VDM Cars Hengelo B.V.
General Terms and Condition
Article 1 – General
- These general terms and conditions are applicable to each and every proposal, offer and agreement of VDM Cars Nederland B.V., registered in the trade register of the Chamber of Commerce under number 57696918 and/or VDM Cars Hengelo B.V., registered in the trade register of the Chamber of Commerce under number 75873850, hereinafter jointly referred to as: “VDM”, and the buyer / client. The buyer / client can only rely on deviations from and/or additions to these general terms and conditions if they were established in writing.
- These general terms and conditions are also applicable to agreements with VDM for the implementation of which VDM must rely on third parties.
- The applicability of potential purchase or other terms and conditions of the buyer / client is expressly rejected.
- If one or more provisions of these general terms and conditions would at any time be invalid or nullified, either in whole or in part, then the remaining provisions of these general terms and conditions shall remain in full force and effect. VDM and the buyer / client shall, as the occasion arises, enter into discussions in order to agree on new provisions to replace the invalid or nullified provisions in the course of which the objective and the scope of the original provisions are observed as much as possible.
- If VDM does not always desire strict compliance with these terms and conditions then this shall not imply that the relevant provisions are not applicable or that VDM would to any degree forfeit the right to request strict compliance with the provisions of these terms and conditions in other instances.
Article 2 – The proposal
The proposal of VDM is made orally / in writing or electronically and is – if a time limit has been imposed on acceptance – valid during the indicated time limit. The acceptance of the proposal by the buyer is only valid if it takes place within the imposed time limit. If a time limit has not been imposed on acceptance then the offer remains valid during a period of at most 14 days provided that it is expressly agreed that the car is reserved. After that the offer expires by operation of law. If it is not expressly agreed that the car is reserved then during the time limit for acceptance VDM shall be entitled to sell the car to a third party as long as the offer has not expressly been accepted.
Article 3 – Price changes / increase
Official changes in taxes, duties and the like are passed on in both the stipulated fixed and the stipulated not fixed price of used cars.
Article 4 – Down payment
- A stipulated down payment shall not need to be repaid if the buyer decides not to proceed with the purchase, unless this is in contravention of the statutory provisions of section 236 and section 237 of Book 6 of the Dutch Civil Code.
- A down payment by the buyer to VDM shall oblige the buyer to pay the full purchase amount on account of the fact that the agreement has already been concluded and is confirmed by the down payment.
Article 5 – Delivery and risk
Up to the moment of actual delivery the car is at the risk and expense of VDM. Upon delivery the buyer is held to check the car on visible defects and to immediately report potential complaints, failing which the delivered car is deemed to have been accepted in the state in which it is and is deemed to be in order and approved. The car potentially to be exchanged only becomes the property of VDM as soon as the actual delivery thereof to VDM took place. Up to the said moment the car to be exchanged is at the risk and expense of the buyer and any and all costs are at the expense of the same, also including the costs of maintenance and potential damage as well as damages that are caused as a result of failing or late submission of the complete vehicle registration certificate by the buyer.
Article 6 – Garage charges
If the buyer / client did not pick up the car within 5 working days after the stipulated date of delivery on which the car is ready after repair then VDM shall be entitled to charge a fee of € 50.00 excluding VAT per day on account of garage charges.
Article 7 – Cancellation costs
Without prejudice to the right to claim compliance VDM shall be authorised to, if the buyer / client intends to cancel the agreement, rescind the agreement in the course of which VDM is entitled to charge 25% of the purchase price to the buyer / client. The buyer / client is held to pay the aforementioned damages within one week after the cancellation, which can exclusively and solely take place in writing. If the buyer / client did not pay the relevant damages within 7 days then VDM shall be entitled to inform the buyer / client in writing that compliance with the concluded agreement is required in which instance the buyer / client can no longer rely on the cancellation.
Article 8 – Right of retention
VDM can exercise the right of retention on the vehicle if the client does not pay the costs of activities on the car or not in full, also if it regards the costs of activities previously performed by VDM on the same vehicle or if the client fails to comply with its obligations vis-à-vis VDM, on any account whatsoever.
Article 9 – Replaced components
The replaced components are made available to the client after performance of the contract if the latter expressly requested this when the contract was awarded and if and to the extent that this is reasonably possible. This does not apply to components that must be excluded in connection with potential warranty claims. In that case the components are only made available after the claims have been handled. In all other instances the replaced components become the property of VDM, without the client being entitled to any compensation.
Article 10 – Warranty on cars and components / accessories
- New cars and new components and other delivered new goods are exclusively subject to the warranty provided by the manufacturer and/or the importer.
- VDM does not provide any warranty on used cars, unless VDM expressly declared in writing to provide a warranty for a warranty period stipulated in joint consultation.
- VDM never provides any warranty on individually delivered used components and/or other used goods.
- Excluded from warranty are:
– defects that are the result of intent, incorrect use or repairs that were not performed under the authority of VDM;
– repairs or replacement of components on the occasion of the normal usual overhaul;
– damages to persons and goods as a result of the breaking or defectiveness of components or any other additional costs that may derive from the same on the part of the buyer / client;
– damages to tyres, audio, windows, air conditioning and changes to the car that were implemented after delivery and the defects deriving from the same.
- If the buyer / client relies on a warranty then VDM must always be contacted and each and every claim to warranty expires if and to the extent that VDM is not given the opportunity to yet remedy the defects, unless VDM expressly authorises repair elsewhere.
Article 11 – Payment
- Amounts payable by the buyer / client must be paid in cash upon delivery of the car or the components or after the performed services. Payment in cash also includes remittance of the payable amount to a bank or giro account specified by VDM.
- If a different moment of payment was stipulated in writing then VDM shall be entitled to charge the statutory commercial interest on the amounts that were not paid and/or late. If and to the extent that the parties waived payment in cash and did not expressly stipulate a different moment of payment a payment term of 14 days applies. The buyer / client is then liable to pay the statutory commercial interest, in the course of which a part of a month is qualified as a full month, effective 14 days after the buyer / client has been summoned to pay by VDM.
- If the buyer / client fails to pay in a timely fashion then VDM shall be authorised to increase this amount by collection costs. This regards both the judicial and the extrajudicial costs. Extrajudicial costs are any and all costs that are charged to VDM by lawyers, bailiffs and any other to whom it outsourced the contract regarding the collection of the payable amount. The extrajudicial costs are set at 15% of the payable amount, unless VDM demonstrates that the actual costs are higher, with a minimum of € 350.00.
Article 12 – Reservation of title
- Any and all goods delivered by VDM remain the property of VDM until the buyer complied properly with any and all obligations on account of the agreement(s) concluded with VDM.
- The goods delivered by VDM, which in pursuance of paragraph 1 are subject to reservation of title, cannot be resold by the buyer / client and can never be used as an instrument of payment. The buyer / client is not authorised to pledge or to otherwise encumber goods that are subject to reservation of title.
- The buyer / client must always do everything that can within reason be expected of the same in order to secure the ownership rights of VDM. If third parties impose an attachment on goods delivered subject to reservation of title then the buyer / client is held to immediately inform VDM accordingly. In addition the buyer / client is held to take out and maintain insurance for the delivered goods; in case of a potential insurance pay-out VDM shall be entitled to the said payment.
- If VDM intends to exercise its ownership rights as intended in this article then the buyer / client hereby already unconditionally and irrevocably gives VDM and third parties designated by VDM consent to enter the locations where the properties of VDM are located and to take these back.
Article 13 – Force majeure
Shortcomings of VDM cannot be blamed on the same if they can be imputed to force majeure. Force majeure is understood as, inter alia, situations through no fault of VDM as well as situations that by law, a legal act or generally accepted practices should neither be at the expense of the same. Force majeure does in any case include, inter alia: war, terrorist actions, mobilisation, riots, epidemics, flooding, extreme weather conditions, closed navigation, other difficulties in the transport, stagnation in respectively restriction or discontinuation of supply by public utilities and/or other providers, fire, machinery breakdown, operational failures, industrial actions, lock-outs, export restrictions, other official measures, impediments by third parties, intent or gross negligence of auxiliary persons, etc.
Article 14 – Personal data
VDM is entitled to make the data of the buyer / client available to third parties. If it regards the processing of personal data then this implies processing acts within the meaning of the Dutch Personal Data Protection Act. If it regards the processing of personal data for the benefit of direct mailing activities then potential objections to this by the buyer / client are respected by VDM.
Article 15 – Notification of payments in cash
Article 15.1 – Dutch Money Laundering and Terrorist Financing (Prevention) Act (only for VDM Cars Nederland BV)
- Within the framework of the Dutch Money Laundering and Terrorist Financing (Prevention) Act VDM is held to dispose of the identity details of the buyer / client and to check these. VDM is also held to record the relevant details and to retain these for at least five years.
- In pursuance of the Dutch Money Laundering and Terrorist Financing (Prevention) Act VDM is held to make a notification if VDM suspects the transaction to be related to money laundering or terrorist financing. In addition VDM must always make a notification if in case of the sale of a car an amount of € 25,000.00 or more is paid in cash. VDM is held to report this kind of unusual transaction to the Financial Intelligence Unit – Netherlands (FIU). VDM cannot inform the buyer / client of the fact that VDM made a notification.
Article 15.2 – German Money Laundering Act (only for VDM Cars GmbH)
In pursuance of statutory regulations VDM is held to collect and document personal details in case of receipt of cash of € 15,000.00 or more.
Article 16 – Applicable law and disputes
- Dutch law is exclusively applicable to any and all legal relationships to which VDM is a party, also if an obligation is fully or partly performed abroad or if the party involved in the legal relationship resides or is established there. The applicability of the Vienna Sales Convention is expressly excluded.
- Any and all disputes between VDM and the buyer / client shall exclusively be settled by the district court for the Eastern Netherlands, unless mandatory statutory provisions prescribe otherwise. VDM shall nonetheless be entitled to bring the dispute to the cognisance of the statutorily competent court.