General conditions

(sale of used goods and vehicles)

Article 1. General

These terms and conditions apply to every offer, quotation and agreement between
Horecacentrum Brabant hereinafter referred to as: “User”, and a Other Party to which User has declared these terms and conditions applicable, insofar as these terms and conditions are not expressly waived by the parties in writing.
deviated.
The present terms and conditions also apply to agreements with the User, the execution of which requires the involvement of third parties by the User.
These general terms and conditions are also written for the employees of User and its management.
The applicability of any purchasing or other terms and conditions of the Other Party is expressly rejected.
rejected.
If one or more provisions of these general terms and conditions are at any time wholly or partially void or voidable, the other provisions of these general terms and conditions shall remain in full force. User and the Other Party will then enter into consultations in order to agree on new provisions to replace the void or nullified provisions, taking into account as much as possible the purpose and meaning of the original provisions.
If ambiguity exists regarding the interpretation of one or more provisions of these general terms and conditions, then the interpretation must take place “in the spirit” of these provisions.
If a situation arises between the parties that is not governed by these general terms and conditions, this situation should be judged according to the spirit of these general terms and conditions.
If the User does not always require strict compliance with these terms and conditions, this does not mean that the provisions thereof do not apply, or that the User would to any extent lose the right to require strict compliance with the provisions of these terms and conditions in other cases.
Regarding the sale of vehicles: They are delivered as is, without any warranty. Since we are not a member of the National AutoPass, we can never guarantee mileage and can therefore never be held liable should it be incorrect. Buyers should examine, or have examined, the condition of the vehicles themselves.

Article 2 Quotations and offers

All quotations and offers of the User are without obligation, unless the quotation sets a deadline for acceptance. A quotation or offer expires if the product to which the quotation or offer relates is no longer available in the meantime.
User cannot be held to its quotations or offers if the Other Party can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or slip of the pen.
The prices stated in a quotation or offer are EXCLUDING VAT and other government levies as well as any costs to be incurred in connection with the agreement, including travel and accommodation, shipping and handling costs, unless otherwise indicated.
If the acceptance (whether or not on minor points) differs from the offer included in the quotation or the offer, the User is not bound by it. The agreement will then not be established in accordance with this deviating acceptance, unless User indicates otherwise.
A composite quotation does not oblige the User to perform part of the order at a corresponding part of the quoted price. Offers or quotations do not automatically apply to future orders.

Article 3 Contract duration; delivery terms, execution and modification of the agreement; price increase

The agreement between the User and the Other Party is entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.
If a deadline has been agreed or specified for the completion of certain work or for the delivery of certain goods, this shall never be a deadline. If a term is exceeded, the Other Party must therefore give the User written notice of default. User should be given a reasonable period of time to still perform the agreement.
User has the right to have certain work performed by third parties.
User is entitled to execute the agreement in several phases and invoice the part thus executed separately.
If the agreement is performed in phases, the User may suspend the performance of those parts belonging to a subsequent phase until the Other Party has approved in writing the results of the preceding phase.
If the User requires information from the Other Party for the performance of the agreement, the performance period will not commence until after the Other Party has provided it to the User correctly and completely.
If during the execution of the agreement it appears that for a proper execution thereof it is necessary to modify or supplement it, then the parties will timely and in mutual consultation adapt the agreement. If the nature, scope or content of the agreement, whether or not at the request or direction of the Other Party, of the competent authorities et cetera, is changed and the agreement is thereby changed in qualitative and / or quantitative respect, this may have consequences for what was originally agreed. This may increase or decrease the amount originally agreed upon. User will give as much advance quotation as possible. An amendment to the agreement may change the originally specified period of performance. The Other Party accepts the possibility of amending the agreement, including the change in price and term of execution.
If the agreement is amended, including a supplement, the User will be entitled to carry it out only after the competent person within the User has agreed to it and the Other Party has agreed to the price and other conditions stated for the performance, including the time to be determined for its performance. Failure to perform or not immediately perform the amended agreement also does not constitute default on the part of the User and is not a ground for the Other Party to terminate the agreement.
Without being in default, User can refuse a request to change the agreement, if this could have consequences in qualitative and / or quantitative respect, for example for the work to be performed or goods to be delivered in that context.
If the Other Party should default in the proper fulfillment of what it is obliged to do towards the User, then the Other Party will be liable for all damages (including costs) on the part of the User caused directly or indirectly as a result.
If the User agrees on a certain price when concluding the agreement, the User is nevertheless entitled to increase the price under the following circumstances, even if the price was not originally quoted subject to reservations.
– If the price increase is the is due to a change in the agreement;
– if the price increase results from a power vested in the User or an obligation imposed on the User by law;
– In other cases, this on the understanding that the Other Party, who is not acting in the exercise of a profession or business, is entitled to dissolve the agreement by a written statement if the price increase is more than 10% and takes place within three months of the conclusion of the agreement, unless the User is then still willing to perform the agreement on the basis of what was originally agreed, or if it has been stipulated that the delivery will take place more than three months after the purchase.

Article 4 Suspension, dissolution and early termination of the agreement

User is authorized to suspend the fulfillment of the obligations or dissolve the agreement immediately and with immediate effect, if:
– the Other Party does not fulfill the obligations under the agreement, in full or in a timely manner;
– after the conclusion of the agreement User learns of circumstances that give good reason to fear that the Other Party will not fulfill the obligations;
– the Other Party was requested at the conclusion of the agreement to provide security for the payment of
its obligations under the agreement and such security is not forthcoming or is insufficient;
– If, due to the delay on the part of the Other Party, the User can no longer be required to fulfill the agreement against the originally agreed conditions, the User is entitled to dissolve the agreement.
– if circumstances arise which are of such a nature that fulfillment of the agreement is impossible or cannot reasonably be required of the User.
If the dissolution is attributable to the Other Party, the User will be entitled to compensation for damages, including costs, incurred directly and indirectly as a result.
If the agreement is dissolved, the User’s claims against the Other Party shall be immediately due and payable. If User suspends fulfillment of its obligations, it retains its claims under the law and agreement.
If the User proceeds with suspension or dissolution on the grounds referred to in this article, it will not be obliged on that account in any way to compensate for damage and costs caused by this in any way whatsoever or to indemnify the Other Party, whereas the Other Party will be obliged to pay compensation or indemnify on account of breach of contract.
If the agreement is terminated prematurely by the User, the User will, in consultation with the Other Party, arrange for the transfer of work still to be performed to third parties. This unless the termination is attributable to the Other Party. Unless the premature termination is attributable to the User, the costs of transfer will be charged to the Other Party. User will inform the Other Party as much as possible in advance regarding the scope of these costs. The Other Party is obliged to pay these costs within the period specified by the User for that purpose, unless the User indicates otherwise.
In the event of liquidation, of (application for) suspension of payments or bankruptcy, of attachment – if and to the extent that the attachment has not been lifted within three months – at the Other Party’s expense, of debt restructuring or another circumstance as a result of which the Other Party can no longer dispose freely of its assets, the User will be free to terminate the agreement immediately and with immediate effect or to cancel the order or agreement, without any obligation on its part to pay any compensation or indemnification. The User’s claims against the Other Party shall in that case be immediately due and payable.
If the Other Party fully or partially cancels an order that has been placed, the items ordered or prepared for it, plus any supply and delivery costs thereof and the labor time reserved for the execution of the agreement, will be charged in full to the Other Party.

Article 5 Force Majeure

User is not obliged to fulfill any obligation to the Other Party if he is prevented from doing so as a result of a circumstance that is not due to fault, and is not for his account under the law, a legal act or generally accepted practice.
In these general terms and conditions, force majeure is defined, in addition to its definition in law and jurisprudence, as all external causes, foreseen or unforeseen, over which the User cannot exercise any control, but which prevent the User from fulfilling its obligations. User is also entitled to invoke force majeure if the circumstance preventing (further) fulfillment of the agreement occurs after User should have fulfilled its commitment.
User may suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, then either party shall be entitled to dissolve the agreement, without any obligation to pay damages to the other party.
If at the time of the occurrence of force majeure the User has already partially fulfilled his obligations under the agreement or will be able to fulfill them, and the fulfilled or still to be fulfilled part has independent value, the User will be entitled to invoice the fulfilled or still to be fulfilled part separately. The Other Party is obliged to pay this invoice as if it were a separate agreement.

Article 6 Payment and collection costs

Payment must always be made before delivery of the purchased good, in the currency in which it was invoiced, unless otherwise indicated in writing by the User.
If the Other Party defaults in the timely payment of an invoice, the Other Party shall be in default by operation of law. The Other Party shall then owe interest. In the case of consumer purchases, the interest rate is equal to the legal interest rate. In other cases, the Other Party shall owe interest of 1% per month, unless the legal interest rate is higher, in which case the legal interest rate shall be payable. Interest on the amount due and payable will be calculated from the moment the Other Party is in default until the moment of payment of the amount due in full.
User shall be entitled to have the payments made by the Other Party go first of all to reduce the costs, then to reduce the interest falling due and finally to reduce the principal sum and the current interest.
User may, without thereby being in default, refuse an offer of payment if the Other Party designates a different order for the allocation of payment. User can refuse full repayment of the principal sum, if this does not also include the accrued and current interest and collection costs.
Objections to the amount of an invoice do not suspend the payment obligation.
If the Other Party defaults or is in default in the (timely) fulfillment of its obligations, then all reasonable costs to obtain satisfaction out of court shall be borne by the Other Party. The extrajudicial costs are calculated on the basis of what is customary at that time in Dutch collection practice, currently the calculation method according to Rapport Voorwerk II. However, if User has incurred higher costs for collection that were reasonably necessary, the actual costs incurred are eligible for reimbursement. Any judicial and execution costs incurred will also be recovered from the Other Party. The Other Party shall also owe interest on the collection costs due.
Reservation of goods is possible provided a deposit of at least 30%, with a minimum of 200 (two hundred) euros. Deposits are forfeited if the goods are not paid in full and collected within the agreed period (with a maximum of 4 weeks), goods can then be offered for sale again and the original buyer loses the right to purchase/delivery and is in no way entitled to compensation regarding the deposit. Down payments are never returned.

Article 7 Retention of title

All items delivered by the User within the framework of the agreement remain the User’s property until the Other Party has properly fulfilled all obligations under the agreement(s) concluded with the User.
Items delivered by User, which pursuant to paragraph 1. subject to retention of title, may not be resold and may never be used as a means of payment. The Other Party is not authorized to pledge or otherwise encumber the items subject to retention of title.
The Other Party must always do everything that can reasonably be expected of him to secure the User’s property rights.
If third parties seize the items delivered under retention of title or wish to establish or assert rights to them, the Other Party will be obliged to inform the User immediately.
The Other Party undertakes to insure and keep insured the items delivered under retention of title against fire, explosion and water damage as well as against theft and to make the policy of this insurance available for inspection by the User on demand. In the event of any insurance payment, the User is entitled to these tokens. Insofar as necessary, the Other Party undertakes towards the User in advance to cooperate with everything that may be necessary or desirable within that framework.
In case the User wishes to exercise its property rights indicated in this article, the Other Party gives unconditional and irrevocable permission in advance to the User and third parties to be designated by the User to enter all those places where the User’s property is located and to take those items back.

Article 8 Warranties, examination and complaints

The items to be delivered by the User meet the usual requirements and standards that can reasonably be set for them at the time of delivery and for which they are intended in normal use in the Netherlands. The warranty mentioned in this article applies to items intended for use within the Netherlands. In the event of use outside the Netherlands, the Other Party itself must verify that they are suitable for use there and that they meet the conditions imposed on them. User may in that case set other warranty and other conditions with respect to the goods to be delivered or work to be performed.
The warranty mentioned in paragraph 1 of this article applies for a period of 2 months after delivery (Carry in by the buyer), unless otherwise follows from the nature of the delivered goods or the parties have agreed otherwise. If the guarantee provided by the User concerns a case produced by a third party, the guarantee is limited to that provided by the producer of the case for it, unless otherwise stated. After expiration of the warranty period, all costs for repair or replacement, including administration, shipping and call-out charges, will be charged to the Other Party.
Any form of guarantee will cease to exist if a defect has arisen as a result of or arising from injudicious or improper use thereof or use after the expiration date, improper storage or maintenance thereof by the Other Party and/or third parties when, without the User’s written consent, the Other Party or third parties have made changes or tried to make changes to the item, attached to it other items that should not have been attached to it or if they have been processed or treated in a manner other than prescribed. Nor is the Other Party entitled to any warranty if the defect was caused by or is the result of circumstances beyond the User’s control, including weather conditions (such as, for example but not limited to, extreme rainfall or temperatures) et cetera.
The Other Party is obliged to examine the delivered goods, or have them examined, immediately at the time that the goods are made available to it or the work in question has been carried out respectively. In doing so, the Other Party must examine whether the quality and/or quantity of the delivered goods corresponds to what has been agreed upon and meets the requirements agreed upon by the parties in this respect. The Other Party must give the User the opportunity to investigate a complaint (or have it investigated).
If the Other Party complains in a timely manner, this shall not suspend its payment obligation. The Other Party shall in that case also remain obliged to take delivery of and pay for the items otherwise ordered, unless they have no independent value.
If a defect is reported later, the Other Party is no longer entitled to repair, replacement or compensation, unless a longer period results from the nature of the item or the other circumstances of the case.
If it has been established that an item is defective and a complaint about it has been submitted in time, the User will, at the Other Party’s discretion, replace the defective item within a reasonable period of time after receiving it back or, if returning the item is not reasonably possible, written notification about the defect from the Other Party, or take care of repairing it or pay the Other Party replacement compensation (exclusively a credit note, no return payment) for it. In the event of replacement, the Other Party shall be obliged to return the replaced item to the User and transfer ownership thereof to the User, unless the User indicates otherwise.
If it is established that a complaint is unfounded, the costs incurred as a result, including research costs, on the part of the User as a result, will be borne in full by the Other Party.
Horecacentrum Brabant is not obliged to take back, replace or credit items ordered and delivered by the buyer. As an exception, Horecacentrum Brabant may indicate in writing its willingness to take back or credit under certain conditions. Therefore, pay close attention to what you order, pay close attention to the size, weight, dimensions of the products. If anything is unclear, please contact our administration. You can do so at administratie@horecacentrumbrabant.nl.

Article 9 Liability

If User should be liable, this liability is limited to what is regulated in this provision.
User is not liable for damages, of any nature whatsoever, arising because User has relied on incorrect and / or incomplete information provided by or on behalf of the Other Party.
User is only liable for direct damages.
Direct damages shall mean only:
– the reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions;
– any reasonable costs incurred to make the User’s defective performance conform to the agreement, insofar as they can be attributed to the User;
– reasonable costs incurred to prevent or limit damage, to the extent that the Other Party demonstrates that these costs have resulted in limiting direct damage as referred to in these general terms and conditions.
User is never liable for indirect damages, including consequential damages, lost profits, missed savings and damages due to business or other stagnation. In the case of consumer purchases, this limitation shall not extend beyond that permitted under Article 7:24 paragraph 2 of the Civil Code.
If the User should be liable for any damage, the User’s liability is limited to a maximum of the invoice value of the order, at least to that part of the order to which the liability relates.
The User’s liability shall in any case always be limited to the amount paid by its insurer in the relevant case.
The limitations of liability contained in this article do not apply if the damage is due to intent or gross negligence on the part of User or its managerial subordinates.
Vehicles must be insured at the buyer’s expense from the time of transfer, the seller is never liable for damage after the buyer has received the vehicle (whether the vehicle is already registered is not affected by this), at all times the buyer is responsible for damage caused by him/her to the vehicle or third parties.

Article 10 Limitation period

Notwithstanding the statutory limitation periods, the limitation period of all claims and defenses against the User and the third parties involved by the User in the execution of an agreement is one year.
The provisions of paragraph 1 do not apply to legal claims and defenses based on facts that would justify the assertion that the delivered item would not comply with the agreement. Such claims and defenses shall lapse two years after the Other Party notified the User of such non-conformity.

Article 11 Transfer of risk

The risk of loss, damage or depreciation shall pass to the Other Party at the time when goods are brought under the Other Party’s control.

Article 12 Indemnification

The Other Party indemnifies the User against any claims by third parties, who suffer damage in connection with the performance of the agreement and the cause of which is attributable to parties other than the User.
If the User should be sued by third parties for that reason, the Other Party will be obliged to assist the User both extra-judicially and judicially and immediately do all that may be expected of it in that case. Should the Other Party fail to take adequate measures, the User shall, without notice of default, be entitled to do so itself. All costs and damages incurred on the part of the User and third parties as a result shall be entirely for the account and risk of the Other Party.

Article 13 Intellectual property

User reserves its rights and powers under the Copyright Act and other intellectual laws and regulations. User is entitled to use the knowledge gained by the execution of an agreement on its side also for other purposes, to the extent that no strictly confidential information of the Other Party is brought to the knowledge of third parties.

Article 14 Applicable law and disputes

All legal relationships to which the User is a party are governed exclusively by Dutch law, even if an obligation is fully or partially performed abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.
The parties will only appeal to court after they have made every effort to settle a dispute by mutual agreement.

Article 15 Location and modification of terms and conditions

These terms and conditions are filed with the Breda Chamber of Commerce.
Applicable is always the last filed version or the version valid at the time the legal relationship with the User was established.
The Dutch text of the general terms and conditions is always decisive for their interpretation.

General conditions

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