Terms and conditions

Article 1: Definitions

The General Terms and Conditions : the present General Terms and Conditions

JH Sports BV : a private company with limited liability, engaged in the operation of a wholesale business in motorcycle clothing and accessories.

Other party : a natural or legal person with whom JH Sports BV concludes an agreement.

Parties : JH Sports BV and a Counterparty together.

The Agreement : the agreement under which JH Sports BV sells Motor, clothing, parts, accessories, tools to a Counterparty.

Article 2: Applicability of these terms and conditions

2.1 These General Terms and Conditions apply to all offers, quotations and agreements, whether or not recorded in writing, under which JH Sports BV delivers goods to - or performs services for - an Other Party.

2.2 Deviations from these General Terms and Conditions are only valid if expressly agreed in writing.

2.3 Applicability of any purchase or other terms and conditions of the Other Party are expressly rejected.

2.4 If any provision of these General Terms and Conditions is null and void or annulled, the remaining provisions of these General Terms and Conditions will remain in full force and JH Sports BV and the Other Party will consult in order to agree on new provisions to replace the null and void or annulled provisions, taking into account as much as possible the purpose and meaning of the null and void or annulled provisions.

Article 3: Conclusion of agreement

3.1 All offers are without obligation, unless the offer expressly indicates otherwise in writing. Upon acceptance of an offer, the Agreement is deemed to have been concluded in accordance with the offer, unless JH Sports BV informs JH Sports BV immediately after acceptance that it revokes the offer. JH Sports BV is not bound by printing or writing errors that occur in an offer it makes, even if this offer has been accepted by the Other Party.

3.2 All images, catalogs, drawings, designs, measurements, weights and any samples included in the offer are not binding for JH Sports BV, but only have an indicative meaning. The aforementioned documents remain the property of JH Sports BV; the Other Party will ensure that they are not given or copied to third parties.

3.3 If a response to an offer that is intended for acceptance differs only in minor points, this response shall be deemed to be acceptance and the Agreement shall be established in accordance with this acceptance, unless JH Sports BV objects to the differences within two weeks.

3.4 With respect to a Counterparty, the written offer from JH Sports BV, or if the written offer is not made, a written order confirmation from JH Sports BV, serves as full proof of the content of the Agreement, subject to evidence to the contrary to be provided by a Counterparty.

3.5 Verbal promises by and agreements made by others than those authorized by virtue of registration in the Trade Register are not binding for JH Sports BV until they have been confirmed in writing by the JH Sports BV management.

3.6 Orders from the Other Party are deemed irrevocable as long as they have not been refused by JH Sports BV in writing. JH Sports BV is only bound after written acceptance, or by commencement of the execution of the agreement.

Article 4: Prices

4.1 All prices stated by JH Sports BV are inclusive of (VAT) and other taxes and levies imposed by the government, unless otherwise stated.

4.2 JH Sports BV is entitled to adjust the agreed prices and rates without written notification to the Other Party if a change in costs or circumstances gives reason to do so in the opinion of JH Sports BV.

Article 5: Payment

5.1 All invoices shall be paid by the Other Party in accordance with the payment conditions stated on the invoice. In the absence of specific conditions, the Other Party shall pay by return. Payment by offsetting is expressly excluded.

5.2 If the agreed term of payment is exceeded, or if the Other Party applies for a moratorium, his/her assets are seized, he/she is declared bankrupt, or his/her company is (partially) liquidated or transferred, the Other Party will be in default without further notice. During the period of default the Other Party shall owe JH Sports BV interest of 1% per month on the outstanding amount, with a maximum of 10% per year. In calculating the interest due, each part of a month will be counted as a full month.

5.3 If the Other Party fails to settle the claim, the claim can be passed on to a third party, in which case the Other Party will be obliged to pay the extrajudicial and judicial costs in full, including all costs calculated by external experts, in addition to the costs established in court, as well as all costs relating to the collection of this claim or the exercise of rights otherwise, the amount of which is set at a minimum of 15% of the total amount, with a minimum of € 50.00.

5.4 Payments made by the Other Party will always serve firstly to settle all interest and costs due, secondly to settle due and payable invoices that have been outstanding the longest, even if the Other Party states that payment relates to a later invoice. All this except insofar as JH Sports BV expressly deviates from this.

Article 6: Security

6.1 JH Sports BV reserves the right, if in the opinion of JH Sports BV the financial position or payment behavior of the Other Party gives cause to do so, to demand full or partial payment in advance and/or the provision of security from the Other Party, failing which JH Sports BV shall be entitled to suspend fulfilment of its obligations.

Article 7: Term of delivery

7.1 The delivery times given by JH Sports BV are approximate only. If the stated delivery period expires without (partial) delivery having taken place, JH Sports BV will not be in default until it has been declared in default by means of a written reminder, in which it has been given a reasonable period for fulfilment and fulfilment has not taken place within this period as a result of circumstances attributable to JH Sports BV.

7.2 JH Sports BV is allowed to deliver sold goods in parts. JH Sports BV is authorized to invoice each part separately. This does not apply if a partial delivery has no independent value.

7.3 As long as the Other Party fails to fulfill an agreed obligation, JH Sports BV has the right to suspend any agreed delivery term, as referred to in Article 6:52 of the Dutch Civil Code. JH Sports BV also has this power of suspension if the Other Party has exceeded one or more payment terms of previous agreements.

7.4 If a delivery period is guaranteed by JH Sports BV, this delivery period will be extended by the time that delivery cannot take place as a result of force majeure, interim changes to the Agreement, and/or the non-availability of information required for the delivery of the 
Agreement by the Other Party and/or third parties, without prejudice to the parties' right to terminate the Agreement pursuant to Article 16.

Article 8: Changes in the goods to be delivered

8.1 JH Sports BV is authorized to deliver items that differ from the items described in the agreement in terms of color, price, quality and quantity. If JH Sports BV uses this option and delivers an item that differs substantially from the agreed item, the Other Party is authorized to dissolve the agreement. The Other Party has this authority for 8 days after it discovers or could reasonably have discovered the deviation.

Article 9: Place of delivery

9.1 Unless otherwise agreed, delivery of goods takes place ex warehouse or supplier. 
JH Sports BV has fulfilled its obligation to deliver when it has made the goods available to the Other Party at its premises.

9.2 The Other Party is obliged to take delivery of the purchased goods at the moment they are made available to it in accordance with the agreement.

Article 10: Retention of title

10.1 All items delivered to the Other Party remain the property of JH Sports BV until all amounts owed by the Other Party for the items delivered or to be delivered under the agreement, including interest and costs of collection, have been paid in full to JH Sports BV.

Article 11: Risk

11.1 After shipment, goods are at the risk of the Other Party, even if ownership has not yet been transferred. The Other Party therefore remains liable for the purchase price, regardless of the destruction or deterioration of the item.

11.2 If delivery of the item is prevented because the Other Party does not provide the necessary cooperation or because another obstacle arises on its part, the risk will pass at the time at which the item would have been delivered if the necessary cooperation had been provided or if no obstacle had arisen on the part of the Other Party.

Article 12: Complaints

12.1 A complaint regarding the goods delivered by JH Sports BV or the invoices charged to the Other Party by JH Sports BV must be made known to JH Sports BV in writing within 8 days of the date of delivery of the goods or the date of the invoices charged, on pain of all claims lapsing.

12.2 A complaint does not suspend the payment obligation of the Other Party, except insofar as JH Sports BV has informed the Other Party in writing that it considers the complaint justified.

12.3 In the event of a justified complaint JH Sports BV has the choice between: 
a. adjusting the invoice charged
b. to repair what has been delivered free of charge 
c. replace the goods delivered and take back the replaced goods.

12.4 Legal claims and defenses based on facts that would justify the proposition that the delivered goods do not comply with the agreement expire 1 (one) year after the notification made in accordance with this article.

Article 13: Creditor default of the Other Party

13.1 The Other Party shall be in creditor default in the following cases:
a. when it provides JH Sports BV with incorrect or insufficient information for delivery of the item;
b. when fulfilment of the commitment of JH Sports BV is hindered because the Other Party does not provide the necessary cooperation or because another obstacle arises on its part.

13.2 Without prejudice to the consequences enumerated in the law for a creditor's default, JH Sports BV has the right to dissolve the agreement by extrajudicial declaration, (also) in the event of a creditor's default on the part of the Other Party. The Other Party shall then owe compensation for the fact that dissolution took place instead of execution of the agreement. The compensation is set at seventy percent (70%) of the price that the Other Party would have owed if no dissolution had taken place.

13.3 The extra costs incurred as a result of the Other Party's default, including in any case storage costs, shall be borne by the Other Party.

Article 14: Liability

14.1 The liability of JH Sports BV due to any attributable failure in fulfilling the Agreement is limited to direct damage suffered by the Other Party as a result of that attributable failure in the amount of the value of the goods to be delivered or delivered, however, to a maximum of €5,000.00.

14.2 JH Sports BV is not liable for any indirect damage suffered by the Other Party as a result of any attributable failure on the part of JH Sports BV, including consequential damage, loss of profit, lost savings and damage due to business stagnation.

Article 15: Manufacturer's warranty

15.1 If a manufacturer, whether or not through JH Sports BV, provides a warranty for goods delivered by the manufacturer, only the manufacturer's warranty provisions apply with respect to JH Sports BV's liability for the quality of the goods delivered.

15.2 Should the manufacturer, for whatever reason, legally or de facto, provide no warranty, no warranty will be provided by JH Sports BV either.

15.3 JH Sports BV will make every effort to ensure that the manufacturer fulfils its obligations under the guarantee it provides.

15.4 The other party cannot assert any rights from any guarantee as long as it has not fulfilled all its obligations, both financial and otherwise, arising from the agreement concluded with JH Sports BV.

Article 16: Force majeure

16.1 JH Sports BV is not obliged to fulfill any obligation if prevented from doing so due to force majeure. Force majeure includes non-attributable failure on the part of JH Sports BV.

16.2 When the force majeure situation has lasted longer than ninety days, both JH Sports BV and the Other Party have the right to terminate the Agreement by written dissolution, without the Other Party being entitled to any damages at the expense of JH Sports BV.

16.3 If JH Sports BV has already partially fulfilled its obligations or can partially fulfil its obligations, JH Sports BV is entitled to invoice the part already delivered or the deliverable part separately and the Other Party is obliged to pay this invoice.

Article 17: Termination of the Agreement

17.1 The JH Sports BV and the Other Party are only authorized to dissolve the Agreement if the other party, after a proper and as detailed as possible written notice of default in which a reasonable period is given to remedy the breach, imputably fails to fulfill essential obligations under the Agreement. Amounts that JH Sports BV has invoiced before the dissolution in connection with what it has already performed or delivered in performance of the Agreement shall, with due observance of the provisions in the previous sentence, continue to be owed in full and shall become immediately payable at the time of dissolution.

17.2 In uitzondering op het bepaalde in artikel 17.1 kan JH Sports BV de Overeenkomst zonder ingebrekestelling en zonder rechterlijke tussenkomst door schriftelijke kennisgeving met onmiddellijke ingang geheel of gedeeltelijk beëindigen indien de Wederpartij ? al dan niet voorlopig ? surséance van betaling wordt verleend, indien ten aanzien van de Wederpartij faillissement wordt aangevraagd of indien zijn onderneming wordt geliquideerd of beëindigd anders dan ten behoeve van reconstructie of samenvoeging van ondernemingen, alsmede indien de zeggenschap binnen de onderneming zoals die door de Wederpartij wordt gedreven een - ter beoordeling van JH Sports BV - belangrijke wijziging ondergaat. JH Sports BV zal wegens deze beëindiging nimmer tot enige schadevergoeding zijn gehouden.

Article 18: Applicable law and disputes

18.1 The Agreements between the Other Party and JH Sports BV are governed by Dutch law.

18.2 Any disputes that may arise between JH Sports BV and the Other Party as a result of an Agreement concluded by JH Sports BV with the Other Party or as a result of further agreements that may be the result thereof shall be settled by the competent court in the district where JH Sports BV is located.

Article 19: Amendments to the General Terms and Conditions

19.1 JH Sports BV is authorized to make amendments to these General Terms and Conditions. These amendments take effect at the announced time of entry into force.

19.2 JH Sports BV will send the amended terms and conditions to the Other Party in a timely manner. If no time of entry into force has been communicated, amendments will take effect vis-à-vis the Other Party as soon as it has been informed of the amendments.

Date: 01-11-2016

Location: Diepenheim