General conditions
This document applies to Kruitbosch and its associated brands, PENDLR, Cortina, and Alpina.
Kruitbosch Zwolle B.V.
Ravensburgstraat 8
8028 PZ Zwolle
Dutch Chamber of Commerce registration number:
Version: 2026
Article 1 – Validity of these Terms
1. These terms and conditions are those of PENDLR, the micromobility wholesale business of Kruitbosch, established at Ravensburgstraat 8, 8028 PZ Zwolle, The Netherlands.
2. These terms apply to all orders placed by the Customer with PENDLR, regardless of whether the order is made through the portal, via the cash register system, by telephone, by email, or in any other way. These terms apply in all circumstances.
3. If any provision of these terms is invalid because it conflicts with applicable laws or regulations, the remaining provisions shall remain in full force and effect. The invalid provision shall automatically be replaced (by virtue of statutory conversion under Article 3:42 of the Dutch Civil Code) by a provision that is valid and that most closely reflects the original intent of the parties.
4. PENDLR may amend these terms from time to time and shall inform Customers in writing and/or provide them with the new version. The most recent version shall automatically be deemed the applicable version.
5. Any deviations from these terms shall only be valid if they have been expressly agreed upon in writing.
6. “In writing” includes communication by letter, email, or any other form of written digital message.
Article 2 – Offer and Orders
1. The range of products offered by PENDLR may vary from time to time. PENDLR is under no obligation to include or maintain specific brands or products in its assortment.
2. The offer may include product descriptions and/or images. These are for indicative purposes only. Minor variations in design, colour, dimensions, or appearance that do not affect the functionality of the product shall not entitle the Customer to return the item.
3. By placing an order, the Customer enters into a binding agreement that includes a payment obligation.
4. The Customer is responsible for submitting a correct order and must ensure, among other things, that the quantities ordered are accurate and that all delivery details in the Customer’s account are current and correct, including (special) opening hours and delivery address.
5. For certain brands, PENDLR offers the option of special orders. These are products offered by PENDLR but not kept in regular stock. Such products are specially ordered from the brand or manufacturer for the Customer. In deviation from Article 4(12), special orders cannot be returned as “ordered in error” or “ordered in excess quantity”.
Article 3 – Prices, Discounts and Commercial Conditions
1. All prices quoted by PENDLR are in euros, exclusive of VAT and exclusive of any shipping costs.
2. Shipping costs depend on the Customer’s country of establishment. Above a certain order value, shipping may be free of charge. Threshold amounts are stated in the portal and/or the Commercial Conditions, which form a part of this agreement.
3. PENDLR shall not be bound by any obvious errors or mistakes in pricing or offers.
4. If a statutory environmental contribution applies — for example, for recycling of products containing batteries or accumulators — PENDLR shall automatically charge this to the Customer as a separate line item on the invoice.
5. PENDLR and the Customer may annually agree on matters such as graduated (volume-based) discounts linked to turnover. Discounts may vary per brand, and certain brands or products may be excluded. Details shall be set out in the Commercial Conditions.
Article 4 – Deliveries and Returns
1. Deliveries shall take place at the delivery address provided by the Customer during the stated opening hours. If no delivery address is provided for a particular order, the most recently known address shall be used.
2. Where PENDLR has indicated a delivery period, it shall make reasonable efforts to meet that period. Delivery periods are not guaranteed, unless expressly confirmed for an urgent delivery as referred to in paragraph 3 of this Article.
3. Urgent deliveries are available only for bicycles. Orders placed before 3:00 p.m. shall be delivered on the next working day. Additional charges apply, which are stated in the portal during the ordering process.
4. Orders for items in stock shall, where possible, be delivered in one shipment. If items within the same order have differing delivery times, in-stock items shall be delivered first, and out-of-stock items will be placed on backorder. Backorders are visible in the Customer’s portal account. Unless cancelled in time, backordered items shall be delivered with the next order. In deviation from paragraph 12, such items cannot be returned as “ordered in error” or “ordered in excess quantity”.
5. If a delivery by PENDLR is refused at the door without valid reason, the order shall be returned to PENDLR (or its storage facility). The Customer shall be liable for any additional shipping, insurance, and storage costs incurred. The Customer remains obliged to take delivery as soon as possible, even if the system automatically cancels or processes the order as a return. If the Customer fails to cooperate in placing a new order and/or scheduling a new delivery within a reasonable period of one month, PENDLR shall have the right to cancel the order and charge the Customer compensation equal to the incurred costs plus lost profit.
6. If a delivery cannot be completed, PENDLR may have the order delivered to a depot for collection by the Customer. If the order is not collected in time, it will be returned to PENDLR (or its storage facility). The Customer shall be liable for any additional costs incurred and remains obliged to take delivery as soon as possible. The same compensation provisions as in paragraph 5 apply.
7. Upon delivery, the Customer shall have seven (7) days to inspect the order for quantity, damage, incorrect items, or other discrepancies and to notify PENDLR in writing. Failure to do so within this period shall void the right to return or receive replacement items.
8. If the quantity delivered is less than ordered, PENDLR shall send the missing items at no additional cost. If the product is no longer available, PENDLR shall cancel that part of the order and refund or credit the Customer accordingly.
9. If the quantity delivered exceeds the order, the Customer may return the surplus at no cost. If such items have been invoiced, PENDLR shall refund or credit the Customer, or the Customer may elect to retain the items at the normal price.
10. If PENDLR delivers an incorrect item (with a different article number), the Customer may return it at no cost in exchange for the correct item. Alternatively, PENDLR may offer a discount on the incorrect item, subject to the Customer’s acceptance.
11. If an item is damaged in transit, the Customer shall provide a written report including photographs showing the damage clearly. The item may be returned at no cost. Alternatively, PENDLR may agree with the Customer on an appropriate discount based on the extent of the damage.
12. If the Customer occasionally places an incorrect order, returns may be accepted under limited conditions. Returns for “ordered in error” or “ordered in excess quantity” are allowed only to a limited extent. To reduce waste and meet sustainability targets, PENDLR applies a waste reduction fee. If, within a calendar year, the total value of the Customer’s returns exceeds 1.5% of the total annual purchase value from PENDLR, PENDLR may charge the Customer 10% of the value of the returned items. An example calculation is available on the portal.
Article 5 – Home Deliveries to Consumers
1. For most parts and accessories, it is possible for PENDLR to deliver orders directly to the end consumer on behalf of the Customer. The Customer must select the “home delivery” option in the portal. Additional costs apply, which are specified in the portal.
2. Home delivery is available only to valid addresses within the Netherlands. Delivery to P.O. boxes or reply numbers is not possible.
3. The Customer must provide the full and correct name, address and email details of the consumer. If PENDLR incurs additional costs due to incomplete or incorrect information, it shall have the right to charge these to the Customer.
4. PENDLR shall send both the Customer and the consumer an email containing a tracking code or link. If a parcel is lost in transit, PENDLR will request an investigation from the carrier and inform the Customer of the progress. Delivery time to the consumer will then be extended accordingly, without PENDLR being liable for any damages. The Customer may choose to place a new order at its own cost. If the original parcel is later found, the Customer may return the items and PENDLR shall refund or credit the value. If the carrier confirms that delivery to the consumer has taken place, PENDLR shall not be liable for the loss, and the Customer bears the risk.
5. Both PENDLR and the Customer shall comply with the General Data Protection Regulation (GDPR) and any other applicable privacy laws. The Customer acts as data controller, and PENDLR acts as data processor. The Customer must inform the consumer that their personal data (name, address, email) will be shared with PENDLR for the purpose of executing the delivery. PENDLR shall use this data solely for the purpose of home delivery and shall not share it with third parties other than the carrier. The data will be deleted within 30 days. In case of a data breach, PENDLR shall immediately inform the Customer and coordinate next steps.
6. No prices shall be shown on the delivery note for home deliveries. The Customer’s details will appear as the sender on the delivery note and the address label.
7. If the consumer refuses delivery, the items will be delivered to the Customer’s (last known) address. The order will not be cancelled.
8. If an item is out of stock, the order will be cancelled automatically and not placed on backorder. PENDLR will inform the Customer accordingly.
Article 6 – Warranty and Consumer Complaints
1. PENDLR (and/or the manufacturer) is responsible for ensuring that all products comply with the General Product Safety Regulation (GPSR) and for providing all mandatory documentation, including manuals, safety instructions, and warranty certificates. The Customer is responsible for ensuring that this information reaches the consumer.
2. The same warranty periods and terms apply between PENDLR and the Customer as those applied by the manufacturer of the respective product. These are specified in the relevant documentation.
3. Unless expressly included by the manufacturer, warranty does not cover damage caused by improper or unprofessional use, installation, application, storage, or maintenance by the Customer or the consumer, contrary to the user manual, technical instructions, advice, or generally known scientific principles. The Customer is expected to possess adequate technical expertise. Products that are not suitable for selfassembly by consumers due to the need for such expertise must not be offered for home delivery. The Customer indemnifies PENDLR against any consumer claims and resulting damages.
4. Consumer complaints regarding products must be handled by the Customer at its own expense in accordance with applicable consumer (warranty) rights, including repair, replacement, or price reduction. Consumer statutory rights may differ per country and may extend beyond the warranty granted by PENDLR. The difference shall be borne by the Customer.
5. If a warranty issue arises within the manufacturer’s warranty period, the Customer must report the complaint in writing to PENDLR within seven (7) days. PENDLR shall forward the complaint to the manufacturer and generally acts as intermediary, unless the manufacturer requires the Customer to submit the complaint directly. PENDLR maintains and provides an updated list of manufacturers for which this applies.
6. Upon request by PENDLR, the Customer shall provide the opportunity to investigate the complaint. This may include submitting a written description, photos, or the product itself. Return shipments are initially at PENDLR’s expense and risk; if the complaint proves unfounded, PENDLR shall charge these costs to the Customer.
7. If there are indications that a product defect may pose a safety risk, the Customer must immediately notify PENDLR. PENDLR shall consult with the manufacturer regarding any recall and inform the Customer accordingly. The Customer must follow all reasonable instructions, including the temporary suspension of sales, without PENDLR being liable for compensation.
8. If damage occurs to persons or property due to an unsafe product, the Customer must immediately contact PENDLR and follow all reasonable instructions. To the extent that the manufacturer does not fully cover the damage, PENDLR shall invoke its liability insurance. Any uncovered portion or deductible shall be borne equally by PENDLR and the Customer. PENDLR is not liable for consequential losses, such as business interruption, lost savings, lost profit, or reputational damage.
Article 7 – Payment, Suspension and Retention of Title
1. PENDLR issues invoices automatically immediately after delivery.
2. Invoices are payable within 30 days. Once this period expires, statutory commercial interest shall become payable immediately, without prior reminder or notice of default.
3. If PENDLR incurs collection costs, the Customer shall be liable for compensation calculated in accordance with the statutory scale for extrajudicial collection costs (BIK).
4. If the Customer fails to pay outstanding invoices on time, PENDLR may suspend further orders — for example, by temporarily deactivating the Customer’s portal account — until full payment is received. PENDLR may also postpone deliveries until payment is complete.
5. PENDLR and the Customer may agree on direct debit arrangements or early-payment discounts. Such agreements shall be documented in the Commercial Conditions.
6. PENDLR may offset claims from the Customer (for example, after returns) against outstanding or future invoices. The Customer may not offset any amounts without PENDLR’s prior written consent.
7. All goods delivered remain the property of PENDLR until the Customer has fully settled all claims of the entire Kruitbosch group, including unpaid invoices, damages, interest, and collection costs. The Customer may, however, use or resell the goods in the ordinary course of business.
8. The Customer shall ensure that goods under PENDLR’s retention of title are stored separately or clearly marked. If identical goods from other suppliers are mixed, it shall be presumed that PENDLR’s retention of title applies to the quantity of the three most recent deliveries by PENDLR or, if lesser, to the full current stock at the Customer.
9. Goods under retention of title must be covered by the Customer’s building property and/or contents insurance. Upon request, the Customer shall provide PENDLR with a copy of the policy and conditions.
Article 8 – Force Majeure
1. If PENDLR is temporarily unable to deliver due to force majeure, the obligations of both parties shall be suspended for up to two months. After two months, the Customer may cancel the undelivered part of the order free of charge, and PENDLR shall refund any prepayments.
2. If PENDLR’s operations are substantially halted due to force majeure, obligations shall be suspended for up to three months. After this period, either party may terminate the cooperation immediately without compensation. If it is clear from the outset that the situation is permanent, PENDLR may terminate the agreement immediately without liability.
3. Force majeure includes, but is not limited to: fire; lightning; natural disasters; war or threat thereof; civil unrest; (cyber)terrorism; pandemics or epidemics; unforeseen governmental measures; failures in utilities, telecommunications, hardware or software; strikes; and unavailability of sufficient staff. The same applies if such circumstances occur within PENDLR’s supply chain and impact PENDLR. Other comparable situations may also be deemed force majeure.
Article 9 – PENDLR Brand and Promotional Materials
1. The PENDLR name and logo are registered trademarks within the European Union and may not be used without PENDLR’s consent.
2. PENDLR regularly produces promotional materials in the form of banners, posters, magazines, brochures, flyers, texts, and similar materials, in physical or printed form. PENDLR retains copyright in such materials. If PENDLR provides such promotional materials to the Customer, the Customer is permitted to use them solely for the promotion and sale of products purchased from PENDLR. The Customer may, for example, display them in its shop and/or workshop, make them available for public viewing, or provide them to consumers upon purchase. The Customer is not permitted to alter, copy, scan, digitally distribute or transfer the materials to (commercial) third parties, or use them as a basis for creating its own promotional materials or other content.
3. PENDLR regularly produces content for its website, portal, news articles, and social media, including but not limited to texts, photographs, videos, and creative designs. The Customer may digitally share or distribute such content only in its original, unaltered form, provided that PENDLR is credited as the creator (under a Creative Commons BY ND licence).
4. PENDLR may use the trade names and trademarks of the Customer only in consultation with the Customer. Implied consent may also be deemed to exist, for example where the Customer participates in an article in a PENDLR magazine. The same applies to any copyright the Customer may hold in promotional materials and/or website texts or other content created by the Customer.
5. For brands whose products are sold by PENDLR, different arrangements may apply. The Customer shall ensure that it consults with PENDLR prior to using any third-party trademarks, trade names, texts, or other promotional materials.
6. PENDLR retains all statutory rights associated with the creation and ownership of its intellectual property. The purpose of this Article is to explain to the Customer, in plain language, what is permitted; it is not intended to limit, transfer, or waive any of PENDLR’s intellectual property rights.
Article 10 – Term and Termination
1. The collaboration between PENDLR and the Customer is entered into for an indefinite period.
2. Both PENDLR and the Customer may terminate the Agreement without cause, subject to a reasonable notice period. The reasonable notice period depends on the duration of the collaboration at the time of termination:a. For a collaboration of less than 5 years: six months’ notice;
b. For a collaboration between 5 and 10 years: nine months’ notice;
c. For a collaboration between 10 and 20 years: one year’s notice;
d. For a collaboration exceeding 20 years: eighteen months’ notice.
3. Furthermore, PENDLR may terminate the Agreement for (compelling) reasons, subject to a six-month notice period, including, but not limited to, the following circumstances:
a. If PENDLR implements changes in its geographical coverage and/or delivery areas and the Customer does not (adequately) fit within the new coverage or delivery areas;
b. If PENDLR establishes a selective distribution network based on permissible (objective) quality requirements, which the Customer does not wish to comply with or cannot comply with within one year of implementation;
c. If PENDLR materially changes its strategy due to evolving market conditions and the Customer does not (adequately) fit within the new strategy;
d. If the Customer has placed few or no orders in the past year of collaboration, or if the value of orders has decreased by at least 70% compared to the previous year;
e. If the Customer fails to reasonably cooperate with the development and implementation of PENDLR’s sustainability and social responsibility objectives.
4. Orders placed by the Customer during the notice period shall still be delivered, even if the delivery date falls after the end date of the Agreement.
5. The statutory rights of either party to dissolve the Agreement in the event of a breach of contract remain unaffected.
6. PENDLR may also immediately terminate the Agreement in writing if the Customer:a. is declared insolvent, loses control over its assets, or applies for any form of insolvency proceedings, including bankruptcy, suspension of payments, debt restructuring, pre-pack, debt assistance, guardianship, or similar proceedings;
b. ceases, in whole or in part, to operate its business or the business ceases to exist;
c. is wholly or partially acquired, merged, or transfers (de facto) management to another party;
d. relocates its business to a location where PENDLR does not deliver and/or which disrupts PENDLR’s geographical coverage.In the case of termination under these circumstances, PENDLR shall not be liable to the Customer for any costs or damages.
7. Upon (partial) termination of the Agreement, all claims of PENDLR against the Customer shall become immediately due and payable.
Article 11 – Governing Law and Dispute Resolution
1. The Agreement and the entire collaboration between the parties shall be governed exclusively by Dutch law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
2. In the event of a dispute between the parties regarding the performance of this Agreement or any dispute related to the collaboration, the parties shall first attempt to resolve it through amicable consultation.
3. Only if serious attempts to reach a resolution fail shall either party be entitled to submit the dispute to the competent court in Zwolle, Overijssel, the Netherlands.
4. In the event of any discrepancy between the Dutch version of these Terms and Conditions and any translations thereof, the Dutch version shall prevail
