Article 1 Applicability

 

  1. These general terms and conditions apply to all agreements entered into by the seller. In particular, these general terms and conditions also apply to agreements entered into by the seller concerning the sale and delivery, construction, repair, and maintenance of cars, their parts and accessories, and the provision of services.

 

  1. Where these general terms and conditions refer to the “buyer,” it shall mean any natural or legal person in a contractual relationship with the seller under an agreement concluded with the seller, as well as any natural or legal person wishing to enter into an agreement with the seller.

 

  1. Where these general terms and conditions refer to the “client,” it shall mean any natural or legal person in a contractual relationship with the seller in connection with an assignment given to the seller for the execution or commissioning of work.

 

  1. The provisions of these general terms and conditions can only be deviated from if and to the extent expressly agreed upon in writing.

 

  1. If the buyer or client also refers to their general terms and conditions, the terms and conditions of the buyer or client shall not apply. This is only different if and insofar as the applicability of the terms and conditions of the buyer or client has been expressly accepted by the seller and to the extent that the terms and conditions of the buyer or client do not conflict with the provisions of the seller’s general terms and conditions.

 

  1. Where these general terms and conditions refer to the (delivery of) products, this also includes the provision of services and activities of any kind.

 

Article 2 Offers

 

  1. All offers made by the seller are to be regarded as invitations to make an offer. They do not bind the seller in any way, unless expressly and unambiguously stated otherwise in the offer itself. All offers made by the seller are always based on the prices and specifications applicable at that time.

 

  1. The order placed with the seller is considered an offer, which the seller accepts if confirmed in writing by the seller within 30 days of receiving the offer (by means of an order confirmation), or if the seller has commenced the actual execution of the order in a way that is apparent to the buyer or client.

 

  1. All offers are subject to availability at the seller. If, after the conclusion of the agreement, the seller determines that the ordered items are no longer in stock or cannot be delivered for legal reasons, the seller may, at its discretion, offer the buyer items of equal quality and price, or withdraw from the agreement. In case of non-delivery, the seller will refund payments received in advance as soon as possible.

 

Article 3 Conclusion of Agreement

 

  1. An agreement with the seller is only concluded when the seller expressly accepts an order or assignment given to the seller. An agreement is deemed to have been concluded at the moment the seller sends a confirmation of the order or assignment or when the seller has commenced the actual execution of the order or assignment in a way that is apparent to the buyer.

 

  1. Images, drawings, capacity specifications, and other descriptions provided by the seller in visual and/or written material are as accurate as possible but not strictly binding. Small deviations are permissible upon delivery. If the delivered product significantly deviates, the buyer or client is entitled to dissolve the agreement within 7 days after delivery.

 

  1. All prices are inclusive of VAT unless otherwise agreed in writing. If no price is determined at the conclusion of the agreement, the prices on the day of actual delivery apply.

 

  1. If a price is determined at the conclusion of the agreement, the seller reserves the right to pass on changes in factory and/or importer prices and exchange rates to the agreed price. In case of a price increase within 3 months after the conclusion of the agreement, the buyer has the right to dissolve the agreement in whole or in part. The dissolution must be made in writing within 7 days after notification of the price change.

 

Article 4 Delivery

 

  1. The delivery times and repair duration specified by the seller are never to be considered as strict deadlines, unless expressly agreed otherwise. In case of non-timely delivery, the seller must be declared in default in writing.

 

  1. The specified deadlines commence at the moment the agreement is concluded, provided that all necessary data and/or items to be repaired are in the possession of the seller.

 

  1. If, due to circumstances, items or parts thereof are not delivered to the seller on time, the delivery times are extended by the time not delivered to the seller. If, as a result, the specified delivery time or repair duration is exceeded by more than 3 months, the buyer or client is entitled to dissolve the agreement after written notice of default.

 

  1. Delivery of items takes place at the seller’s premises unless expressly agreed otherwise in writing.

 

  1. If, at the request of the buyer or client, the delivery of items takes place at a location or in a manner other than usual, the additional costs associated with this are charged to the buyer or client.

 

  1. The buyer or client bears the risk of the items delivered to him from the moment of delivery. Negligence of the buyer or client with regard to taking possession of the items does not affect his payment obligation.

 

  1. If a buyer or client fails to take delivery after notification and demand, the seller may, at its option, either deliver at a time determined by the seller or dissolve the agreement or the still unexecuted part of the agreement, without judicial intervention and without notice of default being required, without prejudice to the seller’s right to claim damages.

 

Article 5 Repair and Maintenance

 

  1. The client may request an indication of the price of the work and the period within which the work will be carried out before or when issuing the order. The price and period are approximate, so deviations are possible. If the approximate price exceeds or threatens to exceed 10 percent, the seller is obliged to contact the client to discuss the additional costs. In that case, the client is entitled to terminate the agreement with compensation for the work already performed by the seller.

 

  1. A detailed invoice is provided for the work performed.

 

  1. If the client has not collected his item within 3 working days after becoming aware of the completion of the order, the seller may charge storage costs in accordance with the applicable rate.

 

  1. The seller is entitled to exercise a right of retention if the client does not or does not fully pay the costs of work performed by the seller unless the client has provided sufficient alternative security.

 

Article 6 Payment

  1. Payment must be made in Dutch currency in cash upon delivery, in advance, or within 14 days after the invoice date by transfer to an account designated by the seller.

 

  1. The buyer or client is in default without further notice if he does not fulfill his payment obligations in a timely manner. In that case, the buyer or client, without further notice from the seller, forfeits, from the due date until the day of full payment, interest equal to the then-current statutory interest. This interest is immediately due and payable without further notice of default.

 

  1. If the buyer or client fails to pay the amount due, the extrajudicial costs incurred by the seller in connection with the collection are for the account of the buyer or client. The relevant costs are determined at a minimum of 15% of the principal sum with a minimum of €23.00, without prejudice to the seller’s right to charge further reasonable costs under Article 6: 96 paragraph 2 under c and f BW.

 

  1. Payments made by the buyer or client always serve to settle all interest and costs owed and subsequently to invoices that have been outstanding the longest, even if the buyer or client states that the payment relates to a later invoice.

 

  1. The seller is entitled to have all payments made by the buyer or client go to the satisfaction of the seller’s unpaid and outstanding claims, regardless of the buyer’s or client’s contrary instructions.

 

Article 7 Suspension and Dissolution

 

  1. The seller is entitled to suspend the fulfillment of his obligations or to dissolve the agreement if: a. the buyer or client does not fulfill, not properly or not timely fulfill the obligations arising from the agreement; b. circumstances of such a nature that fulfillment of the agreement is impossible or can no longer be required according to standards of reasonableness and fairness; c. the buyer or client, in the event of an order consisting of multiple items, does not pay for one or more delivered items; d. the buyer or client is declared bankrupt, applies for a moratorium, or loses the power to dispose of its capital or parts thereof in the case of a legal person; e. the seller’s claims against the buyer or client expire or are otherwise not enforceable.

 

  1. If the seller decides to suspend or dissolve the agreement, he is in no way obliged to compensate any damage or costs arising from this, and the buyer or client is obliged to compensate the seller for any damage or costs arising from this.

 

  1. If the dissolution can be attributed to the buyer or client, the seller is entitled to compensation for the damage, including the costs, directly and indirectly resulting therefrom.

 

Article 8 Retention of Title

 

  1. All items delivered by the seller remain the property of the seller until the buyer has fulfilled all its obligations under the agreement(s) concluded with the seller.

 

  1. The buyer is not entitled to pledge or encumber in any other way the items falling under the retention of title.

 

  1. The buyer is obliged to keep the items delivered under retention of title with due care and as identifiable property of the seller.

 

  1. The buyer must insure the items delivered under retention of title against fire, explosion, and water damage, as well as against theft, and make the policy of this insurance available for inspection upon first request.

 

  1. If third parties seize the items delivered under retention of title, or wish to establish or enforce rights thereon, the buyer is obliged to inform the seller of this as soon as may reasonably be expected.

 

  1. The buyer undertakes to fully cooperate in all measures that the seller wishes to take in order to protect his property rights with respect to the items delivered under retention of title.

 

  1. If the seller wishes to exercise his property rights as referred to in this article, the buyer gives unconditional and irrevocable permission to the seller or third parties to be designated by the seller to enter all those places where the seller’s properties are located and to take back those items.

 

Article 9 Complaints and Warranty

 

  1. The buyer or client is obliged to inspect the delivered items or the completed work at the time of delivery or completion, but in any case within 14 days. In doing so, the buyer or client must investigate whether the quality and quantity of the delivered items and the completed work correspond with what has been agreed, or at least meet the requirements that apply in normal (trade) traffic.

 

  1. Any visible defects or shortages must be reported to the seller in writing within 14 days after delivery.

 

  1. Complaints regarding non-visible defects must be reported to the seller in writing immediately, but no later than 14 days after discovery.

 

  1. If the buyer or client has not submitted a complaint to the seller within the periods specified in paragraphs 2 and 3 of this article, he is deemed to have approved the delivered items or the completed work.

 

  1. Even if the buyer or client submits a timely complaint, his obligation to pay and take delivery of the ordered items remains. Items may only be returned to the seller after written permission and instructions from the seller.

 

  1. If it is established that the delivered items do not comply with the agreement, the seller has the option to replace the delivered items with new items or to refund the invoice value thereof to the buyer or client.

 

  1. If it is established that the completed work does not comply with the agreement, the seller has the option of performing the agreed work again or refunding the invoice value thereof to the buyer or client.

 

  1. The seller is not liable for defects caused by or arising from incorrect, careless, or improper use or maintenance by the buyer or client or by third parties.

 

  1. The warranty does not cover defects caused by normal wear and tear or by changes made to the item after delivery.

 

  1. The warranty is void if the buyer or client has the delivered items or work performed by third parties without the prior written permission of the seller.

 

Article 10 Liability

 

  1. The seller is not liable for damage, of any nature whatsoever, caused by the seller assuming incorrect and/or incomplete data provided by the buyer or client.

 

  1. The seller is not liable for damage, of any nature whatsoever, caused by the seller using incorrect and/or incomplete data provided by the buyer or client.

 

  1. The seller is not liable for damage, of any nature whatsoever, caused by the seller relying on incorrect and/or incomplete data provided by the buyer or client.

 

  1. The seller is not liable for damage, of any nature whatsoever, caused by the seller using incorrect and/or incomplete data provided by third parties.

 

  1. The seller is not liable for damage, of any nature whatsoever, caused by the seller relying on incorrect and/or incomplete data provided by third parties.

 

  1. The seller is not liable for damage, of any nature whatsoever, caused by third parties, suppliers, or subcontractors engaged by the seller.

 

  1. The seller is not liable for damage, of any nature whatsoever, caused by the buyer or client or third parties during the execution of the agreement.

 

  1. The seller is not liable for damage, of any nature whatsoever, caused by the buyer or client or third parties after the execution of the agreement.

 

  1. The seller is not liable for damage, of any nature whatsoever, caused by the delivered items after delivery.

 

  1. The seller is not liable for damage, of any nature whatsoever, caused by the completed work after delivery.

 

  1. The seller is not liable for indirect damage, including consequential damage, loss of profit, missed savings, and damage due to business interruption.

 

  1. The limitations of liability for direct damage included in these general terms and conditions do not apply if the damage is due to intent or gross negligence on the part of the seller.

 

  1. The seller’s liability is limited to the amount paid out under the seller’s liability insurance.

 

  1. The buyer or client indemnifies the seller against all third-party claims.

 

Article 11 Force Majeure

 

  1. The seller is not obliged to fulfill any obligation towards the buyer or client if he is prevented from doing so as a result of force majeure.

 

  1. Force majeure is understood to mean any circumstance beyond the seller’s control that prevents the fulfillment of his obligations towards the buyer or client in whole or in part, or as a result of which the fulfillment of his obligations cannot reasonably be expected of the seller.

 

  1. The seller is also entitled to invoke force majeure if the circumstance that prevents the fulfillment of his obligations occurs after the seller should have fulfilled his obligations.

 

  1. The parties may suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, each of the parties is entitled to dissolve the agreement, without the obligation to compensate any damage to the other party.

 

  1. Insofar as the seller has partially fulfilled or will be able to fulfill his obligations under the agreement at the time the force majeure commences, and the partially fulfilled or fulfillable part has independent value, the seller is entitled to invoice the

buyer or client separately for the partially fulfilled or fulfillable part.

 

  1. Even if the seller and the buyer or client have agreed on a fixed price, the seller is entitled to increase this price. The seller may pass on price increases to the buyer or client if the seller can demonstrate that the increase in prices of raw materials, wages, etc., justified this, and that they occurred after the conclusion of the agreement.

 

  1. The risk of loss, damage, theft, or reduction in value of items that are the subject of the agreement is transferred to the buyer or client at the time they are legally and/or actually delivered to the buyer or client or to a third party to be designated by the buyer or client.

 

  1. The seller is obliged to deliver the items to the buyer or client or a third party designated by the buyer or client in accordance with the agreement.

 

9 Paragraph 2 of Article 11 addresses force majeure. Force majeure refers to any circumstance beyond the seller’s control that prevents the fulfillment of their obligations towards the buyer or client, either wholly or partially. In such situations, the seller is not obliged to fulfill their obligations.

 

The paragraph outlines key aspects of force majeure:

 

  1. **Definition of Force Majeure:** Force majeure is broadly defined as any circumstance beyond the seller’s control that hinders the fulfillment of obligations, either in whole or in part. This can include various unforeseen events or circumstances.

 

  1. **Commencement of Force Majeure:** The seller is entitled to invoke force majeure not only if the circumstances preventing fulfillment already exist but also if they occur after the seller should have fulfilled their obligations. This recognizes that unforeseen events can arise at any point.

 

  1. **Suspension of Obligations:** If force majeure occurs, the parties are allowed to suspend their obligations under the agreement during the period in which the force majeure continues. This provides temporary relief to both parties.

 

  1. **Right to Dissolve Agreement:** If the force majeure persists for an extended period (more than two months), each party has the right to dissolve the agreement. Importantly, there is no obligation to compensate any damage to the other party in case of dissolution due to force majeure.

 

  1. **Partial Fulfillment and Invoicing:** If the seller has partially fulfilled or can fulfill some obligations under the agreement when force majeure occurs, and this part has independent value, the seller is entitled to invoice the buyer or client separately for the partially fulfilled or fulfillable part.

 

This clause is a standard contractual provision intended to address unforeseen and uncontrollable events that could affect the performance of the agreement. It helps protect both parties by allowing temporary relief or, if necessary, dissolution of the agreement under specified circumstances.

 

Article 12 Warranty

 

  1. The seller guarantees that the goods, at the time of shipment, do not have defects that would negate their value or suitability for normal use or substantially reduce them.

 

  1. Additionally, the buyer is entitled to the manufacturer’s warranty for the delivered goods. The buyer must inspect the goods for completeness and any defects within 14 days of receipt and, in case of a deviation, must promptly file a complaint. In the case of hidden defects, the notification must be made immediately upon discovering the hidden defect. Complaints should include a brief description of the defect and a copy of the invoice.

 

  1. If a defective item is delivered, the seller may, at their discretion, repair the defective item or provide a replacement. If repair proves impossible or an acceptable replacement is not provided, the buyer may withdraw from the agreement (termination of the agreement).

 

Article 13 Complaints

 

  1. Complaints must be submitted to the seller in writing within 14 days of receiving the goods, providing a detailed description of the nature and cause of the complaint, along with the delivery date and invoice number.

 

  1. Goods may only be returned to the seller within 14 days of receipt. The return does not imply acknowledgment of the justified complaint. Goods must be returned in an undamaged condition in the original packaging at the cost and risk of the buyer or client.

 

  1. As long as the goods are not returned and approved by the seller, or the complaint is not accepted by the seller, the buyer’s or client’s payment obligation remains in effect.

 

Article 14 Applicable Law

 

  1. Only Dutch law applies to the quotations made by the seller and to all agreements entered into by the seller.

 

Article 15 Applicable Law and Disputes

 

15.1 Dutch law applies to all agreements or resulting agreements of the seller/service provider.

 

15.2 All disputes arising in connection with the offers or agreements as mentioned in these General Terms and Conditions will be brought before the competent court in Maastricht unless rules of mandatory law oppose this.