Terms and Conditions

General Terms and Conditions of Carmo B.V.
Registered with the Eindhoven Chamber of Commerce under number 94492816

Article 1. GENERAL
1.1. These terms and conditions apply to all offers and agreements relating to the sale and purchase of goods and/or to contracts and services provided by Carmo B.V., hereinafter referred to as Carmo B.V.;
1.2. Any additions to or deviations from these terms and conditions must be agreed in writing and shall apply only to the agreement for which they were made.
1.3. The rights and obligations arising from agreements between Carmo B.V. and the other party may not be transferred by the other party to third parties, unless with the written consent of Carmo B.V.
1.4. Any general terms and conditions to the contrary, including those of the client, shall not be accepted by Carmo B.V., unless otherwise agreed in writing and confirmed by Carmo B.V.

Article 2. OFFERS
2.1. All offers are made entirely without obligation and remain valid for one month, unless otherwise agreed in writing. An offer that specifies a time limit may nevertheless be withdrawn by Carmo B.V., even after receipt of the order or commission, provided this is done within 5 working days of receipt of that order or commission.
2.2. Quantities, weights, dimensions, prices and the like stated in price lists, quotations, other documents and on the website are for information purposes only. They are approximate and are not binding on Carmo B.V.

Article 3. AGREEMENTS
Except where an order is placed by means of a deposit, a contract shall only be deemed to have been validly concluded once Carmo B.V. has confirmed the order or commission in writing or has commenced the execution of the order or commission. The content of the contract is determined by the quotation and/or order confirmation from Carmo B.V. and these general terms and conditions.

Article 4. PRICES
4.1. All quotations and the prices charged by Carmo B.V. are the prices applicable at the time of the offer or the conclusion of the contract, and are ex-warehouse, in euros and exclusive of VAT and other costs applicable to the contract, such as levies and surcharges, unless otherwise agreed in writing. Once delivery has taken place, the materials are thereafter at the buyer’s expense and risk.
4.2. If, after the conclusion of the contract, the prices of materials, taxes and/or other factors that help determine the price of the goods and/or services undergo a change, Carmo B.V. is entitled to implement these price changes. Price changes of more than 10% entitle the other party to terminate the contract, provided this is done in writing and within seven days of receipt of the relevant notification. Such termination does not entitle the other party to compensation for any loss or damage.

Article 5. PAYMENT
5.1. Delivery shall, in principle, take place after full payment in advance, unless otherwise agreed in writing. The products shall be delivered once the full amount due has been paid. In exceptional cases, payment must be made within 14 days of the invoice date.
5.2. The other party shall be in default upon expiry of the payment term referred to in paragraph 1 of this article, without any notice of default being required, regardless of whether or not the other party is to be held responsible for the delay.
5.3. Without prejudice to any other rights to which it is entitled, Carmo B.V. shall then be entitled to charge interest on the outstanding amount at a rate of 1.5% per month or part thereof, calculated from the relevant due date.
5.4. All extrajudicial and judicial costs incurred by Carmo B.V. in connection with a dispute with the other party, whether in a claim or a defence, shall be borne by the other party.
5.5. Incoming payments shall be applied first to settle the oldest outstanding items, including interest and costs, even if the other party states otherwise in this regard.

Article 6. CANCELLATION
6.1. In the event of cancellation by the other party, all costs incurred by Carmo B.V. in connection with the order or assignment, as well as any loss of profit, shall be immediately payable, subject to a minimum of 10 per cent of the principal sum, all to be increased, where necessary, by any loss suffered by Carmo B.V. as a result of the cancellation.
6.2. Upon cancellation of the order, the right to the deposit shall lapse.

Article 7. DELIVERY TIME, DELIVERY, RISK
7.1. The delivery period stated in the quotation and/or the order confirmation, or as otherwise agreed, shall not be regarded as a strict deadline and is given only as an approximation, even if it has been expressly accepted by the other party. In the event of late delivery, Carmo B.V. shall therefore only be deemed to be in default following written notice of default.
7.2. The specified or agreed delivery period shall, in any event but not exclusively, be automatically extended by the period(s) during which:
- there is a delay in manufacture and/or dispatch and/or assembly and/or any other circumstance temporarily preventing performance, regardless of whether this is attributable to Carmo B.V.;

- the other party fails to fulfil one or more obligations towards Carmo B.V. or there is a well-founded fear that it will fail to do so, regardless of whether the reasons for this are well-founded or not;
- the other party fails to enable Carmo B.V. to perform the contract; this situation arises, amongst other things, if the other party fails to specify the place of delivery or to make available the information, goods or facilities required for performance.

7.3. The other party must take delivery of and inspect the goods or services purchased from Carmo B.V. (see warranty). If these goods are refused by the other party or delivery proves impossible, the goods will be stored by Carmo B.V. at the other party’s expense and risk. The costs of storage shall be borne by the other party. Carmo B.V. shall demand performance but reserves the right to terminate the agreement without judicial intervention, without prejudice to Carmo B.V.’s right to compensation.

Article 8. PERFORMANCE OF THE AGREEMENT
8.1. Carmo B.V. shall perform the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
8.2. Carmo B.V. is entitled, without the other party’s consent, to subcontract the assignment or parts thereof to, or have it carried out by, third parties who are not employed by Carmo B.V.
8.3. The other party shall ensure that all information which Carmo B.V. indicates is necessary, or which the other party ought reasonably to understand is necessary for the performance of the agreement, is provided to Carmo B.V. in good time.
8.4. Unless otherwise stated, an indicative target timeframe applies to testing and repairs, calculated from the date of delivery. No rights may be derived from this timeframe.

Article 9. WARRANTY/COMPLAINTS
9.1. All products supplied by Carmo B.V. and manufactured by third parties are covered by the manufacturer’s warranty as provided by the relevant manufacturer or supplier. Carmo B.V. guarantees that all goods are fit for purpose and legally permissible for the purpose for which they are intended, that they comply with the agreed specifications, and that they are free from material and manufacturing defects.
9.2. Subject to the provisions elsewhere in these terms and conditions, and to the extent permitted by law and subject to Article 21, Carmo B.V. guarantees the soundness and quality of the products it supplies and/or the materials used and/or supplied, for a period of one (1) year from the date of delivery. This warranty provision also applies to latent defects, but only where such defects are exclusively or predominantly the result of faulty manufacture of the goods supplied by Carmo B.V. If the goods or materials supplied do not meet the requirements normally expected of them, Carmo B.V. shall, at its discretion, repair the resulting defects in the goods supplied free of charge, replace them or reimburse the client.
9.3. Carmo B.V.’s warranty obligation shall lapse if the goods supplied are used improperly by the other party, are handled incorrectly, are subjected to excessive strain, or if the technical instructions regarding the use of the product are not observed.
9.4. The warranty period shall not be extended as a result of the repair or replacement of parts within the warranty period.
9.5. A claim cannot be made if:
- A proof of purchase or receipt cannot be produced;
- The goods supplied or the installation exhibit one or more imperfections or deviations that fall within a reasonable tolerance;
- The goods have been used for a purpose other than that for which they are normally intended or, in the opinion of Carmo B.V., have been used, stored, transported or fitted in an improper manner, including but not limited to racing use, circuit use, tuning outside factory specifications, incorrectly connected components, a faulty charging system, incorrect earth connection, voltage spikes or moisture/fire damage;
- The damage was caused by the other party’s negligence (for example, due to insufficient maintenance) or because the other party acted contrary to instructions, guidelines and advice provided by Carmo B.V.;
- The other party has failed to fulfil its obligations towards Carmo B.V. (whether financial or otherwise);
- Repairs or other work have been carried out on the work performed by third parties without the written consent of Carmo B.V. 9.6. If the other party lodges a written complaint within five days of receipt, in accordance with the provisions of the relevant agreement and these general terms and conditions, and Carmo B.V. finds the complaint to be justified, Carmo B.V. shall, at its discretion, either replace the defective goods (or parts thereof) free of charge (whereupon the replaced goods shall become its property), repair them or carry out the work again, or grant a price reduction.
9.7. The fact that a complaint is being considered does not suspend the other party’s obligation to pay.
9.8. If a complaint is considered outside the cases described above, this is done entirely without obligation and the other party cannot derive any rights from it.

Article 10. INSPECTION
The goods shall be inspected by Carmo B.V. prior to delivery. The other party shall have the right, at its own expense, to inspect the goods prior to delivery at a time and place determined by Carmo B.V.

Article 11. BREACH OF CONTRACT/TERMINATION/SUSPENSION
11.1. Carmo B.V. is authorised to terminate the agreement in whole or in part with immediate effect, without judicial intervention, or to suspend its performance, without prejudice to any other rights to which it is otherwise entitled (to specific performance and/or compensation), if:
- the other party acts in breach of any provision of the agreement between the parties;
- the other party dies, applies for a moratorium on payments or files for bankruptcy;
- a petition for the other party’s bankruptcy is filed;
- the other party’s business is wound up or liquidated;
- an out-of-court settlement is offered;
- any of the other party’s assets are seized;

11.2. The provisions of paragraph 1 of this article shall apply mutatis mutandis if the other party, having been invited to do so in writing, has not, within seven days, provided security deemed adequate by Carmo B.V.

Article 12. RETENTION OF
TITLE 12.1. Delivery is subject to retention of title. This retention of title applies in respect of claims for payment of all goods delivered or to be delivered by Carmo B.V. to the other party pursuant to any agreement and/or work carried out in connection with such delivery, as well as in respect of claims arising from the other party’s failure to fulfil these agreements.
12.2. In the cases referred to in Article 11(1) above, Carmo B.V. is authorised to repossess the goods delivered which, in accordance with the preceding paragraph of this Article, have remained its property. Such repossession shall constitute a termination of the agreement(s) concluded with the other party. The other party irrevocably authorises Carmo B.V., to the extent necessary, to remove the goods in question (or arrange for their removal) from wherever they are located.
12.3. The other party is authorised, if and insofar as necessary in the course of its normal business operations, to dispose of the goods subject to retention of title. If the other party exercises this authority, it is obliged to supply the goods subject to retention of title to third parties only subject to Carmo B.V.’s retention of title. It is also obliged to grant Carmo B.V., upon first request, a silent charge over the claims it has or may have against these third parties. In the event that the other party refuses to do so, this provision shall constitute an irrevocable power of attorney to Carmo B.V. to create this charge.

Article 13. RIGHT OF
RETENTION Carmo B.V. is authorised to suspend the fulfilment of the obligation to hand over an item belonging to the other party, which it holds in the context of an order, until Carmo B.V.’s claim in respect of that item has been paid in full, including interest and costs, unless the other party has provided sufficient security in respect of the goods in question.

Article 14. LIABILITY
14.1. To the extent permitted by law, Carmo B.V. shall not be liable for any loss or damage arising as a result of any failure to fulfil its obligation(s) towards the other party. Fulfilment of the obligations arising from the warranty/complaints procedure as described in Article 9 above shall constitute the sole and exclusive compensation. Any other claim for damages, on whatever grounds, is excluded, unless there is wilful misconduct or gross negligence on the part of Carmo B.V. or its managerial staff.
14.2. Nor shall Carmo B.V. be liable for wilful misconduct or (gross) negligence on the part of (non-managerial) employees or of others whom it has engaged in the context of the performance of the agreement.
14.3. Carmo B.V. accepts no liability for advice provided by or on behalf of it.
14.4. Carmo B.V. shall at all times be entitled to remedy any damage suffered by the other party. The other party must be given the opportunity to do so; otherwise, the claim for liability and, consequently, the compensation shall lapse.

Article 15. FORCE MAJEURE
15.1. Force majeure within the meaning of these general terms and conditions is understood to mean any circumstance beyond the control and influence of Carmo B.V., whether or not foreseeable at the time the contract was entered into, as a result of which performance cannot reasonably be expected of Carmo B.V., such as war, government measures, a shortage of raw materials, factory or transport disruptions of any kind, strikes, lockouts or staff shortages, quarantine, epidemics, frost damage, or failure on the part of third parties engaged by Carmo B.V. for the purpose of performing the contract (such as late delivery by suppliers), etc.
15.2. Force majeure entitles Carmo B.V. either to terminate the agreement in whole or in part, or to suspend the performance of its obligations, without being liable for damages. The other party remains obliged to pay for the part of the agreement that has already been performed.

Article 16. CONFIDENTIALITY/INTELLECTUAL PROPERTY RIGHTS
16.1. The other party undertakes to maintain complete confidentiality regarding all data and information relating to Carmo B.V. or its business, both during and after the termination of the agreement and the relationship between the parties, insofar as such data has been provided in confidence or is of a manifestly confidential nature.
16.2. Carmo B.V. reserves all (intellectual property) rights relating to the goods it has supplied in the broadest sense of the word, in particular the copyright in all works as referred to in Article 10 of the Copyright Act. The other party undertakes not to infringe or prejudice these rights in any way, whether directly or indirectly, through use or otherwise, and acknowledges that Carmo B.V. is the rightful owner in this regard.

Article 17. PARTIAL INVALIDITY
If one or more provisions of this agreement with the other party are not, or are not entirely, legally valid, the remaining provisions shall remain in full force and effect. In place of the invalid provisions, an appropriate provision shall apply which, in a legally effective manner, approximates as closely as possible the intention of the parties and the economic result they sought to achieve.

Article 18. PLACE OF PERFORMANCE, GOVERNING LAW, COMPETENT COURT
18.1. The place of business of Carmo B.V. is the place where the other party must fulfil its obligations towards Carmo B.V., unless mandatory provisions preclude this.
18.2. All offers and agreements of Carmo B.V. are governed exclusively by Dutch law.
18.3. Any disputes arising from the agreement concluded between the other party and Carmo B.V., or from any further agreements that may result therefrom, shall be settled by the competent court.

Article 19. Storage Costs and Removal of Goods
19.1. Goods stored by Carmo B.V. in connection with an order are subject to storage charges if these goods are not collected by the other party within 6 months of the completion of the order.
19.2. After a period of 6 months, Carmo B.V. will charge storage costs of €1 per day, up to a maximum of €200.
19.3. If the goods are not collected within 12 months of the completion of the assignment, Carmo B.V. reserves the right to dispose of these goods in accordance with the applicable laws and regulations concerning limitation periods and transfer of ownership.
19.4. Carmo B.V. shall give the other party prior written notice to collect the goods within a reasonable final deadline, and shall inform the other party in writing in good time of the application of the storage charges and the forthcoming removal of the goods.
19.5. The other party remains liable for all costs arising from the storage and removal of the goods, including the storage charges as described above.

Article 20. USE OF THE DYNO AND DIAGNOSTIC WORK ON SITE
20.1 General risk and liability
The use of the dynamometer (dyno) or the carrying out of diagnostic work on vehicles in Carmo B.V.’s workshop is entirely at the customer’s own risk, except in cases of wilful misconduct, deliberate recklessness or gross negligence on the part of Carmo B.V. The customer acknowledges and accepts that such tests may entail risks, including mechanical damage, electronic failure, leaks, overheating and other faults.
20.2 Limitation of warranty on test results
Carmo B.V. offers no guarantee as to the safety, accuracy or completeness of the test results arising from the use of the dyno or diagnostic equipment. Any damage to the vehicle during or after the test is the responsibility of the customer, except in cases of wilful misconduct, deliberate recklessness or gross negligence on the part of Carmo B.V.
20.3 Declaration of Vehicle Condition
The customer declares that the vehicle is in good condition and has no known mechanical or electronic faults that could affect the use of the dyno or diagnostic equipment or increase risks. Should damage occur during testing, the customer accepts that Carmo B.V. cannot be held liable for this, except in the event of wilful misconduct, deliberate recklessness or gross negligence on the part of Carmo B.V.
20.4 Indemnity against claims for damages
The customer shall indemnify Carmo B.V., its employees and representatives, to the extent permitted by law, against any liability relating to damage to vehicles, personal injury or third-party claims arising from the use of the dyno or diagnostic equipment.
20.5 Loss, theft and damage to property
Carmo B.V. shall not be liable for any loss, theft or damage to parts, accessories or personal property 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 loss arising from force majeure, such as power cuts, software malfunctions, delays or external influences during diagnostics or dyno testing.

Article 21. ADDITIONAL PROVISIONS FOR CONSUMERS (distance selling)
21.1. Insofar as the other party is a consumer (a natural person not acting in the course of a profession or business), the provisions below shall apply. In the event of any conflict with the other articles of these terms and conditions, these provisions shall prevail, but only insofar as they are in the consumer’s favour.
21.2. Right of withdrawal. The consumer has the right to withdraw from the contract of sale relating to a product within fourteen (14) days of receipt without giving any reason (right of withdrawal). To do so, the consumer may use the model withdrawal form or make another unambiguous statement. Carmo B.V. will refund the full amount paid by the consumer, including standard delivery charges, within fourteen (14) days of the withdrawal.
21.3. Exceptions to the right of withdrawal. The right of withdrawal does not apply to: (a) products manufactured, programmed, coded or flashed to the consumer’s specifications or those of their vehicle, which are not prefabricated, including chip keys, ECU flashes and vehicle-specific configured units; and (b) services (including research, testing, repair and overhaul) which have been fully performed with the consumer’s express prior consent, whereby the consumer has declared that they waive their right of withdrawal once the service has been fully performed.
21.4. Diminished value. The consumer may unpack and examine the product as would be permitted in a physical shop. If the consumer has used the product beyond what is necessary to ascertain its nature, characteristics and functioning – including, in any event, the installation, connection or powering up of electronic components – the consumer shall be liable for any loss of value of the product.
In the case of electronic components, connection, assembly, use or damage may result in the product no longer being saleable as new. Carmo B.V. will assess the condition of the returned product upon receipt. As a guide, no deduction will be applied to an unused product that is saleable as new; a deduction may be applied to a product that has been connected, tested or used and is no longer saleable as new; and in the case of a product that has been installed, damaged or is otherwise no longer saleable, the reduction in value may amount to the full value of the product. Any deduction will always reflect the actual reduction in value.
21.5. Test service. Carmo B.V. offers a testing service. If the consumer purchases a replacement product following the test, the test is free of charge. If only a test is requested without the purchase of a replacement product, the testing fee stated on the website applies. Carmo B.V. strongly advises the consumer to have the product tested (or to arrange for it to be tested) before ordering a replacement product.
21.6. Warranty and conformity. Carmo B.V. guarantees that the product is free from defects in materials and workmanship and meets the consumer’s reasonable expectations under the contract. However, Carmo B.V. does not guarantee that a product will remedy every symptom or fault experienced by the consumer if the cause thereof lies wholly or partly outside the scope of the product supplied, such as in the case of wiring, ignition coils, pick-up/trigger, stator or other vehicle components. The consumer’s statutory rights, including the statutory requirements of conformity, remain in full force.
21.7. Online withdrawal function. To the extent required by law, Carmo B.V. provides consumers with a clear and easily accessible online function enabling the consumer to exercise their right of withdrawal during the applicable withdrawal period. Upon use of this function, Carmo B.V. will confirm receipt of the withdrawal without delay.
21.8. Returns and return costs. Returns are processed via Carmo B.V.’s returns portal (https://carmo-electronics.shipping-portal.com/rp/), where the consumer can generate a returns label using the order number and postcode. The cost of a return label via the portal is €12.50 for standard returns within the EU. You are, of course, also free to use your own carrier or return the product to our shop in Helmond. The direct costs of returning the goods (return costs) are borne by the consumer and will not be reimbursed by Carmo B.V. in the event of withdrawal; this does not affect the refund of the purchase price and the original standard delivery charges pursuant to Article 21.2.