GENERAL TERMS AND CONDITIONS of GP Products Automotive B.V.

Effective from 1 September 2024

These General Terms and Conditions apply to every offer of and agreement between GP Products Automotive B.V. (and its affiliated parties), having its registered office in Loon op Zand and registered in the Trade Register under number 82069492 (hereinafter referred to as: “GP Products”) and its customers. These terms are provided prior to the conclusion of the agreement.

Definitions:

In these General Terms and Conditions, the following terms shall have the following meanings:

• Agreement: The agreement of purchase and sale of new or used parts or accessories (hereinafter referred to as: products) and services.
• Customer: Any person acting as a buyer for purposes that are related to their business or professional activity, buying products or purchasing services from GP Products.
• Parties: GP Products and the customer jointly.
• Written: In writing or electronically.

Article 1: General

1. By accepting the offer of GP Products, the Customer accepts these General Terms and Conditions.
2. A reference to its own terms and conditions by the Customer shall not be accepted by GP Products and is expressly rejected.
3. If at any moment one or several provisions of these General Terms and Conditions become invalid or nullified, the remaining provisions shall remain in full force.
4. In such a case, GP Products and the Customer shall consult to agree on new provisions replacing the invalid or voidable provisions, ensuring that the contents correspond with the purpose and intent of the original provision as closely as possible.
5. If there is a lack of clarity regarding the interpretation of one or more provisions, interpretation shall occur in the spirit of these provisions. If a situation arises that is not provided for in these terms, it shall be assessed in the spirit of these General Terms and Conditions.
6. If GP Products does not require strict compliance with these terms, this shall not mean that said provisions do not apply or that GP Products would lose the right to require strict compliance in other cases.

Article 2: Quotations and Offers

1. All quotations and offers from GP Products are non-binding unless the quotation contains an acceptance term. A quotation or offer expires if the product or service to which it relates is no longer available.
2. All offers by GP Products are based on delivery/performance under normal circumstances. GP Products and the manufacturers it represents reserve the right to make design changes to the product to be delivered.
3. GP Products cannot be held to its quotations or offers if the Customer can reasonably understand that they contain an obvious mistake or error in writing.
4. If the acceptance (whether or not in respect of minor points) departs from the proposal included in the quotation or offer, it shall not be binding on GP Products unless GP Products indicates otherwise.
5. A compound quote shall not oblige GP Products to perform part of the assignment against a corresponding part of the given price. Offers and quotations shall not apply automatically to future orders.
6. GP Products is entitled to dissolve the Agreement without incurring liability towards the Customer or third parties.
7. If a deposit is requested in a quotation, the Agreement shall only be concluded after payment of the deposit, as specified on the invoice.

Article 3: Prices and Delivery Times

1. Quoted prices shall be without obligation, exclusive of assembly, turnover tax, import costs, and all other (import) duties due, which shall be borne by the Customer even if they change after conclusion of the Agreement, unless expressly agreed otherwise.
2. Unless stipulated otherwise, prices stated shall be without obligation and GP Products may pass on ex-works price changes to the Customer.
3. Stated delivery times shall always be indicative unless otherwise specified. The Customer is aware that delivery times for certain products may increase due to unexpected changes in demand or delays by the manufacturer.

Article 4: Payment

1. Unless otherwise agreed, payment shall be made into the bank account of GP Products no later than the due date stated on the invoice. In the absence of such a term, the invoice shall be paid within 14 days of the invoice date.
2. If the agreed payment term is exceeded, the Customer shall be deemed in default by operation of law, and the statutory commercial interest shall be due for the outstanding amount from the due date of the claim without any notice of default.
3. Interest on the amount due will be calculated from the date the Customer is in default until the date of payment of the full amount due. Objections to the amount of an invoice shall not suspend the payment obligation.
4. The Customer shall not be entitled to suspend payment of an invoice on other grounds.
5. If the Customer fails or neglects to honour its obligations, all reasonable costs incurred to obtain an out-of-court settlement shall be at the expense of the Customer.
6. Extrajudicial collection costs amount to 15% of the invoice amount, with a minimum of €250, plus VAT.
7. If GP Products incurs higher collection costs than reasonably required, the actual costs incurred shall be eligible for compensation.
8. Any judicial and execution costs will also be recovered from the Customer. The Customer shall also owe interest on the collection costs due.

Article 5: Delivery

1. If the indicative delivery date is exceeded, this shall never constitute a claim for damages or non-fulfilment of any obligation vis-à-vis GP Products.
2. An increased delivery term or its repeated extension shall not entitle the Customer to dissolve the Agreement without charge.
3. GP Products shall be entitled to make partial deliveries and to invoice the Customer for each partial delivery.

Article 6: Complaints, Defects, and Returns

1. Once GP Products has delivered the products, the risk for the products is transferred to the Customer.
2. The Customer is obliged to inspect the delivered products immediately upon or after delivery. Complaints regarding the delivery, including quality deviations detectable upon proper inspection, must be submitted in writing within seven days after delivery.
3. If a complaint is lodged in a timely manner, this does not suspend the payment obligation. The Customer is held to accept and pay for the remainder of the goods ordered.
4. If the Customer has not lodged a written complaint within seven days, the goods shall be deemed approved. Reporting a defect later eliminates entitlement to repair, replacement, or compensation.
5. If a complaint is found to be well-founded by GP Products, it shall be entitled to credit the Customer for the reduced value, with a maximum of the invoice amount, instead of repairing or replacing the delivered goods.
6. Prior to the products leaving the warehouse, the Customer may request GP Products to cancel the Agreement. If GP Products agrees, the Customer shall owe 10% of the purchase price as cancellation costs.
7. If the products have been shipped and/or delivered, the Customer may request cancellation. If GP Products agrees, the Customer shall owe 30% of the purchase price as a restocking fee. Return costs shall be borne by the Customer.

Article 7: Warranty

1. The soundness of delivered goods is guaranteed for the duration of the manufacturer’s warranty. The warranty period commences on the day of delivery. Manufacturer’s warranty terms are available upon request.
2. Under the manufacturer’s warranty, GP Products is liable only for defects reported within the warranty period that arose directly from faulty manufacturing and/or materials.
3. GP Products’ obligations under warranty do not extend beyond replacing or repairing the faulty product free of charge, at GP Products’ discretion.
4. Labour and transport costs arising from replacement or repair shall be borne by the Customer. Explicit written approval from GP Products is required for third-party repairs/replacements.
5. GP Products is not liable for defects resulting from normal wear and tear, inexpert use, or maintenance by third parties.

Article 8: Liability and Indemnification

1. The liability of GP Products is limited to what it has assumed under the warranty. Any further liability for direct or indirect damage is expressly excluded.
2. The Customer shall ensure that the products comply with local legislation concerning environmental and safety requirements. The Customer cannot dissolve the Agreement if compliance is not met.
3. GP Products is not liable for auxiliary persons it has engaged.
4. In case of resale/delivery of the product, the Customer must effect insurance against all risks from resale/delivery.
5. The Customer shall indemnify GP Products against claims from third parties related to or arising from the Agreement.
6. The liability of GP Products shall be limited to the payment made by the Customer for that part of the Agreement regarding which GP Products has failed, limited to the amount paid out by its liability insurance in the case.

Article 9: Retention of Title

1. Products delivered by GP Products remain the property of GP Products or the manufacturer until all claims against the Customer arising from or related to agreements have been paid in full.
2. The Customer must keep products delivered under retention of title separate from other products and identifiable as GP Products’ property, insure them, and not pledge them.
3. In the event of non-compliance with any obligation of the Customer, GP Products is entitled to claim and repossess the goods without prior notice.

Article 10: Factory Conditions

1. In case of conflict between these terms and conditions and those of one of the manufacturers represented by GP Products, the terms of GP Products shall prevail.

Article 11: Applicable Law and Disputes

1. All agreements to which these terms apply shall be governed by Dutch law, even if an obligation is performed abroad or if the involved party is domiciled there.
2. The applicability of the Vienna Sales Convention is expressly excluded.
3. All disputes arising from offers made by GP Products and/or agreements shall be submitted to the District Court of East Brabant.