Partners4Cars BV verkoopt hoofdzakelijk haar auto's en of diensten in het buitenland, vandaar dat de leveringsvoorwaarden in het Engels zijn.
De voorwaarden zijn gedeponeerd bij de Kamer van Koophandel
Definitions
1. In the present Terms and Conditions, the following terms are used in the sense given below, unless explicitly indicated otherwise.
o Agreement: the agreement between Seller and Buyer to which these Terms and Conditions are or have been declared applicable.
o Buyer: the entity to which Seller is providing Goods or Services;
o Goods: cars and other goods Seller has agreed to supply to Buyer;
o Seller: Partners4Cars B.V. and each of its group companies, the entity providing Goods or performing Services;
o Services: the services Seller has agreed to perform for Buyer, including services relating to the sale and purchase of cars and/or
car maintenance and repair;
o Terms and Conditions: these general sales terms and conditions;
Article 1: General
1. The Terms and Conditions shall apply to each and every offer and agreement, in which Seller offers Goods and/or Services or of whatever nature to Buyer, to which Seller has declared the present Terms and Conditions applicable.
2. The Agreements and these Terms and Conditions can only be diverged from in writing, and only by Seller.
3. The Terms and Conditions shall also apply to all Agreements with Seller, the execution of which requires the services of third parties.
4. The applicability of any general terms and conditions used by Buyer is hereby explicitly rejected. Buyer’s general terms and conditions shall only apply if parties have explicitly agreed in writing that said general terms and conditions shall apply to the present Agreement with the exclusion of these Terms and Conditions.
5. If a clause or stipulation in these Terms and Conditions appears to be null and void or is declared null and void or not binding, then the other clauses and stipulations of these Terms and Conditions shall remain fully applicable. Seller and Buyer shall be obliged to replace the null and void or non-binding clauses and/or stipulations with other clauses and/or stipulations that are binding, in such way that the new sections and clauses, take into account the purpose and the meaning of the original conditions and the object and purpose of the agreements. The buyer undertakes to accept this new provision.
6. Seller may, at any time, modify, alter or update these Terms and Conditions;
Article 2: Conclusion / Execution of the agreement
1. All quotations, offers, price lists, terms of delivery, etc. – whether or not communicated by Seller through its website partners4cars.com, are to be considered as invitations to present and offer. Quotations, offers, price lists, terms of delivery, etc. will in no way be binding on Seller, unless expressly stated otherwise by Seller in writing.
2. An order from Buyer to Seller may only be regarded as accepted by Seller after a written order confirmation from Seller to Buyer. The Agreement will not enter into force prior to the dispatch by Seller to Buyer of Seller’s written order confirmation.
3. Unless agreed otherwise, the prices stated in the Seller’s quote or offer exclude VAT, and service, delivery, transport and administration costs.
4. Unless agreed otherwise, the prices stated in the Seller’s quote or offer are in euros.Quotes or offers do not automatically apply to future transactions.The agreement is formed once the Seller has reached acceptance of the offer, or when the Seller accepts the Buyer’s offer.
5. The buyer cannot cancel the Agreement, unless this is approved by the Seller. In this case, or if the buyer refuses to observe its obligations, the buyer is liable to pay least 15% of the agreed sales price, notwithstanding the Seller’s rights to claim compensation.
6. The buyer will ensure that it provides the information indicated as necessary by the Seller or which the buyer reasonably ought to understand as being necessary for the performance of the Agreement, in a timely manner. If this information is not provided in a timely manner, the Seller is entitled to either terminate the Agreement or suspend the performance of the Agreement and to charge the buyer any additional costs (such as storage costs) that arose as a result of the delay. During the period of the delay, the risk in respect of the vehicles is with the buyer
7. Any additional agreements or promises by employees of Seller or by third parties acting as representatives on behalf of Seller are not binding on Seller unless acknowledged in writing by the authorized representatives of Seller.
8. Seller shall not be liable for damage of whatever nature caused by the fact that Seller worked on the basis of incorrect and/or incomplete data provided by Buyer.
Article 3: Purpose
1. The Seller does not warrant that the vehicles are suitable for the purpose for which the buyer wishes to use them, nor does it warrant this if this purpose was communicated by the buyer, unless agreed to the contrary by the parties.
2. The Seller provides the documents in accordance with the Agreement and does not warrant that this can be used to register the vehicles. Registration is and remains the responsibility of the buyer.
Article 4: Delivery
1. Unless expressly agreed otherwise in writing, delivery of the Goods shall take place at Seller’s premises as to be communicated by Seller to Buyer.
2. in case Seller at the request of or in consultation with Buyer transports or arranges the transport of Goods to a delivery location other than Seller’s premises as communicated, Buyer will bear all risk of risk of loss, damages or devaluation of the Goods which occur during such transport.
3. If at the time the Agreement is concluded, the Goods are in the custody of a third party, the conclusion of the Agreement shall be considered to imply a declaration of transfer of possession of the Goods, and delivery of the Goods shall take place through notification by Seller to the third party of the transfer of the possession of the Goods.
4. The Agreement will include an indicative delivery period. The buyer may not derive any rights from this. If this period is exceeded, the buyer will not have the right to terminate the agreement or to compensation.
5. Unless agreed otherwise, the goods will be delivered to the buyer at the moment that the goods have been paid for and are ready.
6. The buyer is under the obligation to take delivery, or arrange for delivery to be taken, of the goods at the moment at which the Seller delivers the goods to it or at the moment in which the goods are made available, or should be made available, under the Agreement. The buyer must in any event ensure that deliver can occur there within one week following the communication from the Seller that the vehicles are ready for collection, and where applicable, ready for transport. If the buyer remains in default with the aforementioned obligations or the delivery does not occur within the aforementioned period, the buyer is liable to the payment of a sum of 1% of the purchase price per week, notwithstanding the provisions of the previous provision of this article.
7. If the delivery does not occur within the aforementioned period, or the buyer refuses to take delivery of the goods at the moment at which they are delivered or made available to it, the buyer is liable for the loss incurred by the Seller and the additional costs (for instance, storage, transport and insurance costs) that the Seller must sustain as a result of the delay. During the period of the delay, the risk in respect of the vehicles is with the buyer.
8. Seller shall be entitled to deliver the Goods in parts, unless such is deviated from in writing in the Agreement or if the partial delivery does not represent an independent value. Seller shall be entitled to invoice the thus delivered Goods separately.
9. If execution of the Agreement in stages has been agreed upon, Seller can suspend the execution of the parts belonging to a following stage until Buyer has approved in writing the results of the stage prior to it.
10.If Seller requires information from Buyer for the purposes of performance of the Agreement, the term of delivery begins after Buyer has made this information available to Seller.
11.Seller shall not be required to deliver to Buyer more or other car documents related to the sold Goods (such as title documents, registration documents and certificates of conformity) than Seller has received from its supplier. Seller’s books and records serve as full evidence towards the receipt by Seller of said car documents.
Article 5:Transfer of ownership and transfer of risk
1. After all obligations arising from the Agreement with the buyer have been met, the Seller will transfer the ownership of the goods.
2. The risk in the goods will transfer to the buyer on delivery or at such an earlier date as follows from the Agreement or these General Terms and Conditions of Sale.
Article 6:Retention of title
1. All Goods delivered by Seller shall remain Seller’s property until Buyer has fulfilled all of his obligations under all Agreements concluded with Seller.
2. The buyer is not permitted to pledge or encumber in any way the vehicles which have been delivered under retention of title.
3. If third parties make an attachment on the goods delivered under the retention of title or if they wish to establish rights on the goods, the buyer is under the obligation to inform the Seller of this forthwith.
4. The buyer is liable for all damage to the goods delivered under retention of title
5. The buyer undertakes to insure the goods delivered under retention of title, and to keep them insured, against fire, damage (including damage due to explosion or water) and also theft. The buyer will make the policy available to the Seller when first requested by the Seller. If the event of any payment under this insurance, the Seller is entitled to the payment.
Article 7:Inspection and complaints
1. Complaints with regard to the Goods provided or the Services performed by Seller must be reported by Buyer to Seller in writing within 2 (two) days from the actual delivery of the Goods and/or the moment on which the Services have been carried out. Buyer will forfeit all its rights for compensation of damages and/or replacement of Goods if complaints are reported after the aforementioned two day period. Clearly visible damages must immediately be reported on behalf of Buyer on the CMR / bill of loading.
2. If in accordance with clause 7.1 Buyer reports his complaint in due time he shall still be held to take delivery and effect payment of the Goods purchased and/or Services ordered.
3. Unless otherwise agreed in writing, a complaint shall not suspend Buyer’s payment obligation.
4. In case of a complaint Buyer is under the obligation to keep the Goods available to Seller for his further inspection.
5. Any reported damage to the cars delivered by the Seller will only be accepted for processing if the Seller also sends documenting photos with the report of the damage (showing the registration plate and/or chassis number/reference).
Article 8:Price and costs
1. The prices given by Seller shall be exclusive of VAT and other government levies, as well as of the other expenses to be possibly made within the scope of the Agreement, including shipment, packing and administration costs, unless explicitly stated otherwise.
2. Seller shall be allowed to pass on to Buyer any changes in its cost-price due to, amongst others, (i) increases of prices quoted by its suppliers or of costs for import, (ii) changes of prescriptions and/or governmental measures, and (iii) currency changes.
3. A compound quotation shall not oblige Seller to execute part of the assignment against a corresponding part of the given quotation.
Article 9:Guarantee of the goods
1. The Seller purchases the goods in their current condition.
2. It does not issue any guarantees, except where agreed otherwise.
3. If the standard manufacturer’s guarantee still applies (as applicable in the country of the original supplier), the buyer should contact the manufacturer directly if it wishes to invoke this guarantee.
4. The buyer agrees that the Seller is under no obligation to notify it of any recalls
Article 10:Amendment of the Agreement
1. If it appears to Seller and Buyer during the execution of the Agreement that the work to be done needs to be changed and/or supplemented in order to ensure the Agreement’s proper execution, Seller and Buyer shall amend the Agreement accordingly in due time and in mutual consultations.
Article 11:Payment
1. Payment of invoices must be made by way of full prepayment. Seller shall not be obliged to deliver Goods or perform Services to Buyer prior to Seller having received full payment of the relevant invoice, unless agreed upon in writing between Seller and Buyer.
2. Contestation of the amount of the invoices shall not suspend the fulfilment of the payment obligation.
3. All bank costs in connection with payments from Buyer to Seller will be for the account of the Buyer.
4. Payment of the Invoices must be made within 5 days after invoice date, unless agreed upon in writing between seller and buyer.
5. If the buyer does not pay the purchase price within 5 days of the invoice date, the buyer will be in default by operation of law. The buyer will then owe cumulative interest of 1% per month, unless the statutory commercial interest rate is higher, in which case the statutory commercial interest rate applies.
6. In addition to interest, the buyer is also under the obligation to pay all additional costs and damage incurred by the Seller. This includes garaging and insurance costs and also the extrajudicial collection costs. The buyer is also liable to pay the aforementioned interest on these costs.
7. In case of overdue payment, all Buyer’s payment obligations shall become immediately due and payable, irrespective of whether Seller has already invoiced in the matter.
8. Seller’s claims against Buyer shall become immediately due and payable in the event that (i) Buyer is liquidated, wound up, declared bankrupt or granted suspension of payment, (ii) attachment is placed on Buyer’s assets, or (iii) Buyer initiates or otherwise becomes subject to any insolvency proceeding, or – where relevant – in the event that one or more of the foregoing is requested or resolved upon by Buyer or a third party. Buyer will immediately inform Seller upon the occurrence of one or more of the events referred to in this clause.
9. Seller shall be entitled to apply payments made by Buyer in the following order: firstly to settle the costs, subsequently to settle the interest still due and finally to settle the principal sum and the current interest. The Seller may, without being in default as a result, reject a payment or offer for payment, if the buyer assigns a different order of allocation. In this case, the Seller may also reject full settlement of the principal sum, or an offer to do so, if the outstanding interest and costs have not also been settled
10.Payments will at all times be for the benefit of the longest overdue invoice.
11.Seller shall at all times be entitled to demand adequate security for the payments (still) to be made by Buyer. If Buyer refuses to grant adequate security, Seller has the right to dissolve the Agreement, without Buyer being entitled to any compensation.
12.The Buyer is not authorised to reduce or offset this purchase price by any amount on account of a counterclaim it has brought, or to suspend payment on account of a counterclaim.
13.Payment will be made by bank transfer to the Seller's bank account or to another bank account that will be indicated by the Seller.
14.If the Buyer remains in default with the timely payment of the purchase price, the Seller has the right to sell the vehicles to a third party, notwithstanding the other provisions contained in these General Terms and Conditions of Sale. The Buyer must compensate the difference between the price that the Buyer would have paid and the price paid by the third party.
Article 12:Force Majeure
1. Seller shall not be held to fulfil any of its obligations if it is hindered to do so due to a circumstance through no fault of his own and which cannot be attributed to him by virtue of law, a legal act or generally accepted practice.
2. In addition to the provisions of the law and the case law in this respect, force majeure shall in these Terms and Conditions furthermore be understood to be any external circumstance, be it envisaged or not, on which Seller cannot have any influence but which prevents Seller from fulfilling its obligations.
3. Seller shall also be entitled to invoke force majeure if the circumstance rendering (further) fulfilment of the obligation(s) impossible, commences after the point in time on which Seller should have fulfilled his obligation.
4. In all events, there will be force majeure on the part of the Seller if following the entry into the Agreement the Seller is impeded from meeting its obligations under this Agreement as a result of war, a threat of war, civil war, terrorism, unrest, acts of war, fire, water damage, flooding, work strikes, factory sit-ins, lock-outs, import and export restrictions, government measures or disruptions to the energy supply, both at the Seller’s premises and those of any third parties from which the Seller must fully or partly obtain the necessary materials, as well as during storage or transport, and furthermore by all other causes which occur and are beyond the fault or scope of risk of the Seller
5. Insofar as Seller has already partially fulfilled his obligations resulting from the Agreement at the moment the circumstance of force majeure commenced or shall be able to fulfil them and insofar as separate value can be attributed to the part already fulfilled or still to be fulfilled respectively, Seller shall be entitled to invoice the part already fulfilled or still to be fulfilled respectively. Buyer shall be held to pay this invoice as if it were a separate Agreement.
Article 13:Liability
1. Seller shall not be liable for indirect damage, including but not limited to consequential loss, business interruption loss, loss relating to alternative transport or rent or lease costs, damage to goods of third parties, loss of profit and loss due to delays and personal or immaterial damages.
2. Seller shall not be liable for direct damage, unless Buyer is a natural person not acting in the excercise of a profession or business. In the latter case Seller’s liability for direct damage shall be limited to the amount of the net price of the delivered Goods or performed Services and such up to a maximum of €3,500.00 (in words: thee thousand and five hundred Euro) per incident.
3. The exclusion of liability and limitation of liability set out in clauses 13.1 and 13.2 shall not apply in the event that Buyer proves that the damage was caused by intentional act or willful recklessness of Seller’s management.
Article 14:Suspension and Dissolution
1. The Seller has the right to terminate the Agreement if the Buyer is declared bankrupt, applies for a moratorium, or if an application by the Buyer as a natural person is granted by the court for the application of a debt restructuring scheme, or the Buyer loses the power of disposition over its assets or a part of these due to attachment, a guardianship order or otherwise.
2. The Seller is also authorised to suspend and/or terminate the Agreement if:
a. The buyer fails to meet its obligations, fails to meet them on time, or fails to meet them in full. This also includes the situation in which the buyer does not or is unable to meet its payment obligations.
b. If the Seller becomes aware of circumstances after the conclusion of the Agreement that give good grounds for fearing that the buyer will not meet its obligations.
c. The buyer is requested upon concluding the Agreement to offer a security deposit for the settlement of its obligations under the Agreement and this security is not forthcoming or is insufficient.
d. If there is a delay on the side of the Buyer, the Seller can no longer be required to observe the Agreement under the terms and conditions that were originally agreed.
3. The Buyer is liable for the loss incurred by the Seller, inter alia, loss consisting of loss of profit, transport costs, garaging and insurance costs and also other costs. The Buyer also is required to pay cumulative interest on the compensation of 1% per month , unless the statutory rate of interest is higher, in which case this rate applies.
Article 15:Judicial and extra judicial costs
1. If Buyer fails to fulfil his obligations (in due time) or defaults on them, then all reasonable costs incurred to have all debts paid shall be borne by Buyer.
2. If Seller considers it necessary to instruct a third party to collect an amount payable to Seller, all related judicial and extra judicial costs incurred shall be chargeable to Buyer. The extra judicial costs payable shall be equal to at least 15% of the total amount payable to Seller.
3. If Seller demonstrates that he has incurred higher expenses, which were necessary in reason, said expenses shall also qualify for reimbursement.
4. Buyer shall owe 1% interest per month over the collection charges made by Seller.
Article 16:Disputes
1. Any disputes that may arise between the parties in relation to and/or as a result of the Agreement or further agreements and other actions connected to the Agreement, including but not restricted to unlawful acts, undue payments and ungrounded enrichment will be settled by the District Court of Limburg (Rechtbank Roermond), the Netherlands.
2. Any claim must be submitted by the Purchaser within 6 months of the existence of the legal claim and notification of the Seller, irrespective of the possibility of prior expiry or a period of limitation pursuant to the law.
Article 17:Applicable law
1. The law of the Netherlands applies to all legal relationships to which these Terms and Conditions apply.
2. The Vienna sales convention does not apply on these Terms and Conditions.
Article 18:Processing of personal data
1. The data which Seller receives from Buyer will be processed by him as controller within the meaning of the Dutch Personal Data Protection Act (Wet Bescherming Persoonsgegevens). Seller will perform the Agreement with the aid of this data and, insofar as agreed, fulfil guarantee obligations, provide service and provide Buyer in a timely manner and with due regard to the statutory provisions with product information by post, or otherwise by the sending of personalised Upon request from Buyer, incorrect data will be rectified whilst Seller will also fulfil all other obligations towards Buyer pursuant to the Personal Data Protection Act.
Article 19:Applicable version
1. The most recently filed version of these Terms and Conditions shall always apply on the website, or, as the case may be, the version valid at the time the Agreement was concluded.
IMPORTANT NOTE:
Partners4Cars is responsible for complying with all export control laws and regulations of the countries in which it conducts business.
Partners4Cars does not conduct any business, directly or indirectly in any matter with the following countries:
Cuba, Iran, Syria, North‐Korea, Sudan or Russia. Or other persons direct or indirect who’s on the OFAC SDN list.