In these general terms and conditions the following definitions shall apply:
1.1 General conditions: the whole of the provisions as set out below.
1.2 the car: passenger car or delivery van of which the total weight including payload does not exceed 3.500 kg;
1.3 the agreement: the agreement of purchase and placement of parts, repair work and transport of cars. The above applies in the broadest sense of the word;
1.4 the assignment: the agreement to perform assembly, disassembly, repair or maintenance work, the tuning of cars and transport work. The foregoing applies in the broadest sense of the word;
1.5 the client: the natural or legal person who orders Adaptive Automotive to buy parts and perform or have performed work.
1.6 the consumer: the natural person, not acting in the exercise of profession or business, which Adaptive Automotive gives an order to buy parts and perform or have performed work.
1.7 Adaptive Automotive: the private company with limited liability Adaptive Automotive B.V., established in Sittard and registered in the Trade Register of the Dutch Chamber of Commerce under file number 854927281, hereby legally represented by Mr. J.E.A. Bemelmans.
1.8 Parties: Adaptive Automotive and the client together.
1.9 Written: any communication in writing, including communication by email and digital messaging, provided that the identity of the sender and the authenticity of the communication is sufficiently established.
2.1 These terms and conditions apply to all offers made by Adaptive Automotive, quotations issued, contracts concluded, work performed, goods delivered, and other actions taken, unless otherwise agreed in writing. These terms and conditions shall also apply when a follow-up agreement or additional work results from an agreement.
2.2 These general terms and conditions may not be deviated from, unless the parties expressly agree otherwise in writing.
2.3 All clauses in these terms and conditions are made not only for the benefit of Adaptive Automotive, but also for the benefit of all persons working for Adaptive Automotive, all persons engaged by Adaptive Automotive in the execution of the contract and all persons for whose acts or omissions Adaptive Automotive could be legally liable.
2.4 Any purchasing terms or other conditions of the client are expressly rejected.
2.5 The most recent version of Adaptive Automotive's terms and conditions shall apply. Adaptive Automotive may at any time without notice and statement of reason modify and amplify these terms and conditions. These changes and/or additions bind the client only after they have been declared applicable in writing with the sending of the terms and conditions. Only the consumer has the right to dissolve the contract with Adaptive Automotive, if he does not agree with an announced change. This does not apply to clients acting in the exercise of profession or business, they are obliged to accept the announced changes.
2.6 If one or more provisions of these general conditions are at any time wholly or partially void, declared void or annulled, the other provisions of these general conditions shall remain fully applicable. Parties will consult to agree on a new provision to replace the void or annulled provision. The purpose and meaning of the original provision will be taken into account as much as possible.
2.7 If Adaptive Automotive on its own initiative in favor of the client deviates from these terms and conditions, the client can never derive any rights therefrom.
3.1 A quotation issued by Adaptive Automotive is valid for the period indicated in the quotation. If no term is indicated, the offer is valid until 14 days after the date the offer is issued. If the offer is limited or valid under specific conditions, this shall be expressly stated in the offer. The client cannot claim old, expired or not yet accepted offers or parts thereof.
3.2 Adaptive Automotive is bound to its offer only if the acceptance of the client is confirmed in writing by Adaptive Automotive.
3.3 Offers and quotations shall be made in writing by Adaptive Automotive, unless urgent circumstances make this impossible.
3.4 The offer of Adaptive Automotive shall in any case include:
3.5 The client is responsible for the accuracy and completeness of the data provided by or on behalf of the client to Adaptive Automotive on which the offer is based. If after the offer appears that the data provided deviates from the prevailing circumstances, Adaptive Automotive is entitled to adjust the relevant prices and other conditions.
3.6 A composite quotation shall not oblige Adaptive Automotive to deliver a portion of the goods and/or perform a portion of the work at a corresponding portion of the quoted price.
3.7 Adaptive Automotive cannot be held to its offer if the client understands or can reasonably understand that the offer, or any part thereof, contains an obvious mistake, slip, printing, typesetting or typographical error.
3.8 Offers do not automatically apply to follow-up orders or repeat orders.
3.9 Deadlines within which the work is to be performed and/or goods are to be delivered are only indicative and not to be considered as fatal deadlines, unless the parties have expressly agreed in writing on a fatal deadline. Exceeding of an indicative period therefore does not constitute an attributable shortcoming of Adaptive Automotive, is no ground for dissolution of the agreement and does not entitle the client to any compensation. If such period is exceeded, the client shall give Adaptive Automotive notice of default, where Adaptive Automotive shall still be given a reasonable time to perform the work or deliver goods.
3.10 If the client needs to provide information and/or data necessary for the proper and full execution of the contract, the delivery or implementation period shall commence after the client has provided Adaptive Automotive with this information and/or data.
4.1 An agreement is concluded after the client has accepted Adaptive Automotive's offer. If the acceptance of the client - whether or not on minor points - deviates from the offer of Adaptive Automotive, the contract is concluded only if Adaptive Automotive has agreed in writing to these deviation(s).
4.2 In cases where the client gives an assignment to Adaptive Automotive, without a prior offer, Adaptive Automotive shall be bound by this assignment only after it has confirmed it in writing to the client.
4.3 If during the execution of the contract it appears that for proper performance of the contract is necessary to modify or supplement the contract, Adaptive Automotive shall notify the client as soon as possible. Parties shall proceed in mutual consultation to amend the agreement. If a fixed price is agreed for the work, Adaptive Automotive will inform the client as soon as possible about any additional costs.
5.1 Client has the authority to cancel the agreement. This cancellation shall be in writing. The client is obliged to compensate Adaptive Automotive in full for any damages resulting from the cancellation. This damage is in any case set at 20% of the total purchase price of the (work on the) car, part or accessory, unless the parties agree otherwise when concluding the contract. There will never be compensation for shipping costs already paid in case of cancellation by the client.
6.1 Delivery of the car on which Adaptive Automotive has performed the work will take place at Adaptive Automotive's workshop.
6.2 A thing, including the car and supplied parts, which the client has entrusted to Adaptive Automotive for the work to be performed will remain at the client's risk. The latter shall adequately insure this matter at its own expense.
6.3 If client has not picked up the car within three working days after notification of termination of the assignment, Adaptive Automotive may charge a fee for storage costs.
6.4 Adaptive Automotive may exercise the right of retention on the car, if and for as long as:
6.5 Replaced parts will be made available to the client after execution of the assignment if the client has requested this. If a warranty claim is to be settled between Adaptive Automotive and a guarantor, such as a manufacturer or importer, Adaptive Automotive may refuse to hand over the parts.
6.6 If the client has not or not timely requested the parts, as referred to in the previous paragraph of this article, the replaced parts will become property of Adaptive Automotive, without the client being entitled to compensation.
6.7 All goods delivered by Adaptive Automotive, such as parts and accessories, shall remain the property of Adaptive Automotive, until such time as the client has fully complied with all his payment obligations to Adaptive Automotive, including any claim for breach of contract.
7.1 All prices Adaptive Automotive uses are in euros, including VAT and excluding other costs, such as other government levies, shipping costs, costs of parts and accessories and third-party costs, unless otherwise stated or agreed upon.
7.2 If after the date of an offer and/or quotation of Adaptive Automotive but before the implementation of the work a cost factor is modified, such as price increases due to changes in factory and/or importer prices and foreign exchange rates of parts, Adaptive Automotive is entitled to pass on these price changes to the client.
7.3 If Adaptive Automotive, due to circumstances unknown at the time of an offer and/or quotation, has to perform more work than agreed in the offer and/or quotation, Adaptive Automotive is entitled to charge the client for the resulting additional costs.
7.4 Costs for damage assessments shall be charged to the client. These costs shall not be charged if the order to repair is given to Adaptive Automotive, unless otherwise agreed in advance between the parties.
8.1 Payment of the invoice shall be made within 14 days of the invoice date. Payment shall in any case be made at the time of delivery of the car, part or accessory or upon delivery of the work performed by Adaptive Automotive, unless explicitly agreed otherwise.
8.2 Adaptive Automotive reserves the right to always require (full) prepayment or any other form of security from the client.
8.3 Payment shall, subject to mandatory consumer provisions, be made without deduction, set-off or suspension on any account whatsoever.
8.4 Objections to the invoice shall not suspend the client's obligation to pay.
8.5 In case of late payment Adaptive Automotive reserves the right to suspend performance of the contract with immediate effect or to dissolve the contract by written notice.
8.6 In case of late payment the client is legally in default and Adaptive Automotive, without further notice being required, has the right to charge statutory interest from the due date until the day of payment.
8.7 In case of late or incomplete payment by the client Adaptive Automotive is entitled to charge the client, without further notice, (extra) judicial collection costs of 15% of the principal amount with a minimum of € 100, -, also to the extent that the actual costs exceed the court cost order. The latter applies insofar as mandatory statutory provisions do not dictate otherwise.
8.8 Notwithstanding the provisions of paragraphs six and seven, consumers will first receive a written notice of default, whereby an additional period of 14 days from the day of receipt of this notice of default is offered to still fulfill the payment obligation, before they will be in default.
8.9 If no payment follows the written notice of default referred to in the previous paragraph, the client shall be in default. The extrajudicial collection costs on the principal sum shall be calculated for consumers in accordance with the Extrajudicial Collection Costs Decree.
8.10 Payments made by the client shall first be deducted by Adaptive Automotive from all interest and costs due and then on the due and payable invoices that have been outstanding the longest.
8.11 In case of a joint assignment, the clients are, insofar as the work has been performed for the benefit of the joint clients, jointly and severally liable for payment of the invoice amount, regardless of the name on the invoice.
9.1 Adaptive Automotive is entitled to dissolve the contract in writing without further notice of default and without judicial intervention, at the time when the client:
10.1 Adaptive Automotive is entitled to suspend the fulfillment of its obligations, until such time as all due and payable claims against the client are satisfied in full, if (1) the client fails to fulfill the obligations under the agreement or fails to fulfill them in full, or (2) if Adaptive Automotive has knowledge of circumstances that give it good reason to fear that the client might not be able to fulfill his obligations (properly), or (3) if at the conclusion of the agreement the client was requested to provide security for the fulfillment of his obligations under the agreement and such security fails to be provided.
10.2 Adaptive Automotive is also authorized to (have) the contract dissolved in the situations mentioned in the first paragraph of this article, or if other circumstances arise of such nature that fulfillment of the contract is impossible or to standards of reasonableness and fairness can no longer be required.
10.3 Dissolution shall take place by written notice and without judicial intervention.
10.4 If the contract is dissolved, the claims of Adaptive Automotive against the client shall become immediately due and payable.
10.5 Adaptive Automotive reserves the right to claim damages and is not liable for any damages or costs incurred by the client or third parties.
11.1 If the implementation of the agreement becomes impossible due to a cause Adaptive Automotive cannot be held accountable for or as a result of which fulfillment of its obligations cannot reasonably be required of Adaptive Automotive, including but not limited to illness of employees of Adaptive Automotive or third parties engaged, computer network failures or other technical malfunctions, failures of suppliers of Adaptive Automotive, governmental measures and other stagnation in the normal course of business within its company, Adaptive Automotive shall be entitled to suspend the implementation of the agreement.
11.2 Force majeure shall in these terms and conditions mean: a circumstance that is not due to the fault of Adaptive Automotive, and under the law, legal act or generally accepted practice can be attributed to Adaptive Automotive. Besides this explanation of force majeure under the law and jurisprudence is also understood: all external causes, foreseen or unforeseen, which Adaptive Automotive cannot influence, but which Adaptive Automotive is unable to fulfill its obligations.
11.3 In case of force majeure Adaptive Automotive will make reasonable efforts to provide an alternative solution.
11.4 If the force majeure situation occurs at the time Adaptive Automotive's obligations are partially fulfilled or will be able to fulfill, Adaptive Automotive is entitled to invoice the part already fulfilled or to be fulfilled. Client is obliged to pay this invoice as if it were a separate agreement.
11.5 From the moment that the force majeure situation has lasted at least two months or is of a permanent nature, both parties are entitled to (partially) terminate the contract by written notice, without judicial intervention, without the parties being entitled to claim any damages.
12.1 If the client proves that he has suffered damage due to an attributable shortcoming of Adaptive Automotive, arising out of or in connection with the implementation of the contract, the liability of Adaptive Automotive for direct damages only, limited to a maximum of the amount in the case under the liability insurance concluded by Adaptive Automotive is entitled, plus the excess of Adaptive Automotive under that insurance.
12.2 If - for whatever reason - no payment is made under the liability insurance referred to in the first paragraph of this article, any liability is limited to a maximum of the invoice amount to which the liability relates.
12.3 Adaptive Automotive shall never be liable for suffered business, indirect or consequential damages, including but not limited to lost profits, lost savings, mutilated or lost data or materials, business stagnation or immaterial damages.
12.4 Adaptive Automotive accepts no liability in case of stolen or lost property during the performance of the work by Adaptive Automotive of the client and/or third parties.
12.5 Adaptive Automotive is not liable for damages of any kind, caused by Adaptive Automotive is based on incorrect and/or incomplete data provided by or on behalf of the client.
12.6 Adaptive Automotive is not liable for damages, of whatever nature, caused by the client's failure to comply with directions or instructions given by Adaptive Automotive.
12.7 Adaptive Automotive shall not be liable for damages, of whatever nature, due to loss, costs or damage resulting from Adaptive Automotive's delay in the performance of the work.
12.8 Adaptive Automotive is not liable for mistakes and/or shortcomings of hired third parties, manufacturers and/or importers.
12.9 Adaptive Automotive shall never be liable for any damages suffered by third parties. Client shall indemnify and hold Adaptive Automotive harmless against all claims by third parties due to or arising from the performance of the contract.
12.10 The provisions of this article apply except in case of intent or gross negligence of Adaptive Automotive or its executives and if mandatory provisions oppose.
12.11 Adaptive Automotive shall at all times be entitled, if and to the extent possible, to undo or limit the damage of the client by repair or improvement of the work.
12.12 All claims under the contract and/or against Adaptive Automotive shall be barred by the mere lapse of twelve months.
13.1 Adaptive Automotive guarantees within the European Economic Area the proper execution of the contracted or outsourced assignments and the materials and parts used therein for a period of 12 months from the time the car is again made available to the client.
13.2 The warranty includes the subsequent performance of the order that was not or not properly performed within a reasonable period of time. The manufacturer or importer provides a manufacturer's warranty on new parts and accessories. Warranties never extend beyond what has been explicitly agreed upon or provided by the importer or manufacturer. If there is any additional damage, the provisions as included in article 12 of these general conditions (liability and indemnification) apply.
13.3 Client can only invoke a warranty given by Adaptive Automotive if client has fully met all his (financial) obligations under the contract.
13.4 The warranty provision does not apply if:
13.5 The client shall, as soon as possible after discovering a defect, notify Adaptive Automotive of the defect. The client cannot invoke the warranty provisions if he does not notify Adaptive Automotive as soon as possible after the discovery of a defect.
13.6 The client may not invoke the warranty if Adaptive Automotive is not given the opportunity to repair the defect or defects.
13.7 The client cannot invoke the warranty provisions, if third parties without prior knowledge or consent of Adaptive Automotive have performed work related to the work performed by Adaptive Automotive. The warranty does apply if the need for immediate repair has occurred elsewhere, and this can be demonstrated by the client on the basis of the data provided by the other repairer and/or on the basis of the broken parts. The aforementioned does not apply if repair abroad is necessary. In that case compensation of the costs of repair will take place based on the price level as applicable at Adaptive Automotive. This compensation shall never exceed the actual costs incurred.
14.1 Adaptive Automotive processes personal data in accordance with applicable laws and regulations, including the General Data Protection Regulation. Adaptive Automotive shall use personal data of the client only in the context of the execution of the agreement and fulfillment of its warranty obligations. Adaptive Automotive is not permitted to disclose, lend, rent or sell personal data. More information about Adaptive Automotive's processing of personal data is contained in Adaptive Automotive's privacy statement, available in our privacy statement.
15.1 All offers, quotations and agreements to which these terms and conditions apply shall be governed exclusively by Dutch law.
15.2 The applicability of the Vienna Sales Convention or other applicable International laws and regulations is expressly excluded.
15.3 The Dutch court in the district where Adaptive Automotive is located has, subject to mandatory provisions, exclusive jurisdiction