General terms and conditions



General terms and conditions of:


Partscenter Holland B.V.

Waalhaven Z.z. 6, Haven 2248

3088 HH Rotterdam


Chamber of Commerce registration no.: 24234887



Article 1:          Applicability, definitions


  1. These general terms and conditions apply to every offer and every purchase and sales agreement - whether or not made through the website - of Partscenter Holland B.V., trading as

Partscenter Holland, :trading as C&P U.S.A. Parts, trading as C&P Competition, trading as EI-Jay parts & more, established in Rotterdam, hereinafter referred to as "Partscenter Holland".

  1. The buyer is below referred to as "the other party".
  2. Various provisions in these general terms and conditions apply to a natural person acting outside his business or professional activity. In those provisions, the other party is referred to as "the consumer".
    1. "Offer" means: every offer by Partscenter Holland, whether or not in the form of a written offer.
    2. “Written" means: by letter, e-mail, fax or any other means of communication which, in view of the state of the art and the prevailing views in society, can be regarded as equivalent.
    3. "The website" means: the website of Partscenter Holland mentioned in paragraph 1.
      1. The possible inapplicability of (part of) a provision of these general terms and conditions does not affect the applicability of the other provisions.
      2. In the event of any discrepancy or inconsistency between these general terms and conditions and any translation, the Dutch text shall prevail.
      3. These general terms and conditions also apply to subsequent orders or partial orders resulting from the agreement.


Article 2:          Offer, prices


  1. Unless a period of validity is stated in/with an offer, this is a non-binding offer. Partscenter Holland may withdraw this offer at the latest within 2 working days after receipt of acceptance.
  2. The prices stated in an offer or pricelist are exclusive of VAT and any costs, such as transport costs, shipping costs, administration costs, trading costs and statements of expense of third parties engaged. The applicable VAT amount and any costs will be clearly stated for each product.
  3. A combined offer does not oblige Partscenter Holland to deliver a part of the offered goods for a corresponding part of the price.
  4. If the offer is based on information provided by the other party and this information turns out to be incorrect/incomplete or subsequently changes, Partscenter Holland may adjust the stated prices and/or delivery terms.
  5. The offer and prices do not automatically apply to repeat orders.
  6. The offer lapses if the item to which this offer relates is no longer available.







  1. Samples, models, specifications of colours, dimensions, weights and other descriptions in brochures, promotional material and/or on the website are shown and/or provided as accurately as possible, but are only intended as an indication. The other party cannot derive any rights from this.
  2. The provided samples and models remain the property of Partscenter Holland and will be returned to Partscenter Holland at its first request at the expense of the other party.
    1. a.   In case between the conclusion of the agreement and the execution of the agreement, (cost) price increasing circumstances occur for Partscenter Holland due to changes in laws and regulations, government measures, currency fluctuations or changes in the prices of necessary materials or raw materials, Partscenter Holland may increase the agreed prices accordingly and charge the other party.

b.      In case of price increases within 3 months after the conclusion of the agreement, the consumer may dissolve the agreement through a written statement. Unless the customer informs Partscenter Holland within 14 days after notification of the price change, Partscenter Holland may assume that the customer has agreed to this change.


Article 3:          Conclusion of agreements


  1. The agreement is made after the other party has accepted the offer of Partscenter Holland, even if such acceptance deviates on minor points from this offer. However, when this acceptance deviates on essential points, the agreement will only come into effect after Partscenter Holland has agreed to these deviations in writing.
    1. Partscenter Holland is only bound by:
      1. an order without a prior offer;
      2. verbal agreements;
        1. additions to or amendments of the general terms and conditions or agreement;

upon written confirmation to the other party or as soon as Partscenter Holland - without objection of the other party - has started with the execution of the order or agreements.

  1. Unless stated otherwise on the website, Partscenter Holland is only bound by an order through the website, after it has confirmed this in writing - whether or not through an automated message - to the other party.


Article 4:          Distance selling - cooling-off period, right of dissolution


  1. This article only applies to the consumer in the event of a distance sale within the meaning of Book 6, article 230g paragraph 1 of the Dutch Civil Code.
    1. With a distance sale, the consumer has a cooling-off period. Within this cooling-off period, the consumer may dissolve the agreement without stating any reason.
    2. The cooling-off period referred to in the previous paragraph shall be a period of 14 calendar days from the day on which the consumer or a third party designated by him (other than the carrier):
      1. received the item;
      2. has received the last item, if the consumer has ordered several items in one order and these items are delivered separately;
      3. has received the last shipment or the last part, if the delivery of one item consists of several shipments/components;

d.   has received the first item for a contract for the regular delivery of goods during a certain period of time.







  1. The dissolution takes place by a written communication from the consumer to Partscenter Holland, with or without the use of a model form provided by Partscenter Holland.
  2. By dissolution in accordance with the preceding paragraphs, any additional agreements shall also be dissolved by operation of law.
    1. The consumer has no right of rescission for the delivery of:
      1. specific items tailored to him or items that are clearly intended for a specific person;
      2. items that are not suitable for return for reasons of health protection or hygiene and whereby the seal has been broken after delivery;
      3. goods which, by their nature, have been irrevocably mixed with other goods after delivery.
      4. If the consumer wishes to return the delivered item because it does not comply with the arrangements made between the parties, the provisions of the complaint article shall apply.


Article 5:          Distance selling - return, refund


  1. Unless Partscenter Holland collects the delivered goods by itself, the consumer has to return the goods immediately - but in any case within 14 days after dissolution - in the original packaging, unused and for his own account and at his own risk to Partscenter Holland or a third party authorised by Partscenter Holland.
  2. At the latest within 14 calendar days after dissolution, Partscenter Holland will refund all amounts received from the consumer - under the terms of the relevant agreement - in the same way and in the same currency as used by the consumer.
    1. Partscenter Holland is not obliged to refund any additional costs that have been caused by the fact that the customer has explicitly chosen a delivery method other than the least expensive standard delivery method offered by Partscenter Holland.
      1. Unless Partscenter Holland collects the delivered goods by itself, the consumer can only claim a refund after Partscenter Holland has received the goods back or the consumer has shown that the goods have been returned by him, whichever time comes first.
      2. Partscenter Holland may refuse returned goods or only refund part of the payments received - from the consumer - if the goods are not in the original packaging, have been processed, used (beyond what is necessary to determine the nature, characteristics and performance of the goods) and/or damaged. Partscenter Holland will inform the consumer immediately upon receipt of the goods.
      3. The consumer is liable for the reduction in value of the item if his handling of the item has gone beyond what is necessary to establish its nature, characteristics and performance.
        1. The consumer shall never be liable nor be due any costs for the mere fact that he makes use of his right of dissolution.


Article 6:          Engagement of third parties


Partscenter Holland may have certain deliveries made by third parties as required by Partscenter Holland.


Article 7:          Obligations of the other party


  1. The other party makes sure that he provides all information necessary for the execution of the agreement to Partscenter Holland on time and as required by Partscenter Holland and that this information is correct and complete.


  1. Items delivered by Partscenter Holland can only be resold by the other party in the original packaging from Partscenter Holland or its supplier. The other party may not make any changes to the original packaging and must make sure to prevent damage.
  2. If the other party does not (timely) meet the above mentioned obligations, Partscenter Holland may suspend the execution of the agreement until the other party has met his obligations.

The relevant costs and other consequences are at the expense and risk of the other party.

  1. If the other party does not comply with his obligations and Partscenter Holland does not demand immediate compliance, this does not affect Partscenter Holland’s right to demand compliance subsequently.


Article 8:          Confidential information


  1. Partscenter Holland will observe confidentiality with regard to all information obtained from/about the other party under the terms of the conclusion and execution of the agreement. Partscenter Holland only provides this information to third parties as far as necessary for the execution of the agreement.
  2. Partscenter Holland takes all reasonable precautions to keep this information confidential. This duty of confidentiality also applies to its employees and third parties who are involved in the performance of the agreement under its responsibility.
  3. If the information relates to personal data in the sense of the General Data Protection Regulation, Partscenter Holland will process the information in accordance with this regulation and report any breaches of the security of the information also in accordance with this regulation.
  4. The duty of confidentiality does not apply if Partscenter Holland has to disclose confidential information as a result of laws and/or regulations or a court ruling and cannot rely on a legal right or a right permitted by court to refuse disclosure. This exception also applies to the employees/third parties referred to in paragraph 2.


Article 9:          Delivery, delivery times


  1. Agreed delivery times are never deadlines. In case Partscenter Holland does not (timely) fulfil its obligations, the other party has to give it notice of default in writing and give it a reasonable period of time to fulfil such obligations.
  2. An agreed term starts from the moment Partscenter Holland has received all necessary information for the delivery and any agreed (pre)payment from the other party. Should this cause any delays, the time limit shall be extended proportionately.
    1. Partscenter Holland may deliver in parts and invoice each partial delivery separately.
    2. The risk for the items to be delivered is transferred to the other party from the moment they leave the premises, warehouse or shop of Partscenter Holland or Partscenter Holland has informed him that the items can be collected.
      1. Shipment or transport of the goods takes place at the expense and risk of the other party and in a way to be determined by Partscenter Holland. Partscenter Holland is not liable for damage of any kind related to shipping or transport.
      2. Unless the parties agree on a different time frame, delivery to the consumer is subject to a maximum period of 30 days after the conclusion of the agreement. In this respect, the risk passes to the consumer from the moment at which the goods are actually available to him/the third party designated by him (not being the carrier). If the consumer himself appoints the carrier (not a carrier proposed by Partscenter Holland), the risk is transferred to him upon receipt of the goods by this carrier. Shipment or transport is at the expense of the consumer.
      3. If, due to a cause within the other party's risk, it turns out to be impossible to deliver the ordered goods (in the agreed manner) to the other party, or if these goods are not collected,







Partscenter Holland may store the goods at the expense and risk of the other party. The other party enables Partscenter Holland to deliver or collect the goods within a reasonable period of time set by Partscenter Holland.

  1. If, after the aforementioned reasonable period of time, the other party fails to comply with its purchase obligation, he shall be immediately in default. Partscenter Holland is allowed to dissolve the agreement with immediate effect through a written statement and sell the goods to third parties without being obliged to pay damages, costs and interest. This does not affect the obligation of the other party to compensate possible (storage) costs, damage and loss of profit of Partscenter Holland and/or the right of Partscenter Holland to claim fulfilment.


Article 10:        Packaging


  1. Packaging for the purpose of multiple use remains the property of Partscenter Holland and may not be used by the other party for purposes other than the purpose it is meant for.
    1. Partscenter Holland decides whether the other party must return the packaging or collect it by himself and at whose expense this must take place.
    2. Partscenter Holland may charge a deposit to the other party for the packaging. If the packaging is returned by the other party carriage paid within the agreed period of time, Partscenter Holland will take back the packaging. The deposit will then be refunded to the other party or offset against the deposit for the packaging of a subsequent delivery. Partscenter Holland may deduct 10% handling costs from the amount to be refunded or offset.
      1. If the packaging is damaged, incomplete or destroyed, the other party is liable for such damage and his right to a refund of the deposit will be cancelled. If the damage exceeds the charged deposit, Partscenter Holland does not have to take back the packaging. It may then charge these to the other party at cost price, less the deposit paid by the other party.
        1. Partscenter Holland is allowed to leave packaging intended for single use with the other party. Any costs for disposal will then be for the account of the other party.


Article 11:        Complaints


  1. The other party inspects the delivered goods immediately after receipt and mentions any visible defects, malfunctions, damages and/or deviations in numbers on the waybill or accompanying receipt or - failing that - reports these in writing to Partscenter Holland within 2 working days. If such complaints are not reported in a timely manner, the goods shall be deemed to have been received in good condition and to comply with the agreement.
  2. Partscenter Holland must be notified of other complaints by the other party in writing immediately after discovery - and at the latest within the agreed guarantee period. All consequences of not immediately reporting are at the risk of the other party. If no guarantee period has been agreed, a period of 1 year after delivery applies.
    1. In the absence of a timely complaint, it is not possible to appeal to an agreed guarantee.
    2. If ordered goods can only be delivered in (wholesale) packaging in stock at Partscenter Holland or in minimum volumes or quantities, the goods may show minor - in the industry accepted - deviations with regard to the given weights, contents, quantities, colours and sizes. Such deviations are not a shortcoming on the part of Partscenter Holland and no guarantee can be appealed to.
    3. Complaints do not suspend the other party's payment obligation.
    4. The previous paragraph does not apply to consumers.








  1. The other party shall allow Partscenter Holland to investigate the complaint and provides all relevant information. If return shipment is necessary for the investigation, this will be at the expense of the other party, unless the complaint turns out to be valid afterwards. The transport risk is always for the account of other party.
  2. Return shipment takes place in a way to be determined by Partscenter Holland and in the original packaging or packaging.
    1. Complaints cannot be submitted regarding:
      1. imperfections or properties of items made of natural materials, if these imperfections or properties are inherent to the nature of the materials;
        1. discolorations and slight differences in colour between them;
          1. goods which, after receipt by the other party, have changed in nature and/or composition or have been wholly or partly processed.


Article 12:        Guarantees


  1. Partscenter Holland executes the agreed deliveries properly and in accordance with the standards applicable in its branch, but never gives a guarantee beyond the provisions explicitly agreed.
    1. During the guarantee period Partscenter Holland guarantees the usual quality and solid standard of the delivered goods.
    2. If a guarantee has been issued by the manufacturer or supplier for the goods delivered by Partscenter Holland, that guarantee applies in the same way between parties. Partscenter Holland will inform the other party with respect to this.
      1. In case the purpose for which the other party wants to treat, process or use the items deviates from their usual purpose, Partscenter Holland only guarantees that the items are suitable for this purpose, if it has confirmed this in writing to the other party.
      2. The guarantee cannot be appealed to as long as the other party has not yet paid the agreed price for the goods.
        1. The previous paragraph does not apply to consumers.
        2. In case of a valid claim on the guarantee, Partscenter Holland will - at its discretion - repair or replace the items free of charge or provide a refund or discount on the agreed price. In the event of additional damage, the provisions of the liability article shall apply.
        3. The consumer may at all times opt for free repair or replacement of the items, unless this cannot reasonably be demanded of Partscenter Holland. In the latter case, the consumer may dissolve the agreement by written statement or demand a discount on the agreed price.


Article 13:        Liability


  1. Apart from the explicit agreed guarantees or those explicitly provided by Partscenter Holland, Partscenter Holland does not accept any liability.
  2. Partscenter Holland is only liable for direct damage. Any liability for consequential damage, such as business damage, loss of profit and/or suffered loss, delay damage and/or personal or bodily injury, is explicitly excluded.
  3. The other party shall take all necessary measures to prevent or limit the damage.
    1. In case Partscenter Holland is liable, the compensation obligation is always limited to a maximum of the amount that is paid out by her insurer.









If the insurer does not pay out or the damage is not covered by an insurance taken out by Partscenter Holland, the compensation obligation is limited to a maximum of the invoice amount for the delivered goods.

  1. At the latest within 6 months after he became aware or could have become aware of the damage suffered by him, the other party has to notify Partscenter Holland.
  2. Contrary to the previous paragraph, a period of one year applies to the consumer.
    1. Partscenter Holland is not liable - and the other party cannot appeal to the applicable guarantee - if the damage is caused by:
      1. incompetent use, use contrary to the purpose of the delivered goods or use contrary to the instructions, advice, user instructions, etc. provided by/on behalf of Partscenter Holland;
      2. incompetent custody (storage) or maintenance of the goods;
        1. errors or incompleteness in the information provided to Partscenter Holland by or on behalf of the other party;
        2. directions or instructions from/on behalf of the other party;
        3. or as a result of a choice of the other party that deviates from Partscenter Holland’s advice and/or from customary usage;
        4. or because the other party or third parties on his behalf have carried out (repair) work or operations on the delivered goods, without explicit prior consent of Partscenter Holland.
        5. In the cases listed in the previous paragraph, the other party is fully liable for the resulting damage and indemnifies Partscenter Holland for possible claims of third parties.
        6. The limitations of liability included in this article do not apply if the damage is due to intent and/or deliberate recklessness of Partscenter Holland or the executive staff at management level or if mandatory legal provisions are opposed to this.

Only in these cases Partscenter Holland will indemnify the other party for possible claims of third parties.


Article 14:        Payment


  1. Partscenter Holland may at all times request a (partial) prepayment or other security for payment. The requested prepayment for consumers is a maximum of 50% of the agreed price.
  2. For orders via the website, payment takes place in the manner indicated on the website, unless parties agree otherwise in writing.
  3. Payment must be made within an expiry period of 30 days after the invoice date, unless the parties have agreed on a different payment term in writing. The invoice is deemed to be correct if no objection is made within this payment term.
  4. In case an invoice has not been paid in full or a direct debit has not taken place after the expiration of the term referred to in the previous paragraph, the other party shall be due to Partscenter Holland a default interest of 2% per month, to be calculated cumulatively on the principal amount. Parts of a month are counted as a full month.
    1. In the aforementioned situation, the consumer is subject to default interest of 6% on an annual basis, unless the statutory interest rate is higher. In that case, the legal interest rate applies.
    2. In case payment is still not received after a reminder, Partscenter Holland is allowed to charge the other party extrajudicial collection costs of 15% of the invoice amount with a minimum of € 40.00.
    3. Partscenter Holland allows the consumer a term of at least 15 days to pay in said reminder. If payment fails again, the extrajudicial collection costs for the consumer will be:







  1. 15% of the amount of the principal sum on the initial € 2,500.00 of the claim (with a minimum of € 40.00);
    1. 10% of the amount of the principal sum on the next € 2,500.00 of the claim;
      1. 5% of the amount of the principal sum on the next € 5,000.00 of the claim;
      2. 1% of the amount of the principal sum on the next € 190,000.00 of the claim;
        1. 0.5% of the excess of the principal sum,

with an absolute maximum of € 6,775.00.

  1. For the calculation of the extrajudicial collection costs, Partscenter Holland is allowed to increase the principal amount of the claim after one year by the default interest accrued in that year.
  2. If full payment is not received, Partscenter Holland is allowed to dissolve the agreement, without further notice of default, through a written statement or to suspend its obligations from the agreement, until payment has been received or a proper security has been provided. Partscenter Holland also has the aforementioned right of suspension if it has valid reasons to doubt the creditworthiness of the other party/consumer even before the other party/consumer is in default of payment.
    1. Partscenter Holland will first deduct any received payments from all due interest and costs and then from the due and payable invoices that have been outstanding the longest, unless it is stated in writing at the time of payment that this is related to a later invoice.
    2. The other party is not allowed to offset Partscenter Holland's claims against any counterclaims he has on Partscenter Holland. This also applies if the other party applies for (provisional) suspension of payment or is declared bankrupt.
      1. The previous paragraph does not apply to consumers.


Article 15:        Retention of title


  1. All items delivered/to be delivered according to the agreement remain Partscenter Holland’s property until the other party has fulfilled all his payment obligations.
  2. These payment obligations consist of the payment of the purchase price of the goods, plus claims for work performed in connection with the delivery and claims due to an attributable shortcoming on the part of the other party, such as claims for damages, extrajudicial collection costs, interest and any penalties.
  3. In the case of delivery of identical, non-identifiable goods, the consignment belonging to the oldest invoices shall be deemed to have been sold first. The retention of title is therefore always vested in all delivered goods that are still present in stock, in the shop and/or assets of the other party when the retention of title is invoked.
  4. The other party may resell the goods with respect to its normal business operations, provided that it also stipulates a retention of title on these goods with its customers.
    1. As long as the goods are subject to retention of title, the other party may not pledge them in any way or bring them under the effective control of a financier.
    2. The other party informs Partscenter Holland immediately in writing if third parties claim to have property or other rights on the items.
    3. As long as the other party has the items in his possession, he must keep these carefully and as identifiable property of Partscenter Holland.
    4. The other party shall take out such business or contents insurance that goods delivered subject to retention of title are co-insured at all times. He must give Partscenter Holland on its first request access to the insurance policy and corresponding premium payment certificates.
    5. In case the other party acts contrary to this article or Partscenter Holland appeals to the retention of title, Partscenter Holland and its employees are allowed to enter the premises of the other party and take back the goods. This shall not affect Partscenter Holland's rights to



compensation for damage, loss of profit and interest nor the right not to dissolve the agreement without further notice through a written statement.


Article 16:        Right of retention


  1. Partscenter Holland may suspend the return of goods of the other party, which it has in its possession for assembly, maintenance or repair, if and during the period that the other party:
    1. has not (fully) paid the costs of (previous) activities on these matters;
    2. has not (fully) paid other due and payable claims resulting from the contractual relationship with Partscenter Holland.
    3. Partscenter Holland is not liable for any damage - of any nature - resulting from the exercised right of retention.


Article 17:        Bankruptcy, absence of power of disposition, etc.


  1. Partscenter Holland may dissolve the agreement without further notice of default through a written statement to the other party at the time the other party:
    1. is declared bankrupt or has been filed for bankruptcy;
    2. applies for (provisional) suspension of payment;
      1. has received a garnishment order;
      2. under guardianship or administration;
        1. otherwise loses the power of disposal or legal capacity with regard to (parts of) his assets.
        2. The other party shall at all times inform the trustee or administrator about the (content of the) agreement and these general terms and conditions.


Article 18:        Force majeure


  1. In case of force majeure on the part of the other party or Partscenter Holland, the latter is allowed to dissolve the agreement by a written statement to the other party or to postpone the fulfilment of its obligations in respect of the other party for a reasonable period of time without being held to any compensation.
  2. Force majeure of Partscenter Holland means: a non-attributable shortcoming of Partscenter Holland, of third parties or suppliers or other serious reasons on its part.
    1. A force-majeure situation with Partscenter Holland occurs in the following circumstances: war, riots, mobilisation, domestic and foreign riots, government measures, strikes or the risk of strikes within the organisation of Partscenter Holland and any such circumstances, disruption of the exchange rates existing at the time the agreement is entered into, business interruptions due to fire, burglary, sabotage, loss of electricity, internet or telephone connections or activities of cyber criminals as a result of which the website is not (fully) available, natural phenomena, (natural) disasters, etc., as well as due to weather conditions, road blocks, accidents, import and export impeding measures, etc., transport difficulties and delivery problems.
    2. If the force majeure situation occurs when the agreement is already partially executed, the other party has to fulfil his obligations in respect of Partscenter Holland up to that moment.


Article 19:        Cancellation; suspension


  1. This article does not apply to a dissolution within the statutory cooling-off period as referred to in Article 4.







  1. In case the other party wants to cancel the agreement prior to or during the execution, Partscenter Holland is allowed to ask the other party for a fixed compensation for all costs made and damage suffered by the cancellation, including loss of profit. At Partscenter Holland's choice and depending on the deliveries already made, this compensation amounts to 20 to 100% of the agreed price.
    1. The other party indemnifies Partscenter Holland for claims of third parties resulting from the cancellation.
    2. Partscenter Holland may offset the compensation due against all amounts paid by the other party and any counterclaims of the other party.
    3. In case of suspension of delivery/ies at request of the other party, the fee for all deliveries made is immediately due and Partscenter Holland is allowed to charge the other party with this. This also applies to costs already incurred or costs resulting from the suspension.
      1. Costs for Partscenter Holland resulting from the resumption of delivery/ies, are for the account of the other party. In case the execution of the agreement cannot be resumed after the suspension, Partscenter Holland is allowed to dissolve the agreement by a written statement to the other party.


Article 20:        Applicable law, competent court


  1. The agreement concluded between the parties is exclusively governed by Dutch law.
    1. The applicability of the Vienna Sales Convention (CISG) is expressly excluded.
    2. Any disputes shall be submitted to the competent court in the place of establishment of Partscenter Holland, however, Partscenter Holland always reserves the right to submit the dispute to the competent court in the place of establishment of the other party.
    3. Irrespective of Partscenter Holland’s choice, the consumer always retains the right to submit the dispute to the legally competent court. The consumer must notify Partscenter Holland of its choice within one month after receipt of the writ of summons.
      1. If the other party is established outside the Netherlands, Partscenter Holland may choose to submit the dispute to the competent court in the country or state where the other party is established.


Date: 8 February 2019