Article 1. General
1. These terms and conditions apply to every offer, quotation and agreement between Delta Bikes Europe, hereinafter referred to as: “User”, and a Counterparty to which User has declared these terms and conditions applicable, insofar as the parties have not expressly deviated from these terms and conditions in writing.
2. These terms and conditions also apply to agreements with User, for the execution of which User must involve third parties.
3. These general terms and conditions are also written for the employees of the User and its management.
4. The applicability of any purchasing or other conditions of the Other Party is expressly rejected.
5. If one or more provisions in these general terms and conditions are at any time wholly or partially null and void or are annulled, the remaining provisions in these general terms and conditions shall remain fully applicable. User and the Other Party shall then enter into consultations in order to agree on new provisions to replace the null and void or annulled provisions, whereby the purpose and scope of the original provisions shall be taken into account as much as possible.
6. If there is any ambiguity regarding the interpretation of one or more provisions of these general terms and conditions, the interpretation must be made 'in the spirit' of these provisions.
7. If a situation arises between the parties that is not covered by these general terms and conditions, this situation must be assessed in the spirit of these general terms and conditions.
8. If User does not always require strict compliance with these terms and conditions, this does not mean that the provisions thereof do not apply, or that User would in any way lose the right to require strict compliance with the provisions of these terms and conditions in other cases.

Article 2 Quotations and offers
1 All quotations and offers from User are without obligation, unless a term for acceptance is stated in the quotation. A quotation or offer expires if the product to which the quotation or offer relates is no longer available in the meantime.
2 User cannot be held to its quotations or offers if the Other Party could reasonably understand that the quotations or offers, or a part thereof, contain an obvious error or mistake.
3 The prices stated in a quotation or offer include VAT and other government levies as well as any costs to be incurred under the agreement, including travel and accommodation, shipping and administration costs, unless stated otherwise.
4 If the acceptance (whether or not on minor points) deviates from the offer included in the quotation or offer, the User is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless the User indicates otherwise.
5 A composite quotation does not oblige User to perform a part of the assignment for a corresponding part of the stated price. Offers or quotations do not automatically apply to future orders.

Article 3 Contract duration; delivery times, execution and amendment of agreement; price increase
1. The agreement between User and the Other Party is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.
2. If a term has been agreed or specified for the completion of certain work or for the delivery of certain items, this is never a fatal term. If a term is exceeded, the Other Party must therefore give the User written notice of default. The User must be offered a reasonable term to still perform the agreement.
3. User has the right to have certain work performed by third parties.
4. User is entitled to execute the agreement in different phases and to invoice the part thus executed separately.
5. If the agreement is executed in phases, the User may suspend the execution of those parts that belong to a subsequent phase until the Other Party has approved the results of the preceding phase in writing.
6. If the User requires data from the Other Party for the performance of the agreement, the performance period will not commence until the Other Party has made this data available to the User correctly and completely.
7. If during the execution of the agreement it appears that it is necessary to change or supplement it for a proper execution thereof, the parties will adjust the agreement in a timely manner and in mutual consultation. If the nature, scope or content of the agreement, whether or not at the request or instruction of the Other Party, the competent authorities, etc., is changed and the agreement is thereby changed in qualitative and/or quantitative terms, this may have consequences for what was originally agreed. As a result, the originally agreed amount may be increased or decreased. The User will provide a price quote for this in advance as much as possible. The originally stated term of execution may be changed by a change to the agreement. The Other Party accepts the possibility of changing the agreement, including the change in price and term of execution.
8. If the agreement is amended, including a supplement, then User is entitled to first implement it after approval has been given by the authorized person within User and the Other Party has agreed to the price and other conditions specified for the implementation, including the time at which it will be implemented. Failure to implement the amended agreement or failure to implement it immediately does not constitute a breach of contract by User and is not grounds for the Other Party to terminate the agreement.
9. Without being in default, the User may refuse a request to amend the agreement if this could have consequences in terms of quality and/or quantity, for example for the work to be performed or the goods to be delivered in that context.
10. If the Counterparty fails to properly fulfil its obligations towards the User, the Counterparty shall be liable for all damage (including costs) suffered by the User as a result, directly or indirectly. 11. If the User agrees on a specific price when concluding the agreement, the User shall nevertheless be entitled to increase the price under the following circumstances, even if the price was not originally stated subject to reservation.
- if the price increase is the result of a change to the agreement;
- if the price increase results from a power vested in the User or an obligation imposed on the User under the law;
- in other cases, provided that the Counterparty who is not acting in the exercise of a profession or business is entitled to terminate the agreement by means of a written statement if the price increase amounts to more than 10% and takes place within three months after the conclusion of the agreement, unless the User is then still prepared to execute the agreement on the basis of the originally agreed upon, or if it has been agreed that delivery will take place more than three months after the purchase.

Article 4 Suspension, termination and interim cancellation of the agreement
1. User is authorized to suspend the fulfillment of the obligations or to terminate the agreement immediately and with direct effect, if:
- the Counterparty does not fulfil the obligations under the agreement, does not fulfil them in full or does not fulfil them on time;
- circumstances that have come to the User's attention after the conclusion of the agreement give good reason to fear that the Other Party will not fulfil its obligations;
- the Counterparty was requested to provide security for the fulfilment of its obligations under the agreement when concluding the agreement and this security is not provided or is insufficient;
- if, due to the delay on the part of the Other Party, the User can no longer be required to fulfil the agreement under the originally agreed conditions, the User is entitled to terminate the agreement.
- if circumstances arise which are of such a nature that compliance with the agreement is impossible or continued maintenance of the agreement unchanged cannot reasonably be expected of the User.
2. If the termination is attributable to the Other Party, User is entitled to compensation for the damage, including the costs, directly and indirectly incurred as a result. Down payments for specially ordered items can never be reclaimed.
3. If the agreement is terminated, the User's claims against the Other Party are immediately due and payable. If the User suspends the fulfillment of the obligations, he retains his claims under the law and the agreement.
4. If the User suspends or terminates the Agreement on the grounds stated in this article, he shall not be obliged to pay any compensation for damage and costs incurred in any way as a result, or to provide compensation, while the Other Party is obliged to pay compensation or compensation on the grounds of breach of contract.
5. If the agreement is terminated prematurely by User, User will, in consultation with the Other Party, ensure that any work still to be performed is transferred to third parties. This unless the termination is attributable to the Other Party. Unless the premature termination is attributable to User, the costs for transfer will be charged to the Other Party. User will inform the Other Party in advance as much as possible about the extent of these costs. The Other Party is obliged to pay these costs within the period specified by User, unless User indicates otherwise.
6. In the event of liquidation, (application for) suspension of payment or bankruptcy, seizure - if and to the extent that the seizure has not been lifted within three months - at the expense of the Counterparty, debt restructuring or any other circumstance as a result of which the Counterparty can no longer freely dispose of its assets, the User is free to terminate the agreement immediately and with immediate effect or to cancel the order or agreement, without any obligation on its part to pay any damages or compensation. In that case, the claims of the User on the Counterparty are immediately due and payable.
7. If the Counterparty cancels an order placed in whole or in part, the items ordered or prepared for that purpose, increased by any associated transport and delivery costs and the working hours reserved for the execution of the agreement, will be charged to the Counterparty in full.

Article 5 Reflection period / right of withdrawal
During the cooling-off period, you will handle the product and its packaging with care. You will only unpack or use the product to the extent necessary to determine the nature, characteristics and functioning of the product. The starting point here is that a consumer may only handle and inspect the product as he/she would be allowed to do in a shop

Article 6 Force Majeure
1. User is not obliged to fulfil any obligation towards the Other Party if he is prevented from doing so as a result of a circumstance that is not attributable to fault and for which he is not responsible under the law, a legal act or generally accepted views.
2. In these general terms and conditions, force majeure is understood to mean, in addition to what is understood in this regard in law and case law, all external causes, foreseen or unforeseen, over which the User has no influence, but which prevent the User from fulfilling its obligations. The User also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment of the agreement occurs after the User should have fulfilled its obligation.
3. User may suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, then either party is entitled to terminate the agreement, without any obligation to compensate the other party for damages.
4. If, at the time of the occurrence of force majeure, User has already partially fulfilled its obligations under the agreement or will be able to fulfil them, and the part that has been fulfilled or is yet to be fulfilled has an independent value, User is entitled to invoice the part that has already been fulfilled or is yet to be fulfilled separately. The Other Party is obliged to pay this invoice as if it were a separate agreement.

Article 7 Payment and collection costs
1. Payment must always be made in advance. Transactions must be completed by means of the following payment methods: iDeal, transfer to giro account, transfer to account number, cash on delivery (only possible for Dutch users), cash at our business address or pin at our business address (only possible for Dutch users).
2. When exceptions are made to paragraph 1 of this article, payments must be made within 14 days after the invoice date, in a manner to be specified by the User and in the currency in which the invoice was issued, unless otherwise indicated in writing by the User. The User is entitled to invoice periodically.
3. If the Counterparty fails to pay an invoice on time, the Counterparty will be in default by operation of law. The Counterparty will then owe interest. In the case of consumer purchases, the interest will be equal to the statutory interest. In other cases, the Counterparty will owe interest of 2% per month, unless the statutory interest is higher, in which case the statutory interest will be owed. The interest on the amount due will be calculated from the moment the Counterparty is in default until the moment of payment of the full amount due.
4. User has the right to apply payments made by the Counterparty first to reduce costs, then to reduce accrued interest and finally to reduce the principal and current interest.
5. User may, without thereby being in default, refuse an offer of payment, if the Counterparty indicates a different order for the allocation of the payment. User may refuse full repayment of the principal sum, if the accrued and current interest and collection costs are not also paid.
6. Objections to the amount of an invoice do not suspend the payment obligation.
7. If the Counterparty is in default or in breach of its obligations (in a timely manner), all reasonable costs incurred to obtain satisfaction out of court shall be borne by the Counterparty. The extrajudicial costs shall be calculated on the basis of what is customary in Dutch debt collection practice at that time, currently the calculation method according to Rapport Voorwerk II. However, if the User has incurred higher costs for collection that were reasonably necessary, the actual costs incurred shall be eligible for compensation. Any legal and execution costs incurred shall also be recovered from the Counterparty. The Counterparty shall also owe interest on the collection costs owed.

Article 8 Retention of title
1. All items delivered by User under the agreement shall remain the property of User until the Other Party has properly fulfilled all obligations arising from the agreement(s) concluded with User.
2. Items delivered by the User that fall under the retention of title pursuant to paragraph 1 may not be resold and may never be used as a means of payment. The Other Party is not authorised to pledge or otherwise encumber the items falling under the retention of title.
3. The Counterparty must always do everything that may reasonably be expected of it to safeguard the User's property rights.
4. If third parties seize the goods delivered under retention of title or wish to establish or assert rights thereto, the Other Party is obliged to inform the User thereof immediately.
5. The Counterparty undertakes to insure and keep insured the goods delivered under retention of title against fire, explosion and water damage as well as against theft and to make the policy of this insurance available for inspection to the User upon first request. In the event of any payment under the insurance, the User is entitled to these monies. To the extent necessary, the Counterparty undertakes in advance to cooperate with the User in everything that may (appear to) be necessary or desirable in this context.
6. In the event that User wishes to exercise its property rights as referred to in this article, the Counterparty hereby grants unconditional and irrevocable permission in advance to User and third parties designated by User to enter all places where User's property is located and to take back such items.

Article 9 Guarantees, inspection and complaints
1. The items to be delivered by the User shall meet the usual requirements and standards that can reasonably be set for them at the time of delivery and for which they are intended for normal use in the BENELUX. The guarantee mentioned in this article applies to items that are intended for use within the BENLUX. In the event of use outside the BENELUX, the Other Party must verify for itself whether their use is suitable for use there and whether they meet the conditions set for them. In that case, the User may set other guarantee and other conditions with regard to the items to be delivered or work to be carried out.
2. The guarantee referred to in paragraph 1 of this article is limited to that provided by the manufacturer, unless otherwise stated. Always be informed of the various guarantee periods. After the guarantee period has expired, all costs for repair or replacement, including administration, shipping and call-out costs, will be charged to the Other Party.
3. Any form of guarantee shall lapse if a defect has arisen as a result of or results from improper or inappropriate use thereof or use after the expiration date, incorrect storage or maintenance thereof by the Other Party and/or by third parties when, without the written permission of the User, the Other Party or third parties have made or attempted to make changes to the item, other items have been attached to it that should not be attached to it or if these have been processed or edited in a manner other than that prescribed. The Other Party is also not entitled to claim under the guarantee if the defect has arisen as a result of or is the result of circumstances over which the User has no influence, including weather conditions (such as, but not limited to, extreme rainfall or temperatures) etc.
4. The Counterparty is obliged to examine the delivered goods (or have them examined) immediately at the moment that the goods are made available to him or the relevant work has been carried out. In doing so, the Counterparty must examine whether the quality and/or quantity of the delivered goods corresponds with what was agreed and meets the requirements that the parties have agreed in this regard. Any defects must be reported to the User in writing within 7 days of discovery. The report must contain a description of the defect that is as detailed as possible, so that the User is able to respond adequately. The Counterparty must give the User the opportunity to examine a complaint (or have it examined).
5. If the Counterparty complains in a timely manner, this does not suspend its payment obligation. In that case, the Counterparty also remains obliged to accept and pay for the other items ordered, unless they have no independent value.
6. If a defect is reported at a later time, the Other Party will no longer be entitled to repair, replacement or compensation, unless a longer term arises from the nature of the guarantee or the other circumstances of the case.
7. If it is established that an item is defective and a complaint has been made in a timely manner, the User will replace the defective item within a reasonable period after receipt of the return or, if return is not reasonably possible, written notification of the defect by the Other Party, at the User's discretion, or ensure that it is repaired or pay compensation to the Other Party for it.
8. In the event of a return to the User, the Counterparty is obliged to offer the item with postage paid. Unfranked items for which the User must pay will not be accepted. In the event of a guarantee or incorrect delivery, the Counterparty's postage paid amount will be reimbursed afterwards.
9. If it is established that a complaint is unfounded, the costs incurred as a result, including the investigation costs incurred by the User, will be borne in full by the Other Party.

Article 10 Liability
1. If User is liable, then this liability is limited to what is stated in this provision.
2. User is not liable for damage of any nature whatsoever arising from User's reliance on incorrect and/or incomplete information provided by or on behalf of the Other Party.
3. User is only liable for direct damage.
4. Direct damage is understood to mean exclusively:
- the reasonable costs of determining the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these conditions;
- any reasonable costs incurred to ensure that User's defective performance complies with the agreement, to the extent that these can be attributed to User;
- reasonable costs incurred to prevent or limit damage, to the extent that the Counterparty demonstrates that these costs have led to a limitation of direct damage as referred to in these general terms and conditions.
5. User is never liable for indirect damage, including consequential damage, lost profit, missed savings and damage due to business or other stagnation. In the case of consumer purchases, this limitation does not extend further than that which is permitted pursuant to article 7:24 paragraph 2 BW.
6. If User is liable for any damage, User's liability is limited to a maximum of three times the invoice value of the order, or at least to that part of the order to which the liability relates.
7. The User's liability is in any case always limited to the amount of the payment of his insurer in the event.
8. The limitations of liability contained in this article do not apply if the damage is due to intent or gross negligence on the part of the User or his managerial subordinates.

Article 11 Limitation period
1. Notwithstanding the statutory limitation periods, the limitation period for all claims and defenses against User and third parties involved by User in the performance of an agreement is one year.
2. The provisions of paragraph 1 shall not apply to legal claims and defences based on facts that would justify the assertion that the delivered item does not correspond to the agreement. Such claims and defences shall lapse after two years after the Other Party has notified the User of such non-conformity.

Article 12 Transfer of Risk
1. The risk of loss, damage or depreciation shall pass to the Counterparty at the time the goods are placed in the Counterparty's possession.

Article 13 Indemnification
1. The Counterparty shall indemnify the User against any claims by third parties who suffer damage in connection with the performance of the agreement and the cause of which is attributable to parties other than the User.
2. If User is approached by third parties on this basis, the Counterparty is obliged to assist User both outside and in court and to immediately do everything that may be expected of him in that case. If the Counterparty fails to take adequate measures, the User is entitled, without notice of default, to take such measures himself. All costs and damage on the side of User and third parties arising as a result thereof shall be entirely for the account and risk of the Counterparty.

Article 14 Intellectual property
1. User reserves the rights and powers to which he is entitled under the Copyright Act and other intellectual laws and regulations. User has the right to use the knowledge acquired by him through the performance of an agreement for other purposes as well, insofar as no strictly confidential information of the Other Party is brought to the attention of third parties.

Article 15 Applicable law and disputes
1. All legal relationships in which User is a party are exclusively governed by Dutch law, even if an obligation is performed in whole or in part abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.
2. The parties will only appeal to the court after they have made every effort to settle a dispute by mutual agreement.

Article 16 Contact information

info@rivena.nl