Version valid from 10/31/2012
GENERAL CONDITIONS 2012
General terms and conditions of the private limited liability company IMPARTS BV ("IMPARTS" trading under the name classiccarcooling.eu) having its registered office in Arnhem and having its office in Ede, registered with the Chamber of Commerce and Factories for Central Gelderland.
a. These General Terms and Conditions form part of all offers and agreements for the purchase and sale and repair of the car and of parts and accessories of the car.
b. The rights and obligations arising from agreements between IMPARTS and the client / buyer cannot be transferred by the client / buyer to third parties, unless with written permission from IMPARTS.
a. IMPARTS: the person who sells new or used cars or parts and accessories for the car pursuant to the purchase agreement or who implements an assignment agreement.
b. The car: a passenger car, a combined or delivery van derived from it, whose total weight including the load capacity does not exceed 3,500 kg;
c. The purchase agreement: the agreement of purchase and sale of (new and / or used) cars and / or (new and / or used) parts and accessories for the car;
d. The buyer: the person who buys new or used cars and / or new or used parts and accessories for the car pursuant to the purchase agreement;
All offers are non-binding. The offer is made orally or in writing and is - if a period for acceptance has been set - effective during the specified period. IMPARTS can nevertheless revoke an offer that contains a period, even after receiving the order or the purchase agreement, if within 5 days. The acceptance of the offer by the buyer is only valid if it takes place within the stipulated period. If no period for acceptance has been set, the offer will remain in force for two weeks.
PURCHASE AGREEMENT / CONTRACT
a. A purchase agreement and / or assignment is given orally or in writing.
b. A purchase agreement and / or assignment is only deemed to have been legally concluded after IMPARTS has confirmed the purchase agreement or the assignment in writing or has started the execution of the purchase agreement or the assignment. A written record of the assignment is given to the client if desired (assignment confirmation).
c. The content of the purchase agreement and / or the order is determined by the offer and / or the order confirmation from IMPARTS and these general terms and conditions.
a. Price quotes, unless otherwise agreed in writing, always concern non-fixed prices, and prices that are charged are often based on actual costs.
b. Changes in taxes, duties and similar government levies are always passed on in both the fixed and the non-fixed price.
c. Without prejudice to the provisions of paragraph b, in addition to the aforementioned changes, price increases as a result of changes in factory and / or importer prices and in exchange rates may also be passed on to the non-agreed price.
d. Specified delivery times will never be regarded as deadlines, unless explicitly agreed otherwise. IMPARTS must therefore be given written notice of default in the event of late delivery.
a. The debts of the client / buyer to IMPARTS are delivery debts.
b. The client is obliged to pay all invoices within 14 days after the invoice date without discount or compensation, unless otherwise agreed in writing. If invoices are not paid within the aforementioned period, the client will be in default by the mere expiry of the agreed payment period, without a notice of default being required, irrespective of whether or not the client can be blamed for exceeding this.
d. With a purchase agreement, the buyer must pay in cash upon delivery of the parts, unless otherwise agreed in writing. Cash payment also means crediting the amount due to a bank or giro account indicated by IMPARTS at the time of delivery, or delivery of guaranteed giro payment cards or bank checks as well as pin payments, payment via credit card and cash on delivery (the shipping costs are for the account of the buyer). Without prejudice to its further rights, IMPARTS is authorized to charge interest on the outstanding amount of 1 per month or part of a month, calculated from the relevant due date.
e. All extrajudicial and judicial costs incurred by IMPARTS in the context of a dispute with the client / buyer, both claimant and defendant, are at the expense of the client / buyer.
f. Incoming payments serve to settle the oldest outstanding items - including interest and costs - even if the client / buyer declares otherwise in this regard.
g. The payment obligation of the buyer is not suspended if and insofar as he believes he can in turn assert claims against IMPARTS, even if these claims are related to complaints.
a. IMPARTS guarantees good quality of the new parts delivered by it for a period of 3 months after delivery. The guarantee includes the delivery of a sound part to replace the proven defective part, or the refund of the purchase price, such at the discretion of IMPARTS.
b. The warranty on parts supplied by IMPARTS expires if the buyer has assembled the parts incorrectly or had them assembled, used incorrectly and / or it concerns electrical or electronic parts.
a. Cancellation by the buyer of any order of parts is excluded.
a. Under penalty of forfeiting his right to complain, the client / buyer must report any complaints regarding the execution of the assignment or the purchase agreement to IMPARTS in writing within five working days after the execution of the relevant (partial) assignment or purchase agreement. , with precise description of the complaint (s). Complaints reported after the aforementioned period will no longer be accepted.
b. The handling of a complaint does not suspend the payment obligation of the client / buyer.
c. Advertising is not possible if:
- the parts supplied / the assembled parts show one or more imperfections or deviations that fall within a reasonable tolerance, which are the result of normal wear or excessive stress.
- the damage was caused by negligence on the part of the client / buyer;
- the client / buyer has acted contrary to express instructions and instructions from IMPARTS;
- the client / buyer has not fulfilled its obligations towards IMPARTS (both financially and otherwise).
d. If the insights from the sector or the relevant government regulations change after the conclusion of the contract, this cannot be imputed to IMPARTS and the client cannot derive any right to complain.
e. In the event that the client / buyer complains with due observance of the provisions of paragraph a above and his complaint is found to be justified by IMPARTS, IMPARTS will at its discretion still execute the order, deliver a replacement part or grant a price reduction. The rights to be derived from this by the client / buyer are not subject to transfer or transfer by operation of law.
f. If attention is paid to a complaint outside of the cases described above, this will be entirely without obligation.
NON-PERFORMANCE / DISSOLUTION / SUSPENSION
a. IMPARTS is authorized to dissolve the order / purchase agreement with immediate effect, without legal intervention, in whole or in part or to suspend execution, without prejudice to the other rights it has (rights to performance and / or compensation) if:
- the client / buyer acts contrary to any provision of the assignment / agreement between the parties;
- the client / buyer dies, applies for a suspension of payment or makes a declaration of bankruptcy;
- the company of the client / buyer is shut down or liquidated;
- a private agreement is offered;
- any asset of the client / buyer is seized;
- a notification of default of payment is made under the relevant provisions of the Social Insurance Coordination Act and the 1990 Collection Act. In these cases, any claim against the client / buyer is immediately due and payable, without IMPARTS being liable for compensation.
b. The provisions of this article, paragraph a, apply mutatis mutandis if, after being invited to do so in writing, the client / buyer has not provided suitable security within seven days in the opinion of IMPARTS.
FORCE OF THE MAJORITY
a. Force majeure within the meaning of these general terms and conditions is understood to mean any circumstance beyond the control of IMPARTS, whether or not foreseeable at the time of entering into the order / purchase agreement, as a result of which IMPARTS cannot reasonably be complied with. required, such as war, government measures, transport disruptions of any kind, work strikes, exclusion or lack of personnel, quarantine, epidemics, shortcomings of third parties engaged by IMPARTS for the execution of the assignment / purchase agreement, etc.
b. Force majeure gives IMPARTS has the right to terminate the order / purchase agreement in whole or in part, or to suspend the performance of its obligations, without being obliged to pay compensation. With regard to the part of the order / purchase agreement that has already been carried out, the client / buyer remains obliged to pay.
c. If a force majeure situation occurs on the part of IMPARTS, it will inform the client / buyer as soon as possible and inform him whether compliance is still possible and, if so, within what period.
d. If fulfillment is impossible, or is not permanently impossible, but cannot take place within one month, both parties are authorized to dissolve the order / purchase agreement by giving written notice to the other party, without one party versus the other is entitled to compensation. With regard to the part of the order / purchase agreement already carried out by IMPARTS, the client / buyer remains liable for payment.
a. IMPARTS is, except in the case of paragraph b of this article, not liable for damage resulting from any shortcoming in the fulfillment of its obligations arising from the order and / or deliveries of parts to the client / buyer. The fulfillment of the obligations arising from complaints, as described in Article 11, counts as the only and general compensation. Any other claim for compensation, for whatever reason, is excluded, unless there is intent or gross negligence on the part of IMPARTS and its managerial subordinates.
b. IMPARTS undertakes to be insured against liability for all damage, which it (its non-managerial) subordinates or by others it has engaged in the context of the execution of the assignment / purchase agreement, to persons or property of the client is inflicted, or arises as a result of carelessness or negligence.
c. IMPARTS is never liable for any damage which is the direct or indirect consequence of an item supplied by IMPARTS on the basis of an order and / or purchase agreement.
RETENTION OF TITLE
The part supplied and / or accessory for the car remains the property of IMPARTS as long as the client has not paid in full all that he owes on the basis of the order / purchase agreement. IMPARTS also reserves the right of retention in connection with repairs.
Deviations, including additions or extensions to these general terms and conditions, are only valid if they are recorded in writing by both parties.
If one or more provisions of general terms and conditions are not or not fully valid, the remaining provisions will remain fully in force. Instead of the invalid provisions, an appropriate arrangement applies, which is as close as possible to the intention of the parties and the economic result they are aiming for in a legally effective manner.
PLACE OF COMPLIANCE; APPLICABLE LAW; COMPETENT COURT
a. The location of IMPARTS is the place where the client must meet his obligations towards IMPARTS.
b. All offers and orders / purchase agreements from / with IMPARTS are exclusively governed by Dutch law.
c. All disputes that arise as a result of the order / purchase agreement concluded between the client and IMPARTS, or of other agreements that may result, will be settled by the competent court in Arnhem, the Netherlands.
MODIFICATION OF GENERAL CONDITIONS
If IMPARTS considers this desirable and / or necessary, it is authorized to change these general terms and conditions.