Terms and Conditions
TERMS AND CONDITIONS Carmo B.V.
FILED WITH THE CHAMBER OF COMMERCE IN EINDHOVEN UNDER NUMBER 17085093
Article 1. GENERAL
1.1. These terms and conditions apply to all offers and agreements of the purchase/sale of goods and/or assignments and services of Carmo B.V., further mentioned Carmo B.V.;
1.2. Additions or deviations from these terms and conditions must be agreed in writing and only apply to that agreement for which they were made.
1.3. The rights and obligations from agreements between Carmo B.V. and the other party cannot be transferred to third parties by the other party, unless with written permission from Carmo B.V.
1.4. Other terms and conditions, including those of the client, are by Carmo B.V. Not accepted, unless otherwise agreed in writing and by Carmo B.V. is confirmed.
Article 2. OFFERS
2.1. All offers are entirely without obligation and have a validity of 1 month, unless otherwise agreed in writing. An offer that contains a term can be done by Carmo B.V. Nevertheless, even after receipt of the order or assignment, it is revoked, provided within 5 working days of receiving that order or assignment.
2.2. In price courses, quotations, other documents and website quantities, weights, sizes, prices and the like are exclusively informative. They have the character of an approaching designation and bind Carmo B.V. not.
Article 3. AGREEMENTS
Subject to the case of placing an order by means of a down payment, an agreement is deemed to have first been legally concluded after Carmo B.V. the order or assignment has confirmed in writing or has started with the execution of the order or assignment. The content of the agreement is determined by the quotation and/or order confirmation of Carmo B.V. and these general terms and conditions.
Article 4. PRICES
4.1. All quotations and prices that Carmo B.V. Taken, the prices applicable at the time of the offer or the conclusion of the Agreement, and AF warehouse, in euros and excluding VAT and other costs falling on the agreement, such as taxes, surcharges, unless agreed otherwise in writing. If delivery has taken place, the materials are further for the buyer's accountability.
4.2. If after the agreement concludes the prices of materials, taxes and/or other factors that partly determine the price of the goods and/or services, Carmo B.V. entitled to make these price changes. Price changes of more than 10% give the other party the right to terminate the agreement, provided that this is done in writing and within seven days of receiving the relevant notification. A dissolution as the aforementioned does not entitle the other party to compensation for any damage.
Article 5. PAYMENT
5.1. Delivery is in principle only under cash on delivery. The products are delivered after the fully due amount has been paid. In exceptional cases, payment must then be made within 14 days after the invoice date.
5.2. The Other Party is in default after the expiry of the payment period referred to in paragraph 1 of this article without a notice of default being required, regardless of whether or not the other party can be attributed.
5.3. Without prejudice to the rights future, Carmo B.V. then authorized to calculate an interest on the outstanding amount of 1.5% per month or a part of a month, to be calculated from the relevant due date.
5.4. All by Carmo B.V. Extrajudicial and judicial costs incurred in the context of a dispute with the other party, both claiming and defendant, will be borne by the other party.
5.5. Incoming payments are to pay the oldest outstanding items, interest and costs, even though the other party declares other prestige.
Article 6. CANCELLATION
6.1. In case of cancellation by the other party, all by Carmo B.V. With regard to the order or order incurred as well as the lost profit, immediately due and payable, with a minimum of 10% of the principal sum, to increase everything for as much as required by Carmo B.V. as a result of the cancellation of damage suffered.
6.2. When canceling the order, the entitlement to the down payment expires.
Article 7. DELIVERY TIME, DELIVERY, RISK
7.1. The or agreed delivery period referred to in the offer and/or the order confirmation does not apply as a fatal period and is only indicated, even if it has been explicitly accepted by the other party. With late delivery, Carmo B.V. Then only after written notice of default in default.
7.2. The aforementioned or agreed delivery period is in any case, but not exclusively, automatically extended by the period (s) during which:
- there is a delay in the manufacture and/or shipment and/or assembly and/or of any other execution temporarily preventing circumstance, regardless of whether this Carmo B.V. can be attributed;
- Other party in one or more obligations towards Carmo B.V. there is a lack of whether there is good fear that he will fall short of this, regardless of whether the reasons for it are justified or not;
- Other party Carmo B.V. does not enable to execute the agreement; This situation occurs, among other things, if the Other Party fails to communicate the place of delivery or to make information, goods or facilities available for the implementation.
7.3. The other party serves the Carmo B.V. to receive and check purchased goods or services (see warranty). If these goods are refused by the Other Party or delivery is not possible, the goods will be made by Carmo B.V. stored, this for the account and risk of the other party. The costs for storage are for the account of the other party. Carmo B.V. will claim fulfillment, but reserves the right to terminate the agreement without judicial intervention, without prejudice to the right of Carmo B.V. for compensation.
Article 8. IMPLEMENTATION OF THE AGREEMENT
8.1. Carmo B.V. will perform the agreement to the best of its knowledge and ability and in accordance with the requirements of good craftsmanship.
8.2. Carmo B.V. is entitled to outsource the assignment or parts thereof without the consent of the other party to or have it carried out by third parties who are not employed by Carmo B.V.
8.3. The other party ensures that all data, of which Carmo B.V. indicates that these are necessary or whose other party should reasonably understand that they are necessary for the execution of the agreement, in time to Carmo B.V. are provided.
8.4. For testing and repair, a treatment period of approximately 3 days from the date of delivery applies.
Article 9. WARRANTY/ADVERTISING
9.1. For all by Carmo B.V. The factory warranty supplied and manufactured by third parties applies as granted by the relevant manufacturer or supplier. Carmo B.V. guarantees that all matters are suitable and legally permissible for the purpose for which they are intended, that they are in accordance with the agreed specifications and that these items are free of material and manufacturing errors.
9.2. With due observance of what is stipulated elsewhere in these conditions, Carmo B.V. In for soundness as well as the quality of the products it supplies or the material used and/or supplied, during one (1) year from delivery. This warranty also applies to hidden defects, but only if such defects are exclusively or predominantly the result of an incorrect manufacture of the delivered goods by Carmo B.V. If the delivered or the materials do not meet the requirements to be set in normal traffic, Carmo B.V. The defects that have arisen to the delivered goods, as a result, repair, replace or reimburse the client, this at the choice of Carmo B.V.
9.3. The guarantee obligation of Carmo B.V. lapses if the delivered goods are used improperly by the other party, is treated incorrectly or is exposed to an extraordinary tax The technical instructions regarding the use of the product will not be observed.
9.4. Due to a repair or replacement of parts within the warranty period, the warranty period is not extended.
9.5. Advertising is not possible if:
- a proof of purchase / purchase receipt cannot be submitted;
- the goods delivered/assembly show one or more imperfections or deviations that fall within a reasonable tolerance;
- The matters have been used for a different purpose than for which they are normally intended or in the opinion of Carmo B.V. were used in improper way (for example racing purposes), stored or transported or by the other party;
- The damage was caused by the negligence of the other party (for example due to insufficient maintenance) or because the other party has acted contrary to instructions, instructions and advice from Carmo B.V;
- the other party not to its obligations towards Carmo B.V. (both financially and otherwise) has paid;
- without written permission from Carmo B.V. Repairs or other work on the work performed have been performed by third parties.
9.6. If the Other Party, with due observance of the provisions of the relevant agreement and these General Terms and Conditions, provides in writing within five days of receipt, and his advertising by Carmo B.V. is found to be well -founded, Carmo B.V. Too her choice The inadequate items (or parts thereof) not to replace (after which the replaced goods become its property) or repair the work again or re -perform or grant a price reduction.
9.7. The processing obligation of the other party does not suspend the handling of a advertising.
9.8. If attention is paid to a complaint outside of the cases described above, this will be completely compulsory and the other party cannot derive any rights from this.
Article 10. INSPECTION
The cases are for delivery by Carmo B.V. checked. The other party has, for its own account, the right to inspect the goods for delivery on time and place by Carmo B.V. determined.
Article 11. NON-COMPLIANCE/DISSOLUTION/SUSPENSION
11.1. Carmo B.V. is authorized to dissolve the agreement with immediate effect, without judicial intervention, in whole or in part, or to suspend the implementation, without prejudice to the rights that have been due (to compliance and/or compensation), if:
- the other party acts contrary to any determination of the agreement between the parties;
- the other party dies, requests a suspension of payment or makes a declaration of bankruptcy;
- The other party's bankruptcy is requested;
- The company of the other party is being stopped or liquidated;
- a private agreement is offered;
- seizure on any asset of the other party is seized;
11.2. The provisions of paragraph 1 of this article apply mutatis mutandis if the other party, after being invited to this end, will not be within seven days in the opinion of Carmo B.V. has provided appropriate certainty.
Article 12. RETENTION OF TITLE
12.1. Delivery takes place under retention of title. This reservation applies with regard to claims for payment of all by Carmo B.V. The Other Party carried out to the goods delivered or to be delivered under any agreement and/or work carried out in the context of delivery, as well as with regard to claims due to the failure of the other party in the fulfillment of these agreements.
12.2. Carmo B.V. In the cases referred to in Article 11, paragraph 1, the delivered goods that have remained its property in accordance with the previous paragraph of this article. Such a return is a termination of the agreement (s) concluded with the other party. The other party authorizes Carmo B.V. For as much necessary irrevocable to remove the matters in question where they are where they are.
12.3. The other party is authorized, if and insofar as necessary in the context of its normal business operations, to have the goods on which the retention of title rests. If the other party makes use of this authority, he is obliged to also only include the goods on which the retention of title rests on third parties only subject to the property rights of Carmo B.V. to be delivered. He is also mandatory Carmo B.V. Upon first request, to grant a silent pledge on the claims he has or will receive on these third parties. In the event that the other party refuses this, this provision counts as irrevocable proxy to Carmo B.V. To create this lien.
Article 13. RETENTION LAW
Carmo B.V. is authorized to suspend the fulfillment of the obligation to issue a matter of the other party, which it has in the context of an assignment, until the claim of Carmo B.V. With regard to that case is fully paid including interest and costs, unless the other party has provided sufficient security for this goods.
Article 14. LIABILITY
14.1. Carmo B.V. Is not liable for damage arising as a result of any shortcoming in the fulfillment of its obligation (s) towards the other party. The fulfillment of the obligations from warranty/advertising as described in Article 9 applies as the only and overall compensation. Any other claim for compensation, for whatever reason, is excluded, unless there is intent or gross negligence from Carmo B.V. or manager subordinates.
14.2. Carmo B.V. is also also liable for the intent or (gross) negligence of (non-management) subordinates or of others that it has engaged in the context of the implementation of the agreement.
14.3. Carmo B.V. accepts no liability for, by or on behalf of it provided.
14.4. Carmo B.V. has the right to repair a damage from the other party at all times. The other party serves Carmo B.V. To this end, the opportunity to be given otherwise the liability and therefore the compensation will lapse.
Article 15. FORCE MAJEURE
15.1. Force majeure within the meaning of these General Terms and Conditions is understood to mean any circumstance outside the will and the actions of Carmo B.V., whether or not at the time of entering into the Agreement, as a result of which the fulfillment is not reasonably of Carmo B.V. can be required, such as war, government measures, lack of raw materials, factory or transport disruptions of any nature whatsoever, work strikes, exclusion or lack of personnel, quarantine, epidemics, frost loss, shortcoming of third parties that by Carmo B.V. for the purpose of the implementation of the agreement have been engaged (such as late delivery by suppliers), etc.
15.2. Force majeure gives Carmo B.V. the right to or partially terminate the agreement or to suspend the implementation of its obligations, without being obliged to pay compensation. The Other Party for payment is held in respect of the part of the agreement already executed.
Article 16. CONFIDENTIALITY/INTELLECTUAL PROPERTY RIGHTS
16.1. The other party undertakes to complete confidentiality of all data and information regarding Carmo B.V. or its company, both during and after termination of the agreement and the relationship between the parties, insofar as this information has been provided confidentially or have a apparently confidential character.
16.2. Carmo B.V. reserves all rights (of intellectual property) with regard to the goods it has supplied by it in the broadest sense of the word, in particular the copyrights on all works as referred to in Article 10 of the Copyright Act. The other party undertakes these rights in no way, directly or indirectly, to violate or affect them by using or otherwise and acknowledges that Carmo B.V. IS REGCEODE.
Article 17. PARTILE VANITY
If one or more provisions from this agreement with the other party are not or are not entirely legally valid, the other provisions will be fully upheld. Instead of the invalid provisions, an appropriate arrangement applies, which approaches the intention of parties and the economic result they pursued as close as possible in a legally effective manner.
Article 18. PLACE OF COMPLIANCE, APPLICABLE LAW, COMPETENT COURT
18.1. The location of Carmo B.V. is the place where the other party of its obligations towards Carmo B.V. must comply, unless mandatory provisions are opposed to this.
18.2. On all offers and agreements of Carmo B.V. Is only applicable Dutch law.
18.3. All disputes that arise as a result of the between the other party and Carmo B.V. Agreement concluded or from further agreements, which may be the result of this, will be settled by the competent court.
Article 19. STORAGE COSTS AND REMOVAL OF GOODS
19.1. Goods that by Carmo B.V. are stored in the context of an assignment, are subject to storage costs if these goods are not collected by the other party within 6 months of the completion of the assignment.
19.2. After a period of 6 months, Carmo B.V. Paying parking costs of € 1 per day, with a maximum of € 200.
19.3. If the goods are not collected within 12 months after the completion of the assignment, Carmo B.V. the right to remove these goods, in accordance with the applicable laws and regulations regarding the limitation period and transfer of ownership.
19.4. Carmo B.V. the other party will inform in writing in writing about the application of the storage costs and the upcoming removal of the goods.
19.5. The other party remains responsible for all costs arising from the storage and removal of the goods, including the storage costs as described above.
Article 20. USE OF DYNO / POWER BANK AND DIAGNOSTIC WORK ON LOCATION
20.1 General risk and liability
The use of the power bank (Dyno) or the performance of diagnostic work on vehicles in the workshop of Carmo B.V. is entirely at the customer's own risk. The customer acknowledges and accepts that such tests can entail risks, including mechanical damage, electronics failure, leaks, overheating and other defects.
20.2 Warranty restriction on test results
Carmo B.V. does not guarantee safety, accuracy, or completeness of the test results resulting from the use of the Dyno or diagnostic equipment. Any damage to the vehicle during or after the test falls entirely under the responsibility of the customer.
20.3 Statement for vehicle condition
The customer explains that the vehicle is in good condition, does not contain known mechanical or electronic defects that could influence dyno or diagnosis use or increase risks. If damage occurs during testing, the customer accepts that Carmo B.V. cannot be held liable for this.
20.4 Reduction from damage claims
The customer indemnifies Carmo B.V., its employees and representatives for any liability with regard to damage to vehicles, injuries or claims from third parties that arise from the use of the Dyno or diagnostic equipment.
20.5 Loss, theft and property damage
Carmo B.V. Is not liable for loss, theft or damage to parts, accessories or personal property that are located in or on the vehicle during the test or diagnosis.
20.6 Force majeure
Carmo B.V. accepts no liability for damage or consequential damage caused by force majeure, such as power outbursts, software stones, delays, or external influences during diagnosis or dyno tests.
