Terms & Conditions

Article 1. Definitions

DutchFellas: DutchFellas B.V., the user of these terms and conditions of delivery.

Buyer: the natural or legal person, acting in the course of a profession or business, with whom DutchFellas has entered into or intends to enter into an agreement.

Agreement: any agreement concluded between the Buyer and DutchFellas under which DutchFellas undertakes to deliver products to the Buyer.

Products: all goods to be delivered by or on behalf of DutchFellas under the Agreement, including electric bicycles, parts thereof and accessories.

In writing: both traditional written communication and communication by email.

Article 2. General provisions

These terms and conditions of delivery apply to every offer made by DutchFellas and to every agreement concluded between the Buyer and DutchFellas.

These terms and conditions also apply to agreements in the performance of which third parties are engaged by DutchFellas.

The applicability of any purchasing or other conditions used by the Buyer is expressly rejected.

Deviations from these terms and conditions are only valid if expressly agreed upon in writing by the parties.

DutchFellas is at all times entitled to have the Agreement performed in whole or in part by third parties, without prejudice to its obligation to properly perform the Agreement.

The invalidity or nullity of one or more provisions of these terms and conditions shall not affect the validity of the remaining provisions. In such a case, the parties shall consult with each other in order to agree on a replacement provision, taking into account as much as possible the purpose and intent of the original provision.

Article 3. Offers and formation of the agreement

All offers made by DutchFellas are non binding. DutchFellas is never obliged to accept an order or assignment.

Obvious mistakes or errors in an offer do not bind DutchFellas.

No rights may be derived from an offer that is based on incorrect or incomplete information provided by the Buyer.

An offer does not automatically apply to follow up agreements.

Samples and models shown or provided in brochures, on websites or in promotional material are displayed as accurately as possible, but serve only as an indication. No rights may be derived therefrom.

The Agreement is formed by offer and acceptance. If the Buyer’s acceptance deviates from the offer made by DutchFellas, the Agreement shall not be formed in accordance with such deviating acceptance, unless DutchFellas expressly indicates otherwise. Oral agreements are only binding upon DutchFellas after written confirmation of the order or assignment.

A composite quotation does not oblige DutchFellas to perform part of the offer for a corresponding portion of the stated price.

Article 4. Time limits

DutchFellas shall make every effort to meet agreed execution and delivery periods. However, all periods stated by DutchFellas are indicative and not strict deadlines. The Buyer may only invoke statutory rights after DutchFellas has been put in default in writing and has been granted a reasonable period to still perform, and such performance has failed to occur after that period.

If DutchFellas depends on information to be provided by the Buyer for the performance of the Agreement, delivery periods shall not commence until DutchFellas has received such information.

Article 5. Work related to products manufactured according to Buyer’s specifications

This article applies to orders under which DutchFellas has committed to manufacturing products according to the Buyer’s specifications, such as applying labels to bicycles to be delivered.

DutchFellas is entitled to engage third parties for the performance of the work referred to in this article. Article 7:404 of the Dutch Civil Code does not apply.

DutchFellas undertakes to perform or have performed the agreed work to the best of its knowledge and ability, but is dependent on the specifications or materials provided by or on behalf of the Buyer. Minor deviations between what was agreed and what is delivered may occur and must be accepted by the Buyer without entitlement to compensation.

The Buyer guarantees that all items and information relevant to the execution of the Agreement are provided to DutchFellas in a timely manner, and guarantees the correctness and suitability of such items.

If the Agreement is performed based on incorrect or incomplete information or materials supplied by the Buyer, the Buyer remains liable for the full agreed price and this shall not constitute a breach by DutchFellas.

If during execution it appears necessary to amend or supplement the Agreement, the parties shall consult in a timely manner. Changes may affect price and execution time. DutchFellas shall provide a price indication in advance where possible.

Additional costs resulting from changes requested by the Buyer shall be borne by the Buyer.

Amendments may change the original execution and delivery periods. DutchFellas is entitled to suspend execution until the Buyer agrees to the amended terms.

Cost increases attributable to incorrect information provided by the Buyer shall be borne by the Buyer.

DutchFellas may refuse a request for amendment if performance cannot reasonably be required.

Agreements relating to additional work shall be agreed upon in consultation and recorded in writing at the request of DutchFellas.

Agreements relating to work as referred to in this article cannot be terminated after formation. If the Buyer terminates prematurely, DutchFellas is entitled to claim the full agreed price.

Article 6. Delivery

If delivery is agreed, DutchFellas determines the method of shipment and packaging unless otherwise agreed.

Products shall be delivered to the address specified by the Buyer, failing which the invoice address shall apply.

The Buyer is obliged to accept delivery. If the Buyer refuses or fails to provide necessary information, storage shall be at the Buyer’s risk and expense.

Risk of loss or damage transfers to the Buyer upon delivery to the Buyer or a designated third party.

DutchFellas is permitted to deliver orders in parts and invoice each part separately.

Article 7. Packaging pallets

Packaging pallets remain the property of DutchFellas.

DutchFellas may charge the Buyer for the use of packaging pallets.

Article 8. Resale, recommended retail price and presentation

Products intended for resale may not be offered below the prices communicated by DutchFellas.

Failure to comply entitles DutchFellas to refuse future orders.

The Buyer resells in its own name and at its own risk and expense and may not represent DutchFellas.

Products may only be resold in original packaging.

Brands and products must be presented prominently and consistently in line with brand identity.

DutchFellas may require prior approval of presentations not originating from DutchFellas.

Article 9. Complaints

Upon delivery of the Products, the Buyer is obliged to immediately verify whether the nature and quantity of the Products comply with the Agreement.

If, in the opinion of the Buyer, the delivered Products do not comply with the Agreement, the Buyer must notify DutchFellas thereof without delay.

Complaints regarding non visible defects must be submitted to DutchFellas in writing within two days after the Buyer became aware of such defects or could reasonably have been expected to become aware of them.

If the Buyer fails to notify DutchFellas as referred to in paragraph 2, or fails to lodge a complaint within the period referred to in paragraph 3, no obligation shall arise for DutchFellas from such complaint.

The Buyer must give DutchFellas the opportunity to investigate a complaint submitted by the Buyer and must assist DutchFellas by providing all relevant information required for such investigation.

Complaints relating to discoloration or minor mutual color differences shall not be considered. This also applies to complaints regarding Products that have changed in nature or composition after receipt by the Buyer or third parties, or that have been wholly or partly processed or modified.

Returned Products shall only be accepted by DutchFellas after its prior written consent. Unless expressly agreed otherwise, the costs of returning the Products shall be borne by the Buyer. If the complaint is subsequently found to be justified, these costs shall be eligible for reimbursement.

Unless the delivered Products fail to comply with the Agreement due to a shortcoming attributable to DutchFellas and the Buyer has lodged a timely complaint, DutchFellas is entitled to charge all costs related to the return shipment to the Buyer, including administrative and storage costs.

Complaints shall never suspend the Buyer’s payment obligation.

Article 10. Force majeure

DutchFellas is not obliged to fulfill any obligation under the Agreement if it is prevented from doing so by a circumstance which cannot be attributed to it by law, legal act, or generally accepted standards of reasonableness and fairness.

If the force majeure situation lasts longer than three months, or if it is foreseeable that it will last longer than three months, the parties are entitled to terminate the Agreement with immediate effect.

If, at the time the force majeure situation arises, DutchFellas has already partially fulfilled its obligations or can partially fulfill them, DutchFellas is entitled to invoice the part already performed or capable of being performed separately, as if it were an independent agreement.

Damage resulting from force majeure shall never be eligible for compensation.

Article 11. Suspension and termination

DutchFellas is entitled, if the circumstances so justify, to suspend the performance of the Agreement or to terminate the Agreement with immediate effect if the Buyer fails to fulfill its obligations under the Agreement or these terms and conditions, fails to do so in a timely manner or in full, or if circumstances becoming known to DutchFellas after the conclusion of the Agreement give good reason to fear that the Buyer will not fulfill its obligations.

If the Buyer is declared bankrupt, applies for a suspension of payments, has any attachment levied on its assets, or is otherwise unable to freely dispose of its assets, DutchFellas is entitled to terminate the Agreement with immediate effect, unless the Buyer has already provided sufficient security for payment.

DutchFellas is also entitled to terminate the Agreement if circumstances arise that are of such a nature that performance of the Agreement is impossible or that unaltered continuation of the Agreement cannot reasonably be required from DutchFellas.

The Buyer shall never be entitled to any form of compensation in connection with the suspension or termination exercised by DutchFellas pursuant to this article.

Insofar as this can be attributed to the Buyer, the Buyer is obliged to compensate the damage suffered by DutchFellas as a result of the suspension or termination of the Agreement.

If DutchFellas terminates the Agreement pursuant to this article, all claims against the Buyer shall become immediately due and payable.

Article 12. Warranty

The provisions of this article do not affect any warranty provisions expressly agreed upon in writing.

A warranty period of two years applies to delivered bicycles with respect to the frame and front fork. For electric bicycles, a warranty period of one year applies to electronic components, excluding lighting. No warranty applies to wear and tear parts such as tires and brake discs, or to items other than those mentioned in the preceding sentences.

The warranty period commences at the moment the product intended for resale is made available to the Buyer’s customer. The date stated on the purchase receipt provided by the Buyer to its customer shall determine the commencement of the warranty period.

The warranty shall lapse if a defect in the Product results from an external cause and cannot be attributed to DutchFellas, including but not limited to defects caused by rust, damage, improper or careless use, insufficient or improper maintenance, or modifications to the Products, including repairs carried out without the consent of DutchFellas.

The warranty shall also lapse if the damage is caused by negligence on the part of the Buyer, for example if the Buyer has acted contrary to instructions, guidelines or advice provided by DutchFellas.

No warranty claim shall exist if the Buyer has failed to fulfill its payment obligations towards DutchFellas.

If investigation costs are incurred by DutchFellas to determine a defect for which warranty is excluded, such costs shall be borne by the Buyer. DutchFellas shall endeavor to notify the Buyer in advance, but failure to do so shall not affect the Buyer’s obligation to pay such costs.

In order to validly invoke the warranty, the Buyer must lodge a complaint with DutchFellas within two days after discovering the defect. If the complaint is found to be justified, DutchFellas shall, at its discretion, replace or repair the defective Products or parts thereof free of charge.

Article 13. Prices and payments

Unless expressly stated otherwise, all prices are exclusive of VAT, other government imposed levies and shipping costs. Shipping costs shall be borne by DutchFellas for invoice values of at least €1,500 excluding VAT. In all other cases, shipping costs shall be borne by the Buyer.

If VAT rates or other government imposed levies change after an offer is made or an Agreement is concluded, DutchFellas is entitled to adjust its prices accordingly.

DutchFellas is also entitled to pass on increases in cost determining factors that arise after the conclusion of the Agreement.

DutchFellas is at all times entitled to require partial or full advance payment of the agreed price.

In the event of advance payment, the Buyer shall not be entitled to any rights regarding the performance of the Agreement until such advance payment has been made.

In the event of liquidation, bankruptcy or suspension of payments of the Buyer, all claims against the Buyer shall become immediately due and payable.

For repeat orders, the Buyer must have paid all invoices relating to previous deliveries before such repeat orders will be processed by DutchFellas.

If payment by bank transfer has been agreed, payment must be made within fourteen days after the invoice date, in the manner prescribed by DutchFellas, unless otherwise agreed in writing with management.

If timely payment is not made, the Buyer shall be in default by operation of law. From the date of default, the Buyer shall owe statutory commercial interest on the outstanding amount until full payment has been made.

All reasonable costs incurred in collecting amounts owed by the Buyer shall be borne by the Buyer. Extrajudicial collection costs shall be calculated in accordance with the Dutch Collection Costs Act.

The Buyer is never entitled to set off claims of DutchFellas against any counterclaims it may have against DutchFellas.

Article 14. Liability and indemnification

Other than any expressly agreed warranty or the warranty referred to in Article 12, DutchFellas accepts no liability whatsoever. DutchFellas also accepts no liability for the cases referred to elsewhere in these terms and conditions.

Except in cases of intent or deliberate recklessness on the part of DutchFellas, DutchFellas shall not be liable for any damage resulting from the use of the Products delivered by it.

DutchFellas shall never be liable for damage resulting from reliance on incorrect or incomplete information provided by the Buyer.

DutchFellas shall not be liable for damage resulting from improper storage of the Products by the Buyer or third parties.

In particular, DutchFellas shall not be liable for damage caused by actions taken contrary to the instructions, regulations or guidelines provided by or on behalf of DutchFellas.

DutchFellas shall not be liable for damage for which the manufacturer of the Products is liable under product liability law as referred to in Section 6.3.3 of the Dutch Civil Code.

DutchFellas shall at all times have the right to remedy damage suffered by the Buyer. The Buyer must allow DutchFellas to do so, failing which all liability of DutchFellas shall lapse.

DutchFellas shall never be liable for consequential damage, including but not limited to lost profits, losses incurred and damage due to business interruption. If, despite the foregoing, liability of DutchFellas exists, only direct damage shall be eligible for compensation.

Direct damage is exclusively understood to mean reasonable costs incurred to determine the cause and extent of the damage, reasonable costs incurred to make DutchFellas’ defective performance comply with the Agreement, and reasonable costs incurred to prevent or limit damage, insofar as the Buyer demonstrates that such costs have resulted in a limitation of direct damage.

If, based on the circumstances of the case, further liability of DutchFellas exists, such liability shall be limited to a maximum of the invoice value of the Agreement, or at least to that part of the Agreement to which the liability relates.

Liability shall never exceed the amount paid out under any liability insurance taken out by DutchFellas in the relevant case.

Notwithstanding the provisions elsewhere in these terms and conditions, the limitation period for all claims and defenses against DutchFellas shall be six months, deviating from the statutory limitation period.

Except in cases of intent or deliberate recklessness on the part of DutchFellas, the Buyer shall indemnify DutchFellas against all third party claims relating to damage, costs or interest in connection with the use of the Products delivered by DutchFellas or the work performed by or on behalf of DutchFellas.

Article 15. Retention of title

All Products delivered by DutchFellas remain its property until the Buyer has fully complied with all obligations under the Agreement.

The Buyer must ensure that the Products delivered under retention of title are at all times covered by an appropriate business and contents insurance. Upon first request, the Buyer shall provide DutchFellas with access to the insurance policy and proof of premium payment.

Except insofar as permitted in the normal course of business, the Buyer is prohibited from selling, pledging or otherwise encumbering the Products subject to retention of title. If the Buyer acts as a reseller, it must stipulate a similar retention of title vis-à-vis its customers upon resale.

If third parties levy attachment on the Products subject to retention of title or wish to establish or assert rights thereto, the Buyer must inform DutchFellas thereof as soon as possible.

The Buyer grants unconditional permission to DutchFellas or third parties designated by DutchFellas to enter all locations where the Products subject to retention of title are located. In the event of default by the Buyer, DutchFellas is entitled to repossess the Products. All reasonable costs related thereto shall be borne by the Buyer.

Article 16. Final provisions

All Agreements and legal relationships arising therefrom are exclusively governed by Dutch law.

The parties shall first make every effort to resolve disputes amicably before submitting them to a court of law.

Exclusive jurisdiction is vested in the competent court within the district of the place of business of DutchFellas.

The Dutch text of these terms and conditions shall at all times be decisive for their interpretation.