GENERAL TERMS AND CONDITIONS OF SALE

1. Parties and scope

1.1. These General Terms and Conditions of Sale are issued by All Car Consulting SRL, having its registered office at Koningin Astridlaan 49, 1780 Wemmel, Belgium, registered with the Belgian Crossroads Bank for Enterprises under number BE 0666.436.322, Brussels Register of Legal Entities, hereinafter referred to as “ACC”.

Contact: info@allcarconsulting.com – +32 477 88 18 38.

1.2. These General Terms and Conditions apply exclusively to sales, supplies and services entered into with natural or legal persons acting for professional or business purposes, hereinafter referred to as the “Customer”.

They do not apply to agreements concluded with consumers.

2. Applicability, acknowledgement and acceptance

2.1. These General Terms and Conditions apply to all quotations, pro forma invoices, order confirmations, sales, invoices and other contractual relationships between ACC and the Customer, unless expressly agreed otherwise in writing.

Any general terms and conditions of the Customer shall only apply if expressly accepted in writing by ACC.

2.2. These General Terms and Conditions are made available to the Customer prior to the final conclusion of the agreement, including by means of a direct link stated on the pro forma invoice, order confirmation or the Essential Terms of Sale attached thereto.

By signing the pro forma invoice or order confirmation, the Customer confirms that it has had the opportunity to review, download and retain the full applicable version of these General Terms and Conditions and accepts it.

2.3. Specific terms expressly stated on the pro forma invoice or order confirmation, in particular under “Remarks / Opmerkingen / Remarques”, shall prevail over these General Terms and Conditions in the event of any conflict.

2.4. The language version of these General Terms and Conditions made available to the Customer by means of the direct link stated on the pro forma invoice, order confirmation or the Essential Terms of Sale attached thereto shall govern the relationship between the parties. If several language versions are made available at the same time, the Dutch-language version shall prevail in the event of any difference in interpretation.

2.5. If any provision of these General Terms and Conditions is declared wholly or partly invalid, unenforceable or ineffective, the remaining provisions shall remain in full force and effect. To the extent legally permitted, the relevant provision shall be replaced by a valid provision that most closely reflects its economic and legal purpose.

2.6. ACC may amend its General Terms and Conditions for future transactions. The version applicable to an order shall be the version communicated to the Customer before conclusion of that order.

3. Offers, reservations, availability and conclusion of the agreement

3.1. Advertisements, stock lists, vehicle lists, commercial communications, offers sent by email and other pre-contractual information are provided subject to final availability and confirmation in accordance with this Article.

A request from the Customer, an exchange of emails or a preliminary reservation shall not in itself constitute a final order until ACC has issued a pro forma invoice or order confirmation and it has been accepted in accordance with Article 3.2.

3.2. Unless otherwise expressly agreed in writing, the sales agreement becomes final when:

a) ACC has issued a pro forma invoice or order confirmation sufficiently identifying the vehicle or vehicles concerned; and

b) the Customer has returned the pro forma invoice or order confirmation signed by a person authorised to bind the Customer’s company.

Where the pro forma invoice expressly provides for payment of a deposit as a condition of confirmation, the order shall only be finally confirmed once that deposit has been received within the specified period.

3.3. The presence of a Vehicle Identification Number (VIN) on the pro forma invoice is not a necessary condition for the validity of the order.

In particular, in the case of a factory order, a vehicle under production, in transit, due to arrive at a future date or for which the VIN has not yet been allocated or communicated by the supplier, the vehicle may be identified by the characteristics stated on the pro forma invoice, including brand, model, version, engine, quantity, colour, model year or any other relevant characteristic.

The VIN shall be communicated to the Customer or added to the sales documentation as soon as it has been allocated and becomes available.

The absence of a VIN at the time of signature shall not, in itself, entitle the Customer to cancel a validly concluded order.

3.4. Every order nevertheless remains subject to ACC being objectively able to obtain and effectively deliver the vehicle concerned.

If, after conclusion of the agreement and before delivery, the vehicle becomes objectively unavailable as a result of circumstances not attributable to ACC and which ACC could not reasonably have prevented, including but not limited to:

• cancellation or refusal to deliver by the supplier;
• absence or withdrawal of a vehicle allocation;
• impossibility of production;
• definitive unavailability from the supplier;
• loss, theft, destruction or significant damage before delivery;
• impossibility or abnormal delay in obtaining essential documents;
• import or export restrictions;
• import or export quotas;
• international sanctions;
• governmental or administrative measures;
• customs or registration issues;
• logistical or transport restrictions;
• or any comparable circumstance outside ACC’s reasonable control,

ACC shall inform the Customer as soon as reasonably possible and, where reasonably possible, seek an alternative solution.

If no reasonable solution can be found, ACC may terminate the order in respect of the vehicle concerned. Any amounts already received by ACC in respect of that vehicle shall be refunded to the Customer.

This provision shall not apply where the unavailability results from an intentional or gross fault attributable to ACC.

3.5. If a VIN initially allocated becomes unavailable but ACC has another vehicle with the same essential contractual characteristics, ACC may propose or allocate that vehicle as a replacement and shall inform the Customer accordingly.

If the proposed replacement vehicle differs materially from the agreed characteristics, replacement shall be subject to the Customer’s approval.

3.6. ACC shall not be bound by an obvious material error in an offer, communication, description, price, discount, mileage, first registration date, vehicle reference or other information which a professional Customer could reasonably have understood to be incorrect.

3.7. Information relating to equipment, options, technical specifications and configurations may originate from the manufacturer, importer, supplier, VIN database or another third party.

ACC shall exercise reasonable care when communicating such information but does not guarantee that information originating from third parties is entirely free from errors.

Where the pro forma invoice refers to a dated commercial offer, that offer forms part of the descriptive elements of the transaction.

If a particular feature or item of equipment is decisive for the Customer’s purchasing decision, the Customer must request express written confirmation before signing the pro forma invoice.

If a material discrepancy is discovered before delivery, ACC shall inform the Customer and may, depending on the circumstances, propose a correction, an equivalent vehicle, a reasonable price adjustment or cancellation of the vehicle concerned with reimbursement of amounts already paid.

4. Prices, deposits and payment

4.1. All prices are expressed in euros unless otherwise stated and are exclusive of VAT, taxes, duties, levies and separately stated costs.

Transport costs are included only where expressly stated on the pro forma invoice or order confirmation.

4.2. The specific terms stated on the pro forma invoice shall prevail in relation to price, payment, transport and delivery.

4.3. Unless otherwise specifically agreed, the total price must be paid by bank transfer so that payment has been made no later than 48 hours before collection or delivery of the vehicle.

ACC may suspend collection, delivery and the release of original documents until the agreed payment conditions have been satisfied.

4.4. ACC may request a deposit. Its amount, due date and any applicable conditions shall be determined in the pro forma invoice or order confirmation.

4.5. Where the pro forma invoice expressly provides for “payment on delivery”, the full amount shall become immediately due at the time of delivery and shall not constitute a payment term extending beyond delivery.

Bank confirmation showing that the transfer has actually been executed may be accepted as proof of payment. Such confirmation must at least clearly identify the payer, beneficiary, amount, execution date and status of the transfer.

Unless otherwise agreed in writing, the original vehicle documents shall only be released or dispatched once the agreed payment conditions have been satisfied.

4.6. In the event of late payment in a commercial transaction, overdue amounts shall automatically bear, within the limits permitted by applicable legislation, the interest provided for under Belgian legislation concerning late payment in commercial transactions.

In addition, unpaid amounts shall be increased by fixed compensation equal to 10% of the unpaid amount, with a minimum of EUR 250 and a maximum of EUR 5,000 per invoice, without prejudice to reasonable recovery costs which may be claimed in accordance with the law.

4.7. Any dispute regarding an invoice must be notified to ACC in writing, with reasons, as soon as possible and, in principle, within eight calendar days of receipt.

Failure to dispute an invoice within this period may be taken into account in accordance with the rules of evidence applicable between businesses, without constituting an irrebuttable presumption.

4.8. In the event of non-payment when due, ACC may suspend any outstanding delivery, release of documents or other obligation until full regularisation, within the limits permitted by law.

5. Delivery, collection, time limits, transport and transfer of risk

5.1. Unless otherwise specifically stated on the pro forma invoice, the vehicle shall be collected by the Customer from the vehicle park or storage location in Belgium designated by ACC.

5.2. Dates and time periods communicated by ACC for delivery, arrival, transport, production or availability are estimates and indicative only, unless a date is expressly designated in writing on the pro forma invoice as a firm and binding final deadline.

Such time periods may be affected by the manufacturer, supplier, transport, authorities, documentation, customs and other external circumstances.

The mere expiry of an indicative period shall not automatically constitute definitive contractual non-performance.

5.3. Where delivery remains reasonably possible despite a delay and Articles 3.4 or 9.3 do not apply, a Customer wishing to rely on such delay must first give ACC written notice of default and grant ACC a reasonable additional performance period of at least ten business days, unless mandatory law does not permit such a period to be required.

5.4. Where an order includes several vehicles, ACC may deliver and invoice the vehicles separately as they become available, unless otherwise agreed in writing.

5.5. The Customer must collect or accept delivery of the vehicle within seven calendar days after ACC has informed the Customer that the vehicle is available, unless another period has been agreed.

After this period, ACC may charge storage fees of EUR 100 per vehicle per commenced week, without prejudice to additional reasonable costs actually caused by the Customer’s delay.

5.6. Where the Customer arranges collection itself or appoints its own carrier, the risk of loss or damage shall pass to the Customer when the vehicle is handed over to the Customer, its representative or carrier.

Where delivery is expressly organised by ACC, the risk shall remain with ACC until the vehicle is physically delivered to the Customer or the person designated by the Customer at the agreed delivery location.

5.7. Any visible transport damage must be inspected at the time of delivery and clearly and precisely recorded on the CMR consignment note, delivery note or equivalent document before the carrier leaves. Where possible, the Customer shall take photographs clearly showing the damage.

Damage that is not immediately visible must be notified to ACC in writing immediately upon discovery and, where reasonably possible, within 48 hours following delivery.

The absence of any reservation or notification may be taken into account when assessing evidence concerning the condition of the vehicle at the time of delivery, without prejudice to any mandatory legal provisions.

6. Inspection, condition, mileage, equipment and warranty

6.1. The Customer is a professional buyer and is required to inspect the vehicle upon delivery or collection, or to have such inspection carried out by a person possessing the necessary expertise.

6.2. The inspection shall include, in particular:

• identity and VIN of the vehicle;
• exterior and interior condition;
• visible damage;
• mileage;
• keys and accessories present;
• documents supplied;
• and, where reasonably verifiable, the contractually agreed characteristics.

6.3. Vehicles may be new, 0 km, demonstration vehicles, pre-registered, recently registered or used. Their category and the essential information known to ACC shall be stated in the offer or pro forma invoice.

A used or previously registered vehicle is sold taking into account its age, mileage, use and condition.

6.4. Visible damage or defects expressly disclosed before the sale shall be deemed to form part of the contractually accepted condition of the vehicle.

Visible defects not reported during inspection upon delivery may be taken into account when assessing evidence, subject to mandatory legal provisions and intentionally concealed defects.

6.5. Unless ACC expressly agrees otherwise in writing, ACC does not provide any additional commercial warranty of its own.

Where a manufacturer’s or importer’s warranty remains valid, its application remains subject to the terms, exclusions, duration, territorial scope and procedures of the manufacturer or relevant warranty provider.

ACC does not guarantee that a manufacturer will accept a warranty claim in a particular country unless expressly confirmed in writing.

6.6. The mileage stated is the known or estimated mileage at the time of the offer.

A reasonable variation in mileage before delivery resulting in particular from vehicle movement, loading, unloading, inspection, preparation, transport or administrative formalities shall not in itself constitute non-conformity.

6.7. Where ACC is aware of any exception regarding the number of keys, accessories or particular equipment, this shall be stated in the offer.

7. Documents, administrative formalities, VAT and export

7.1. ACC shall provide the vehicle documents specified in the offer or pro forma invoice or which normally accompany the vehicle in the relevant transaction, subject to ACC actually receiving such documents from the supplier or competent authority.

7.2. ACC may retain the original vehicle documents until full payment of all amounts due in respect of the vehicle.

7.3. Where original documents arrive separately or after the vehicle, the time required for their release depends, among other things, on the supplier, postal services, carriers, administrations or competent authorities. Any time periods communicated are indicative unless expressly agreed otherwise in writing.

7.4. For vehicles intended for the Belgian market, E705 and/or pre-registration formalities shall be carried out by ACC or, depending on the origin of the vehicle, by its Belgian supplier where such service is provided for in the specific terms of the transaction.

ACC does not guarantee processing times of public authorities or external organisations.

7.5. Where ACC handles export formalities to Switzerland or another country outside the European Union, ACC may appoint a customs agency or customs representative.

Unless otherwise stated on the pro forma invoice, import duties, import VAT, taxes, homologation, registration and other charges payable in the country of destination shall be borne exclusively by the Customer.

7.6. For intra-Community supplies or other transactions benefiting from a special tax regime, the Customer shall provide accurate and complete tax information, contact details, VAT numbers, transport evidence, documents and declarations in due time.

If an exemption, 0% rate, reverse charge or other tax treatment is refused because of inaccurate, incomplete or missing information or supporting documents originating from the Customer, its representative or carrier, the Customer shall indemnify ACC for the resulting taxes, interest, costs and penalties insofar as they are attributable to the Customer and legally recoverable.

8. Retention of title

8.1. ACC shall remain the owner of the vehicle until the full price, taxes and all amounts due in respect of the vehicle concerned have been paid in full.

8.2. Until full payment has been made, the Customer may not, without ACC’s prior written consent, transfer title to the vehicle, pledge it, grant security over it or otherwise encumber it with third-party rights.

8.3. Where the vehicle has exceptionally been delivered before full payment, the Customer shall keep it with due care and take all reasonable measures necessary for its preservation and insurance.

8.4. In the event of non-payment or insolvency, ACC may exercise its rights arising from the retention of title, suspend release of the documents and, where the statutory conditions are met, recover the vehicle or terminate the agreement.

9. Cancellation, non-performance, suspension and force majeure

9.1. A finally concluded order may not be cancelled by the Customer without ACC’s written consent.

ACC may accept a cancellation request subject, unless otherwise specifically agreed, to payment of a cancellation fee equal to 10% of the price excluding VAT of the vehicle or cancelled part of the order.

Where ACC’s supplier itself refuses cancellation or cancellation causes ACC to incur obligations or costs incompatible with this fee, ACC shall remain entitled to refuse the cancellation request or agree different terms with the Customer in writing.

9.2. Unless otherwise specifically provided in these General Terms and Conditions, either party may seek termination of the agreement where a sufficiently serious breach by the other party has not been remedied within eight calendar days following written and reasoned notice of default, unless remedy is impossible or pointless or mandatory law provides otherwise.

The specific provisions concerning delays in delivery under Article 5.3 shall remain applicable.

9.3. ACC shall not be liable for any delay or non-performance resulting from force majeure within the meaning of the applicable law.

The following events may in particular constitute force majeure, provided that the applicable legal requirements are met:

• war, armed conflict or terrorism;
• international sanctions;
• fire, flooding or exceptional weather conditions;
• pandemic or exceptional public health measures;
• strike or blockade;
• closure or serious disruption of a port;
• closure or significant alteration of a shipping route;
• serious transport disruption;
• major cyber incident;
• governmental or administrative measure;
• import or export restriction;
• import or export quota, including brand, manufacturer or importer quotas;
• customs issues making performance impossible;
• or inability to deliver on the part of a manufacturer, importer, supplier or other third party where this is not attributable to ACC.

The obligations affected shall be suspended for the duration of the force majeure event.

If performance becomes permanently impossible, the order may be terminated in respect of the affected part and amounts received for undelivered vehicles shall be refunded, without prejudice to liability which cannot legally be excluded.

9.4. ACC may suspend performance of its obligations if the Customer fails to comply with its payment obligations or if objective circumstances arising after the order indicate a serious risk that the Customer will not be able to perform its obligations, subject to the conditions imposed by law.

9.5. If, after conclusion of the agreement, a public authority introduces or increases a tax, customs duty, compulsory levy or other public charge directly applicable to the vehicle or transaction which could not reasonably have been included in the agreed price, such charge may be passed on to the Customer at actual cost.

If the increase exceeds 5% of the price excluding VAT of the vehicle concerned, the Customer may, unless such charge is legally payable directly by the Customer, request cancellation of the vehicle concerned within three business days following ACC’s written notification.

10. Liability and resale by the Customer

10.1. Subject to mandatory legal provisions, ACC shall only be liable for direct, certain, proven and reasonably foreseeable damage which is the immediate consequence of a contractual breach attributable to ACC.

10.2. To the extent permitted by law, ACC shall not be liable for indirect or consequential damage, including but not limited to:

• loss of profit;
• loss of turnover or income;
• loss of resale margin;
• loss of a business opportunity;
• cost of purchasing a replacement vehicle;
• financing or credit costs;
• internal administrative or personnel costs;
• business interruption;
• loss of customers;
• reputational damage;
• penalties or compensation owed by the Customer to its own buyer;
• or claims made by third parties.

10.3. Where the Customer purchases a vehicle for resale or enters into its own agreement with an end buyer, ACC shall remain liable exclusively towards its own Customer in accordance with the agreement concluded between ACC and that Customer.

The Customer alone shall be responsible for the commitments, warranties, delivery dates, penalties or other obligations it grants to its own buyer.

Any resale or commitment to resell a vehicle before its actual delivery, in particular on the basis of an indicative delivery period, shall take place under the Customer’s own commercial responsibility and shall not increase ACC’s obligations or liability.

10.4. Where ACC depends for performance on a manufacturer, supplier, importer, carrier, administration, customs agency or other third party, ACC shall not be liable for consequences arising exclusively from an error, refusal, failure or non-performance by such third party which is not attributable to ACC and which ACC could not reasonably have prevented or circumvented.

10.5. To the extent permitted by law, ACC’s total contractual and non-contractual liability in relation to one vehicle shall be limited to the sale price excluding VAT of the vehicle concerned, as stated on the pro forma invoice.

10.6. The exclusions and limitations of liability contained in these General Terms and Conditions shall not apply:

• in the event of intentional fault by ACC;
• in the event of gross fault by ACC where liability may not legally be limited;
• in the event of personal injury;
• or to any liability which mandatory law prohibits from being excluded or limited.

10.7. The Customer shall inform ACC as soon as possible of any alleged breach or damage and shall, where reasonably possible, first allow ACC the opportunity to investigate the matter and propose a correction or other appropriate solution.

The Customer shall take all reasonable steps to prevent or mitigate damage.

10.8. To the extent permitted by applicable law, the contractual limitations, exclusions and defences contained in the agreement and these General Terms and Conditions shall also apply where a claim relating to the formation, performance or termination of the contractual relationship is brought on a non-contractual basis.

11. Website

11.1. ACC may modify, supplement or update the form and content of its website at any time.

ACC shall use reasonable efforts to ensure the proper functioning and accuracy of the website but does not guarantee uninterrupted availability or the complete absence of errors, disruptions or harmful elements.

11.2. Information published on the website shall not, by itself, constitute a contractual commitment regarding the availability, price or characteristics of a vehicle.

12. Personal data

12.1. ACC may process personal data relating to the Customer’s representatives, employees and contacts for purposes including:

• management of offers and orders;
• performance of agreements;
• delivery;
• administrative and customs formalities;
• invoicing and debt recovery;
• accounting;
• complaint handling;
• compliance with legal obligations;
• management of the commercial relationship;
• and, where legally permitted, commercial communications.

12.2. Such processing shall be carried out in accordance with the General Data Protection Regulation and applicable Belgian legislation, in particular on the basis of performance of the agreement, compliance with legal obligations or ACC’s legitimate interests.

13. Intellectual property

13.1. Documents, photographs, texts, offers, presentations, databases, layouts and other content created or owned by ACC shall remain the property of ACC or the relevant rights holder.

They may not be reproduced, modified, distributed, published or used for other purposes without prior authorisation, except to the extent permitted by law.

14. Applicable law and competent courts

14.1. The parties shall first endeavour to resolve amicably any dispute arising out of or in connection with an offer, order, sale or these General Terms and Conditions.

14.2. All contractual relationships between ACC and the Customer shall be governed exclusively by Belgian law, subject to any mandatory provisions that may apply.

14.3. In respect of international sales of goods, application of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG – Vienna Convention) is expressly excluded.

14.4. To the extent that a valid choice-of-court agreement may be entered into, exclusive jurisdiction shall lie with the Dutch-speaking Enterprise Court of Brussels and, in accordance with the applicable jurisdiction rules, the courts of the judicial district of Brussels, without prejudice to either party’s right to seek provisional or protective measures before any other court having jurisdiction under applicable law.