European Truck Trailer Parts BV
Clause on Governing Language
These General Terms and Conditions of Sale (the "GTC") are originally drafted in English. In the event of any ambiguity, discrepancy, conflict, or inconsistency between the English version of the GTC and any translation thereof into another language, the English version shall prevail, govern, and be binding on all parties. Any translations are provided for convenience only and shall not be used for interpretive purposes or create any legal obligations differing from those in the English version.
1. General
1.1. These General Terms and Conditions of Sale (hereinafter the “Terms and Conditions”) apply to all contracts for sale of goods,
including offers and orders issued or accepted by European Truck Trailer Parts BV (hereinafter “ETTP”) with its customers
(hereinafter the “Purchaser”), ETTP and Purchaser being hereinafter referred to as “Party” or “Parties” individually, respectively
collectively. By accepting an Offer made by ETTP (hereinafter the ‘Offer’), by placing an order with ETTP (hereinafter the
‘Order’), or by making a payment to ETTP pursuant to an Offer, the Purchaser confirms acceptance of these Terms and Conditions.
1.2. The Terms and Conditions shall be binding regardless any stipulations to the contrary in a document issued by Purchaser. In case
of conflict between the Terms and Conditions and general conditions of Purchaser, the former shall prevail.
Any stipulation by Purchaser that is in contradiction to the Terms and Conditions shall not be binding on ETTP and shall not apply
unless expressly acknowledged by ETTP in writing.
1.3. The terms and conditions agreed between ETTP and Purchaser in accordance with the Terms and Conditions with regard to a
delivery of a service or a good, shall constitute the entire agreement between the Parties (hereinafter the “Contract”). The Contract
cannot be modified unless such modification is agreed in writing between the Parties.
1.4. Should any provision of the Contract be wholly or partly invalid or unenforceable, the Parties shall in good faith agree on a valid
and enforceable replacing provision that has a legal and economic effect that is as similar as possible as the replaced provision.
1.5. This Agreement and all documents relating thereto are drafted in English. The English version shall be the only legally binding
version. Any translations into other languages are provided for convenience only and shall not be relied upon for the interpretation
or enforcement of this Agreement.
2. Offers and orders
2.1. Offers which do not stipulate an acceptance period and verbal Offers are not binding on ETTP, nor is any information or prices
indicated in Offers, unless such information is confirmed by ETTP in the Contract.
2.2. No Offer and no Order acceptance shall bring about a valid Contract unless the Offer, c.q. the Order, is unconditionally accepted
by respectively Purchaser or in writing by ETTP. In case of (a partial) payment of the Price according to an Offer Purchaser shall
be deemed to have unconditionally accepted that Offer.
2.3. ETTP may accept a cancellation or a modification of an accepted Order by Purchaser. In such event all costs resulting from such
cancellation and or modification shall be borne by Purchaser.
3. Products
3.1. The scope and the subject of the goods that are the subject of the Contract (hereinafter the “Products”) are exhaustively specified
in the Contract.
3.2. ETTP shall be entitled to make any changes to the Products without Purchaser’s agreement provided such changes constitute
improvements to the same and do not result in a price increase.
4. Webshop
4.1. When placing an order through the Webshop, the Purchaser must read and accept ETTP’s General Terms and Conditions of Sale.
By ticking the designated box, the Purchaser confirms that they have read and accepted the General Terms and Conditions.
4.2. Only professional customers may make purchases through the Webshop. Purchases for private or personal purposes are excluded.
By placing an Order, the Purchaser declares that the Products are being purchased solely for professional purposes.
4.3. The Agreement between ETTP and the Purchaser is concluded only when ETTP confirms the Purchaser’s Order by sending an
email to the email address provided by the Purchaser at the time of Order. The absence of a signature does not affect the binding
nature of the Agreement.
4.4. ETTP makes every effort to present the information, images, and descriptions regarding its offerings and the main characteristics
of the Products displayed on the Webshop, including product availability, as accurately as possible and based on the information
provided by the manufacturer or supplier of the Products. ETTP will correct any incorrect information as soon as reasonably
possible and will strive, if necessary, to offer the Purchaser an alternative solution. However, ETTP shall not be liable for
typographical errors, mistakes in the information, images, and descriptions, nor for incorrect data provided by the manufacturer
or supplier.
5. Regulations in force in the country of destination and safety devices
5.1. Purchaser shall be exclusively responsible for the compliance of the (use of the) Products with any standards and regulations,
including safety and transport regulations, applicable in the country of destination of the Products. Unless agreed in the Contract,
ETTP shall have no obligation to supply any goods, services or devices required for compliance with the said standards and
regulations.
5.2. ETTP shall not be liable for and Purchaser shall indemnify and hold harmless ETTP for and against the (results of the) noncompliance
of the Products with standards and regulations about which ETTP was not informed in accordance with Clause 5.1.
6. Export/import controls and sanctions
6.1. Purchaser acknowledges that the Products and the information supplied under the Contract may be subject to applicable
export/import controls and/or trade sanctions or embargo laws, regulations, rules and licenses, including those of the European
Union, such as Regulation (EU) 2021/821, which may prohibit or restrict ETTP from supplying items to, importing items from,
or otherwise conducting business with certain countries/regions, entities, and individuals that are designated or restricted under
various sanctions programs or that may be otherwise restricted by specific controls. (hereinafter "Export Control and Sanctions
Rules")
6.2. Purchaser warrants that it shall comply with the Export Control and Sanctions Rules and that is shall, among other, use any Product
in accordance with the terms set out in present Article.
6.3. Purchaser shall provide thereby a completed and signed End-User Statement and Declaration of Compliance prior to the delivery
of any Products, confirming that (a) the purchased Products, including their quantity and type, will be used exclusively within the
territory specified by the Purchaser, and (b) the declared purpose of use is accurately stated in the End-User Statement. The
Purchaser expressly guarantees that the Products shall not be shipped, exported, re-exported, or Purchaser transferred to any third
country subject to sanctions imposed by the European Union or any other relevant authorities, nor shall the Purchaser export or
transfer Products with the intention or effect of circumventing such sanctions (c) the Products shall not be shipped, exported, reexported,
or otherwise transferred to any third country or entity subject to sanctions imposed by the European Union, the United
States, or any other relevant authorities, nor for the purpose of circumventing such sanctions.
Purchaser expressly warrants that the Products shall only be used for lawful and civil purposes and not, directly or indirectly, for
military, dual-use (unless duly licensed), or otherwise prohibited applications. Purchaser warrants to comply with the terms set
out in the Declaration of Compliance. Purchaser shall immediately inform ETTP in writing of any change in the intended end-use
or end-user.
6.4. ETTP reserves the right to screen Purchaser and its affiliates against applicable sanctions and export control lists and may request
Purchaser to provide evidence of compliance. Purchaser shall fully cooperate and provide such information without undue delay.
6.5. Any breach of or failure to comply with applicable Export Control and Sanctions Rules, including any failure to provide the
required End-User Statement and Compliance Declaration, shall be deemed a material breach of this Agreement and shall entitle
EETP, without prejudice to any other rights or remedies, to immediately suspend deliveries, terminate the agreement, and seek
any remedies available under applicable law.
Purchaser shall ensure that equivalent obligations regarding compliance with Export Control and Sanctions Rules are imposed on
its own customers, resellers and any other parties in the distribution chain.
7. Prices
7.1. Unless otherwise agreed upon, all prices agreed in the Contract (hereinafter the “Price”) shall be net. Any and all additional
charges, premiums and fees, such as, but not limited to, the charges, premiums and fees related to freight, insurance, export,
transit, import, permits and certifications, shall be borne by Purchaser. Likewise, Purchaser shall bear any and all taxes, fees,
levies, customs duties and the like which are levied out of or in connection with the Contract and shall refund them to ETTP
against adequate evidence op payment.
8. Terms of payment
8.1. Purchaser shall make all payments in accordance to the agreed terms of payment, in freely available funds and in Euro (unless
otherwise agreed upon) to the bank account indicated by ETTP, without any deduction for cash discount, expenses, taxes, levies,
fees, duties and the like. Unless otherwise agreed upon, The Price shall be paid immediately upon the date of the invoice, unless
otherwise agreed upon.. Payment shall be deemed to be made on the date that the paid sum is available on ETTP’s bank account.
8.2. No delay in the supply of the Products (including delays with regard to transport, delivery, erection, commissioning or taking over
of the Products) that is not solely attributable to ETTP or that is due to reasons beyond ETTP’s control, no imperfections of or
defaults in the Products that are of a minor importance, shall entitle Purchaser to withhold the payment of the Price or to set-off
any amount against the Price without ETTP’s prior written consent.
8.3. If (a) the agreed securities are not provided in accordance with the Contract, or (b) Purchaser fails to make payment in due time
or (c) ETTP has reasons to believe that a future payment will not be made (in full) or in due time, then, without prior written
notice, all outstanding amounts due by Purchaser (including unmatured invoices) shall immediately become due and ETTP shall
have the right to terminate the Contract and/or to suspend it and/or to refuse the release of the Products, until, to ETTP’s sole
discretion, Purchaser fully complies with its obligations and/or new terms of payment are agreed and/or Purchaser provides
satisfactory security for payment, without detriment to ETTP’s right under the applicable law in particular with regard to
compensation for losses, damages and costs suffered as a result of Purchaser’s breach.
8.4. If Purchaser fails to make a payment on the agreed date, without prior notice, from that date on and until payment in full ETTP
shall be entitled to payment of default interest at a rate of 12% per year and to a compensation for administrative costs and
collection charges equal to 6% of the unpaid amount, without detriment to ETTP’s right under the applicable law in particular
with regard to compensation for losses, damages and costs suffered as a result of Purchaser’s breach. Payment of default interest,
of the administrative costs and of the collection charges does not free Purchaser from its obligation to make full payment of the
amounts due.
9. Supply of Products
9.1. Unless expressly otherwise agreed upon in writing, no information provided by ETTP with regard to dates, deadlines and duration
of services will be binding on ETTP.
9.2. If a supply term or a supply date is agreed in the Contract, the Products shall be supplied within such a term or on such a date. No
supply term shall however commence unless on its intended commencement date all documents required for the performance of
the Contract and to be provided by Purchaser are in ETTP’s possession, the technical points are agreed on and all formalities such
as, but not limited to, import, export, transit and payment permits are completed and obtained, all down payments are made and
all agreed securities are provided.
9.3. Unless expressly agreed otherwise in writing the Products shall be supplied FCA Liebeekstraat 13, 8800 Roeselare (Belgium)
(Incoterm 2020). The supply shall be deemed to be made from the moment that ETTP loads the Products onto Purchaser’s carrier
and provides Purchaser with export packaging, marking and export documents (if applicable).
9.4. The Purchaser that unduly refuses to take delivery or collect the Products shall be liable to pay the consequential costs, liquidated
at a lump sum of twenty (20) % of the Price of the refused Products, without prejudice to ETTP’s right to provide evidence of a
greater loss.
9.5. Unless agreed to the contrary, the supply shall be deemed to be made on the date that ETTP informs Purchaser that the Products
are at Purchaser’s disposal or ready for dispatch at ETTP’s premises. Purchaser shall accept delivery and inspect the Products
within the term of five (5) days from acceptance of the Products.
9.6. The delivery time and any deadline against ETTP is extended in following circumstances with the time that such circumstances
are in effect:
9.6.1. if the information required for performance of the Contract by ETTP is not received in time or changed by Purchaser;
9.6.2. in case of force majeure events, acts of god and other circumstances independent of ETTP’s will and which ETTP cannot
prevent using normal required care, regardless of whether they affect ETTP, Purchaser or a third party; such events shall
include, but will not be limited to, natural catastrophes, epidemics, mobilization, war, social unrest, serious breakdown or
late delivery of tooling and machinery in the works, accidents, labor conflicts, late or deficient work by subcontractors of
Products, actions or omissions by state authorities or public bodies.
For the avoidance of doubt, the imposition of sanctions, embargoes or other restrictive measures by competent authorities
shall constitute a force majeure event within the meaning of these Terms and Conditions.
9.6.3. if Purchaser or a third party for which ETTP is not liable fails to fulfill its obligations within the agreed time-frame, in
particular if Purchaser fails to observe the agreed terms of payment.
9.7. ETTP reserves the right to make partial supplies, which are considered as partial sales. The partial supply of an order does not
entitle Purchaser to refuse to pay the Products effectively supplied.
9.8. Purchaser shall not be entitled to any compensation for delay in supply whatsoever unless that delay is attributable to ETTP’s
fault and on the condition that Purchaser establishes that as a result of such delay it has suffered a loss.
Compensation for damages caused by delayed supply is only due if the supply is delayed by at least two (2) weeks. Unless the
delay is due to ETTP’s unlawful intent or gross negligence (excluding unlawful intent or gross negligence of persons employed
or appointed by ETTP) the compensation shall never exceed zero point five (0,5) % of the Price of the Products whose supply is
delayed for every full week's delay and shall never exceed the maximum of five (5) % of the Price of the Products whose supply
is delayed. Once the said maximum is reached, Purchaser shall grant to ETTP a reasonable time extension. Only if such extension
is not observed for reasons within ETTP’s control, Purchaser shall have the right to reject the (part of) the Products whose supply
is delayed.
ETTP’s liability for delayed supply is always limited to what is provided under clause 9.
9.9. If the execution of a significant portion of the Contract is delayed by more than twelve (12) months, each Party may terminate the
Contract.
10. Passing risk
10.1. All risk, including the risk of loss of or damage to the Products, including seizure of property, shall pass on to Purchaser upon
the loading of the Products onto the first carrier, first transfer of the Products to the forwarding agent, the carrier or any other
person designated to transport or ship the Products or when the Products leave ETTP’s premises, whichever the soonest.
11. Forwarding, transport and insurance
11.1. Unless otherwise agreed in writing, all deliveries shall be made in accordance with Incoterms 2020, with the applicable Incoterm
and place of delivery specified in the Order confirmation. ETTP shall not perform any transport itself. Risk of loss or damage to
the Products shall pass to the Purchaser in accordance with the agreed Incoterm.
11.2. Unless agreed to the contrary in the Contract, ETTP shall only provide special requirements regarding forwarding, transport and
insurance upon Purchaser’s request and at Purchaser's expense and risk.
11.3. Purchaser shall submit any objections regarding forwarding or transport immediately upon receipt of the Products or of the
shipping documents to the last carrier.
12. Defects and inspection of the Products
12.1. A “Defect” shall mean a defect in the Products attributable to ETTP’s fault that consists of a non-conformity of the Products with
the Contract and renders the Products unusable either in whole or in part for the intended purpose. ETTP may agree to remedy
other shortcomings which do not constitute a Defect but such shortcomings shall in no event entitle Purchaser to refuse the
acceptance of the Products.
No Defect in the Products shall be deemed to exist unless it is confirmed by means of a check according to ETTP’s standard
methods of analysis and measuring tools. The results of such checks shall be decisive. Purchaser may request ETTP to provide
Purchaser with information about the method of the said checks.
12.2. In case of a Defect claim by the Purchaser, Purchaser must give ETTP the reasonable opportunity to verify the claim and to
become fully convinced of the existence of a Defect attributable to its fault. If Purchaser fails to comply with this obligation,
Purchaser shall have no claim whatsoever against ETTP with regard to the alleged Defect.
In case ETTP accepts the Defect, ETTP shall have the right, to its sole discretion, to remedy the Defect within a reasonable time
or to supply substituting Products at its expense, Purchaser having in the latter case the obligation to return the substituted Products
to ETTP.
12.3. Purchaser shall inspect the Products at the moment of delivery for the purpose of identification of quantities and of visible
Defects. Any complaints concerning visible Defects, not subject to any comment from Purchaser at the moment of delivery, will
be inadmissible. Furthermore, Purchaser shall notify ETTP in writing, including clear visual material, amply specifying and
identifying any alleged shortcomings with regard to quantities and Defects at the latest within eight (8) days after the inspection
of Products and in any event prior to agreed shipment of the Products, failing which the Products shall be deemed to be in
conformity with the agreed quantities and free from visible Defects.
The Products will be inspected by way of random sampling on a scale in accordance with industry standards. The cost of more
ample checks on Purchaser’s demand shall be borne by Purchaser.
12.4. If the Parties agree that the Products are inspected after the shipment of goods, as far as being normal practice, ETTP shall itself
inspect the Products before dispatch.
Upon receipt of the Products the Purchaser shall immediately inspect the Products. Clause 12.3, first paragraph shall apply, taking
into account that the term of eight (8) days shall commence on the date of the receipt of the Products.
12.5. In case of visible Defects discovered within the term indicated in clause 13.1 and in case of discovery of hidden Defects, if ETTP
accepts liability, ETTP shall have the right to remedy the Defect within a reasonable term.
12.6. All Defects with regard to Products are governed by clauses 12 and 13 and Purchaser shall not be entitled to any claim or
compensation other than those provided by those clauses.
13. Warranties and liability
13.1. ETTP provides no other warranty than the warranty that the Products shall be manufactured and delivered in accordance with
the agreed specifications and quantities. Unless expressly agreed in the Contract, ETTP does not provide any warranty with
regard to the suitability of the Products for a particular purpose.
13.2. ETTP does not undertake any obligation with regard to the verification whether any information provided by Purchaser under
the Contract or any Products ordered by Purchaser may constitute or contain an infringement of third party rights, including
intellectual property rights in the broadest sense of this term and Purchaser shall indemnify and hold ETTP harmless for all
damage, losses, costs and claims arising out such infringements.
13.3. In cases where ETTP acts as an intermediary or as a reseller of goods supplied by third parties, ETTP provides no warranty other
than the warranty granted by such third parties. ETTP purchases products from other sellers, holds them in stock, and resells
them to its own clients. Any claims or requests relating to defects, performance, or warranty coverage will therefore be directed
to the original supplier, and ETTP’s responsibility shall be strictly limited to facilitating such claims where applicable.
13.4. ETTP provides no warranty and assumes no liability for services rendered or goods provided by third parties, including
subcontractors, that are involved in the performance of the Contract upon Purchaser’s request and Purchaser shall indemnify and
hold ETTP harmless against any and all losses, damages and costs incurred by ETTP pursuant to such involvement.
13.5. ETTP shall not be liable towards Purchaser for breach of Contract or for breach of obligations outside of Contract unless such
liability is provided for by the Terms and Conditions and shall in no event be liable for any damage, loss or cost incurred by
Purchaser or any third party as a result of Purchaser’s breach of Contract or any other obligation. Purchaser shall be liable towards
ETTP and shall hold ETTP harmless for all damages, losses, costs and claims, including claims for personal injury or for damage
to property, arising out of actions or omissions by Purchaser, or by persons employed or appointed by it, which constitute a
breach of the Contract or of the applicable law.
13.6. To the extent permitted by the applicable law, ETTP shall not be liable towards Purchaser unless such liability is due to ETTP’s
unlawful intent or gross negligence, with the exclusion of unlawful intent or gross negligence of persons employed or appointed
by the ETTP.
13.7. To the extent permitted by the applicable law, ETTP shall in no event be liable for any indirect or consequential damage, such as
loss of production, loss of use, loss of orders or loss of profit or revenue. Claims for compensation of other damages, claims for
reductions of price, for (partial) termination of the Contract are excluded unless they are provided for by the Terms and
Conditions.
13.8. Without detriment to other provisions of the Terms and Conditions, in any event the financial liability of ETTP for breach of
Contract is limited to the Price paid to ETTP by Purchaser for the Products affected by the breach and, in case such claim is made
together with the termination of the Contract by Purchaser, to the refund of the Price paid for Products affected by termination
and to 10% of the said Price for any additional damages, losses and costs.
13.9. ETTP’s provides no warranty with regard to defects in Products
- if the Products were not used or handled in accordance with the agreed intended use, or failing such agreement,
for the purposes for which they were designed; - if the Products were processed or changed;
- if ETTP acted according to Purchaser’s instructions;
- unless Purchaser demonstrates that the Products were used or handled in accordance to ETTP’s handling
guidelines, which Purchaser can obtain from ETTP at all times, and regardless if these guidelines were
specifically requested.
14. Termination
14.1. ETTP may terminate the Contract with immediate effect and without liability to Purchaser by giving notice to Purchaser at any
time if:
- Purchaser is in breach of any of its obligations in terms of the Order and/or the Contract; or
- Purchaser makes any assignment for the benefit of creditors or files a petition in bankruptcy or is adjudged bankrupt
or becomes insolvent or generally unable to pay its debts when due or is placed in the hands of a receiver or if the
equivalent of any such proceedings occurs, provided that such termination is not contrary to legal provisions of public
order applicable to Seller; or - Purchaser ceases, or threatens to cease, to carry on business and/or fails to provide Purchaser with reasonable
assurances of future performance; or - ETTP reasonably apprehends that any of the events mentioned above is about to occur in relation to Purchaser and
notifies Purchaser accordingly.
14.2. In a case of breach of the Contract by ETTP that is not expressly covered by the General Terms and Conditions, Purchaser may
not terminate the Contract unless ETTP fails to cure the breach after being requested to do so by the Purchaser by a registered
letter specifying the nature of the breach and announcing Purchaser’s intention to terminate the Contract. Purchaser may not
terminate the Contract sooner than after the expiry of the term specified in the said registered letter which term must be reasonable
taking into account the nature of the invoked breach. Purchaser’s right to terminate the Contract is limited to the part of the
contract affected by the breach or with respect of the Products affected by the breach.
14.3. In a case of breach of the Contract by Purchaser that is not expressly covered by the General Terms and Conditions ETTP may
terminate the Contract in part or in whole at any time by a written notice sent to Purchaser, provided that such breach continues
for a period of thirty (30) days after a formal notice of default was sent to Purchaser specifying the nature of the breach and
requesting to cure it.
14.4. If an unforeseen event results in ETTP’s performance of the Contract becoming impossible or results in the change in the
economic balance of the Contract which renders the performance thereof considerably more burdensome for ETTP, ETTP shall
be entitled to partially or fully terminate the Contract, without compensation of any nature being due to Purchaser, provided that
ETTP immediately informs Purchaser of such event after obtaining knowledge thereof. In case of such termination the Purchaser
will only be entitled to payment of that part of the Price that corresponds with the Products effectively supplied to Purchaser.
15. Jurisdiction and applicable law
15.1. The place of jurisdiction for both Purchaser and ETTP shall be at the registered office of ETTP. ETTP shall, however, be entitled
to sue Purchaser at the latter's registered address.
15.2. The contract shall be governed by Belgian substantive law to the exclusion of the UN Convention on Contracts for the
International Sale of Goods dated April 11, 1980 and the Hague Conventions relating to a Uniform Law on the International Sale
of Goods dated June 15, 1955.