Article 1 -Definitions 

1. In these General Terms and Conditions, “contractor” means: the other party of the client, as stated on the order confirmation and the invoices. The Contractor is a member of the Association of Dutch Transmission Specialists (VNTS) in Veenendaal. 

2. In these General Terms and Conditions, “client” is understood to mean: any (legal) person who concludes an agreement with the contractor for the delivery of products and the performance of work and services, including the overhaul of automatic transmissions in the broadest sense of the word. 

3. In these General Terms and Conditions, “products” are understood to mean: all products that have been marketed by the contractor and used by the contractor to perform the work and services. 

4. In these General Terms and Conditions, “work and services” is understood to mean: all work and services, by whatever name, but in particular the work related to the overhaul of automatic transmissions and additional work on objects of the client and of persons. for whom the client acts as contractor, intermediary or authorized representative. 

5. In these General Terms and Conditions, “agreement” is understood to mean: the agreement between the contractor and the client. 

Article 2 -General application 

1. These terms and conditions apply to all offers from and agreements with the contractor, insofar as the contractor has not expressly deviated from these in writing. 

2. They apply in particular to all agreements concluded between the contractor and the client relating to work and services performed by the contractor for the client. 

Article 3 -Offers, orders and agreements 

1. Unless the contractor has made an offer explicitly and in writing stating a term for acceptance, all its offers are always without obligation. 

2. The Contractor is only bound after it has expressly accepted an order and it reserves the right to refuse an order without stating reasons. 

3. Verbal promises are only binding on the contractor after it has expressly confirmed these verbal promises in writing. 

4. An offer from the contractor can only be accepted in writing. 

5. Orders in response to a non-binding offer from the contractor can be sent to the contractor by post or fax and can also be passed on orally. However, orders sent by fax or verbally transmitted must be confirmed in writing by post within seven days.

Article 4 -Prices 

1. The prices quoted by the contractor are based on the circumstances at the time of the offer or the order confirmation. 

2. The contractor has the right to pass on to its clients subsequently introduced or increased taxes, import duties or other government levies, as well as the consequences of exchange rate changes, without the client being entitled to cancel the order on this basis. 

3. The prices quoted by the contractor must always be increased by the applicable turnover tax and comparable levies. 

Article 5 -Delivery and performance of services and activities 

1. Specified delivery times will be observed by the contractor as much as possible. Stated delivery times can never be regarded as strict deadlines, unless expressly agreed otherwise in writing. In the event of late delivery, the contractor must be given written notice of default. 

2. If an order can only be partially executed, the remainder will be noted for subsequent delivery. The client will be notified about this. In that case, the client is entitled to cancel the order for the part that has not been performed, provided that it informs the contractor of this within eight days after the notification from the contractor. Any claim for compensation cannot be made by the client.

 3. Delivery takes place ex works, unless otherwise agreed. 

4. If the client refuses to take receipt of the item at the agreed time or if the client is unable to accept the item due to circumstances attributable to him/her, he/she will be deemed to be in default by operation of law and the additional costs, including storage costs in accordance with the local rate applicable at the contractor’s location, will be borne by the client.

Article 6 -Payment 

1. Payment must be made in cash upon delivery of the car or parts or other services. However, if no cash payment has been made, the Contractor may unilaterally decide to allow a period of fourteen days after the invoice date. 

2. If the parties have waived cash payment and have not expressly agreed on a time for payment in writing, a payment term of fourteen days after the invoice date applies. The client is then legally owed the statutory (commercial) interest, on an annual basis, whereby a part of a month is regarded as a whole month. 

3. If, after the expiry of the first payment term, as stated in paragraph 2, the Client has not or not fully complied with the payment obligation, the Contractor will send the Client a written reminder for payment of the outstanding amount and the statutory interest thereon within a second term. of 14 days, with notice of the extrajudicial collection costs according to the scale of extrajudicial collection costs (BIK). If the Client has not or not fully fulfilled the payment obligation within the second term, the extrajudicial collection costs will be owed, as well as the statutory interest on the extrajudicial costs from the date on which they are due. 

Article 7 -Transfer of risk 

1. The risk of the good is for the client from the moment of delivery, as referred to in article 5 paragraph 3. 

2. The mode of transport is determined by the contractor. The transport is always at the risk of the client, regardless of whether or not the transport is carriage paid and regardless of whether this takes place from or to the contractor. Insurance can take place at the request and at the expense of the client.

Article 8 – Replacement materials 

Replacement materials or items will only be made available to the client if expressly requested to do so in the repair order. In the other case, these materials become the property of the contractor without the client being able to claim any compensation in this regard. 

Article 9 -Right of retention 

In the event of repair, the contractor may exercise the right of retention on the good if and for as long as: – the client does not pay or does not fully pay the costs of the work on the item; – the client does not pay or does not pay in full the costs of previous work performed by the contractor on the same item; – the client does not or not fully pay other claims (including compensation for damage, interest and costs) arising from the contractual relationship with the contractor. 

Article 10 -Retention of title 

1. Ownership of the goods delivered by the contractor will only pass to the client when the latter has fully complied with its obligations towards the contractor under the agreement concluded between them, of whatever nature. In the unlikely event that the client does not or not timely fulfill one of its obligations, the contractor is authorized to claim as its property all items or part of the goods that the contractor has delivered to the client in the context of the transaction in question. The Contractor also has this authority to the extent that the goods are located with third parties (not being consumers) as a result of re-delivery as referred to above, on the understanding that the Contractor will limit itself to requisitioning goods in respect of which the Contractor has not received (full) payment. With a view to taking back items as referred to above, the contractor will credit the client for the value that – at the discretion of the contractor – must be attributed to those items, less all costs incurred on the repossession, without prejudice to the contractor’s right to compensation. damage ensuing from that and still to be incurred by the contractor. The Client is never entitled to pledge the unpaid items as security for a third party or to charge them in any other way with any right in favor of a third party. 

2. In addition to paragraph 1 of this article, the contractor reserves the right of pledge on the products delivered to the client that are owned by the client, as security for all existing and future claims of the contractor, for whatever reason. 

3. If the client fails to fulfill his/her payment obligations towards the contractor and there are good grounds that he/she will fail in those obligations, the contractor is entitled to take back the products delivered under retention of title, without any notice of default or judicial intervention being required. is required. 

4. The Client is obliged to grant the Contractor or a third party designated by it access to the places where the products delivered subject to retention of title are located.Article 11 – Warranty 1. The Contractor guarantees the proper execution of the assignments it has accepted or outsourced and the materials used for a period of twelve months, to be calculated from the invoice date. 2. The guarantee includes the correct execution of orders that have not been or have not been properly executed. 

3. No warranty is provided on ordered emergency repairs. 

4. The warranty claims lapse if: a. the client does not inform the contractor as soon as possible after the discovery of the defect; b. the contractor is not given the opportunity to remedy the defects as yet; c. third parties have performed work without prior knowledge or permission from the contractor that is related to the work performed by the contractor in respect of which the warranty is invoked. 

5. The contractor’s liability, as referred to in the preceding paragraphs, will not exceed the amount paid or owed by the client to the contractor with regard to the work and deliveries concerned. The contractor’s liability ends as soon as repairs or changes have been or will be made to the parts processed by it without its permission. 

6. Warranty is only provided to the client and does not apply to successive assigns. 

7. The contractor does not accept any further or other guarantee or liability, including for any damage resulting from incorrectly performed work or from defects in the parts supplied. The relevant warranty is expressly limited to the item sold and does not extend to compensating for damage to persons and/or property, whether or not of third parties, as a result of the breakage or breakdown of the transmission or parts thereof or to compensating of any further costs whatsoever that may arise from this for the client. 

8. The implementation of the guarantee is suspended in the event of non-compliance with any payment condition by the client.

Article 11 – Warranty

1. The Contractor guarantees the proper execution of the assignments it has accepted or outsourced and the materials used for a period of twelve months, to be calculated from the invoice date.

2. The guarantee includes the correct execution of orders that have not been or have not been properly executed.

3. No warranty is provided on ordered emergency repairs.

4. The warranty claims lapse if: a. the client does not inform the contractor as soon as possible after the discovery of the defect; b. the contractor is not given the opportunity to remedy the defects as yet; c. third parties have performed work without prior knowledge or permission from the contractor that is related to the work performed by the contractor in respect of which the warranty is invoked.

5. The contractor’s liability, as referred to in the preceding paragraphs, will not exceed the amount paid or owed by the client to the contractor with regard to the work and deliveries concerned. The contractor’s liability ends as soon as repairs or changes have been or will be made to the parts processed by it without its permission.

6. Warranty is only provided to the client and does not apply to successive assigns. 7. The contractor does not accept any further or other guarantee or liability, including for any damage resulting from incorrectly performed work or from defects in the parts supplied. The relevant warranty is expressly limited to the item sold and does not extend to compensating for damage to persons and/or property, whether or not of third parties, as a result of the breakage or breakdown of the transmission or parts thereof or to compensating of any further costs whatsoever that may arise from this for the client.

8. The implementation of the guarantee is suspended in the event of non-compliance with any payment condition by the client.

Article 12 -Liability 

1. Without prejudice to the warranty provisions, the contractor excludes any further liability towards the client for all damage, for whatever reason, including all direct and indirect damage, such as consequential damage or trading loss, except for liability for damage caused by intent or gross fault of the contractor or its employees and/or auxiliary persons engaged. 

2. Damage, including consequential damage with regard to (complete) automobiles and components offered for repair, will be borne by the client, at least insofar as these are not covered by the contractor’s insurance. 

Article 13 -Force majeure 

1. In the event of force majeure, the contractor is entitled, at its discretion and without judicial intervention, either to suspend the execution of the agreement for a maximum of six months, or to dissolve the agreement in whole or in part, all this without being obliged to pay any compensation. . 

2. Force majeure also includes: all circumstances independent of contractors, even if these could already be foreseen at the time of the conclusion of the agreement, which permanently or temporarily prevent fulfillment of the agreement. This includes, among other things: war or similar situations, riot, sabotage, boycott, strike, occupation, blockade, damage or malfunction to installations of the contractor and/or its suppliers, illness within the contractor’s company, transport problems, disruptions in telecommunications, government action, natural disasters, fire or explosion. 

3. The above also applies if the circumstances as referred to above should arise with regard to or in the business of factories, importers and other traders from whom the contractor obtains or tends to purchase the products. 

Article 14 – Dissolution 

The agreement is deemed to be dissolved without judicial intervention and without any notice of default being required, at the time when the client is declared bankrupt, applies for a provisional suspension of payments or participates in the Debt Restructuring Natural Persons Act, or by attachment , placed under guardianship or otherwise loses the power of disposal over his/her assets or parts thereof, unless the bankruptcy trustee or the administrator acknowledges the obligations arising from this agreement as debt of the estate. 

Article 15 -Applicable law and choice of forum 

1. Dutch law applies to all agreements between the client and the contractor to which these General Terms and Conditions apply. 

2. All disputes relating to, ensuing from or related to offers made, deliveries, agreements made or agreements concluded by the contractor, if these disputes fall within the jurisdiction of the Court, must be dealt with by the Court that has jurisdiction is at the contractor’s place of business. December 2021