Terms of Service
GENERAL B2B SALES AND DELIVERY
TERMS AND CONDITIONS
Temporary Benelux Dealer Shop
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Version |
19-08-2026 |
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Supplier |
Dynamic Bike Care B.V. |
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Address |
Lulofsstraat 55, unit 25 |
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Chamber of Commerce |
77626613 |
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VAT |
NL861070483B01 |
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b2b@dynamicbikecare.com |
Exclusively for business transactions with professional Dealers. Not intended for consumers.
1. Applicability and B2B nature
1.1 These general B2B sales and delivery terms and conditions ("Terms") apply to all offers, orders, sales and deliveries by Dynamic Bike Care through its temporary Benelux B2B webshop ("Dealer Shop") and to all related agreements between Dynamic Bike Care and the business customer ("Dealer").
1.2 The Dealer Shop is intended exclusively for businesses and professional customers that: a. act in the course of a profession or business; b. are established in the Netherlands, Belgium or Luxembourg; c. have a demonstrable professional or commercial relevance to the bicycle, two-wheeler, sports or mobility sector, or to a professional activity that is reasonably related thereto; and d. have been registered and approved in advance by Dynamic Bike Care as a Dealer in accordance with Article 4.
1.3 The Dealer Shop is not intended for consumers or for natural persons or businesses that purchase products primarily for private use.
1.4 By registering and with each order, the Dealer confirms that it is acting in the course of a profession or business and that the purchase is for business purposes.
1.5 Any general purchasing terms and conditions, terms and conditions of the Dealer or other terms and conditions of third parties are expressly rejected, unless Dynamic Bike Care has expressly accepted their applicability in writing in advance.
1.6 Deviations from these Terms are valid only if confirmed in writing by Dynamic Bike Care.
2. Temporary nature of the Dealer Shop
2.1 The Dealer Shop is expressly set up as a temporary facility for direct supply to selected business Dealers in the Netherlands, Belgium and Luxembourg.
2.2 The Dealer acknowledges and accepts that the Dealer Shop does not constitute a permanent distribution channel and that Dynamic Bike Care makes no commitment regarding its duration or permanent availability.
2.3 The Dealer Shop has been set up, among other things, to temporarily safeguard product availability for Dealers pending the further development of distribution and market coverage in the Benelux.
2.4 Registration, approval as a Dealer, access to the Dealer Shop, repeat orders and/or purchasing directly from Dynamic Bike Care for an extended period expressly do not result in: a. a distribution agreement for a fixed or indefinite term; b. an agency, franchise, concession or similar continuing agreement; c. an exclusive or protected sales territory; d. an exclusive or permanent right to purchase products directly from Dynamic Bike Care; e. an obligation on Dynamic Bike Care to accept future orders; f. a minimum supply, minimum purchase or continuity obligation; g. a permanent right of access to the Dealer Shop; h. a right to act as an exclusive or official distributor of Dynamic Bike Care; or i. an entitlement to future direct supply by Dynamic Bike Care.
2.5 Unless expressly agreed otherwise in writing, each order accepted by Dynamic Bike Care constitutes a separate sales agreement.
2.6 The fact that Dynamic Bike Care accepts successive orders from a Dealer over a certain period does not constitute a commitment that it will continue to accept future orders.
3. Modification or termination of the temporary sales channel
3.1 Due to its expressly temporary nature, Dynamic Bike Care may decide to modify, suspend or terminate the Dealer Shop in whole or in part if there is a reasonable commercial, strategic, legal, technical or operational basis for doing so.
3.2 Such grounds include, among other things: a. the appointment or reappointment of a distributor, importer, wholesaler or other commercial partner for the Netherlands, Belgium and/or Luxembourg; b. a change in Dynamic Bike Care's distribution strategy or market approach; c. reorganisation of commercial or logistics activities; d. transferring direct Dealer supplies to a third party; e. insufficient commercial need to continue the Dealer Shop; f. technical, legal or operational circumstances that make continuation more difficult; or g. other circumstances as a result of which Dynamic Bike Care can no longer reasonably be required to continue this temporary direct sales channel.
3.3 To the extent reasonably possible, Dynamic Bike Care will inform Dealers in advance of a material change to or termination of the Dealer Shop.
3.4 If circumstances reasonably permit, Dynamic Bike Care aims to provide at least fourteen (14) calendar days' notice before the date on which no new orders can be placed through the Dealer Shop. This period does not apply if an immediate or faster change is necessary due to force majeure, legal obligations, product safety, serious technical problems, insolvency or default of a service provider involved, or other circumstances in which a prior notice period is not reasonably possible.
3.5 Upon termination or modification of the Dealer Shop, Dynamic Bike Care may determine that, from an announced date, no new orders may be placed directly with Dynamic Bike Care.
3.6 Orders already accepted and paid for by Dynamic Bike Care before that date will, in principle, be performed in accordance with the agreed terms.
3.7 If Dynamic Bike Care appoints a distributor, importer or other commercial partner, it may refer Dealers to that party for future orders.
3.8 Dynamic Bike Care does not guarantee that a newly appointed distributor or commercial partner: a. applies the same purchase prices; b. applies the same discounts; c. carries the same range; d. applies the same payment or delivery terms; e. applies the same minimum order value; or f. accepts every existing Dynamic Bike Care Dealer as a customer.
3.9 To the extent permitted by law, the modification or termination of the Dealer Shop as such does not create any right to compensation for loss of future turnover, profit, goodwill, clientele, investments or expected future direct supplies.
3.10 The foregoing is without prejudice to any rights that cannot be excluded under mandatory law.
4. Dealer status, registration, admission and account
4.1 Access to the Dealer Shop is possible only after prior registration and express approval by Dynamic Bike Care. Registration alone does not create any right to access, approval or supply.
4.2 Dynamic Bike Care assesses whether an applicant falls within the professional target group for which the Dealer Shop is intended. This assessment may include, among other things: a. the nature and actual business activities of the business; b. the connection of those activities with the bicycle, two-wheeler, sports or mobility sector or a related professional market; c. resale of bicycle, maintenance, sports or mobility products; d. professional maintenance, repair or service activities; e. professional use of the products within a relevant business activity; f. physical and/or online retail activities; g. the website and other public business information; h. business registration and VAT registration; and i. other objective information that is reasonably relevant to determining whether the business falls within the intended professional target group.
4.3 Merely having a Chamber of Commerce number, business registration number, VAT number or other business registration does not create any right to admission to the Dealer Shop.
4.4 Dynamic Bike Care may reject an application if it cannot reasonably be established that the business falls within the intended professional target group.
4.5 An application may also be rejected if there are reasonable indications that registration is primarily intended to purchase products for private use or other non-professional own use on business terms.
4.6 Dynamic Bike Care will apply its admission criteria in an objective and non-discriminatory manner.
4.7 Approval as a Dealer means only that the Dealer is granted access, at that time, to the temporary direct sales channel. Approval does not constitute recognition as an exclusive, permanent or official distributor, representative, agent or franchisee of Dynamic Bike Care.
4.8 Dynamic Bike Care may periodically verify whether the Dealer still meets the admission criteria and may reasonably request up-to-date business information for that purpose.
4.9 The Dealer must notify Dynamic Bike Care of changes relevant to its Dealer status, including cessation or material changes to its business activities.
4.10 The account is linked to the registered business and may not be made available to another business or third party without Dynamic Bike Care's prior written consent.
4.11 The Dealer is responsible for keeping its login credentials confidential.
4.12 Dynamic Bike Care may suspend or terminate access to the Dealer Shop if: a. the Dealer does not or no longer meets the admission criteria; b. incorrect, incomplete or misleading information was provided during registration; c. the account is used primarily for private or non-professional purchases; d. there are overdue payments; e. there is reasonably suspected fraud or misuse; f. the Dealer materially breaches these Terms; g. product safety or compliance considerations require this; or h. the Dealer Shop is modified or terminated in accordance with Article 3.
5. Offers, orders and formation of the agreement
5.1 The listing of products, prices and availability in the Dealer Shop constitutes an invitation to approved Dealers to place an order and not an irrevocable offer by Dynamic Bike Care.
5.2 By placing an order, the Dealer makes an offer to purchase the relevant products subject to these Terms.
5.3 After placing an order, the Dealer will in principle receive an electronic acknowledgement of receipt. An automatically generated acknowledgement of receipt does not necessarily mean that the order has already been finally accepted by Dynamic Bike Care.
5.4 Dynamic Bike Care will accept or reject an order within a reasonable period.
5.5 Before acceptance, Dynamic Bike Care may reject an order in whole or in part if there is a reasonable ground for doing so, including: a. insufficient stock; b. an obvious pricing or system error; c. the product is no longer available; d. an outstanding payment obligation exists; e. there is a reasonable credit, fraud or compliance risk; f. the order is unusual in view of the Dealer's normal business profile; g. legal or product safety restrictions apply; or h. delivery cannot reasonably be performed.
5.6 An agreement is finally concluded when Dynamic Bike Care expressly accepts the order or actually commences performance thereof.
5.7 If advance payment has been made and Dynamic Bike Care does not accept the order, the amount already paid for the unaccepted part will be refunded.
6. Products, product information and range
6.1 Dynamic Bike Care may change the range offered in the Dealer Shop for future orders.
6.2 Dynamic Bike Care is not obliged to keep specific products permanently available.
6.3 Product images, descriptions and technical information are compiled with reasonable care.
6.4 Minor deviations in, among other things, packaging, colour, design or product presentation that do not materially affect normal functionality or the agreed essential characteristics do not constitute a breach.
6.5 Obvious writing, calculation, pricing, image or system errors are not binding on Dynamic Bike Care.
6.6 If it should reasonably have been clear that an error had occurred, the Dealer cannot claim delivery at the incorrectly displayed price or specification.
7. Prices and taxes
7.1 All prices stated in the Dealer Shop are business net prices and exclude VAT, unless expressly stated otherwise.
7.2 Any shipping costs or other applicable charges are displayed before completion of the order or agreed separately.
7.3 Dynamic Bike Care may change prices for future orders that have not yet been accepted.
7.4 The price of an order already accepted by Dynamic Bike Care will not be changed unilaterally, except: a. to correct an obvious error that the Dealer could reasonably have recognised; or b. for a change resulting directly from a statutory tax, levy or other mandatory government measure that becomes applicable after acceptance.
7.5 Consumer recommended retail prices, recommended resale prices or similar price indications communicated by Dynamic Bike Care are non-binding recommendations only.
7.6 The Dealer independently determines its resale price to its customers.
8. Payment
8.1 Unless otherwise agreed in writing in advance, sales through the Dealer Shop are made on the basis of advance payment.
8.2 Orders must be paid in full in advance using a payment method offered by Dynamic Bike Care, unless Dynamic Bike Care has expressly agreed another payment arrangement with the Dealer in writing in advance.
8.3 If another payment arrangement has been agreed in writing, the payment terms and payment period set out in that arrangement or on the relevant invoice apply.
8.4 If the Dealer exceeds an agreed payment term, the applicable statutory commercial interest is due from the due date, without a separate notice of default being required to the extent permitted by law.
8.5 The Dealer is also liable for reasonable extrajudicial collection costs in accordance with applicable law.
8.6 If the Dealer fails to pay amounts on time, Dynamic Bike Care may reasonably suspend further deliveries not yet performed until the due amounts have been paid.
8.7 The Dealer is not entitled to set-off or suspension, except to the extent that such right cannot be excluded under mandatory law or the relevant counterclaim has been acknowledged in writing by Dynamic Bike Care or has been irrevocably established by a court.
9. Delivery
9.1 Delivery takes place at the delivery address specified by the Dealer and accepted by Dynamic Bike Care.
9.2 The Dealer Shop is intended for deliveries in the Netherlands, Belgium and Luxembourg.
9.3 The Dealer is responsible for providing the delivery address correctly and completely.
9.4 Stated delivery times are indicative unless a binding delivery deadline has expressly been agreed in writing.
9.5 A reasonable overrun of an indicative delivery time does not automatically entitle the Dealer to compensation or cancellation.
9.6 Dynamic Bike Care may deliver an order in instalments if this is reasonable and does not disproportionately disadvantage the Dealer.
9.7 If it is demonstrably impossible to perform an order, Dynamic Bike Care will inform the Dealer and, to the extent already paid and not delivered, refund the relevant purchase amount.
10. Risk and retention of title
10.1 Unless otherwise agreed in writing, the risk of loss of or damage to the products passes to the Dealer upon delivery at the agreed delivery address.
10.2 To the extent permitted by applicable law, all delivered products remain the property of Dynamic Bike Care until the Dealer has paid all amounts owed in respect of the relevant products.
10.3 As long as title has not yet passed, the Dealer may resell the products in the ordinary course of its business.
10.4 The Dealer may not pledge products subject to retention of title or provide them as security to third parties outside the ordinary course of business.
10.5 To the extent that additional formalities are required for the validity or exercise of retention of title in the country where the products are located, the Dealer will cooperate with such formalities at Dynamic Bike Care's reasonable request.
11. Inspection upon delivery and complaints
11.1 Upon receipt, the Dealer must inspect the delivery within reasonable limits for: a. visible transport damage; b. quantities; c. identity of the delivered products; and d. other immediately observable deviations.
11.2 Visible transport damage, shortages or incorrect deliveries must be reported to Dynamic Bike Care in writing as soon as possible and preferably within five (5) working days after delivery.
11.3 Where reasonably possible, a report must include: a. the order or invoice number; b. a description of the deviation; c. the quantity of affected products; and d. photographs where relevant.
11.4 Non-visible defects must be reported to Dynamic Bike Care within a reasonable period after discovery or after the Dealer should reasonably have discovered them.
11.5 A complaint does not release the Dealer from other payment obligations relating to undisputed deliveries.
12. Returns
12.1 The Dealer Shop is exclusively a B2B sales channel. Accordingly, no consumer right of withdrawal applies.
12.2 Non-defective products may only be returned after Dynamic Bike Care has given prior written approval.
12.3 Dynamic Bike Care may impose reasonable conditions on a voluntarily accepted return, including conditions relating to: a. the return period; b. unopened or saleable condition; c. original packaging; d. transport costs; and e. administrative or logistics costs, provided these are disclosed in advance.
12.4 This Article does not limit any rights the Dealer has in respect of demonstrably defective or incorrectly delivered products.
13. Conformity and warranty
13.1 Dynamic Bike Care warrants that, upon delivery, the products substantially comply with the agreed specifications and the statutory product requirements applicable to Dynamic Bike Care.
13.2 Any manufacturer's warranty or commercial warranty applies in accordance with the relevant warranty terms.
13.3 A warranty or claim in respect of a defect may be limited if the defect is demonstrably caused by: a. incorrect or improper use; b. use contrary to product or safety instructions; c. normal wear and tear; d. incorrect storage; e. damage after the transfer of risk; f. unauthorised modification or repair; or g. other external circumstances for which Dynamic Bike Care is not responsible.
13.4 The Dealer may not promise a broader warranty on behalf of Dynamic Bike Care than Dynamic Bike Care actually provides.
13.5 If the Dealer independently provides an additional commercial warranty to its customer, this is done at the Dealer's own expense and responsibility, unless Dynamic Bike Care has confirmed otherwise in writing.
14. Product safety, complaints and recalls
14.1 The Dealer handles, stores, presents and sells the products in accordance with applicable product safety regulations and the instructions provided by Dynamic Bike Care.
14.2 The Dealer must inform Dynamic Bike Care without delay if it becomes aware of: a. a potentially serious safety issue; b. an accident or incident in which a product may be involved; c. repeated complaints that may indicate a structural product issue; or d. a request or measure by a market surveillance authority relating to a product.
14.3 If Dynamic Bike Care or a competent authority initiates a warning, sales stop, corrective action or recall for product safety reasons, the Dealer will cooperate to the extent reasonably necessary.
14.4 At reasonable request, the Dealer will provide information necessary for product traceability and the performance of statutory product safety obligations.
15. Resale and competition law
15.1 The Dealer acts as an independent business.
15.2 The Dealer independently determines its resale prices.
15.3 Recommended resale prices provided by Dynamic Bike Care are recommendations only and are not binding.
15.4 The Dealer does not acquire territorial exclusivity or an exclusively allocated customer base solely by being admitted to the Dealer Shop.
15.5 Nothing in these Terms is intended to restrict the Dealer's independent commercial freedom in a manner contrary to applicable Dutch, Belgian, Luxembourg or European competition law.
15.6 If a provision of these Terms proves to be contrary to mandatory competition law, that provision will be disapplied or limited only to the extent necessary to remove the conflict.
16. Intellectual property and use of trademarks
16.1 All intellectual property rights in, among other things: a. trademarks; b. logos; c. product names; d. images; e. texts; f. product designs; g. documentation; and h. marketing materials remain the property of Dynamic Bike Care or its licensors.
16.2 The Dealer receives only a limited, non-exclusive and non-transferable right to use materials made available by Dynamic Bike Care for the legitimate promotion and resale of genuine Dynamic Bike Care products.
16.3 The Dealer may not use trademarks or statements that falsely create the impression that the Dealer: a. is an exclusive distributor; b. is an official national representative; c. is an agent of Dynamic Bike Care; d. is part of Dynamic Bike Care; or e. is authorised to enter into obligations on behalf of Dynamic Bike Care.
16.4 Upon termination of the trading relationship, or where Dynamic Bike Care has reasonable grounds to do so, the Dealer will, upon request, cease using promotional material provided by Dynamic Bike Care for which there is no longer a valid basis for use.
16.5 This is without prejudice to reasonable trademark use in relation to lawfully acquired genuine stock to the extent permitted by law.
17. Liability
17.1 Dynamic Bike Care is liable for direct loss to the extent that such loss is the direct result of an attributable failure by Dynamic Bike Care.
17.2 To the extent permitted by law, Dynamic Bike Care is not liable for indirect loss, including: a. consequential loss; b. loss of profit; c. loss of turnover; d. loss of goodwill; e. lost savings; f. business interruption; or g. loss of future business opportunities, insofar as such loss does not constitute the reasonably foreseeable direct consequence of a failure for which such a limitation is not permitted under applicable law.
17.3 To the extent permitted by law, Dynamic Bike Care's total liability in connection with an order is limited to the net invoice amount of the part of the order to which the loss relates.
17.4 If and to the extent that Dynamic Bike Care's liability insurance actually pays a higher amount in the relevant case, liability is limited to no more than the insurance amount paid out, plus any applicable deductible.
17.5 The limitations and exclusions of liability in these Terms do not apply: a. in the event of intent or deliberate recklessness on the part of Dynamic Bike Care's management; b. to the extent that liability may not be excluded or limited under mandatory law; c. to the extent that a limitation would relate to an essential contractual obligation and application of the limitation would, in the circumstances, be manifestly unreasonable or impermissible; or d. to the extent that applicable law does not permit limitation of liability for gross negligence or a comparable serious breach.
17.6 The Dealer must take reasonable measures to prevent or limit loss.
18. Force majeure
18.1 Dynamic Bike Care is not liable for failure or delay in performing obligations to the extent caused by circumstances beyond its reasonable control.
18.2 Depending on the circumstances, force majeure may include, among other things: a. natural disasters; b. fire; c. war or terrorism; d. epidemics or pandemics; e. government measures; f. strikes; g. serious transport or port disruptions; h. shortages of essential raw materials; i. serious disruptions affecting manufacturers or suppliers; j. failure of electricity, communications or IT infrastructure; k. cyber incidents; or l. serious disruptions affecting logistics service providers.
18.3 The relevant obligation is suspended during the force majeure period to the extent that performance is prevented by the force majeure event.
18.4 Dynamic Bike Care will inform the Dealer within reasonable limits if a force majeure situation materially affects an accepted order.
18.5 If performance remains impossible for more than sixty (60) days and continuation cannot reasonably be required, either party may terminate the unperformed part of the relevant order without compensation.
18.6 Amounts already paid for products that, as a result, will definitively not be delivered will be refunded.
19. Personal data and privacy
19.1 Dynamic Bike Care processes personal data of the Dealer and its contact persons in accordance with applicable privacy legislation and Dynamic Bike Care's privacy policy.
19.2 The data may be processed for, among other things: a. account registration; b. Dealer assessment; c. order processing; d. payment; e. delivery; f. customer service; g. fraud prevention; h. statutory administration; and i. business communications.
19.3 The Dealer warrants that personal data of employees or other contact persons that it provides to Dynamic Bike Care may lawfully be provided.
20. Amendment of these Terms
20.1 Dynamic Bike Care may amend these Terms for future orders if there is a reasonable legal, commercial, technical or operational reason for doing so.
20.2 An amendment does not apply retroactively to orders already accepted, except: a. if the parties agree to this in writing; or b. if an amendment is necessary to comply with mandatory law.
20.3 In principle, each order is governed by the version of the Terms that was made available electronically to the Dealer before or when placing that order.
21. Assignment of rights and obligations
21.1 The Dealer may not assign its rights and obligations under an accepted order to a third party without Dynamic Bike Care's prior written consent, except to the extent that such a restriction is not permitted by law.
21.2 Dynamic Bike Care may transfer its rights and obligations relating to the Dealer Shop to an affiliated company or to a party taking over the relevant activities or distribution, provided that the Dealer's accrued rights are not materially affected as a result.
21.3 The appointment of a new distributor does not automatically mean that such distributor becomes a party to sales agreements already concluded between Dynamic Bike Care and the Dealer.
22. Order of precedence
22.1 In the event of conflict between documents, the following order of precedence applies unless expressly agreed otherwise in writing: a. a separate written agreement that expressly deviates from these Terms; b. Dynamic Bike Care's final order confirmation; c. these Terms; and d. other general information in the Dealer Shop.
23. Severability
23.1 If a provision of these Terms is null and void, voidable or wholly or partly unenforceable, the remaining provisions will remain in force to the greatest extent possible.
23.2 The relevant provision will be disapplied only to the extent necessary.
23.3 Where necessary, the parties will seek to replace it with a valid provision that approximates the legal and commercial purpose of the original provision as closely as possible without creating a result prohibited by law.
24. No waiver
24.1 Dynamic Bike Care's failure to exercise, or delay in exercising, a right or power does not constitute a waiver of that right or power.
24.2 An incidental deviation or act of goodwill does not create a right to the same treatment in future orders.
25. Governing law
25.1 All offers, orders, sales agreements and other legal relationships between Dynamic Bike Care and the Dealer to which these Terms apply are governed by Dutch law.
25.2 The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG / Vienna Sales Convention) is expressly excluded.
25.3 The choice of law in this Article is without prejudice to provisions of mandatory law that apply notwithstanding the choice of law.
26. Disputes and competent court
26.1 In the event of a dispute, the parties will first use reasonable efforts to reach a solution by mutual consultation.
26.2 If no solution is reached, disputes arising from or relating to these Terms or an agreement concluded under them will, to the extent such choice of forum is legally valid, be submitted exclusively to the competent court in the Netherlands in the judicial district in which Dynamic Bike Care B.V. has its registered office.
26.3 The foregoing does not restrict Dynamic Bike Care's right to seek interim or protective measures from another court having jurisdiction under mandatory law if this is necessary for the effective protection of its rights.
27. Language
27.1 These Terms may be made available in multiple languages.
27.2 In the event of differences in interpretation between translations, the Dutch-language version will serve as the reference version, to the extent permitted by law.
28. Applicability and acceptance
28.1 These Terms are available to the Dealer before an order is placed through the Dealer Shop and can be saved and consulted.
28.2 By placing an order through the Dealer Shop, the Dealer accepts the version of these Terms applicable at that time and confirms that it has had the opportunity to review them.
28.3 The version of these Terms applicable at the time of the order applies to the relevant order.
29. Contact
29.1 For questions regarding registration, orders, deliveries or these Terms, the Dealer may contact: Dynamic Bike Care B.V., Lulofsstraat 55, unit 25, 2521 AL The Hague, the Netherlands. Chamber of Commerce: 77626613. VAT: NL861070483B01. Email: b2b@dynamicbikecare.com.