General terms and conditions of Van de Laar Autodemontage B.V.

Applicability

1. 1. These general terms and conditions apply to the entering into agreements by STIBA members for the sale and/or delivery of used vehicle parts and the execution of such agreements. The STIBA Warranty Conditions apply to these agreements for the sale and/or delivery of used vehicle parts.

   2. STIBA members are those businesses which have been admitted as members by the Board of STIBA pursuant to article 3 of the Statutes of the said Association and which are identifiable by the STIBA emblem.

   3. Deviations and/or additions to these general terms and conditions only bind the STIBA member to the extent that they have expressly and in writing agreed to their validity. In the event of reference by the buyer to their own terms and conditions, these present terms and conditions exclusively apply, unless expressly agreed otherwise.

   4. If the buyer is a legal entity, partnership or limited partnership, the person acting on its behalf is deemed to have bound themselves personally and jointly and severally liable as a debtor, unless the STIBA member has agreed otherwise expressly and in writing.

Prices

1. 1. Unless otherwise stated, all amounts are exclusive of deduction or discount and inclusive of VAT, whether calculated via the VAT margin scheme of the dismantling company or not.

   2. Prices are calculated for delivery ex works, unless expressly stated otherwise.

   3. Quotations of prices, of goods offered for sale, and of specifications contained in general offers, such as catalogs, price lists and other printed matter, are without obligation. They do not bind the STIBA member and the buyer cannot rely on them, unless otherwise agreed or indicated.

Delivery

1. 1. Delivery takes place ex workshop, warehouse or store at the choice of the STIBA member. The buyer has an obligation to accept, unless the STIBA member has no reasonable interest in this respect.

   2. The risk of the sold goods passes at the moment the goods are ready for delivery or dispatch.

   3. The sold goods will be delivered as is, in the condition they were in at the time of conclusion of the agreement.

   4. Transport of parts by the STIBA member is entirely at the expense and risk of the buyer.

Delivery Time

1. 1. Delivery times are determined approximately in consultation with the STIBA member. Delivery times are never to be considered as firm deadlines. The delivery time commences upon oral and written order confirmation.

   2. In case of non-timely delivery, the STIBA member is not liable for damages suffered by the buyer due to non-timely delivery, unless the buyer has put the STIBA member in default in writing, giving the STIBA member a period of at least half of the originally agreed delivery time to still fulfill its obligations.

   3. To the extent permitted by law, an agreement cannot be dissolved by the buyer due to exceeding the deadline, unless the period mentioned in the latter part of paragraph 2 of this article has expired and the buyer cannot reasonably be required to maintain the agreement.

   4. If the buyer does not collect the purchased goods within four weeks after the STIBA member has informed the buyer that the goods are ready for collection, the agreement will be dissolved without judicial intervention, unless the STIBA member informs the buyer in writing that it demands performance.

RETURN

1. 1. When a part is wrongly ordered, it can be returned. The purchase amount will then be reimbursed as a credit note. Alternatively, the amount can be refunded, but we will deduct 20% handling costs from the amount, the rest will be refunded.
   2. Shipping costs are never reimbursed.
      
      

Payment

1. 1. Unless otherwise agreed, payment is due in cash.

   2. In case of purchase on invoice, payment must be received within fourteen days after the invoice date.

   3. If no or untimely, or incomplete payment has been made on the due date, the buyer, without any notice of default or reminder being required, is in default and owes statutory interest per month or part of a month, calculated from the due date, on the overdue amount.

   4. In case of paragraph 3 of this article, the STIBA member has the right to reclaim the purchased goods by an extrajudicial declaration within the term of article 7:44 of the Dutch Civil Code. The purchase is dissolved by that declaration.

   5. All costs, both judicial and extrajudicial -including those of collection agencies, bailiffs, lawyers, including- incurred by the STIBA member in enforcing its rights against the buyer, are borne by the buyer. Extrajudicial collection costs are calculated in accordance with the collection rate of the Dutch Bar Association regarding collections with a minimum of € 50.00.

Retention of Title

1. 1. As long as the buyer has not fully complied with what is due to the STIBA member from or in connection with delivery, already delivered goods remain the property of the STIBA member.

   2. The buyer is not authorized to resell, lend, pledge or transfer ownership of delivered goods to third parties, as long as they are not paid for.

   3. The buyer bears the risk for unpaid goods in terms of all damage, direct and indirect, which will be caused by himself or any other person.

Deficiencies/Complaints

1. 1. The buyer is obliged to carefully inspect deliveries for any deficiencies in the form of deviations from specifications and other visible deficiencies after execution. Identified deficiencies must be reported to the STIBA member within 8 days after discovery. This notification must be made in writing and accompanied by a description of the identified deficiency, stating the invoice and invoice number. In order for the STIBA Warranty Conditions to apply, the latest notification date is 1 month after the purchase (in accordance with article 4 of the STIBA Warranty Conditions).

   2. The buyer must enable the STIBA member to verify the identified deficiency. Failure to comply with the provisions of this article item results in the buyer forfeiting the right to invoke deficiencies that could reasonably have been discovered by careful inspection within the aforementioned period.

   3. To the extent permitted by law, deficiencies in the delivered goods do not entitle the buyer to dissolve the agreement, unless they concern the deficiencies referred to in item 2 of this article and the STIBA member fails, after repeated attempts, to rectify the deficiencies satisfactorily. In that case, the buyer is entitled to dissolve the agreement to the extent that continuation cannot reasonably be demanded of him.

   4. The buyer must reimburse the costs for unfounded complaints to the STIBA member.

   5. To the extent permitted by law, invoking a deficiency does not give the buyer the right to suspend his payment obligation.

   6. The provisions of this article 7 apply with due observance of the provisions of article 7 of the STIBA Warranty Conditions.

Force Majeure

• • If the STIBA member wholly or partially fails to fulfill its obligations towards the buyer, this failure cannot be attributed to the STIBA member if the execution of the agreement is hindered or made impossible by circumstances beyond the control of the STIBA member, whether foreseeable or unforeseeable, including but not limited to:

    • failure by suppliers/transporters;
    • war, riot, or similar situations;
    • sabotage, boycott, strike, or occupation;
    • machinery damage;
    • theft from warehouses;
    • operational disruptions;
    • government measures;
    • adverse weather conditions;
    • lightning strikes;
    • fire.
    
    

  • If a situation as described in clause 1 of this article occurs, to the extent permitted by law, the STIBA member is not liable for any resulting damage to the buyer, and the STIBA member may, at its own discretion, suspend the performance of its obligations or terminate the agreement in whole or in part without judicial intervention and without being obligated to pay any compensation.

Use of the Goods

1. 1. The buyer must use the delivered goods according to their nature and intended purpose, and comply with all legal usage regulations and, where applicable, usage instructions prescribed by the STIBA member.

   2. If the buyer does not use the delivered goods as specified in clause 1 of this article and holds the STIBA member liable for damage incurred in connection with the use of the delivered goods, the buyer must prove that the damage resulted from a defect in the goods supplied by the STIBA member and not from usage contrary to clause 1 of this article.

   3. Notwithstanding the provisions of article 10 and clause 2 of this article, the STIBA member is never liable for personal injury if the buyer acted contrary to the provisions of clause 1 of this article. To the extent permitted by law, the buyer shall indemnify the STIBA member against claims from employees or other third parties, particularly consumers, who were unaware of the usage instructions resulting from clause 1 of this article.

Liability

1. 1. For damages arising from or in connection with deliveries for which the STIBA member can be held legally liable, the liability of the STIBA member shall not exceed the invoice amount, unless mandatory legal provisions state otherwise.

   2. Damages, including loss of profit or reduced revenue, and all other indirect or consequential damages, such as business interruption or any compensation owed by the buyer to third parties, are not eligible for compensation, except where otherwise mandated by mandatory legal provisions.

   3. Except to the extent liability rests on the STIBA member under Section 3 of Title 3 of Book 6 BW and where permitted by law, the buyer shall indemnify the STIBA member against claims from any third parties alleging damage due to the purchased goods or any act or omission of the STIBA member in the execution of the agreement, unless the buyer proves the liability of the STIBA member towards the buyer and that such damage must be compensated.

   4. The STIBA member shall provide all necessary cooperation in investigating the cause, nature, and extent of the damage for which compensation is sought, under penalty of forfeiture of the right to compensation.

   5. Article 8 of the Warranty Terms applies mutatis mutandis.

Termination

1. 1. Complete or partial termination of the agreement shall take effect following a written declaration by one of the authorized parties. Before the buyer submits a written declaration of termination to the STIBA member, the buyer must always first notify the STIBA member in writing of the default and allow a reasonable period for the proper fulfillment of its obligations.

   2. The buyer does not have the right to terminate the agreement in whole or in part or to suspend its obligations if the buyer was already in default with the performance of its obligations. This provision does not affect the buyer's rights to suspend based on any statutory provision for consumer buyers.

   3. If the STIBA member agrees to termination without default on its part, it shall have the right to compensation for all financial losses, including costs, lost profits, and reasonable costs for determining damage and liability.

   4. In the event of partial termination, to the extent permitted by law, the buyer cannot claim undoing of already performed services by the STIBA member, and the STIBA member retains the right to payment for the services already performed by it, notwithstanding the right of the STIBA member to undo its services and claim compensation.

Disputes

1. 1. Dutch law exclusively applies to all transactions between the STIBA member and the buyer.

   2. All disputes arising from agreements with the STIBA member shall initially be submitted to the STIBA Complaints Committee. This committee decides according to the STIBA Complaints Regulations.

   3. The complaints procedure does not affect the buyer's right to appeal to the competent court.

's-Hertogenbosch, May 2002