Conditions of sale

ARTICLE 1: APPLICABLE TERMS AND CONDITIONS

Unless otherwise agreed in writing between parties, these general terms and conditions apply to all offers or quotations made by DEGROOTE TRUCKS & TRAILERS nv and also to all agreements between the latter and the customer. The customer confirms he has taken note of these general terms and conditions in a language he understands and that he has accepted these terms and conditions entirety, without any reservation. He also waives the right to apply his own general terms and conditions (of purchase).

ARTICLE 2: REALIZATION OF THE AGREEMENT

2.1. Only an order accepted in writing by DEGROOTE TRUCKS & TRAILERS nv shall commit DEGROOTE TRUCKS & TRAILERS nv in accordance with the special terms and conditions agreed in writing and in accordance with these general terms and conditions.
2.2. Any cancellation of the order by the customer must be in writing and the cancellation only becomes valid after the written acceptance by DEGROOTE TRUCKS & TRAILERS nv. In the event of the complete or partial cancellation, the customer shall pay agreed damages amounting to 35% of the price of the order due to the failure to execute the agreement entered by and between parties, without prejudice to the right of DEGROOTE TRUCKS & TRAILERS nv to claim higher damages, subject to satisfactory proof of the damage actually suffered.

ARTICLE 3: TERMS OF DELIVERY

The terms of delivery specified by DEGROOTE TRUCKS & TRAILERS nv in any way whatsoever are only indicative and shall not be binding, unless agreed to the contrary in writing between parties. In the event of late delivery, the customer waives any right of recourse, including the right to claim any damages whatsoever or the cancellation of the sale.

ARTICLE 4: DELIVERY

4.1. Unless otherwise agreed in writing between parties, the delivery shall be EX WORKS at the registered office of DEGROOTE TRUCKS & TRAILERS nv (Incoterms® 2010). In case of carriage by sea or by inland waterways, the delivery shall be FAS in the agreed port of shipment alongside the vessel specified by the customer (Incoterms® 2010). If parties have agreed that DEGROOTE TRUCKS & TRAILERS nv shall arrange the transport of the goods sold and no further instructions are given by the customer to DEGROOTE TRUCKS & TRAILERS nv, the transport, shipment etc. shall be determined by DEGROOTE TRUCKS & TRAILERS nv. In that case, the customer shall bear the risk of storage, loading, transport, unloading or any other damage pursuant to the transport. DEGROOTE TRUCKS & TRAILERS nv shall not be held liable in any case. If parties agreed a different kind of delivery, this arrangement shall only apply to this single agreement and not to any other subsequent agreement between parties. 4.2. The customer covenants and agrees to take delivery of the goods within 10 days from the notice sent by DEGROOTE TRUCKS & TRAILERS nv that the goods are at the customer’s disposal. If the customer fails to take delivery of the goods within the above-mentioned period, DEGROOTE TRUCKS & TRAILERS nv shall be entitled to consider the agreement terminated and sell the goods without any prior notice of default or any other notice and without prior court order. In that case, the customer shall pay agreed damages amounting to 35% of the price of the order due to the failure to execute the agreement entered into by and between parties, without prejudice to the right of DEGROOTE TRUCKS & TRAILERS nv to claim higher damages, subject to satisfactory proof of the damage actually suffered such as lower proceeds, additional costs incurred by DEGROOTE TRUCKS & TRAILERS nv due to the customer’s shortcoming and any other damage suffered by DEGROOTE TRUCKS & TRAILERS nv.
4.3. In case DEGROOTE TRUCKS & TRAILERS nv has to store the goods due to the customer’s late acceptance, a storage fee of € 25 per day is due by operation of law and without prior notice of default from the expiry of the 10th day after the notice referred to in article 4.2.

ARTICLE 5: INSPECTION AND CONFORMITY

5.1. The customer shall inspect the goods at the moment of the delivery and the acceptance of the goods.
5.2. The second-hand goods are sold in “as is” condition at the moment of the execution of the sales agreement. Acceptance of the delivery implies acceptance of the condition of the goods.
5.3. DEGROOTE TRUCKS & TRAILERS nv is in no case bound to maintain, arrange and adjust the goods for their normal use or to replace any parts as prescribed by the manufacturer. Normal wear and tear and normal reduction in value of the parts shall be regarded as part of the characteristics of second-hand goods and shall not give rise to a claim for indemnification against DEGROOTE TRUCKS & TRAILERS nv.
5.4. DEGROOTE TRUCKS & TRAILERS nv shall not be bound to indemnify the customer if the customer has transformed, changed or repaired the goods without the prior written consent of DEGROOTE TRUCKS & TRAILERS nv or in the event of abnormal or inappropriate use of the goods by the customer or the lack of maintenance according to the manufacturer’s instructions.
5.5. DEGROOTE TRUCKS & TRAILERS nv is not responsible for any disorders which occurred prior to the sale of the delivered goods or for any disorders of third parties with respect to the use of the goods sold.
5.6. In the event DEGROOTE TRUCKS & TRAILERS nv is bound to indemnify, it may replace the goods free of charge (after which the replaced goods become the property of DEGROOTE TRUCKS & TRAILERS) or repair the goods and grant a discount.

ARTICLE 6: LIABILITY

DEGROOTE TRUCKS & TRAILERS nv is only liable for the damage directly caused by a fault that is actually proven and is not liable for any indirect damage of any nature whatsoever (including but not limited to: damage caused by standing still and the loss of income) or any damage as a result of liability towards third parties.

ARTICLE 7: PRICE

7.1. The price of the goods is the price mentioned on the order form or invoice and is exclusive of delivery, transport and insurance costs, taxes, duties, toll, customs duties and/or charges of any nature whatsoever with respect to the goods delivered. These costs are payable by the customer unless explicitly agreed otherwise in writing between parties.
7.2. DEGROOTE TRUCKS & TRAILERS nv reserves the right to increase the agreed price if one or more cost factors (including but not limited to: energy prices and wage costs) increase, even in the event of foreseeable circumstances. In that case, the new price applies as mentioned on the face of the invoice.

ARTICLE 8: PAYMENT

8.1. Unless explicitly agreed otherwise in writing between parties, the goods shall be paid in advance at the registered office of DEGROOTE TRUCKS & TRAILERS nv. When the order is placed, the advance shall be paid as agreed between parties in the special terms and conditions. At the latest within 1 month after the execution of the agreement, the remaining balance is due.
8.2. The goods are only delivered after payment of the full cost price as mentioned on the order form. Unless otherwise agreed by DEGROOTE TRUCKS & TRAILERS nv, it will not affect the customer’s obligation to pay the full cost price and take delivery of the entire order.
8.3. In the event of the failure to pay or in the event of a late payment of the advance or the remaining balance, DEGROOTE TRUCKS & TRAILERS nv may consider the agreement terminated and sell the goods immediately and without prior notice of default or other notice and without prior court order. In that case, the customer shall pay agreed damages amounting to 35% of the price of the order due to the failure to execute the agreement entered into by and between parties, without prejudice to the right of DEGROOTE TRUCKS & TRAILERS nv to claim higher damages, subject to satisfactory proof of the damage actually suffered. The advance paid by the customer shall be set off with the above-mentioned damages and, if applicable, the remaining balance shall be paid by DEGROOTE TRUCKS & TRAILERS nv at the customer’s first request. 8.4. In the event DEGROOTE TRUCKS & TRAILERS nv prefers not to terminate the agreement immediately as mentioned above, the customer shall pay a late payment interest amounting to 1% per month of the amount of the unpaid invoice as from the due date, by operation of law and without notice of default, for each month or part thereof and without prejudice to the right of DEGROOTE TRUCKS & TRAILERS nv to claim higher damages, subject to satisfactory proof of the damage actually suffered. Every delay in payment shall by operation of law and without prior notice of default also result in agreed damages amounting to 15% of the invoice, with a minimum of € 250 and a maximum of € 2.500.
8.5. The amount of the invoice shall be paid net. Discount and bank costs are payable by the customer.
8.6. DEGROOTE TRUCKS & TRAILERS nv may suspend its obligations towards the customer without prior notice of default if the customer fails to fulfil his obligation to pay.
8.7. In the event of the failure to pay one single invoice when due, the balance of all other invoices, even if they have not yet fallen due, shall become immediately payable by operation of law.
8.8. Disputes with respect to the invoice shall, on pain of nullity, be reported by the customer within 10 days from the date of the invoice by means of registered letter sent to DEGROOTE TRUCKS & TRAILERS nv.
8.9. Debt comparison by the customer is expressly excluded.

ARTICLE 9: TRANSFER OF OWNERSHIP

9.1. The goods delivered remain the full property of DEGROOTE TRUCKS & TRAILERS nv until the customer fulfilled all payment obligations towards DEGROOTE TRUCKS & TRAILERS nv , including price, costs, interest and, if applicable, damages. The risks of damage, loss, theft or destruction of the goods shall be transferred to the customer on the date of the execution of the sales agreement. 9.2. The customer shall fulfil his duty of care with respect to the goods subject to retention of title and store the goods in accordance with the common sector standards and also insure the goods against the usual sector risks (including but not limited to: fire and theft). The customer covenants and agrees to inform DEGROOTE TRUCKS & TRAILERS nv if the goods are stored in an area which is not the customer’s property and, if applicable, inform DEGROOTE TRUCKS & TRAILERS nv of the identity and address of the owner. 9.3. Until the property of the goods is actually transferred to the customer in accordance with these general terms and conditions, the customer may not use the goods delivered as means of payment, pledge or encumber these goods with any real or personal rights or dispose of these goods in any way. The customer covenants and agrees to inform DEGROOTE TRUCKS & TRAILERS nv immediately by registered mail of any attachment levied on the goods by a third party. 9.4. The customer covenants and agrees not to put the goods into circulation before carrying out the second-hand inspection as required by law and paying the costs incurred as a result and before applying for the registration certificate in his name within the legal term and before fulfilling all legal administrative formalities.

ARTICLE 10: TERMINATION

10.1. DEGROOTE TRUCKS & TRAILERS nv may terminate the agreement with the customer at any time, immediately and without prior court order, without prior notice of default and without payment of damages in the following cases: (i) if the customer fails to fulfil one or more obligations arising from the agreement in due time and form, (ii) if the confidence of DEGROOTE TRUCKS & TRAILERS nv in the customer’s creditworthiness is shaken by acts of judicial execution against the customer or by suspension of payment or the application of insolvency proceedings such as bankruptcy or a judicial reorganization, (iii) in the event of liquidation or termination of the customer’s activities. 10.2. In the event of termination, DEGROOTE TRUCKS & TRAILERS nv may take back the goods and claim damages for the costs, interest and damage suffered and all claims held by DEGROOTE TRUCKS & TRAILERS nv against the customer become immediately payable.

ARTICLE 11: GUARANTEES

If DEGROOTE TRUCKS & TRAILERS nv granted a specific guarantee, it is mentioned on the face of the order form. The guarantee only applies to closed motor components, gearbox and rear-axle. The guarantee shall not apply to wear and tear parts and hourly wages. It is not possible to appeal to the guarantee in case of damage resulting from the unreasonable or inappropriate use of the vehicle, for example, very little motor oil, very low oil pressure, very high operating temperature, very little braking power, lack of vehicle stability, very little oil or grease in the gearbox, rear-axle, etc. The guarantee is cancelled by operation of law as soon as the customer entrusts his car for maintenance and work to a third party.

ARTICLE 12: RIGHT OF RETENTION

Parties expressly agree that all customer goods in the warehouses or workshops of DEGROOTE TRUCKS & TRAILERS nv may be retained by the latter to guarantee the payment of invoices due for goods already returned. New goods entrusted by the customer for processing or repair are deemed to form part of one and the same indivisible agreement, even if this agreement is performed in consecutive stages.

ARTICLE 13: FORCE MAJEURE

DEGROOTE TRUCKS & TRAILERS nv is by operation of law not bound to fulfil any obligation towards the customer in the event of force majeure. Force majeure means any situation in which the execution of the agreement by DEGROOTE TRUCKS & TRAILERS nv is prevented partly or completely, temporary or not, by circumstances beyond the latter’s will, even if this circumstance could be foreseen at the moment of the execution of the agreement. Without being exhaustive, are considered as events of force majeure: strike, war, government measures, factory or transport breakdowns of any kind and shortcomings by third parties used by DEGROOTE TRUCKS & TRAILERS nv to execute the agreement. The buyer shall not withdraw from the execution of the agreement due to laws, regulations, instructions, rules, import restrictions or customs regulations applicable in the country of import.

ARTICLE 14: TAKEOVER OF A VEHICLE

14.1. If the order form mentions the takeover of the customer’s vehicle, this takeover is subject to the proof that the customer is the owner of this vehicle and that he may dispose of the vehicle and that all obligations with respect to a possible financing have been fulfilled. The takeover value of this vehicle, as agreed at the moment of ordering the goods, is final provided the condition of the vehicle belonging to the customer at the moment of the delivery corresponds to the description of the vehicle on the order form or an attached document. In the event of the failure to comply with one of these conditions, or if the agreed date of delivery of this vehicle is not respected, DEGROOTE TRUCKS & TRAILERS nv may reduce the takeover price or cancel the takeover without entitling the customer to damages. This cancellation shall not affect the execution of the sales agreement. 14.2. If the customer continues to use the vehicle awaiting the delivery of the goods ordered from DEGROOTE TRUCKS & TRAILERS nv, all costs arising with respect to this vehicle and any reduction in value shall be borne by the customer.

ARTICLE 15: V.A.T.

In the event of the transfer of the goods to another member state of the European Union or if the export of the goods is exempt from V.A.T., the customer covenants and agrees to meet the necessary requirements in order to realize a valid transaction. If the application of the V.A.T.-exemption for any reason whatsoever (later on) appears to be impossible, the customers shall pay DEGROOTE TRUCKS & TRAILERS nv an amount equal to the amount payable in case of a domestic delivery of these goods. The customer is also liable for any damage incurred by DEGROOTE TRUCKS & TRAILERS nv as a result of the customer’s failure to meet with the above-mentioned requirements.

ARTICLE 16: NOTICES

The customer expressly acknowledges that all notices by DEGROOTE TRUCKS & TRAILERS nv shall be valid when sent by e-mail.

ARTICLE 17 : DISPUTES

17.1. All disputes arising between parties shall be settled exclusively by the Courts of Bruges.
17.2. All agreements between parties shall be governed exclusively by Belgian law. The application of the Vienna Sales Convention of 11 April 1980 is explicitly excluded.

ARTICLE 18: CAPACITY OF THE CUSTOMER

18.1. In the event the customer is a consumer in the sense of the Law of 6 April 2010 on market practices and the protection of the consumer and/or article 1649bis of the Belgian Civil Code, these general terms and conditions shall apply, with the exception of the following articles: 3, 5.1-5.2., 5.6., 7.1., 8.8. and 17.1.
18.2. In the event the agreement is realized by means of an intermediary, this intermediary, unless otherwise agreed, is always deemed to act as the customer’s attorney, so that each action performed by or with this intermediary is deemed to be performed directly with the customer.