masparts will lapse if they have not been reported to Masparts in writing and with reasons within one year after the Buyer was aware or could reasonably have been aware of the facts on which it bases its claims. All claims of the Buyer shall in any case expire one year after the termination of the Agreement.

Article 17 – Force Majeure

1. Masparts is not liable if it is unable to fulfill its obligations under the Agreement as a result of a force majeure situation, nor can it be obliged to fulfill any obligation if it is prevented from doing so as a result of a circumstance which is not due to its fault and which is not for its account by virtue of the law, legal act or generally accepted standards.
2. Force majeure is in any case understood to mean, but is not limited to what is understood in this regard in law and jurisprudence:
   1. force majeure of suppliers of Masparts,
   2. failure to properly fulfill obligations of suppliers that the Buyer has prescribed or recommended to Masparts,
   3. defective goods, equipment, software or materials of third parties,
   4. government measures,
   5. electricity failure,
   6. malfunction of the internet, data network and telecommunication facilities (for example due to: cyber crime and hacking),
   7. natural disasters,
   8. war and terrorist attacks,
   9. general transport problems,
   10. strikes in Masparts’ company, and
   11. other situations that in Masparts’ opinion fall outside its sphere of influence that affect the fulfillment of its obligations temporarily or permanently.
3. Masparts has the right to invoke force majeure if the circumstance that prevents (further) fulfillment occurs after Masparts should have fulfilled its obligation.
4. During the period that the force majeure continues, the parties can suspend the obligations under the Agreement. If this period lasts longer than two months, each of the parties is entitled to dissolve the Agreement, without any obligation to pay compensation to the other party.
5. Insofar as Masparts has partially fulfilled or will be able to fulfill its obligations under the Agreement at the time of the occurrence of force majeure, and the part fulfilled or to be performed has independent value, Masparts is entitled to fulfill or fulfill the obligations already fulfilled will be invoiced separately. The Buyer is obliged to pay this invoice as if it were a separate Agreement.

Article 18 – Transfer of Risk

The risk of loss or damage to the Products that are the subject of the Agreement transfers to the Buyer, being a Company, at the moment when the goods leave the warehouse of Masparts. For Consumers, the aforementioned risk will pass to the Buyer if the Products have been provided under the Buyer’s control. This is the case if the Products have been delivered to the delivery address of the Buyer.

Article 19 – Intellectual Property Rights

1. All intellectual property rights and copyrights of Masparts rest exclusively with Masparts and are not transferred to the Buyer.
2. The Buyer is prohibited from disclosing and/or multiplying, changing or making available to third parties all documents to which the intellectual property rights and copyrights of Masparts rest without the express prior written consent of Masparts. If the Buyer wishes to make changes to goods delivered by Masparts, Masparts must explicitly agree to the intended changes.
3. The Buyer is prohibited from using the Products to which the intellectual property rights of Masparts rest other than as agreed in the Agreement.

Article 20 – Privacy, Data Processing and Security

1. Masparts handles the (personal) data of the Buyer and visitors to the website(s) with care. If requested, Masparts will inform the data subject about this.
2. If Masparts is required to provide information security on the basis of the Agreement, this security will meet the agreed specifications and a security level that, in view of the state of the art, the sensitivity of the data and the associated costs, is not unreasonable.

Article 21 – Complaints

1. If the Buyer is not satisfied with the Products of Masparts and/or has complaints about the (performance of the) Agreement, the Buyer is obliged to report these complaints as soon as possible, but no later than 14 calendar days after the relevant reason that led to the complaint. Complaints can be reported via [email protected] with the subject “Complaint”.
2. The complaint must be sufficiently substantiated and/or explained by the Buyer for Masparts to be able to handle the complaint.
3. Masparts will respond substantively to the complaint as soon as possible, but no later than 14 calendar days after receipt of the complaint.
4. The parties will try to reach a solution together.

Article 22 – Applicable Law

1. Dutch law applies to every Agreement between Masparts and the Buyer. The applicability of the (CISG) Vienna Sales Convention is expressly excluded.
2. In the event of an explanation of the content and purport of these general terms and conditions, the Dutch text thereof is always decisive. Masparts has the right to unilaterally change these general terms and conditions.
3. All disputes arising from or as a result of the Agreement between Masparts and the Buyer will be settled at the competent Court of Gelderland (location Nijmegen) unless mandatory provisions lead to the jurisdiction of another court.

Heteren, 9 July 2023