GENERAL TERMS & CONDITIONS GEURTS TRUCKS B.V. (deposited with the Arnhem Court under number 2013/1 on 9 January 2013)
Article 1. Definitions In these general terms and conditions the following words have the indicated meanings: "Geurts": the user of these general terms and conditions, i.e. Geurts Trucks B.V., with its registered office in Nijmegen; "Purchaser": the other party.
Article 2. General 2.1. These general terms and conditions apply to all quotations, offers, and agreements (including any subsequent agreements and additional agreements) between Geurts and the Purchaser. 2.2. The application of any general terms and conditions used by the Purchaser is rejected by Geurts. 2.3. If any provisions in these general terms and conditions are void or declared void, the remaining provisions remain in full force. 2.4. If the Purchaser has stated that the item is to fulfil certain specifications and/or conditions and Geurts has never confirmed that the item fulfils these, the Purchaser is deemed not to set these conditions anymore if the agreement is concluded as yet.
Article 3. Quotations and offers 3.1. All quotations and offers by Geurts are without obligation and may be revoked at any time. 3.2. Geurts does not guarantee the correctness of the specifications of the item specified by Geurts and the Purchaser may in no way derive rights from the specifications as set out by Geurts. 3.3. The agreements are deemed to have been concluded in a legally valid way after Geurts has confirmed the order in writing or has made a start on the execution of the order.
Article 4. Prices 4.1. The prices quoted by Geurts are exclusive of VAT, other levies and any other additional costs. 4.2. Geurts is entitled to adjust the price, even after conclusion of the agreement, if one of the price-determining factors changes. 4.3. The Purchaser is, under the provisions of the previous paragraph, not entitled to terminate the agreement , unless the first agreed price is increased by more than 10%.
Article 5. Payment 5.1. The Purchaser is obliged to pay the full purchase price before delivery. 5.2. If the payment term is exceeded, the Purchaser is liable for interest at the current statutory interest rate on the amount outstanding, without the need for Geurts to notify the Purchaser thereof and notwithstanding Geurts' right to terminate the agreement. 5.3. The Purchaser is not entitled to suspend or set off the payment of any claim of Geurts against the Purchaser.
Article 6. Delivery 6.1. The time of delivery mentioned by Geurts is always indicative. The Purchaser cannot derive any rights from this. 6.2. The delivery takes place at a location designated by Geurts. 6.3. If Geurts transports the goods at the Purchaser's request, the transport is at the Purchaser's account and risk. Geurts does not take out transport insurance for the transport.
Article 7. Guarantees and defects 7.1. After conclusion of the purchase agreement, the Purchaser is deemed to be aware of all the relevant specifications of the item purchased. 7.2. The Purchaser is aware of the fact that Geurts cannot be held liable for any hidden defects and the service life of the items sold. 7.3. The Purchaser may test the items comprehensively before the purchase. 7.4. The Purchaser accepts the items sold in the condition, including any known and hidden defects, it is in at the time of delivery. 7.5. After receipt of the item, the Purchaser can no longer rely on any defects of the item. 7.6. Sold items may not be exchanged.
Article 8. Termination 8.1. If the Purchaser fails to meet any obligation arising from the agreement(s) concluded with Geurts properly or in due time, and if the Purchaser is bankrupt or bankruptcy has been filed for the Purchaser, if the Purchaser has been granted or applied for a suspension of payment, Geurts is, without any notification of default being required for this, entitled to suspend the execution of the agreement or to terminate the agreement without any liability to compensate the Purchaser and notwithstanding the rights accruing to Geurts, including the right to claim compensation from the Purchaser. 8.2. If the Purchaser has made a down payment and Geurts subsequently terminates the agreement, the Purchaser owes Geurts this down payment as a penalty, notwithstanding Geurts' entitlement to compensation. 8.3. The Purchaser is not entitled to terminate any agreement with Geurts with the exception of the provisions in article 4.3.
Article 9. Liability 9.1. Geurts is not liable for damage or loss caused as a result of any default in the fulfilment of its obligations towards the Purchaser or on any other ground, unless intent or gross negligence by Geurts is involved. 9.2. If Geurts were to be held liable towards the Purchaser, Geurts would only be liable for direct damage or loss caused by acts on the part of Geurts. Geurts is never liable for indirect damage or loss. 9.3. Geurts is not liable for incorrect odometer reading and/or years of manufacture of the vehicles sold. 9.4. Geurts' liability is limited to the value of the underlying agreement which the liability follows from, with a maximum amount of € 100.000,00
Article 10. Force Majeure 10.1. In the event of force majeure as intended in Section 6:75 of the Dutch Civil Code [Burgerlijk Wetboek], Geurts is entitled to terminate the agreement wholly or partially, or postpone the execution thereof without any liability to compensate the Purchaser.
Article 11. Applicable law 11.1. All disputes which may arise between Geurts and the Purchaser are subject to the law of the Netherlands exclusively and are settled by the 's-Hertogenbosch Court exclusively. 11.2. The terms of the Vienna Sails Convention [CISG] do not apply.