General terms and conditions

1. General

These general terms and conditions are used by Van Thiel Motorenrevisie B.V.. This private limited liability company has its registered office and place of business in Heteren. The company is registered in the trade register of the Chamber of Commerce under number 74565044. This company will hereinafter be referred to as "VTMR".

2. Definitions

attachments: the engine parts that do not belong to the bare engine block, such as compressor, intake manifold, air circulation and accessories, oil and turbo etc., among others.

Customer: the natural or legal person who enters into an agreement with VTMR;

Agreement: the agreement of purchase/sale, of assignment or contracting of work, or at least any other agreement entered into by VTMR;

overhaul engine: a reconditioned bare engine block without attachments;

VTMR: Van Thiel Motorenrevisie B.V.

3. Applicability

3.1 These general conditions apply to every agreement entered into by VTMR as well as to all legal relations as a result thereof or in connection therewith.

3.2 All stipulations in these General Terms and Conditions are stipulated not only for the benefit of VTMR, but also for the benefit of third parties engaged by VTMR in connection with the execution of an agreement.

3.3 All offers and quotations in whatever way and by whomever from VTMR are always without obligation and are made on the basis of the prices and specifications valid at the time of the conclusion of the agreement. Illustrations, drawings, statements of capacities and further descriptions are as accurate as possible, but are not binding for VTMR. Minor deviations are permissible, while in the event of interim model changes VTMR is entitled, without the knowledge or knowledge of the Buyer, to make technically necessary changes to the goods it sells and/or the work it is to carry out on the goods it offers.

3.4 Verbal undertakings or claims made or made by or on behalf of VTMR are only binding if and insofar as they have been confirmed in writing.

3.5 If no written agreement has been issued by VTMR, VTMR's written confirmation, or the delivery note, or VTMR's invoice will serve as proof of the existence and content of the agreement, subject to proof to the contrary.

3.6 The customer's general terms and conditions do not apply and are hereby expressly rejected.

4. Conclusion of agreement

The agreement with the buyer is established after written confirmation by VTMR in the form of a delivery note or invoice, or by VTMR commencing execution of the agreement.

5. Execution of the agreement

5.1 If the (proper) execution of the agreement requires this, VTMR is entitled to have certain work carried out by third parties.

5.2 The Customer shall ensure that all data, which VTMR indicates are necessary or which the Customer should reasonably understand are necessary for the execution of the Agreement, are provided to VTMR in good time. If the data necessary for the execution of the Agreement are not provided to VTMR in time, VTMR shall be entitled to suspend the execution of the Agreement and/or to charge the Customer for the extra costs resulting from the delay.

6. Delivery

6.1 Orders for overhaul engines and parts will be fulfilled as soon as possible, but subject to available stock.

6.2 The legal place of delivery is ex warehouse regardless of whether the customer pays the costs of any transport or insurance. In that case, the risk shall also apply to the customer.

6.3 Agreed delivery times or deadlines for the completion of certain work do not count as deadlines. If a deadline is exceeded, the Customer must give VTMR written notice of default and allow it a reasonable period of time to still fulfil its obligation.

6.4 Remanufactured engines or parts ordered or delivered after the Customer's statement will not be taken back if there is no agreed guarantee. VTMR will determine whether the delivered item will be taken back and/or costs will be charged to the buyer for this.

7. Retention of title

7.1 Delivery of goods takes place under retention of title. This reservation applies to all claims for payment due to the Customer's failure to fulfil the agreement(s) entered into with VTMR as well as to claims in respect of work carried out by or on behalf of VTMR for the benefit of the Customer.

7.2 VTMR is authorised, if the buyer is late with payment, or if there is good reason to assume that the buyer will not pay or will pay late, to take back all goods delivered by VTMR that have remained its property in accordance with the previous paragraph.

8. Monitoring and duty to complain

8.1 The Buyer must check delivered goods immediately upon or after delivery and report defects to VTMR in writing no later than fourteen days from the time of delivery. If within this period no complaints about defects have been reported to VTMR, it shall be binding between the parties that the goods delivered are in accordance with the agreement and the Customer can no longer claim that the goods delivered are defective;

8.2 The buyer is obliged to have submitted complaints about an invoice from VTMR, on pain of forfeiting all rights, in writing to VTMR within the payment period.

8.3 Complaints by the customer shall not affect the payment obligation and shall not give any right to suspension or set-off.

9. Prices

9.1 The stated prices are calculated for delivery in Heteren and are always exclusive of VAT and other government levies.

9.2 Changes in labour or in the cost price of parts or materials, insofar as these are immediately spent or used in connection with the agreed delivery or performance, VTMR is entitled to pass on these changes to the Customer.

10. Payment

10.1 Unless otherwise agreed in writing, invoicing of the delivery and/or performance will take place as soon as the delivery has been made by VTMR or the work carried out by it has been completed or as soon as the Customer is in default of taking delivery. A term of payment of eight days after the invoice date applies.

10.2 VTMR is free to require provisional or partial payment when delivering an order or performing work.

10.3 If the Customer has not paid the agreed price or has not paid it on time, it shall be in default without notice of default. Without prejudice to its other rights, a contractual interest of 1 % per month from the date of default is payable to VTMR on the amount due in such a case.

10.4 If VTMR is forced to pass on a claim for collection, all related costs such as administration costs, extrajudicial and judicial costs, including the costs of a bankruptcy petition, shall be borne by the Customer. The extrajudicial collection costs shall amount to at least 15 % of the unpaid amount with an absolute minimum of € 125,- excluding VAT.

11. Trade-in

Unless otherwise stated on the invoice, for every delivery of an overhaul engine or parts, the buyer must return an older engine or parts in a complete and dismantled state to VTMR within 14 days of delivery. If the buyer fails to do so, he/she will still be charged the price difference without exchange.

12. Risk and liability

12.1 Motor vehicles and other goods in which revision engines or other parts are fitted always remain, even if they are under VTMR, at the risk of the buyer. The buyer indemnifies VTMR against all claims and claims of third parties and the damage resulting therefrom.

12.2 Any liability of VTMR is limited to the invoice amount (excluding VAT) of the relevant delivery or, in the case of an agreement other than a purchase/sale, to the wage or price agreed between the parties for VTMR's work and paid in time by the buyer.

12.3 VTMR is not liable for consequential damage suffered by the buyer. Consequential damage is in any case - but not exhaustively - understood as any damage caused after delivery of the revision engine or parts to the motor vehicle in which this revision engine or parts were built in or, for whatever reason, dismantled, as well as the costs incurred for building in and dismantling the revision engine or parts.

12.4 The above-mentioned exonerations do not apply if the customer proves that the damage is due to intent and or gross negligence on the part of VTMR.

12.5 VTMR is not liable for defects of attachments and resulting damage to the buyer or third parties.

12.6 Nor is VTMR liable for damage caused by incorrect, careless or inexpert use of the supplied overhaul engine and/or parts by the buyer or third parties engaged by the buyer.

13. Warranty

13.1 Unless otherwise stated on the invoice, VTMR will, under normal use of the overhaul engines and parts it supplies, provide the buyer with a warranty on used engines and parts excluding electrical parts for 3 months from the invoice date.

13.2 Unless otherwise stated on the invoice, VTMR shall, under normal use of the overhaul engines and parts it supplies, grant the buyer a warranty on overhaul engines and parts excluding electrical parts for 6 months from the date of invoice.

13.3 Unless otherwise agreed, attachment parts are not covered by the warranty included in Articles 13.1 and 13.2.

13.4 If normal use in the sense of article 13.1 and 13.2 is to be considered and thus a claim can be made on the product guarantee contained therein, the Customer must in any case strictly observe the guarantee conditions provided by VTMR upon delivery or stated on the invoice. These imply, among other things, that after delivery the Customer is obliged to take care of:

- fitting a new oil cooler;

- testing and cleaning the turbocharger, atomisers and particulate filter (or having them tested and cleaned);

- properly cleaning (or having cleaned) the attachments (intake manifold/intercooler);

- putting the engine at oil pressure before starting and running the overhaul engine.

14. Decay

All the Customer's rights of action against the Customer, whether by virtue of a breach of contract, in tort or on any other ground, shall lapse as soon as a period of one year has elapsed from the day on which the Customer became aware or could reasonably have become aware of the existence of those rights of action and the Customer has not brought the relevant claims to court within the one-year period.

15. Dissolution and consequences

15.1 VTMR is entitled to dissolve the agreement without the intervention of the court if the Customer is declared bankrupt, applies for a moratorium, is admitted to the statutory debt rescheduling arrangement or otherwise loses the disposal of his/her assets or parts thereof.

15.2 Due to the dissolution, mutually existing claims become immediately due and payable. The Customer shall be liable for damages suffered by VTMR, including loss of profit and any transport costs.

16. Applicable law and disputes

16.1 The agreement between the parties shall be governed by Dutch law.

16.2 All disputes arising from or related to this agreement shall be exclusively settled by the District Court of Gelderland.