I.     GENERAL

1. These general terms and conditions of sale and delivery apply to all (requests for) quotations, offers, orders, order confirmations, orders, order confirmations, assignments, agreements for the purchase/sale of products, other legal acts for the delivery of products and/or services and other legal relationships, including negotiations on agreements with TruckParts1919.com B.V. established in Vuren, hereinafter referred to as: 'PARTS', insofar as not otherwise stipulated in the quotation or agreement. These terms and conditions may be referred to as GTC-PARTS.
2. Additions or deviations from these GTC-PARTS must be agreed in writing. These additions and deviations only apply to the agreement under which they were made.
3. The rights and obligations arising from agreements between PARTS and the customer cannot be transferred by the customer to third parties, unless with the written permission of PARTS.
4. The provisions of Section 1 Title 7 of Book 7 of the Dutch Civil Code (assignment), with the exception of articles 7:406 and 7:412, do not apply to the legal relationships with PARTS, unless expressly stated otherwise in the agreement or in these GTC-PARTS.
5. The applicability of additional or deviating clauses or conditions used by the customer or referred to by the customer or any other conditions customary in the industry are expressly rejected.
6. In the event of a conflict between translations of the text of these GTC-PARTS and the Dutch text, the text in the Dutch language shall prevail.
7. If PARTS and the customer have concluded a separate agreement to which these GTC-PARTS apply, the provisions of the agreement will prevail in the event of a conflict.
8. The current GTC-PARTS can be consulted on the websites www.truckparts1919.com and www.my.truckparts1919.com.

II.    OFFERS

1. All offers and quotations are without obligation, are deemed an invitation to make an offer, and are based on the execution of the agreement under normal (working) conditions, during normal working hours and according to the information provided by the customer with the assignment, unless explicitly stated otherwise.
2. All offers and quotations are valid for 30 calendar days, unless otherwise agreed in writing. An offer or quotation that contains a time limit can nevertheless be revoked by PARTS, even after receipt of the order, provided this done within 3 calendar days following the date of receipt of the order.
3. Drawings and advice provided by PARTS are only of a general nature, without obligation, and do not bind PARTS.
4. The information on the website of PARTS has been compiled with care, but PARTS does not guarantee that this information is up-to-date (e.g. with regard to the availability of products), correct and/or complete. PARTS will correct to the best of its ability and within a reasonable period of time non-current, incorrect and/or incomplete information on its website. The website may be subject to occasional technical errors which will be corrected as soon as possible after identification.

III.   AGREEMENTS

1. An agreement is concluded under the condition precedent that PARTS has approved and confirmed the order in writing (including electronically) or has started the execution thereof. The content of the agreement is determined by the quotation and/or order confirmation of PARTS and these GTC-PARTS. The customer agrees that these GTC-PARTS can be sent electronically with written agreements as well as electronically concluded agreements. In the event of a conflict between the customer’s order and the quotation or order confirmation from PARTS, the provisions of the order confirmation from PARTS shall prevail.
2. If an agreement between PARTS and the customer is concluded electronically, PARTS is not obliged to confirm receipt of the statements of the customer and the customer is not entitled to terminate the agreement on the grounds of the absence of such an acknowledgement of receipt. Article 6:227a (1) of the Dutch Civil Code is excluded.
3. Orders from and acceptances by the customer are irrevocable. The customer is only authorized to cancel or change an order or order with the permission of PARTS and insofar as this can reasonably be expected of PARTS and subject to payment of cancellation costs amounting to 15% of the purchase price (excluding VAT), or if higher: the costs for returning a product that has already been delivered. If the changes and/or additions requested by the customer entail additional costs for PARTS, PARTS is entitled to pass these on to the customer in full. In that case, PARTS is also entitled to set a new delivery time. Cancellation is not possible if the order concerns products specially adapted or assembled for the customer.
4. PARTS is at all times authorized to terminate the negotiations with the customer and/or to reject an electronic or written order placed by the customer in whole or in part within 24 hours after receipt thereof without giving reasons and without being obliged to pay any compensation.
5. All (price) quotations, advertisements, images, (quality) ratings and other indications and descriptions of the products (online and offline) have been done with care, but PARTS does not guarantee that no deviations can occur, for example with regard to colours and finish. If the customer demonstrates that the delivered products deviate from the specifications of PARTS in such a way that the customer can no longer reasonably be obliged to take delivery, the customer has the right to demand delivery of the missing products or to dissolve the agreement insofar as this is justified by the deviation. Minor deviations that are customary in the industry or technically unavoidable as well as differences in quality, colour, finish, etc. do not constitute a default.
6. PARTS is not obliged to verify whether the assignments, orders and/or information of the customer are correct. A default cannot be attributed to PARTS if it is the result of incorrect or incomplete information provided by the customer, or of drawings, models and/or items that PARTS uses or applies on behalf of the customer. The customer is liable for the damage and costs resulting therefrom, including violation of intellectual or industrial property rights of third parties.
7. The customer is obliged to provide PARTS with all information that is reasonably necessary to establish its identity (know your customer), to enable PARTS to deliver the products and to comply with applicable laws and regulations.
8. PARTS processes personal data of the customer which is necessary to comply with applicable laws and regulations (e.g. with regard to VAT) and which are necessary to draw up and execute the agreement, all with due observance of the General Data Protection Regulation. Personal data are kept no longer than is necessary. PARTS does not provide personal data to third parties, unless it is legally obliged to do so. The customer can request access to his/her personal data as processed by PARTS, as well as change or deletion thereof. PARTS has taken technical and organizational measures to prevent a personal data breach.
9. PARTS is obliged to comply with the applicable laws and regulations regarding the Restricted Jurisdictions. For purposes of this section, "Restricted Jurisdiction" means any country, state, territory or region sanctioned by the United Nations, the European Union and/or to which the supply of products is prohibited or restricted under the laws of the country in which the product was manufactured or sold. On the basis of the (inter)national laws and regulations, more specifically but not limited to the national and international laws to which article 2 of the Sanctions Act 1977 refers, PARTS does not deliver products and does not provide services to (customers located in or operating from) Restricted Jurisdictions that are included in the list of sanctioned countries to which delivery is not allowed on the basis of article 3 or article 4 of the Sanctions Act 1977.
10. The customer is in turn forbidden to deliver, forward or sell-on products delivered by PARTS to parties that are located in or operate from Restricted Jurisdictions. PARTS accepts no responsibility and accepts no liability for any (re)sale or (onward) delivery by the customer of products delivered by PARTS in violation of the applicable laws and regulations.
11. The customer will provide PARTS with the correct documentation to verify the final destination of products at PARTS’ first request. Such documentation will be provided within 30 calendar days after the request of PARTS or within a shorter period of time that enables PARTS to comply with any requirement or request of the competent government or authority in question, and will in any case contain the name of the places or port(s) of delivery, the date(s) of delivery and the quantity as well as the final destination of the products. The customer's obligations to comply with such a requirement shall not be affected by any sale or disposal of the relevant product by the customer.
12. PARTS has the right to withdraw an offer, refuse delivery and to cancel or dissolve any order or agreement, without being obliged to reimburse any costs, expenses or damages, if PARTS has a reasonable suspicion that the customer does not (fully) comply with the aforementioned Sanctions Act 1977 or similar laws and regulations regarding Restricted Jurisdictions.

IV.   PRICES

1. All quotations and prices charged by PARTS are the prices applicable at the time of the offer or the conclusion of the agreement, Ex Warehouse in Vuren, excluding VAT and other taxes, and excluding costs for documentation, shipping/delivery and other costs arising from the agreement, such as insurance, levies and rates.
2. If after the offer has been made a change in one of the price-determining factors occurs, for example due to changes in the sales prices of suppliers, freight rates, labour costs, social security contributions, costs of packaging, energy, taxes etc., PARTS will inform the customer as soon as possible. PARTS is entitled to adjust the prices accordingly, even if the agreement has been concluded in the meantime.
3. Price increases of more than 10% entitle the customer to terminate the agreement, provided that this is done in writing and within seven calendar days after receipt of the aforementioned notification. A dissolution as mentioned above does not entitle the customer to compensation for any damage or costs.

V.    PAYMENT

1. The customer is obliged to pay all invoices within the agreed payment term, and is not entitled to suspension, settlement or deduction. PARTS prefers payment by bank transfer and always adheres to the maximum amount allowed by law for cash payments. PARTS can request the customer to provide PARTS with sufficient security for payment prior to delivery or execution. If as a result the delivery is delayed, the customer is liable for the damage and/or costs to be incurred by PARTS. Refusal by the customer to provide the requested security, entitles PARTS to immediately dissolve the agreement by means of a statement to that effect, without prejudice to the other rights and claims to which PARTS is entitled.
2. If invoices are not paid in accordance with Article V.1, the customer is in default by the mere expiry of the agreed payment term, without a notice of default being required, regardless of whether or not the exceeding of the payment term is attributable to the customer.
3. Without prejudice to its further rights, PARTS is then authorized to charge interest on the outstanding amount of 1% per month (whereby part of the month is calculates as an entire month), to be calculated from the relevant due date.
4. PARTS is entitled to postpone new deliveries until the customer has fulfilled all his outstanding payment obligations.
5. All extrajudicial and judicial costs incurred by PARTS relating to a dispute with the customer, both plaintiff and defendant, are for the customer’s account. The extrajudicial collection costs are set at 15% of the outstanding amount with a minimum of EUR 150 per case and the judicial collection costs at the actual amount paid by PARTS in respect of the procedure, also if this exceeds the liquidated legal costs.
6. Payments made by the customer shall be deemed to have been made first to settle judicial and extra judicial costs as stipulated in section 5 above, accrued interest as stipulated in section 3 above, and thereafter they shall be charged to the oldest debt, irrespective of indications made by Buyer.
7. In case of late payment, a difference in exchange rate that is disadvantageous to PARTS will be borne by the customer. Reference dates are the due date of the invoice and the date on which payment is made.
8. PARTS is entitled to set off all that the customer owes or will owe to PARTS by virtue of the agreement or any other agreement or legal relationship, whether this is already due and payable or not and regardless of the basis and regardless of the currency, with amounts that PARTS owes or will owe to the customer by virtue of the agreement or any other agreement or legal relationship, regardless of the basis thereof and including claims for damage, whether they are already due and payable or not.

VI.   DELIVERY TIME, DELIVERY, RISK

1. The time for delivery indicated by PARTS only serves as an estimate and is not of the essence. PARTS is not in default by merely exceeding the time for delivery. The specified delivery times are based on the circumstances applicable at the time of conclusion of the contract.
2. The delivery period starts at the moment that PARTS has confirmed the order of the customer in writing, has received any stipulated advance payment or security and all (technical) data required for the execution of the agreement have been provided to PARTS.
3. The aforementioned or agreed delivery time will in any case, but not exclusively, be automatically extended by the period(s) during which:
4. - there is a delay in the supply and/or shipment and/or there is any other circumstance that temporarily impedes the execution, regardless of whether this can be attributed to PARTS or was foreseeable;
5. - the customer fails to fulfil one or more obligations towards PARTS or PARTS has good reason to fear - in its sole opinion - that the customer will fail to do so;
6. - the customer does not enable PARTS to execute the agreement; This situation occurs, among other things, if the customer fails to communicate the place of delivery or fails to provide the permits, data, items or facilities required for the execution of the agreement.
7. Delivery in the Netherlands takes place ex warehouse in Vuren (Ex Works), unless otherwise agreed in writing. All products are transported at the expense and risk of the customer, even if the shipment is freight-free.
8. If PARTS takes care of the shipment of the products at the request of the customer or if the agreed parity of the ICC Incoterms imposes this obligation on PARTS, the time, method of shipment and shipping route are at PARTS’ choice. A transport insurance is only taken out by PARTS at the explicit request of the customer and all related costs are for the customer's account. Products only refer to the products sold by PARTS and never to any associated items that the customer offers for sale or for loading with the sold product. PARTS does not accept any liability or responsibility for such associated items and these are never covered by any transport insurance.
9. Delivery is deemed to have taken place at the moment that the products are made available to the customer (Ex Works) or to the carrier designated and contracted by the customer (FCA). If the customer or its carrier does not take delivery of the products, the customer is immediately in default and the products are stored at its expense and risk. If the customer refuses to take delivery of the products within an additional period as specified by PARTS, PARTS is entitled to dissolve the agreement in whole or in part and to dispose of the products, including any associated items offered in connection with the sold product(s) which are located on the premises of PARTS, in a manner desired by it, without being obliged to pay compensation. PARTS is entitled to recover its claim from the customer on the proceeds. Any remainder of proceeds will be kept available to the customer for 1 year after the expiry of the specified additional period and the customer can request payment from PARTS in writing, with the submission of proof, failing which the remainder will be forfeited to PARTS after the expiry of the period of 1 year.
10. Delivery outside the Netherlands takes place FCA Vuren, unless another Incoterm of the International Chamber of Commerce (ICC), most recent version, has been agreed upon in writing.
11. PARTS has the right to deliver in parts and to carry out services in parts and to invoice such partial deliveries and services separately.

VII.  WARRANTY/COMPLAINT

1. The products supplied by PARTS comply with the specifications as laid down in the corresponding agreement. PARTS trades in used products (onward delivery of used and/or refurbished products) that carry a higher risk. The customer accepts this and is therefore aware of the higher risk of defects, non-functioning or improper functioning, and possible consequences for other parts and goods with which the delivered products are connected or in which the delivered products are installed. PARTS only gives a warranty for 15 calendar days from delivery (see article VI sections 6 and 7) on parts delivered and tested by PARTS, with the exception of electronic products for which no warranty is provided. With regard to new parts, PARTS gives the same but expressly no further or other warranty than the manufacturer's warranty. The warranty never includes the (associated) work performed by PARTS. In this respect, PARTS guarantees that these activities are carried out properly and to the best of its ability as customary in the industry and according to the standards and expertise available at that time (best efforts obligation). If and insofar as PARTS installs, combines or connects the sold products with or makes them part of other items at the request of the customer, this is done on behalf of the customer and entirely at the customer's expense and risk. PARTS does not accept any liability in this respect, also not for (consequential) damage caused by the sold product to other items and/or to third parties.
2. If the customer invokes the warranty granted by PARTS in the agreement in question or files a complaint, PARTS will assess the warranty or the complaint and if necessary settle it with due observance of the provisions of the agreement. Warranty claims are not transferable to third parties.
3. Subject to lapse of its claim, the customer must inspect the products, the packaging and services rendered for visible defects or shortages upon delivery. Complaints regarding the amount of the invoice and visible imperfections or shortages must be reported in writing to PARTS within 3 calendar days after receipt of the invoice or delivery of the product, with an accurate description of the complaints. For all other complaints, a period of 5 calendar days applies after the defects have become known or could have become known. In the absence of timely notification as referred to in this article, the customer loses its right to claim under the warranty. The products in question must be made available to PARTS on first request for examination in the condition in which they were at the time of the complaint.
4. Claims under the warranty can in any event not be made if:
5. - the products have been used for a purpose other than that for which they are normally intended, or, in the opinion of PARTS have been used or transported in an inappropriate manner or have been repaired, adjusted or changed by the customer or a third party;
6. - the damage is caused by an accident, negligence of the customer (for example due to insufficient or incorrect maintenance or storage) or because the customer has acted contrary to instructions, indications and advice from PARTS;
7. - the defect is caused by or is the result of designs, drawings, constructions, working methods or items made available by the customer (whether or not for the installation of the product) or advice given by the customer;
8. - it concerns products or parts thereof of which the seal has been broken or which are usually replaced regularly during maintenance or servicing (wear parts) or which are accessories;
9. - the customer has not fulfilled its obligations towards PARTS (both financially and otherwise);
10. - the customer has not taken all the necessary steps to prevent further damage to the delivered products upon discovery of the defect, for example by continuing to use the product or by ignoring warning messages.
11. PARTS never guarantees the absence of defects, which are the consequence of complying with any mandatory governmental laws and regulations regarding the nature or the quality of the raw materials and/or materials used in the delivered products.
12. If the customer complains with due observance of the provisions of this article and the complaint is found to be justified by PARTS, PARTS will replace the product in question free of charge with an equivalent product (after which the replaced products become its property), deliver the missing product(s) within a reasonable period of time or grant a price reduction. Costs for (dis)assembly are never included. The products supplied as a replacement on the basis of this article are again guaranteed under the same conditions.
13. Returns, even outside the warranty scheme, always require the prior written consent of PARTS. Returns must be sent to PARTS in undamaged condition in the original packaging or properly packaged, unless they have been received damaged. The costs for return shipments, regardless of the basis therefor, are for the account of the customer, unless expressly agreed otherwise. Electronic products cannot be returned.
14. The processing of a warranty claim/complaint does not suspend the customer's payment obligation and does not affect the customer's obligation with regard to other products or other parts of the contract. 
15. Where apart from the cases described above, consideration is given by PARTS to a complaint, this shall be carried out entirely without obligation and the customer may not derive any rights there from.
16. All claims and defences based on the assertion that the products or the services provided do not comply with the provisions of the agreement expire one year after the date of delivery or the date of termination of the services.

VIII.   NON-PERFORMANCE/TERMINATION/SUSPENSION

1. PARTS is authorized to dissolve/rescind the agreement or to suspend its performance under the agreement with immediate effect, without judicial intervention, in whole or in part, without prejudice to its other rights (to fulfilment and/or damages), if (non-exhaustive):
2. - the customer acts in violation of any provision of the agreement (including these GTC-PARTS) between the parties;
3. - the customer applies for or is granted a suspension of payment, or files for its own bankruptcy;
4. - an application is filed for the customer’s bankruptcy or the customer is declared bankrupt;
5. - the customer's business is shut down, liquidated or sold;
6. - a change of control occurs with respect to the customer;
7. - the customer dies or is placed under guardianship;
8. - a significant part of the customer's assets is seized;
9. - the customer offers a private composition to its creditors;
10. - permits of the customer that are required for the performance of the agreement are revoked;
11. - the customer - in PARTS’ reasonable opinion - damages the image, goodwill or business of PARTS. In these cases, any and all claims against the customer shall become immediately due and payable, without PARTS being liable to compensate for damages or to provide a guarantee/warranty.
12. The provisions of section 1 of this article shall also apply if the customer, after being requested in writing to do so, has failed to provide  - in PARTS’s opinion  - satisfactory security for PARTS’s outstanding claims within seven calendar days. All costs in this respect are for the customer’s account.
13. If the customer does not pay on time or fails to pay during thirty calendar days or more, PARTS is entitled without any further notice, to resell the products, in which case the customer forfeits any down payment made to PARTS as compensation for losses suffered by PARTS, unless the customer proves that the losses incurred by PARTS are less than the down payment.

IX.    RETENTION OF TITLE

1. Delivery takes place under retention of title. This retention of title applies with respect to all payment obligations for all products delivered or to be delivered by PARTS to the customer pursuant to any agreement and/or in the context of work performed or to be performed, as well as with regard to all claims based on breach of these agreements. The customer is obliged to store the products delivered under retention of title of PARTS safely, dry, separately and clearly recognizable as being the property of PARTS and to properly insure the products and keep them insured.
2. PARTS is authorized to take back the delivered products that remained its property in accordance with the previous section if the customer does not comply with the agreement or if PARTS has good reason to fear that the customer will not comply. Such a repossession of products shall be deemed to constitute dissolution of the agreement(s) concluded with the customer. At PARTS’ first request, the customer is obliged to inform PARTS where the products subject to retention of title are located and to return them to PARTS at the customer’s own risk and expense if PARTS so requests. The customer irrevocably authorizes PARTS and its representatives to collect the products in question from where they are located and to enter the premises and undertakes to ensure this right for the benefit of PARTS and its representatives with third parties who hold the products, including the customer's clients. The customer will provide all necessary cooperation to execute PARTS' retention of title. All costs associated with the collection of the products are borne by the customer.
3. The customer is entitled, if and to the extent necessary in the ordinary course of its business, to dispose of the products which are subject to retention of title, but this explicitly does not include the right of the customer to pledge or encumber the products (both contractually and in rem). If the customers sells-on the products which are subject to PARTS’ retention of title, the customer is obliged to deliver these subject to the property rights of PARTS. The customer undertakes, at the first request of PARTS, as well as in the event of mixing, accession, processing or business formation as a result of which the products become part of another item (the main item), to establish an undisclosed first ranking right of pledge on behalf of PARTS on the claims that the customer has or will have on third parties in the event of resale of the products or the main item, and to declare in the deed of pledge that it is authorized to pledge and that there are no limited rights to the pledged claims. If the customer refuses to do so, this provision shall be deemed to constitute an irrevocable power of attorney to PARTS to establish this right of pledge.
4. The property law aspects of retention of title with respect to the products are governed by Dutch law, or at PARTS’ discretion by the law of the country of destination of the products, provided that (i) the laws of such country with regard to retention of title provide better protection to PARTS than Dutch law and (ii) the products are actually imported into the country of destination.
5. If the products that are the property of PARTS are seized or if the customer or a third party files for bankruptcy of the customer, if the customer applies for or is granted (provisional) suspension of payment, is declared bankrupt or if the WSNP is declared applicable to the customer, the customer is obliged to immediately inform PARTS and in case of attachment to inform the attaching party or in case of bankruptcy to inform the trustee that the customer has received the products subject to retention of title.

X.   RIGHT OF RETENTION

PARTS is authorized to suspend the fulfilment of the obligation to hand over a good of the customer, which it has in its possession in the context of an agreement, until the claim of PARTS with regard to that agreement, including interest and costs, has been paid in full.

XI. LIABILITY

1. PARTS is not liable for damage caused as a result of any default in the fulfilment of its obligation(s) towards the customer. The fulfilment of the obligations arising from warranty as described in article VII is considered the sole and full compensation. Any other claim for damages - regardless of the basis - including those relating to trading loss (interruption of business, loss of income, loss of customers or orders, delay in execution of orders, loss suffered, loss of profit), personal accidents, damage to or loss of goods of the customer in which the product is incorporated, with which it is connected or combined (including damage to, loss of or delay in the transport of the customer's cargo as well as damage to and loss of goods of third parties), and other indirect or immaterial damage of any nature whatsoever as well as damage as a result of liability towards third parties is explicitly excluded, except to the extent the damage is caused by wilful intent or gross negligence of PARTS or its directors.
2. PARTS shall not be liable for wilful intent or (gross) negligence of (non-managerial) subordinates or other parties which are engaged by PARTS under the agreement and for which PARTS can be held liable by law.
3. PARTS accepts no liability for advice provided by or on behalf of PARTS.
4. PARTS is not liable for damage to vehicles and other property of the customer and/or of third parties which are located on its premises.
5. The customer is liable for and will indemnify and hold PARTS harmless with regard to (i) damage caused by the customer's goods to goods that are owned by PARTS or that PARTS holds for third parties and for all related costs, and (ii) any and all claims or rights of third parties related to the delivery of the products, a defect therein, or the provision of services insofar as those claims are in excess of or additional to claims which the customer is entitled to invoke vis-à-vis PARTS. The customer will also indemnify and hold PARTS harmless against any and all claims for personal injury or death of employees of the customer or of third parties and/or damage to property of the customer and/or of third parties. An exception to these obligations of the customer exists if and to the extent the damage is caused by wilful intent or gross negligence of PARTS or its directors.
6. Legal and contractual limitations of liability which suppliers or subcontractors of PARTS can invoke vis-à-vis PARTS with respect to the goods delivered or services rendered, can also be invoked by PARTS vis-à-vis the customer.
7. If PARTS is obliged to pay compensation to the customer despite the provisions of this article, PARTS is never liable for more than the lower amount of (i) the amount actually paid out by its insurance in the matter concerned and (ii) the amount of the order relating to the products which caused the damage (excluding VAT).
8. PARTS stipulates all legal and contractual defences that it can invoke in respect of its liability towards the customer also for the benefit of its employees and agents for which its can be held liable by law.
9. The foregoing provisions do not affect liability based on mandatory law.

XII.  FORCE MAJEURE

1. Force majeure shall mean any circumstance beyond the will and control of PARTS, whether or not foreseeable at the time of entering into the agreement, as a result of which PARTS can reasonably no longer be held to fulfil its obligations towards the customer, such as war, threat of war, import and export restrictions, government measures, lack/shortage of raw materials, factory or transport disruptions, loss, damage or delay during shipping/transport, strikes, lockout or lack of personnel, quarantine, trade prohibitions, epidemics, pandemics, (threat of) terrorist attacks, hold-ups due to frost, natural disasters, water damage, defaults by suppliers or third parties engaged by PARTS for the execution of the agreement, late delivery by the customer of parts or of items in which the customer wishes to have the product installed or with which the customer wants to join or connect the product. Force majeure on the part of the customer shall never include defaults in the fulfilment of obligations of third parties engaged by the customer.
2. PARTS is not obliged to comply with any obligation if it is prevented from doing so as a result of force majeure during the period that the force majeure continues. PARTS is then entitled to execute the agreement within a reasonable period of time or to dissolve the agreement in whole or in part, without being obliged to pay damages. In case of force majeure on the part of PARTS, the customer is only entitled to dissolve the agreement in whole or in part, after the customer has granted PARTS a reasonable period for the execution of (the relevant part of) the agreement. In case of suspension of obligations by PARTS, or dissolution of the agreement by PARTS or by the customer due to force majeure, PARTS is never obliged to compensate the customer for any damage or costs.

XIII.  PARTIAL NULLITY

If and insofar as any provision of these GTC-PARTS or of an agreement with the customer cannot be invoked on the basis of reasonableness and fairness or the unreasonably onerous nature ,or if they are not or not entirely legally valid, the other provisions will remain in full force. The invalid provisions are replaced by appropriate provisions which come as close as possible to the intention of the parties and the economic result sought by them in a legally valid manner.

XIV.  PLACE OF PERFORMANCE, APPLICABLE LAW, COMPETENT COURT

1. PARTS’ place of business is the place where the customer has to fulfil its obligations towards PARTS.
2. These GTC-PARTS, as well as all offers, quotations, assignments and agreements of PARTS are exclusively governed by Dutch law, with the exception of the provisions of Section 6.5.3 of the Dutch Civil Code and the Vienna Sales Convention.
3. All disputes that arise as a result of the agreement concluded between the customer and PARTS or of further agreements that may result therefrom or that arise from these GTC-PARTS shall, if the customer has its offices in a member state of the EU, be settled by the competent court of the District Court of Rotterdam, location Rotterdam. If the customer has its offices outside the EU, disputes will be settled by arbitration by the Netherlands Arbitration Institute. The place of arbitration is Rotterdam. The arbitral tribunal will consist of one arbitrator and the language of the proceedings is English. The arbitral tribunal shall decide in accordance with the rules of law. The possibility to join the arbitral proceedings with other arbitral proceedings pursuant to article 1046 Dutch Civil Proceedings Act is excluded. Notwithstanding the foregoing, nothing in this article shall preclude any of the parties from applying injunctive relief in summary proceedings ("kort geding") before any competent court in the Netherlands instead of arbitration.

XV. CODE OF CONDUCT

View the TruckParts1919 B.V. Group Code of Conduct here

Version 2025