General Terms and Conditions
GENERAL TERMS AND CONDITIONS OF PAYMENT AND DELIVERY OF GREEN WORLD MOBILITY B.V. AND GREEN WORLD MOBILITY RETAIL B.V.
Version November 2019
Article 1 Applicability, Offers and Formation of Agreement
1.1. The following terms and conditions apply to all our offers and all agreements concluded by us or acts performed by us, electronically, for example through our website (to be consulted at www.greenworldmobility.nl), or otherwise.
1.2. All our offers, electronically or otherwise – including quotations, brochures and price lists – are without obligation and can be revoked free of form. Revocation after acceptance by the buyer will have to take place immediately.
1.3. The agreement concluded with us will not be deemed to have been concluded until it has been confirmed by us in writing. Arrangements made by our representatives or other intermediaries will only be deemed to have been agreed if they have been confirmed by us in writing. Representatives or other intermediaries are not entitled to receive payments or to grant discharge to the buyer.
1.4. The annulment and/or nullity of any provision of these terms and conditions shall not affect the validity of the remaining provisions of these terms and conditions.
Article 2 Prices
2.1. All prices in the offers mentioned by us only apply to those offers and may be revised until the offer is accepted.
2.2. In addition, prices may increase after the conclusion of the agreement on the basis of external factors, such as increased taxes, external supplier prices, exchange rates, prices of raw materials, freight costs, wages and/or social security charges, import duties, levies or other charges.
2.3. The prices stated are always exclusive of VAT and any import and export duties owed.
2.4. All invoices will be paid by the Buyer in accordance with the payment arrangements made or in accordance with the payment conditions stated on the invoice. In the absence of specific conditions, the Buyer will pay before delivery. In the event of delivery in instalments, we will be entitled to invoice in instalments. Each outgoing instalment invoice will be adjusted on the basis of the changed price-determining factors.
2.5. If the buyer is of the opinion that an invoice is not correct or not entirely correct, buyer will have to report this within 5 days, in writing and stating reasons, otherwise buyer will be obliged to pay the entire amount within the payment term.
Article 3 Payment
3.1. Unless otherwise indicated by us, payment must be made within 30 days of the invoice date.
3.2. IIf payment has not been made on time, we will be entitled to charge the Buyer the statutory commercial interest pursuant to Section 6:119a of Book 6 of the Dutch Civil Code, increased by 3% per annum, payable per month. Contrary to the foregoing, a Buyer, being a consumer, will be charged statutory interest pursuant to Section 6:119 of the Dutch Civil Code if payment has not been made on time.
3.3. If the invoice amount has not been paid in full by the due date, the buyer will be in default by the mere expiry of the term without a summons or notice of default being required. We will then be entitled, without any judicial intervention, to dissolve the agreement, whereby the rights to which we are entitled, as stated in the previous paragraphs of this article, will remain unaffected. Furthermore, the buyer will then be obliged to reimburse us for all costs we have to incur to collect the outstanding amounts, in particular:
- bills of attorneys in respect of their work, both in and out of court, also in so far as they exceed the amounts liquidated by the court, discounts from bailiffs, fiduciaries, and collection agencies, as well as all enforcement costs. The extrajudicial costs of the aforementioned are fixed at 15% of the principal amount, with a minimum of €70,-;
- the costs of bankruptcy petition;
- the storage costs in case of suspension of delivery.
3.4. A payment will first be deducted from the collection costs, then from the interest due and then from the principal sum. If the buyer leaves several invoices unpaid, a payment – subject to the provisions of the previous sentence – will first reduce the oldest invoice and then the second oldest invoice, and so on.
Article 4 Delivery time
4.1. All (delivery) periods mentioned by us have been determined to the best of our knowledge on the basis of the information known to us at the time of entering into the agreement and they will be observed as far as possible.
4.2. Unless expressly agreed otherwise, the (delivery) periods are only approximate and can never be considered as firm dates. Exceeding the (delivery) periods does not under any circumstances entitle the buyer to compensation. Nor can the Buyer then lay claim to dissolution of the agreement.
Clause 5 Right of suspension
5.1. We are entitled to suspend the further execution of our work as long as the buyer has not fulfilled all his obligations towards us.
5.2. This right of suspension will apply until such time as the buyer has fulfilled his obligations. This will not affect our right to dissolution and/or compensation.
Article 6 Delivery and Risk
6.1. Delivery of goods takes place ex works (conf. Incoterms), if applicable packed in boxes and are exclusive of costs for installation, guidance, service or support.
6.2. We have the right to deliver in parts. If it has been agreed that the Buyer will take delivery in parts (call-off order), we will store the goods for a maximum period of three months at the Buyer’s expense and risk, after which the Buyer will be obliged to take delivery of the remainder, failing which we will be entitled to dispose of the products.
6.3. If it is agreed that we will deliver the goods sold to the Buyer to the Buyer, this will take place at a place to be designated by the Buyer in the Netherlands.
6.4. The risk of the goods to be delivered or placed by us with the Buyer will pass to the Buyer at the moment that the goods have left the business premises/warehouse where the goods are stored.
Article 7 Force majeure
7.1. None of the parties shall be obliged to fulfil any obligation if he is prevented from doing so as a result of a circumstance for which he is not to blame, nor is he to blame by virtue of the law, legal act or generally accepted practice.
7.2. Circumstances as referred to in the previous paragraph of this article include: non-delivery or incomplete and/or delayed delivery by our suppliers, war and danger of war, full or partial mobilization, import and export bans, measures taken by Dutch and/or foreign government bodies which make the execution of the agreement more difficult and/or more expensive than could have been foreseen at the time of concluding a contract, frost, strikes and/or sit-ins, epidemics, traffic disruptions, loss or damage during transport, fire, theft, disruptions in the supply of energy, machine breakdowns, everything both in our company and from third parties from whom we have to obtain all or part of the required materials or raw materials and furthermore all other causes outside our will and/or our actions.
7.3. If a situation of force majeure has lasted longer than ninety days, parties have the right to terminate the agreement by written dissolution. What has already been performed pursuant to the agreement will then be settled proportionately.
Article 8 Guarantee provisions
81. Buyer is entitled to the warranties provided by our suppliers. Our warranty obligations do not go beyond the warranty claims that we can assert against our suppliers on the basis of the agreements concluded with them. If required, further warranty agreements can be made with the Buyer in addition to this.
8.2. The goods, not purchased from a supplier, are guaranteed against defects in material and workmanship for a period of 2 years after acceptance. The warranty only implies that we will repair the errors to the best of our ability at our expense.
8.3. The warranty does not apply if the defects are wholly or partly the result of incorrect, careless or incompetent use by the buyer. This shall also include not acting as a good or reasonable user, all this in accordance with the instructions for use provided by us to Buyer. Nor does the guarantee apply if the defects are wholly or partly the result of external causes, such as fire or water damage, or if (the configuration of) the goods is changed or maintained by the buyer or third parties without our permission.
8.4. Car batteries (rechargeable batteries) have a limited lifespan. The lifespan depends on various circumstances including reasonable use by the buyer, all in accordance with the instructions for use provided by us to the buyer. If any defects in the car batteries are wholly or partially the result of incorrect, careless or incompetent use by purchaser, the warranty does not apply. Nor does the warranty cover any reduced power of the battery as a result of lapse of time, careless and/or incompetent use, or otherwise as far as not imputable to Seller.
8.5. We will charge the Buyer for work and repair costs outside the scope of this warranty at the then current hourly rates and material costs.
8.6. If a part is replaced within the warranty period of the car, the original warranty period of the car will continue to apply to this replaced part as well (“no warranty”).
Article 9 Liability
9.1. Without prejudice to the aforementioned guarantee provisions, the limitations thereof set by law and/or regulations, we expressly exclude any further liability for all damage caused by us and (repair) work performed by us for any reason whatsoever, including all direct and indirect damage, such as consequential loss or trading loss, except liability caused by intent or gross negligence on the part of our employees and/or vicarious agents.
9.2. If and to the extent that any liability rests on us, from whichever head, this liability is at all times limited to the amount of the purchase value of the car in question.
9.3. In case we are alerted by the importer and/or the manufacturer to a defect in a car delivered by us, or a new part, that leads to a so-called recall action, we will inform the buyer immediately in writing. If the buyer does not contact us immediately after this written notification, all possible claims of the buyer on that account may lapse. This implies that neither we, nor the importer, nor the manufacturer are liable for any damage suffered and to be suffered by the Buyer as a result.
Article 10 Complaints and Expiration
10.1. Complaints must be submitted to us in writing by the Buyer within 8 days after the complaint has been discovered or could reasonably have been discovered, failing which the Buyer will be deemed to have unconditionally accepted the purchased goods.
10.2. In the event of visible defects, the Buyer must report the defects to us immediately upon delivery, failing which the Buyer will be deemed to have unconditionally accepted the purchased goods. Contrary to the foregoing, a buyer, being a consumer, must submit the complaint to us in writing within two months after the date on which the complaint was discovered.
10.3.Complaints will not be dealt with if it appears that the buyer or unauthorized third parties have changed or repaired something to the object(s) that is directly or indirectly related to the complaint, except in the event that this has occurred with prior knowledge of us and in emergencies in which the buyer has been unable to communicate with us in advance, but he has nevertheless informed us of the emergency immediately.
10.4. All claims against us, which have not been submitted to us in writing within one year after they have arisen, will lapse by statute of limitations, on the understanding that only consumers will be subject to a statute of limitations of two years from the delivery of the new item.
Article 11 Dissolution
11.1. The agreement entered into by us will be executed to the best of our ability. Deviations of a minor nature do not entitle the Buyer to dissolution and/or compensation.
11.2. Without prejudice to our right to claim performance, we will be entitled, if the Buyer wishes to cancel the agreement, to dissolve the purchase agreement, whereby we will be entitled to charge the Buyer 15% of the list price including VAT and BPM, excluding any trade-in as compensation.
11.3. The Buyer will not owe any cancellation costs if, in the event of a distance sale, the Buyer has validly rescinded the agreement.
11.4. In addition to the other rights to which we are entitled, we may dissolve the purchase agreement with the Buyer at any time without further notice of default and judicial intervention and without any obligation to pay damages to the Buyer by means of a written notification to the Buyer if the Buyer fails to fulfil one or more of its obligations under the agreement, fails to fulfil them on time or fails to fulfil them properly, if the Buyer is unable to pay their due debts or leaves due debts unpaid, insolvent, if the bankruptcy of the Buyer has been applied for, if a suspension of payment has been applied for, if a request is made on behalf of the Buyer for the application of a statutory debt rescheduling arrangement, or if this is pronounced in respect of the Buyer, or if the Buyer ceases their business and/or if the Buyer is seized that will not be lifted within 30 days after the date of the seizure.
11.5. If one of the situations described in the previous paragraph of this clause occurs, the Buyer will be obliged to inform us of this immediately.
Article 12 Retention of title and provision of security
12.1. The ownership of all goods sold by us to the Buyer will remain with us for as long as the Buyer has not paid our claims pursuant to this or other agreements, for as long as the Buyer has not paid our claims pursuant to work performed or to be performed under this or other agreements and for as long as the Buyer has not paid our claims on account of failure by the Buyer to fulfil such obligations, including claims relating to penalties, interest and costs.
12.2. Prior to full payment of the purchase price, including any interest and costs, the Buyer will not be entitled to assign, pledge or transfer the goods sold to third parties for use.
12.3. In the event that a third party has in good faith acquired ownership of the goods not yet paid for and this third party has not yet paid the purchase price owed, the Buyer undertakes to reserve a non-possessory pledge and to establish as far as possible a right of pledge on the claim which the Buyer has against this third party.
Article 13 Personal registration
13.1. The personal data that we obtain from the buyer will be included in the personal records that our company has of our customers. If the Buyer does not wish personal data to be used by us for other (commercial) purposes than those that are useful for the execution of the agreement, the Buyer must inform us of this in writing. On the basis of the aforementioned registration, we can provide the Buyer with optimal service, provide the Buyer with up-to-date information in a timely manner, fulfil our warranty obligations towards the Buyer and take care of any recall actions by the importer.
13.2. In connection with the aforementioned in the previous paragraph, as well as for commercial purposes, personal data will also be made available to the importer, insofar as the Buyer has not objected to us. If the buyer does not wish personal data to be used by the importer/dealer organization for other (commercial) purposes, other than those that are useful for the execution of the agreement, the buyer must notify the importer of this in writing.
Article 14 Disputes
All disputes between the Purchaser and us which may arise from the agreement concluded by us with the Purchaser will be settled by the court which is competent in the district of our place of actual establishment. Contrary to the foregoing, in the case of a buyer who is a consumer, the court that is competent to do so on the basis of the statutory rules of jurisdiction.
Artikel 15 Toepasselijke recht
15.1. All acts performed by us and agreements concluded by us are governed by Dutch law.
15.2. The Vienna Convention on Contracts for the International Sale of Goods (C.I.S.G.) shall not apply, nor shall any other international regulation of which exclusion is permitted.