ARTICLE 1. | DEFINITIONS

In these general terms and conditions, the terms below starting with an initial capital letter are defined as follows.

1.   Ultimate Rectifier: Ultimate Rectifier B.V., the user of these general terms and conditions, having its registered office at Grote Doelenlaan 45, 5491EE in Sint-Oedenrode, and registered with the Trade Register under Chamber of Commerce number 84044608.

2.   Customer: any natural or legal person whom Ultimate Rectifier has concluded or intends to conclude an Agreement with.

3.   Consumer: a Customer, natural person, not acting in the performance of a profession or business.

4.   Parties: Ultimate Rectifier and the Customer jointly.

5.   Agreement: any agreement between the Parties under which Ultimate Rectifier undertakes in respect of Customer to sell and supply Products.

6.   Distance Agreement: an Agreement entered into between Ultimate Rectifier and a Consumer under an organized distance sales system without simultaneous personal presence of Ultimate Rectifier and the Consumer and whereby, up to and including the conclusion of the Agreement, use is exclusively made of one or more means of distance communication, such as an Agreement with a Consumer entered into directly through the Web Store. An Agreement shall not constitute a Distance Contract if Ultimate Rectifier does not use an organized distance communication system for that purpose, for example in the event that the Consumer finds Ultimate Rectifier’s contact details online or in a telephone directory and places an order by telephone or by e-mail.

7.   Products: the goods to be supplied by Ultimate Rectifier to the Customer under the Agreement, which may include, but is not limited to, Ultimate Rectifier voltage regulators and separate connectors for motorcycles.

8.   Web store: https://ultimaterectifier.com.

9.   Written/In writing: communication in writing, communication by e-mail or, with a view to the state of the art and generally accepted practice, any other similar means of communication.

ARTICLE 2. | GENERAL PROVISIONS

1.   These general terms and conditions apply to every offer by Ultimate Rectifier and to every Agreement.

2.   The Customer’s general terms and conditions, if any, by any name whatsoever, shall not apply to the Agreement.

3.   The provisions of these general terms and conditions may only be deviated from expressly in writing. If and insofar as the provisions of these general terms and conditions are expressly agreed upon by the Parties in writing, the provisions of these general terms and conditions shall apply.

4.   The nullity or invalidity of one or more of the provisions of these general terms and conditions or the Agreement as such will not affect the validity of the other provisions. In such case, the Parties are obliged to consult with each other in order to come to a replacement provision with regard to the affected provision, which shall as much as possible be in keeping with the purpose and purport of the original provision.

ARTICLE 3. | OFFER AND CONCLUSION OF AGREEMENTS

1.   Any offer made by Ultimate Rectifier shall be non-binding, even if it states a period for acceptance. Ultimate Rectifier may revoke its offer until immediately upon acceptance, or at least as soon as possible after acceptance by the Customer.

2.   The Customer cannot derive any rights from an offer by Ultimate Rectifier that contains an obvious error or mistake.

3.   Each Agreement is established, without prejudice to the provisions of paragraph 1, by offer and acceptance. An order made through the Web Shop will, without prejudice to the provisions of paragraph 1, be confirmed to the Customer by e-mail.

4.   If the Customer concludes the Agreement in the name of another natural or legal person, it must declares that it is authorized to do so by entering into the Agreement. In addition to this (legal) person, the Customer is jointly and severally liable with for the fulfilment of the obligations under that Agreement.

ARTICLE 4. | RIGHT OF CANCELLATION FOR DISTANCE CONTRACTS

1.   The Consumer may cancel a Distance Contract up to 14 days after receipt of the Products, without stating reasons in whole or in part.

2.   The Consumer may cancel the Distance Contract by sending a request to that effect to Ultimate Rectifier by e-mail or by using the model withdrawal form offered by Ultimate Rectifier. As soon as possible after Ultimate Rectifier has been informed of the Consumer’s intention to dissolve the Distance Agreement and if the conditions of this article have been met, Ultimate Rectifier shall confirm the dissolution of the Distance Agreement by e-mail.

3.   During the period referred to in paragraph 1, the Consumer must handle the Products to be returned and their packaging with care. The Consumer may only handle and inspect the Products to be returned to the extent necessary to assess the nature and characteristics of the Products. The Consumer may basically only handle and inspect the Products as he would be allowed to do in a physical store.

4.   Should the Consumer exercise the right of cancellation, he shall return the relevant Products undamaged, with all delivered accessories and in the original state and packaging to Ultimate Rectifier.

5.   The Consumer shall be liable for any depreciation in value of the Products resulting from any handling of the Products beyond the handling permitted under paragraph 3. Ultimate Rectifier shall be entitled to charge this depreciation to the Consumer, whether or not by offsetting it against any payment already received from the Consumer.

6.   Products must be returned within 14 days after the Consumer has dissolved the Distance Contract in accordance with the provisions of paragraph 2.

7.   If the Consumer exercises the right of cancellation, the costs of returning the Products shall be borne by the Consumer.

8.   Ultimate Rectifier shall reimburse any payment already received from the Consumer with respect to the part of the order that is returned, less any reduction in value, as soon as possible, and at the latest within 14 days after termination of the Distance Contract, provided that the Products have been received back by Ultimate Rectifier, or that the Consumer has demonstrated that the Products have actually been returned. Reimbursement shall be made using the same payment method as the method used by the Consumer for making the payment.

9.   If the right of cancellation is only applied with respect to part of the order, any shipping costs paid by the Consumer in the first instance shall not be eligible for a refund. Furthermore, Ultimate Rectifier shall not be obliged to refund the additional costs if, when ordering, the Consumer expressly opted for a method of delivery other than the least expensive method of standard delivery offered by Ultimate Rectifier.

ARTICLE 5. | DELIVERY PERIODS

1.   Any delivery periods to which Ultimate Rectifier has committed itself in respect of the Customer are indicative periods and not deadlines.

2.   Ultimate Rectifier shall not be in default until Customer has given Ultimate Rectifier notice of default in writing, in which notice of default a reasonable time period for performance has been stated, and after the expiry of this latter period Ultimate Rectifier is still in default of performance.

3.   Any default by Ultimate Rectifier shall entitle the Customer to terminate the part of the Agreement to which the default relates, but shall never entitle it to additional damages.

ARTICLE 6. | DELIVERY

1.   Products shall be delivered by delivery to the delivery address provided by the Customer. If no delivery address is specified, the billing address shall be considered the delivery address.

2.   The risk of loss and damage to the Products shall pass to Customer at the time the Products are received by or on behalf of Customer.

3.   If the agreed delivery period is exceeded, the Customer shall never be entitled to refuse to take delivery of the Products to be delivered and/or to pay the agreed price and delivery charges.

4.   If the Products cannot be delivered to the Customer or cannot be delivered on time due to a circumstance attributable to the Customer, Ultimate Rectifier shall be entitled to store the Products at the expense of the Customer, without prejudice to the Customer’s obligation to pay the agreed price and delivery charges.

5.   In the event that the Customer refuses to take delivery of the Products or is otherwise negligent in taking delivery of the Products, the Customer shall at Ultimate Rectifier’s first request give notification of the term in which the Products shall still be taken delivery of. This period shall never exceed two weeks from the day of the request referred to in the preceding sentence. Ultimate Rectifier shall be entitled to terminate the Agreement if, after the expiry of the period referred to in the preceding sentence, the Customer has still failed to take delivery of the Products, without prejudice to the Customer’s obligation to pay the agreed price and delivery costs, the reasonable costs of storage of the Products and any other costs incurred due to the Customer’s failure.

ARTICLE 7. | EXAMINATION OF PRODUCTS AND COMPLAINTS

1.   At the time of delivery, i.e. immediately upon delivery, the Customer shall examine whether the type and quantity of the Products comply with the Agreement. If, in the opinion of the Customer, the type and/or quantity of the Products do(es) not comply with the Agreement, it shall immediately notify Ultimate Rectifier.

2.   Complaints relating to defects that were not reasonably visible or otherwise unidentifiable at the time of delivery of the Products should be submitted to Ultimate Rectifier by e-mail, stating the exact reasons for the complaint, within 14 days after the Customer has become aware of the existence of the defect, i.e. could reasonably have become aware of it.

3.   In derogation from the provisions of the preceding paragraphs of this Article, a Consumer may no longer rely on the fact that the Products delivered under a consumer purchase does not comply with the Agreement if no complaint has been made to Ultimate Rectifier in this respect within two months following the discovery of the defect by the Consumer.

4.   If the Customer does not file a complaint in time and in accordance with the provisions of the preceding paragraphs, no obligation shall arise for Ultimate Rectifier from such complaint by the Customer.

5.   Even if the Customer files a complaint in due time, its obligation to pay Ultimate Rectifier in due time shall continue to exist, except insofar as this is compulsorily prevented by law for the benefit of the Consumer.

ARTICLE 8. | GUARANTEE AND CONFORMITY

1.   Ultimate Rectifier shall only provide a guarantee on the Products if and insofar as expressly agreed in Writing, on the understanding that no guarantee shall ever be applicable to any supplied connectors and that the foregoing shall not affect the mandatory statutory rights and claims that Consumers may enforce against Ultimate Rectifier (conformity).

2.   Without prejudice to any guarantee conditions expressly stipulated in writing, any applicable guarantee (including a claim based on non-conformity) shall in any case be cancelled if a defect in the delivered Product is the result of an external cause beyond the control of Ultimate Rectifier or of any other circumstance not attributable to Ultimate Rectifier. This shall include, but not be limited to, defects caused by damage, natural wear and tear, improper or inexpert handling, assembly contrary to the assembly instructions provided, improper or injudicious use, and making changes to the delivered Product, including repairs that have not been carried out with Ultimate Rectifier’s prior Written consent.

3.   The connector already on the engine must be replaced by the replacement connector provided with the Ultimate Rectifier Voltage Regulator. Failure to use the replacement connector may affect the proper operation of the Ultimate Rectifier Voltage Regulator, which shall not be considered a failure of Ultimate Rectifier in any case.

4.   In the event that a consumer purchaser claims a repair or replacement of the Products pursuant to non-conformity (legal guarantee) in respect of the Customer who is acting as a professional reseller, Ultimate Rectifier shall indemnify the Customer by bearing the cost of the repair or replacement. In such case, the Customer shall provide all information and cooperate as reasonably necessary to effect the repair or replacement as soon as possible.

ARTICLE 9. | FORCE MAJEURE

1.   Ultimate Rectifier shall not be obliged to comply with any obligation under the Agreement if and for as long as it is prevented from doing so as a result of a circumstance that cannot be attributed to it under the law, a legal act or generally accepted practice (force majeure). In addition to the relevant definitions in the law and in case law, force majeure shall include transport restrictions, epidemics, pandemics, disease, fire, government measures, violent or armed actions, breakdowns in communication links or in equipment or software of Ultimate Rectifier or third parties.

2.   If and to the extent that the force majeure situation causes the performance of the Agreement to be permanently impossible or continues or will continue for more than three months, the Parties shall be entitled to dissolve the Agreement, without court intervention, with immediate effect.

3.   If Ultimate Rectifier has already partly fulfilled its delivery obligations upon the occurrence of the force majeure situation, or can only partly fulfil its delivery obligations, it shall be entitled to separately charge the part of the Agreement already delivered or still deliverable, as if it were a separate Agreement.

4.   Damage resulting from force majeure shall never be eligible for compensation, without prejudice to the application of the previous paragraph.

ARTICLE 10. | SUSPENSION AND DISSOLUTION

1.   Where the circumstances of the case reasonably justify such action, Ultimate Rectifier shall be entitled to suspend performance of the Agreement without court intervention or to dissolve the Agreement in full or in part with immediate effect, if and insofar as the Client fails to fulfill its obligations arising from the Agreement, or does not fulfill them in time or in full, or if, after entering into the Agreement, circumstances come to Ultimate Rectifier’s knowledge which give it good reason to fear that the Client will not fulfill its obligations. If it is not permanently impossible for the Customer to fulfill its obligations in respect of which it has failed or is at risk of failing, the right to dissolve the Agreement shall not arise until Ultimate Rectifier has given the Customer notice of default in writing, stating a reasonable period in which the Customer may (still) fulfill its obligations, and it has still failed to fulfill its obligations after the aforesaid period has expired.

2.   If the Customer is declared in a state of bankruptcy or has applied for a (provisional) suspension of payments, if any of his goods have been seized or if the Customer is otherwise unable to freely dispose of its assets, Ultimate Rectifier shall be entitled to terminate the Agreement with immediate effect and without court intervention, unless the Customer has already provided adequate security for the payment owed by it to Ultimate Rectifier and any payment that may be due.

3.   The Customer shall never claim any form of damages in relation to the right of suspension or termination exercised by Ultimate Rectifier.

4.   The Customer shall be obliged to compensate Ultimate Rectifier for any damage suffered as a result of the suspension or dissolution of the Agreement.

5.   If Ultimate Rectifier terminates the Agreement, all claims Ultimate Rectifier has on the Customer shall be immediately due and payable.

ARTICLE 11. | TERMS OF PAYMENT

1.   The Customer shall owe the full agreed price and delivery charges on advance payment, on the understanding that Ultimate Rectifier shall not oblige a Consumer to pay more than 50% of the agreed purchase price in advance. However, if the Consumer has already opted for advance payment of more than half of the purchase price, he will be bound by this choice.

2.   Ultimate Rectifier shall not be bound by the (continued) performance of the Agreement until the Customer has fulfilled all its payment obligations in respect of Ultimate Rectifier that are already due. In accordance with the provisions of Article 10, Ultimate Rectifier shall therefore be entitled, in the event of default of payment by the Customer, to suspend performance of the Agreement until the Customer has discharged its payment obligations.

3.   Payments shall be made in the manner indicated by Ultimate Rectifier and at the time indicated by Ultimate Rectifier or within the period stated by Ultimate Rectifier.

4.   Ultimate Rectifier shall be entitled to provide the invoice due to the Customer only by e-mail.

5.   In the event the Customer has been declared in a state of bankruptcy, has applied for a (provisional) suspension of payments, its goods have been seized, or in case the Customer cannot freely dispose of its assets in any other way, the claims against the Customer shall be immediately due and payable.

6.   If payment is not made in time, the Customer shall be in default by operation of law. From the day that the Customer is in default, the Customer shall owe interest of 2% per month on the outstanding amount, whereby part of a month shall be regarded as a full month. In deviation from the previous sentence, the contractual interest rate will be replaced by the statutory interest rate applicable at the time of the payment default if the Customer is a consumer.

7.   All reasonable costs, such as legal costs inside and outside a court and execution costs, incurred to obtain the amounts due by the Customer shall be borne by the Customer.

ARTICLE 12. | LIABILITY AND INDEMNIFICATION

1.   The Customer shall bear the damage caused by inaccuracies or incompleteness in the information provided by it for the performance of the Agreement, any other failure to comply with the Customer’s obligations under the law or the Agreement, as well as any other circumstance that cannot be attributed to the Ultimate Rectifier.

2.   Ultimate Rectifier shall not be liable for any defects of the Products caused by any circumstance referred to in Article 8.2.

3.   Ultimate Rectifier shall never be liable for indirect damage, including any loss suffered, loss of profits, injury or damage due to interruption in business operations. Without prejudice to the other provisions of these general terms and conditions and in particular the provisions of paragraph 5, Ultimate Rectifier shall only be liable in respect of the Customer for direct damage suffered by the Customer due to a attributable failure of Ultimate Rectifier to comply with its obligations under the Agreement. Attributable failure shall be understood to mean a shortcoming that a properly and carefully acting professional can and should avoid, with due allowance for normally applied vigilance and the professional knowledge and means required for performing the Agreement. Direct damage exclusively means:

–  the reasonable costs of determining the cause and extent of the damage, insofar as its establishment relates to damage that qualifies for compensation within the meaning of these general terms and conditions;

–  any reasonable costs incurred in order for Ultimate Rectifier’s defective performance to comply with the Agreement, insofar as such costs can be imputed to Ultimate Rectifier;

–  reasonable costs incurred to prevent or limit damage, insofar as the Customer demonstrates that these costs have resulted in limiting the direct damage within the meaning of these General Terms and Conditions.

4.   Should Ultimate Rectifier be liable for any damage, Ultimate Rectifier shall at all times be entitled to rectify such damage. The Customer shall give Ultimate Rectifier the opportunity to do so, failing which any liability of Ultimate Rectifier in this regard shall be cancelled.

5.   Ultimate Rectifier’s liability shall be limited at most to repair or replacement of the Products under the provisions of Article 8. Where repair or replacement is not possible, Ultimate Rectifier’s liability shall be limited to at most the invoice value of the Agreement, or at least that part of the Agreement to which Ultimate Rectifier’s liability relates.

6.   Without prejudice to the expiry periods referred to in Articles 7 and 8, the limitation period for all legal claims and any defense against Ultimate Rectifier shall be one year. In deviation from the preceding sentence, legal claims and any defense to which Consumers are entitled, based on facts that would justify the claim that a consumer purchase is not in accordance with the Agreement, shall lapse after two years.

7.   The Customer indemnifies Ultimate Rectifier against any claims by third parties who suffer damage in connection with the performance of the Agreement and whose cause is attributable to a party or parties other than Ultimate Rectifier.

8.   With respect to a consumer purchase, the limitations in this article do not extend beyond the provision under Book 7, Section 24 paragraph 2 of the Dutch Civil Code.

ARTICLE 13. | RETENTION OF TITLE

1.   All Products supplied by Ultimate Rectifier shall remain its property until the Customer has properly fulfilled all payment obligations under the relevant Agreement.

2.   The Customer is prohibited from selling, pledging or otherwise encumbering the Products subject to retention of title.

3.   If third parties seize the Products subject to the retention of title or wish to establish or assert rights to them, the Customer shall be obliged to inform Ultimate Rectifier as soon as possible.

4.   The Customer shall give Ultimate Rectifier or third parties designated by Ultimate Rectifier unconditional permission to enter all places where the Products subject to the retention of title are located. In the event of default on the part of the Customer, Ultimate Rectifier shall be entitled to take back the Products referred to here. All reasonable costs related to this shall be borne by the Customer.

5.   If, after the Products have been delivered to the Customer by Ultimate Rectifier, the Customer has fulfilled its obligations, the retention of title in respect of these Products shall be revived if the Customer fails to fulfil its obligations under any Agreement subsequently concluded.

ARTICLE 14. | GENERAL COMPLAINT PROCEDURE

1.   Without prejudice to the provisions of Article 7, complaints relating to the performance of the Agreement should be submitted to Ultimate Rectifier by e-mail within a reasonable time after the Customer has fully and clearly described the reasons for the complaint.

2.   Complaints submitted to Ultimate Rectifier shall be answered within a period of seven days after receipt. If a complaint requires a longer processing time, a response shall be given within the seven-day period, with a confirmation of receipt and an indication of when the Customer can expect a more detailed response.

3.   If the complaint, under a Distance Contract, cannot be resolved by mutual agreement, the Consumer may submit the dispute to the Disputes Committee by using the ODR platform (ec.europa.eu/consumers/odr/).

ARTICLE 15. | FINAL PROVISIONS

1.   Each Agreement and all resulting legal relationships between the Parties shall be governed exclusively by Dutch law.

2.   The parties shall not resort to the courts until they have made every effort to settle the dispute by mutual agreement.

3.   To the extent the law does not contain any imperative provisions to the contrary under the given circumstances of the case, only the competent court within the district of the court of Oost-Brabant will be the designated body to hear any legal disputes between the Parties.

 

4.   If these general terms and conditions are available in several languages, the Dutch version shall at all times be decisive with regard to the interpretation of the clauses contained in these general terms and conditions.