Moviparts General Conditions of Sale
Article 1. General Stipulations
1. These General Conditions apply to all offers and agreements as well as all transactions flowing from these between Moviparts BV (hereinafter "Moviparts") and yourself (hereinafter "the Client").
2. These Conditions shall also apply where Moviparts purchase or receive products or services from third parties and supply these to the Client.
3. The application of the Client's terms and conditions is expressly excluded.
4. Where any stipulation of these Conditions is invalid or is declared invalid, then the remaining stipulations shall continue to apply unabated. The Client is required to agree to new stipulations. These will so far as possible match the former invalid or invalidated stipulations.
5. Where the stipulations of these General Conditions are in conflict with the stipulations of an agreement, then the stipulations of the agreement shall prevail.
Article 2. Coming into effect of agreement
1. All offers made by Moviparts are without obligation and apply for 30 days, unless otherwise stated in the offer. The offer is based on the information provided by the Client. If this information is found to be incorrect Moviparts may modify the offer and the costs will be borne by the Client.
2. All dimensions, weights, illustrations, drawings, technical and/or chemical specifications, types, quantities, composition and qualities included in the offer are approximate only.
3. The agreement will come into effect when the Client places an order on the website, or when the Client agrees in writing or by telephone with an offer from Moviparts or when a start is actually made on the delivery by Moviparts.
4. Where a change to the agreement results in increased costs, these may be passed on to the Client by Moviparts.
5. The Client may not derive any entitlements from any earlier offer or advertising materials produced by Moviparts.
Article 3. Arrangements for deliveries
1. Moviparts will provide every deliverable as agreed in writing. Moviparts may engage third parties for this purpose.
2. The agreed delivery date is not a final deadline. The delivery period will commence at the time when the agreement comes into effect, provided all the required information has been received and any security for payment has been issued.
3. Risk in the products will pass from Moviparts to the Client at the moment when the products are actually in the possession of the Client or those assisting the Client.
4. The products will be delivered to the address indicated by the Client. The Client must ensure that the storage locations where Moviparts are to deliver the products are accessible without hindrance and without risk.
5. The Client must take receipt of the products at the time of delivery. Where the Client refuses to take receipt or has provided insufficient information as required for the delivery, then the products will be stored by Moviparts at the Client's risk. The Client will bear the additional costs, including in any event the storage costs.
6. Delivery of the products will take place as soon as possible after the order date. Moviparts may deliver an order consisting of several items in two or more consignments.
7. The costs of delivery, including packaging, transport and transport insurance shall be borne by the Client. These costs are not included in the prices on the website but are stated separately in the quotation.
Article 4. What you can expect from us
1. Moviparts will carry out their activities with care, making the best use of their knowledge, experience and understanding. Moviparts will act as far as possible in the Client's interest.
2. Where a delivery schedule is included in the agreement, Moviparts will ensure that it is complied with as far as possible. However the dates concerned will not be regarded as final deadlines. Where the dates in the schedule are not met the Client must provide Moviparts with a reasonable period of at least 14 days to comply.
3. Moviparts will treat all the Client's data as confidential, to the extent that Moviparts ought to be aware that confidential data is involved.
Article 5. Obligations on the Client
1. The Client must supply Moviparts in good time with all data which Moviparts may require to carry out their activities correctly. The Client is responsible for the accuracy of this information.
2. Where delays attributable to the Client arise in the implementation of the agreement, all resulting costs and damages shall be at the expense and risk of the Client.
3. The Client is required to inspect and check delivered products immediately on receipt. Any complaints, defects or breakages must be reported immediately in writing to Moviparts (within two days). In the absence of such a report the products in question shall be deemed to have been delivered without damage, defects or breakages, and it will be assumed that Moviparts have made the delivery in accordance with the agreement.
4. Complaints relating to defects and/or breakages must be reported to Moviparts in writing immediately upon detection (within two days), so that Moviparts are in a position to investigate the complaint and to carry out any necessary repairs.
5. The submission of a complaint does not suspend the Client's payment obligations.
6. The Client must handle the product and the packaging carefully during the inspection, and it must be used and inspected only as the Client would do this in the store. Where the value of the product is reduced due to the Client's way of handling it, this loss of value must be reimbursed to Moviparts.
7. The return of products under the conditions of the guarantee must be carried out within 6 months of delivery for non-OEM products and within 12 months of delivery for OEM products. The Client must notify Moviparts of the return of a product using an RMA application form via the website, and return the product(s) to Moviparts as quickly as possible. The original and undamaged packaging must be used. Opened or damaged packages will be rejected.
8. Where the Client sends back returns on a monthly basis using the method indicated by Moviparts, the costs of such returns will be borne by Moviparts. If the Client wishes to use a different method they will bear the cost.
9. Once the returned product(s) are received by Moviparts they will reimburse the Client using the original payment method.
10. The following products are not covered by the rules for returns set out above:
- Products manufactured by Moviparts in accordance with the purchaser's specifications;|
- Products which because of their nature cannot be returned;
- Products which may deteriorate or age rapidly;
- Products whose price is tied to fluctuations in the financial market over which Moviparts have no control;
- Products no longer in the original packaging or with obviously damaged packaging.
11. Moviparts may immediately suspend the implementation of the agreement or dissolve it in whole or in part without advance notice to the Client, where:
- The Client fails to meet his obligations under the agreement, or fails to meet such obligations in good time;
- Where the Client's business is bankrupt, liquidated or placed in receivership, where cessation of payments or provisional cessation of payments is granted, where an arrangement is made under the Debt Management Natural Persons Act or where the Client's business is taken over, in whole or in part.
Moviparts will not then be required to pay any compensation for damages to the Client, and Moviparts shall additionally be entitled to claim compensation for damages and/or payment.
12. In all the above cases all claims by Moviparts shall be payable immediately, and the Client shall be required to return the delivered products immediately.
Article 6. Costs of Moviparts products
1. The costs payable by the Client are set out in the agreement in euros.
2. All costs exclude BTW. Other levies imposed by government agencies, transport and delivery costs, travel and accommodation expenses abroad and the use of special installations are not included.
3. Moviparts shall be entitled to modify prices in line with pricing developments during the contract period. This shall be taken to include inter alia: changes to taxation, levies, wages, social security charges, exchange rates, energy prices or other factors which entail increased costs for Moviparts. Price changes will come into effect within one month of their announcement. In the event that the Client does not agree to the changes in costs the Client may cancel the agreement with Moviparts in writing within eight days of the announcement of the changes, effective on the date of introduction of the change.
4. Where the Client has not yet fulfilled all payment and other obligations arising out of the agreement, Moviparts may defer fulfilment of their obligations until such time as all the Client's payment and other obligations have been met.
5. The Client understands that the level of costs associated with the agreement may be affected if the parties decide to change the approach, the working methods and/or the scope of operations, regardless of which party has taken the initiative in this. Costs of additional activities or products will be discussed verbally and charged to you separately.
Article 7. Payment methods
1. Three payment methods are available:
- Payment in advance through the website: when ordering products via the website payment can be made immediately upon placement of the order.
- Payment in arrears through the website, via Billink: Billink's User Conditions will apply in addition to the present Conditions if you opt to pay in arrears via Billink.
- Payment in arrears via invoice: if you place an order following a written offer, Moviparts will immediately send you an invoice, which must be paid within 14 days of invoice date.
2. Where Moviparts make partial deliveries, each part delivery may be invoiced separately.
3. Professional Clients who fail to pay within the agreed period will be placed immediately in default, and interest will be payable following the due date of the invoice. This interest will be equivalent to the legislatively determined commercial interest The Client will then also be required to pay all judicial and extrajudicial costs of collection. These costs will in each case amount to 15% of the principal, with a minimum of €150.00.
4. Moviparts shall be entitled to demand surety for the fulfilment of your payment obligations. Moviparts shall also be entitled to amend their Conditions for Payment where in their opinion this is justified by the Client's financial position or payment record.
5. When payment is made by credit card the credit card details will be checked before payment is made. Products will only be sent to the credit card holder's address as indicated by the Client.
6. Any objections to the payment of an invoice must be submitted to Moviparts in writing within 14 days of invoice date. If you fail to do so the invoiced amount will be deemed to have been accepted. Objections to the invoice shall not suspend the obligation to make payment.
Article 8. Termination of the agreement.
1. In the event that the Client cancels the agreement they must reimburse Moviparts for the costs incurred or yet to be incurred by them as well as for any damages suffered by them, up to a reasonable amount, without prejudice to Moviparts' entitlement to claim further compensation for damages where the damages exceed that reasonable amount. The "reasonable amount" will be calculated on the basis of the following sliding scale:
a. In the event of cancellation up to 8 days before the start of the work: 3% of the offer price;
b. In the event of cancellation more than 1 day but less than 8 days before the start of the work: 5% of the offer price;
c. In the event of cancellation 1 day or less before the start of the work: 10% of the offer price.
2. Moviparts may immediately suspend the implementation of the agreement or dissolve it in whole or in part without advance notice to the Client, where:
a. The Client fails to meet his obligations under the agreement, or fails to meet such obligations in good time, and/or the Client refuses to provide surety for payments;
b. The Client's business is bankrupt, liquidated or placed in receivership, or cessation of payments or provisional cessation of payments is granted, or an arrangement is made under the Debt Management Natural Persons Act or where the Client's business is taken over, in whole or in part, or in the event of the death of the Client.
Moviparts will not then be required to pay any compensation for damages to the Client, and Moviparts shall additionally be entitled to claim compensation for damages and/or payment. Where any of these circumstances arises the Client will be placed immediately in default.
3. Moviparts shall be entitled to continue to fulfil the agreement.
Article 9. Use of the website.
1. All prices and tariffs specified on the Moviparts website or in mails from Moviparts exclude BTW and are subject to price changes and errors in programming or typographical errors.
2. The appearance of the delivered products will not necessarily match the product illustrations. Changes to the appearance and the packaging of products may in particular occur following updating of the Client's range. No complaints about identified defects may be submitted where these relate to product changes as described above.
Article 10. Force majeure.
1. Force majeure means that the circumstances are such that Moviparts are unable to deliver their products correctly, in good time or at all, without fault on the part of Moviparts. Where a condition of force majeure obtains this shall not be deemed to be a culpable shortcoming on the part of Moviparts.
2. Force majeure may for example involve: fire, theft, vandalism, riot, strikes, sit-ins, operational disturbance, war, storms, situations where the work is inaccessible, changes to legislation or shortcomings in compliance on the part of one of Moviparts' suppliers.
3. In the event of force majeure Moviparts may suspend Implementation of the agreement or dissolve the agreement in whole or in part, without any requirement to pay compensation for damages.
4. Where the condition of force majeure continues for longer than 60 consecutive days, the Client may dissolve the agreement in writing. Moviparts shall in such circumstances not be required to pay any compensation for damages to the Client.
Article 11. Retention of property
1. All products delivered by Moviparts shall remain the property of Moviparts until such time as the full amount has been paid.
2. Products delivered under retention of property may not be pledged or encumbered in any other way.
3. In the event that a third party seizes products delivered under retention of property or seeks to establish entitlement to such products, the Client must notify Moviparts of this as soon as possible.
4. Where possible, the Client is required to insure items supplied under retention of property and to keep these insured against fire, theft, explosion and water damage. Moviparts may inspect the insurance policy on request.
Article 12. Confidential information and personal information
1. The parties are required to maintain confidentiality in respect of all confidential information which they have received about the other party's business. This also applies to the Client's employees and any third parties engaged by them.
2. Information shall be deemed to be confidential where it is identified as such by one of the Parties.
3. The parties are required to maintain confidentiality in respect of all confidential information which they have received about the other party's business. This also applies to any third parties engaged.
4. Information shall be deemed to be confidential where it is identified as such by one of the Parties.
5. As a Data Controller in the sense imported by the General Data Protection Regulations (GDPR), Moviparts are responsible for the protection of personal information whose use by Moviparts is necessary for the correct implementation of the agreement.
6. Where Moviparts process personal information from the Client this will be done with the utmost propriety and care, and in compliance with the GDPR.
7. Moviparts will use the personal information only to the extent that this is necessary to serve the Client. The personal information will not be retained for longer than is permitted by law or longer than is necessary for the implementation of the agreement.
8. Moviparts will take technical and organisational measures in order to ensure a suitable level of security in relation to personal information, taking account of the technical state of the art and the nature of the processing.
Article 13. Intellectual property rights
1. Work produced by Moviparts may not be published or reproduced without the written permission of Moviparts. Moviparts hold copyright on all works created by them or on their behalf.
2. The Client will retain ownership of all documents provided to Moviparts for inspection.
3. All intellectual property rights, including but not limited to copyright, brand rights and database rights on the information, texts, illustrations, logos, images and photographs on the website, and on the layout and design of the internet site are held by Moviparts and/or their licensers. These rights must not be infringed, which shall be taken to include the making of copies of the website other than technical copies required for use of the internet site.
Article 14. Guarantee
1. Moviparts guarantee the proper implementation of the agreed performance for the following periods, following supply/handover of the agreed deliverables:
- OEM products: 24 months;
- Non-OEM products: 6 months.
The brands falling into the above categories can be identified via the Moviparts website.
2. Where Moviparts acknowledge that they have fallen short in delivering a product, Moviparts shall be entitled to replace the product in question or to deliver the missing elements, within a reasonable period of the Client's notification of the defect to Moviparts. Where Moviparts deliver correctly within that period the agreement will be deemed to have been complied with and the Client will not be entitled to compensation for damages.
3. Additional guarantees can be arranged with Moviparts if desired. These are detailed in the written guarantee declaration.
4. The guarantee shall not apply in cases of force majeure.
5. A guarantee will be provided only where all financial and other obligations have been met. Every claim under the guarantee will lapse when the products delivered by Moviparts have been handled and/or processed inexpertly by the Client and/or if the instructions provided by Moviparts have not been followed. No guarantee will apply in the case of normal wear.
Article 15. Allocation of responsibilities
1. Moviparts will provide their services to the best of their knowledge and ability. Moviparts cannot however guarantee that a desired outcome will be achieved at a specific time.
2. Moviparts may not be held liable for damages, even where such damages are connected directly or indirectly with delays or cancellations. Moviparts shall be liable only where the damage is attributable to conscious action or recklessness.
3. Where Moviparts are liable their liability shall be limited to the amount paid out by Moviparts' commercial liability insurance for each event in connection with such damages. Where the maximum insured amount exceeds the amount of the order, then Moviparts shall be liable only to the amount of the order connected with the products delivered.
4. Damages such as damage to business and/or stagnation damages, consequential damages, loss of revenue and/or profits, loss of products or loss of value of products are excluded from compensation.
5. Where a third party claims compensation for damages from the Client, such claims may not be transferred to Moviparts.
6. The information on the Moviparts website is compiled and updated with continuing care and attention. It is not always to avoid all errors however. No entitlements whatsoever may therefore be derived from the information presented on the website. Moviparts will accept no responsibility for damages of any kind resulting from the use of the website or from the incompleteness and/or inaccuracy of the information provided, and/or damages resulting from the temporary or permanent non-availability of the website.
7. Moviparts shall bear no responsibility for photographs, descriptions or other instructional materials issued by third parties and appearing on the website.
8. All liability on the part of Moviparts shall lapse if no claim is made by the Client in relation to the shortcoming within one year of the delivery of the product and if the Client has not notified Moviparts in writing of the alleged shortcoming within one month of its discovery.
Article 16. Amendments to these General Conditions
1. Moviparts may amend the General Conditions at any time, without notice.
2. Moviparts may announce any amendments to these General Conditions by publishing these on the website or in some other way. It is therefore recommended that Clients check the website from time to time. Amendments shall also apply to agreements already made.
Article 17. Complaints and disputes
1. In the case of any dissatisfaction with our service provision we would be grateful if you could let us know first so that we can take appropriate steps to investigate your complaint. In order to ensure that the complaint can be properly investigated it must be submitted to Moviparts within two months of the Client's discovery of the alleged problem.
2. Where any dispute arises the matter must be brought before the Competent Court at Oost-Brabant. The option of bringing a dispute before the Court will lapse after one year following the arising of the grounds for the complaint.
Article 18. Applicable Law
The law of the Netherlands shall apply to these General Conditions to all agreements and to all actions arising from these.