1- Definitions
the following words in these General Terms and Conditions of Sale and Delivery (the ‘Terms and Conditions’) are intended to have the following meanings:

AUTO-ELECT: The private company with limited liability under Dutch law Auto-Elect B.V. Having its registered office in Zeewolde and its principal place of business in (3893 GB) Zeewolde at Marsweg 23;
Customer: Each natural person or legal entity buying Products from AUTO-ELECT or concluding an Agreement with AUTO-ELECT or with whom AUTO-ELECT is negotiating on the conclusion thereof;
Agreement: Each agreement concluded between AUTO-ELECT and the Customer, each amendment thereof or addition to it, as well as all the (legal) acts for the preparation and performance of said agreement;  
Products: Steering, driving and engineparts whether or not revised by AUTO-ELECT, and all other matters forming the object of an Agreement;
Deposit: The sum the Customer owes AUTO-ELECT apart from purchase price for a revised or new product

Order:   Each order of the Customer for AUTO-ELECT.

2- Applicability

2.1 These Terms and Conditions are part of all the Agreements and apply to all AUTO-ELECT’s and the client’s (legal) acts related to these Agreements.

2.2 Unless the nature or the specific content of a clause in these Terms and Conditions also apply to agreements in which AUTO-ELECT does not act in its capacity as a seller.

2.3 The applicability of deviating terms or clauses of the Customer is explicitly rejected by AUTO-ELECT.

3- Offers, realisation of agreements, statements and specifications of products

3.1 An offer or quotation does not bind AUTO-ELECT and is solely valid as an invitation to place an Order.

3.2 An agreement is solely realised if and in so far as AUTO-ELECT accepts an order in writing or if AUTO-ELECT carries out an order.

3.3 All quotation by AUTO-ELECT of figures, measures, and weights and/ or other specification of the Products have been made carefully. However, AUTO-ELECT cannot guarantee that no deviations will occur.  Samples, drawings or models shown or provided are solely indication of the Products in question.

3.4 When the Products delivered deviate to such a degree from AUTO-ELECT’s specifications or from the sample, drawings or models that the Customer can no longer be obliged to purchase these in reasonableness, the Customer in entitled to dissolve the agreement, however only in so far this dissolution is necessary in reasonableness.

4- Amendments

Amendments of and additions to any clause in an Agreement and/ or these Terms and Conditions solely apply if and in so far as these have been laid down in writing by AUTO-ELECT and solely concern the agreement in question.

5- Prices

5.1 all the prices quoted by AUTO-ELECT are based on delivery Ex Works as defined in the incoterms then valid of the international Chamber of Commerce in Paris ( incoterms’) are in euros and are exclusive of turnover tax ( VAT), unless explicitly agreed otherwise.

5.2 If the object of the Agreement is a revised product, AUTO-ELECT will sell the Customer a revised Product and deliver it on condition that customer will trade in a same type of defect Product to AUTO-ELECT within 6 month. In that case the Customer will also owe the deposit ( as specified by AUTO-ELECT) apart from the purchase price of the revised product sold and delivered. If the customer send the same type of defect product to URW within 6 months, the Deposit will be returned to the Customer.

5.3 If the product returned by the Customers shows defect that will make a revision of the Agreement by AUTO-ELECT impossible, the deposit will not be returns to the Customer.

5.4 Prices are based on the circumstances applying to AUTO-ELECT at the time of the conclusion of the Agreement, such as, inter alia, exchange rates, purchase prices, freight rates, import and export duties, excise duties, levies and taxes levied directly or indirectly with regard to AUTO-ELECT or invoiced to AUTO-ELECT by third parties. If these circumstances change after the conclusion of the Agreement but before the delivery, AUTO-ELECT is entitled to change the Customer with the cost arising from it.

6- Payment

6.1 The Customer will pay AUTO-ELECT the sums invoiced to the Customer effectively in the currency mentioned in the invoice within 10 days after the invoice date. All the payments will be effected – at AUTO-ELECT’s discretion – at its offices or on a bank account to be indicated by AUTO-ELECT. In case payments are affected at AUTO-ELECT’s offices, these will be made in cash.

6.2 All the sums invoiced to the Customer will be paid without any discount or deductions. The Customer is not entitled to set off nor to suspend any obligation to pay towards AUTO-ELECT.

6.3 If at any moment AUTO-ELECT has obvious misgivings with regard to the Customer’s creditworthiness, AUTO-ELECT is entitled – before its ( further) performance – to demand from the Customer that a (partial) prepayment of the price agreed is effected or that Customer furnishes proper deposit to the amount of the sums AUTO-ELECT is or will be entitled to –whether or no due and payable- on the basic of the Agreement, this at AUTO-ELECT’s discretion.

6.4 The Customer will be in default as the result of the sole lapse of a payment term. In that case, all AUTO-ELECT’s claims on the Customer – regardless their basic will be immediately due and payable.

6.5 The Customer will owe a default interest on all the sums that have not been paid on the last day of the payment term as from that day, which interest will be the statutory commercial interest valid in the Netherland’s at that moment.

6.6 All the extrajudicial cost, explicitly including the cost made for drawing up demands, negotiating settlements and other actions to prepare for possible legal proceedings, as well as all the judicial costs AUTO-ELECT has to incur in reasonableness as a result of the Customer’s default will be borne by the Customer.

6.7 Each sum received from the Customer will first and foremost serve to pay those claims AUTO-ELECT has on the Customer with regard to which AUTO-ELECT has stipulated no retention of ownership or pledge under clause 7. Subsequently, each sum received from the Customer will first and foremost serve to pay all the interests and costs possibly owed as defined in clauses 6.5 and 6.6.

6.8 If AUTO-ELECT sends the Customer payment reminders or other payment requests, after the Customer has failed to meet its obligations, this does not prejudice the stipulations of clauses 6.4, 6.5, and 6.7.

7- Retention Ownership and pledge.

7.1 The ownership of the products will not be transferred to the Customer, notwithstanding the actual delivery under clause 9, until after the Customer has paid in full all it owes or will owe AUTO-ELECT pursuant to the agreement.

7.2 Before the ownership of the product is transferred to the Customer, the Customer is not entitled to lease nor to make available, to pledge nor to otherwise encumber the Products. The Customer is solely entitled to sell or deliver deliver the Products, the owner of which is AUTO-ELECT, in the context of the Customer’s normal business operations a AUTO-ELECT’s mandatory in the Customer’s own name but at AUTO-ELECT’s expense, in this context, the Customer will inform its buyer of AUTO-ELECT’s ownership.

7.3 The Customer is held to properly insure the product under retention of ownership against theft, damage or loss at its own expense. In case of theft, damage of loss of the product, the rights the Customer has towards the insurance company on that basis will be transferred to AUTO-ELECT.

7.4 If and as long as AUTO-ELECT owns the products, the Customer will store the products such that it is clear at all times that these belong to AUTO-ELECT.  The Customer will immediately inform AUTO-ELECT in writing when the products are (in danger of being) attached or seized or (any part of) the Products are otherwise claimed. Furthermore, the Customer will inform AUTO-ELECT at its first request where the Products by AUTO-ELECT are to be found.

7.5 In case of attachment, seizure, ( provisional) suspension of payments or bankruptcy, the Customer will immediately inform the attaching bailiff, the administrator or the receiver of AUTO-ELECT’s ( ownership’s) rights. The Customer guarantees that an attachment of the Product will immediately be lifted.

7.6 If  and in so far the Customer has not paid the price agreed for the Products delivered or remains in default  of the payment of sums otherwise payable to AUTO-ELECT, the Customer is to render all assistance as AUTO-ELECT’s first request to the establishment of a pledge on AUTO-ELECT’s behalf for the compliance in full with all the payment obligations all the property belonging to the Customer present at AUTO-ELECT, as well as – if the Customer has passed on the products delivered by AUTO-ELECT to a third party- on all the claims the Customer has on these third parties, this without prejudice to AUTO-ELECT’s other rights arising from the Agreement or legislation.

8- Time of Delivery

8.1 A time of delivery stated by AUTO-ELECT is based on the circumstances applicable to AUTO-ELECT, at the moment of the conclusion of the Agreement and, in so far as depending on the performances or data of the customer or third parties, at the moment shen said performances and said data have been effected or provided by the Customer or third parties. This time of delivery will be observed by AUTO-ELECT as much as possible.

8.2 The times of delivery stated by AUTO-ELECT are not final times. AUTO-ELECT will not be in default before it has been given written notice if after the lapse of the extended time of delivery agreed or set in accordance with clause 9.3 and it has therewith been granted a reasonable period for performance which has been used.

8.3 If AUTO-ELECT needs data or auxiliary materials for the performance of the Agreement that to be provided by the Customer, the time of delivery can never commence before the day that all the necessary data or auxiliary materials are in AUTO-ELECT’s possession.

8.4 If AUTO-ELECT cannot perform the Agreement within the time agreed, AUTO-ELECT will inform the Customer a soon as possible.

8.5 In case the of delivery is exceeded, the Customer will not be entitled to any damages in that aspect. Nor is the Customer entitles in that case to dissolve the agreement, unless the exceeding of the time delivery is such that it cannot be demanded from the Customer in reasonableness to maintain the part in question of the agreement. In that case, the customer will be entitled to dissolve the agreement as far this is strictly necessary.

8.6 At all times, AUTO-ELECT is entitled to deliver in parts and to invoice the partial deliveries separately.

9- Delivery and Risk

9.1 The delivery of the Products is effected Ex Works as defined in the INCOTERMS, unless it has been agreed otherwise.

9.2 As far as it has been agreed that AUTO-ELECT arranges the transport and/ or packaging on the Customer’s behalf, this be affected at the Customer’s expense and risk.

9.3 If the Customer does not take delivery of the Products or does not do so at the time agreed, it will be in default without further notice and it will be held to compensate all the damage arising from this. In that case AUTO-ELECT is entitled to store the Products at the Customer’s expense and risk or to sell these to a third party. The Customer continues to owe the purchase price increased by the interest and costs (as damages), however as the case may be decreased by the net yield of sale to said third party.

10- Force Majeure

10.1 If AUTO-ELECT cannot comply with its obligation towards the Customer as the result of a non-attributable shortcoming (force majeure), the compliance with said obligation will be suspended for the duration of the force majeure situation.

10.2 If the force majeure situation exceeds one month, both parties are entitled to dissolve the agreement partially or in full, in so far as the force majeure situation justifies it.

10.3 In case of force majeure, the Customer is not entitled to any damage or compensation, not even when AUTO-ELECT has any advantage as a result of the force majeure.

10.4 Force majeure is intended to mean each circumstance independent from AUTO-ELECT will as a result of which the compliance with obligations towards the Customer is entirely or partially prevented or as a result of which its obligations cannot be demanded from AUTO-ELECT in reasonableness, regardless whether this circumstances was foreseeable at the time of the conclusion of the agreement. These cicurmstances also include:  Strikes and lock-outs, blockades, riots, stagnation or other problems with the Production at AUTO-ELECT or its suppliers and/ or at the transport effected by AUTO-ELECT or third parties and/ or devaluation, the increase of import duties and/ or excise duties and/ or taxes and/ or measures of any government body, as well as the lack of any statutory permit to be acquired.

10.5 AUTO-ELECT will inform the Customer as soon as possible of a (threatening) force majeure situation.

11- Inspection and complaints

11.1 The Costumer is held to carefully inspect the products immediately after their delivery for visible for and damage as well as to test the working thereof. Complaints with regard to the Products have to be stated in writing to AUTO-ELECT no later than 48 hours after the delivery of the Products, this on penalty of the loss of the right to complain without prejudice to the stipulations of clause 11.2.

11.2 Defects that could not have been established in reasonableness within the period stipulated in clause 11.1 have to be reported in writing to AUTO-ELECT immediately after their establishing but no later than 12 months after the delivery, this on penalty of the loss of the right to complain.

11.3 When a defect has been established, the Customer is held to immediately stop de use, the treatment, processing and/ or installation of the Products in question and further to do and refrain from doing all that is possible in reasonableness in order to prevent (further) damage.

11.4 The Customer will render all the assistance necessary for the investigation of the complaint, inter alia by enabling AUTO-ELECT to institute an investigation into de circumstances of the use, the treatment, processing and/ or installation.  

11.5 If the Customer does not render its assistance or if no investigation is otherwise possible (any more), the complaint will not be dealt with and the Customer will have no claims in that aspect. If the complaint turns out to be unfounded, the cost of the investigation will be borne by the customer.

11.6 The Costumer cannot derive any rights from the fact that the complaint is being dealt with.

11.7 The Customer is not permitted to return the Products, before AUTO-ELECT has agreed to it. The reasonable costs of their return are solely borne by AUTO-ELECT if the complaint has been filed timely, and rightly.

11.8 If the Customer complains timely, correctly and rightly about the defects in a product, the liability arising from it for AUTO-ELECT will be limited to the obligations product, the liability arising it for AUTO-ELECT will be limited to the obligations defined in clause 12.3 taking into consideration the other stipulations of clause 12.

12- AUTO-ELECT’s Obligations

AUTO-ELECT guarantees the Customer that the products will comply with what has been agreed in that aspect both at their delivery and 24 months afterwards (or longer, if this has been explicitly agreed between AUTO-ELECT and the Customer), on the condition that these Products are used in a normal and careful way and all the instructions provided for the use of the Products and other guarantee instructions included on the agreement and terms and conditions are complied with exactly and in full.

12.1 If AUTO-ELECT delivers Products to the costumer that AUTO-ELECT has acquired from its suppliers, AUTO-ELECT will never be held to a more extensive guarantee towards the Customer than the guarantee AUTO-ELECT can claim towards its suppliers.

12.2 On the condition that a complaint has been made timely, correctly and in accordance with the stipulations of clause 11 and it has been sufficiently proven that the complaint is well founded, AUTO-ELECT has the following choices:

l. To replace the Products or parts thereof that turn out to be unsound against their return by new Products or parts;

ll. Or to properly repair the products in question and, if necessary, to make adaptions to the Products to be repaired.

lll. Or to grant permission that the Customer has the Products in question repaired for a compensation of EUR 35 per hour for the time stated by the ‘Eurotax Schwackeliste’ for these activities;

lV. Or to repay (part of) the price agreed or to credit the sum invoiced;

V. Or to grant the Customer a discount of the price agreed to be set in mutual consultation.

By carrying out of the actions mentioned above, AUTO-ELECT will have fulfilled its obligation in full and will not be liable to any further compensation or damages.

12.3 The Customer cannot claim any rights based on this clause if, without AUTO-ELECT’s prior written permission, changes or repairs have been made to the Products, parts not supplied by AUTO-ELECT have been installed, the Products have been used for other purposes than intented, or the Products have been treated or maintained otherwise in an injudicious way, as well as if the Customer is in default towards AUTO-ELECT. Damage resulting from normal use wear will be excluded from the guarantee as well.

12.4 Furthermore, the guarantee explicitly excludes damage arising from an accident with the vehicle in which the product has been installed, damage arising from the use of a vehicle participating in speed trials, racing, competition time trials, damage rising from operational or commercial of-road use, as well as damage arising from fire, natural force, wilful destruction, etc.

13- AUTO-ELECT’s Liability and indemnity

13.1 AUTO-ELECT is not liable for damage to the Products other than pursuant to the stipulations of Clause 12.3. In any case AUTO-ELECT’’s contractual and legal liability is limited at all times to the sum of (the part of) the price agreed of the Product with regard to which said liability has arisen.

13.2 AUTO-ELECT is not liable for consequential loss, including inter alia: lost profit, losses suffered and cost incurred, as well as orders or saving lost and other trading loss, environmental damage and immaterial damage possibly suffered by the Customer of a third party as a result of AUTO-ELECT’s performance of the agreement and/ or ( the use of) the Products.

13.3 The stipulations of the previous paragraphs do not prejudice AUTO-ELECT’s liability based on title 3, Chapter 3, Book 6 of the Dutch Civil Code (product Liability).

13.4 AUTO-ELECT will not invoke the liability limitation of clauses 13.1 and 13.2 if and in so far the damage is the direct consequence of AUTO-ELECT’s intent or gross negligence.

13.5 Unless the damage has been caused by AUTO-ELECT’s intent or gross negligence or that of its managerial staff, the Customer will indemnify AUTO-ELECT against all third-party claims for whatever reasons, including the compensation of damage, cost or interest, directly or indirectly connected to (the use of) the products and will compensate all the damage suffered by AUTO-ELECT as a result of such claims, including the cost of (legal) advice.

14. Intellectual property

14.1 The Customer does not acquire intellectual property rights with regard to the Products on the basis of the Products.

14.2 The Customer is not permitted to change the trademarks or identifying marks put on the Products or its packaging nor to remove these nor to change or copy the products or any part thereof.

14.3 AUTO-ELECT states that, to the best of its knowledge, the Product do not infringe any intellectual property rights valid in the Netherlands. In case of third-party claims with regard to an infringement of such rights, AUTO-ELECT can exchange or change the Product in question, if necessary, or to dissolve the Agreement partially or in full. The customer is solely entitled to dissolve the Agreement in so far as the maintaining of the Agreement cannot be demanded from the Customer in reasonableness.

14.4 The Customer will immediately inform AUTO-ELECT of any third-party claim regarding the infringement of intellectual property rights in connection with the Products, in case of such a claim, only AUTO-ELECT is entitled to advance a defence, also on the Customer’s behalf, or to take measures against said third party or to conclude an out-of-court settlement with said third party. The Customer will refrain from all these measures in far as this can be demanded from it in reasonableness. The Customer will cooperate with AUTO-ELECT in any case.

15- The Customer’s further obligations

15.1 The Customer will always provide AUTO-ELECT will all the data necessary for the performance of the Agreement in time and guarantees the correctness and completeness of these data.

15.2 The Customer ensures that nothing will prevent that certain periods or time agreed are met including the time of delivery agreed.

16 Default/ Dissolution

16.1 If the Customer does not properly or timely comply with any obligation arising for it from any agreement, the Customer will be in default without further notice and AUTO-ELECT will be entitled to suspend the performance of all the Agreements until the Customer’s compliance has been sufficiently guaranteed or to dissolve the Agreement(s) in question partially on in full. In case of the Customer’s default or in one of the cases stated in Clause 16.2, all AUTO-ELECT’s claims on the Customer on any base will be immediately due and payable in full and AUTO-ELECT will be entitled to suspend the performance of every Agreement and/or to dissolve any Agreement partially or in full.

16.2 In case of a (provisional) suspension of payments, bankruptcy, cessation or liquidation of the Customer or its company, all the Agreements with the Customer will be dissolved de jure, unless AUTO-ELECT states within a reasonable period  of time to demand the performance of (a part of) the agreement. In the last-mentioned case, AUTO-ELECT will be entitled to suspend the performance of the agreement(s) without further notice, until the customer’s compliance has been sufficient guaranteed.

16.3 The stipulation of clause 16.1 and 16.2 do not prejudice AUTO-ELECT,’s other rights arising from legislation and the agreement.

16.4 In case an event occurs as defined in Clauses 16.1 or 16.2, (l) all AUTO-ELECT’s claims on the Customer arising from Agreement(s) in question and (II) all AUTO-ELECT’s other claims on the Customer will be due and payable immediately and in full and AUTO-ELECT will be entitled to take back the Products in question, if it has reserved the ownership thereof, and to enter the Customer’s premises and buildings to that end.

17 Assignment of Rights

AUTO-ELECT is permitted to assign to third parties any rights arising from the Agreement. The Customer is solely permitted to do so with AUTO-ELECT’s prior written permission.

18 Applicable law and jurisdiction.

18.1 These Terms and Conditions as well as the Agreement are governed by Dutch low.

18.2 In the event of conflict between the present Dutch text of these Terms and Conditions and their translation the Dutch text will prevail.

18.3 The applicability of de Vienna Sales Convention 1980 (CISG) is excluded.

18.4 All the disputes arising as result of the Agreement or these Terms and Conditions will be submitted to the court of law in Amsterdam having jurisdiction, as far as the law does not prescribe as mandatory otherwise, on the understanding that AUTO-ELECT is entitled, whether or not simultaneously, to submit claims against the customer to other courts of law that are competent to hear such claims.

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Glenn Roozing
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