Some important terms in these terms are defined as follows:
1.1. User: any company affiliated with RAI CarrosserieNL that uses these terms and conditions as part of the agreement with its counterparties.
1.2. Other party: the client, company or consumer who instructs the user to perform work within the framework of the agreement.
1.3. Company: other party that acts in the exercise of a profession or business.
1.4. Consumer: the other party who is a natural person and who does not act in the exercise of a profession or business.
1.5. Parties: user and counterparty.
1.6. Quotation: a written invitation from the user to the other party to conclude an agreement.
1.7. Agreement: agreement between the parties about the user’s work for the other party.
1.8. Conditions: these general terms and conditions of RAI CarrosserieNL, which are part of the agreement.
1.9. Object: the movable property to which the agreement relates, such as a car, commercial vehicle, trailer and any part of or for a vehicle.
1.10. Written: by mail, app, SMS, post, fax or other legible communication method.
1.11. Activities: all operations, services, items and deliveries of the user for / to the other party in the context of the agreement.
1.12. Additional work: extra work by the user for the other party, which arises after the conclusion of the agreement.
2.1. The conditions apply to and form an integral part of the agreement and any subsequent agreement between the parties.
2.2. Before the agreement and each time the conditions are renewed, the user provides the conditions to the other party, in such a way that the other party can take cognizance of the conditions.
2.3. User is obliged to use the terms and conditions as part of any agreement with a counterparty.
2.4. User cannot change the conditions himself.
2.5. In the event of a conflict between the agreement and the terms and conditions, the agreement shall prevail.
2.6. The user rejects the applicability of the other party’s general terms and conditions.
3. Quotation / agreement
3.1. Offers from the user to the other party are in writing and without obligation and do not lead to any obligations of the parties.
3.2. By written, unaltered and unconditional acceptance of the quotation, the other party provides the user with an order and the agreement is concluded.
3.3. If the other party changes or supplements the quotation, there is no question of acceptance and no agreement is concluded.
3.4. A quotation from the user expires after four weeks after the date. Subsequent acceptance does not lead to an agreement.
3.5. In the case of articles 3.3, 3.4 and 4, the user will provide the other party with a replacement or additional offer, which will lead to the agreement through acceptance (article 3.2).
3.6. Deviations, changes and additions to the agreement are recorded as much as possible in accordance with Articles 3.1 and 3.2, subject to Articles 4.3 and 4.8.
3.7. User is not liable for obvious errors and clerical errors in the quotation.
4. Activities / additional and less work / provisional posts
4.1. The User performs the work properly, with good workmanship, in accordance with generally applicable standards and in accordance with the Agreement.
4.2. The User shall ensure that the work performed and the object meet the applicable legal requirements upon delivery, unless this was not the case prior to the work and this has not been explicitly agreed between the parties.
4.3. User can under- or exceed amounts in the agreement by a maximum of 10%, without grounds for a complaint from the other party or termination of the agreement or the need for a new agreement in accordance with Article 3, unless there are also other changes.
4.4. Article 4.3 also applies in the event of provisional items, hour estimates and quantities included in the agreement, which the user can only determine definitively after its work. 4.5. The user will explain the exceedance to the other party after establishing or foreseeing an exceedance in accordance with articles 4.3 and 4.4.
4.6. If an exceedance in accordance with articles 4.3 and 4.4 concerns more than 10%, the user will consult with the other party. The parties can then continue the agreement and conclude a new agreement with regard to the exceeding in accordance with Article 3.
4.7. If there is additional work, the parties will conclude a new agreement for that work in accordance with Article 3.
4.8. In the event that the other party does not respond to an offer regarding additional work and is unreachable while there is additional work under time pressure, the user can nevertheless perform the additional work as an agreement without the applicability of Articles 3.1, 3.2 and 3.4, provided this additional work is necessary and/or logical, is obviously reasonable and of added value for the other party and its object.
4.9. In the case of articles 4.6 and 4.7, the other party may terminate the agreement. The agreement is valid until cancellation and the other party will pay the agreed fee for the work, with application of article 4.3, after which the user will deliver the object as much as possible in an assembled and usable condition.
5. Prices / Invoices
5.1. User states in the quotation and the agreement and on its invoice the prices of labour, costs, parts, levies and VAT as much as possible.
5.2. Price and wage changes at the user and price changes of labor, materials and knowledge to be purchased can be passed on to the other party, provided that they are regular and reasonable.
5.3. The other party will make its objections to price changes and invoices known to the user within 20 working days of receipt of the notification or invoice.
5.4. Objections in accordance with article 5.3 do not entitle to suspension of payment
6.1. User can invoice its activities periodically, in the interim, in advance or upon delivery of the object.
6.2. The User can apply a payment term between 14 and 30 days on its invoices and sets that term in its quotation.
6.3. In the event of invoicing upon delivery of the object, the user can demand immediate payment from the other party.
6.4. The user can demand security from the other party for payment of its invoices.
6.5. User will record its payment terms as much as possible in the offer.
6.6. Payment of the user’s invoice is immediately due and payable to the other party, without notice of default and with immediate default, if:
a. with regard to the other party a suspension of payments or bankruptcy has been requested or granted or there is question of assignment of an estate or death;
b. attachment has been or will be levied with regard to the other party;
c. the company or the shares of the other party are transferred, alienated, discontinued, etc. 6.7. If the other party does not pay an invoice from the user in time and in full, the user will remind the other party in writing the first time with a period of 14 days, the second time with a period of 7 days and the third time with a summons with a period of 2 days. The user will always give notice of default to the other party and refer to article 6.8.
6.8. In the event of default, after the summons in Article 6.7, the other party is liable for 1% interest per (part of a) month on the unpaid principal until full payment, as well as for extrajudicial collection costs of 15% on the unpaid principal plus the interest due, with a minimum of €250 per unpaid invoice, to the extent permitted by law.
6.9. In the event of continued default after the summons of Article 6.7, the User can take legal action against the other party. The other party is liable for all associated costs incurred by the user, including full lawyer’s fees.
6.10. Payments by the other party are first deducted from the costs of the user, then against collection costs, then against interest and only then against the unpaid principal of the user in order from oldest to most recent.
6.11. User can set off any payment from the other party against its older unpaid invoices, regardless of the intention of the other party in the payment.
7.1. A delivery term of the object specified by the user is non-binding and not fatal within the meaning of article 6:83 sub a of the Dutch Civil Code.
7.2. The user will inform the other party as soon as it reasonably expects that the delivery period will be exceeded and confirm the agreements in writing.
7.3. Exceeding a delivery period as a result of an amendment to the agreement, additional work or non-compliance with the (payment) conditions of the agreement by the other party is not fatal.
7.4. The user will deliver the object to the other party immediately after completion of its work in accordance with the (additional work) agreement.
7.5. If the delivered object is not purchased in accordance with the agreements, the user can charge the other party storage costs of a maximum of € 50 per day. The user will notify the other party of this in good time.
8.1. The user gives a guarantee of one year on its work from the delivery of the object.
8.2. with regard to work by third parties for the object on behalf of the user, the guarantee of article 8.1 applies.
8.3. The warranty does not apply in the event of:
a. defects that are the result of an action not performed by or on behalf of the user with regard to the object and/or from exposure of the object to extreme conditions and/or from construction errors with regard to. the object and/or the use of parts or materials that are not original and/or supplied by the brand importer and which the other party has made available to the user;
b. color differences in the paint layer of the object that are not perceptible in daylight;
c. deterioration of the lacquer layer of the object that has arisen:
o due to an external cause;
o to parts not applied by the user or not edited by the user;
d. defects in the object as a result of necessary actions not performed by the user on behalf of the other party;
e. services, operations or deliveries with regard to the object, which the user has explicitly advised against the other party;
f. an object in such bad condition or edited by third parties that the user cannot repair the damage within the agreement or bring the object in the expected condition.
8.4. The warranty claim lapses if:
a. the other party does not offer the object within the period specified by the user for assessment/checking of the other party’s complaint;
b. the other party does not submit its complaint to the user in writing with a clear description of the complaint in the event of visible defects within one month of its occurrence;
c. the other party who is not a consumer does not submit its complaints in writing with a clear description of the complaints to the user in the event of non-visible defects within 14 days after the discovery of these defects;
d. the other party does not give the user the opportunity to remedy the defect;
e. there are complaints related to work performed by third parties with regard to the object, unless this was necessary and those third parties are known as experts, for example in the context of breakdown assistance.
9. Liability / Indemnification
9.1. The user’s liability for damage to the object or goods of the other party is limited to 25% of its last invoice with regard to the object to the other party.
9.2. The liability of the user is limited to the amount that its liability insurer pays out to it, plus its own risk.
9.3. The other party will ensure that there are no items of value in/on the object if it is offered to the user.
9.4. The user is not liable for any damage with regard to the object or goods of the other party or third parties in the object or with the user, such as cargo, inventory, money, documents and securities, such as due to theft or fire.
9.5. User is not liable for indirect and consequential damage as a result of a delay in the delivery of the object.
9.6. The limitations of liability with regard to the user do not apply in the event of a violation of mandatory law or intent or willful recklessness on the part of the user.
9.7. The other party indemnifies the user against and indemnifies the user against claims from third parties with regard to the execution of the agreement.
10. Force Majeure
10.1. A shortcoming on the part of the user will not be charged to it in the event of force majeure. 10.2. Force majeure is understood to mean: a shortcoming that cannot be attributed to the user because it is not attributable to its fault and is also not for its account according to the law, law or popular opinion.
10.3. Examples of force majeure are:
a. business interruption, business interruption, wildcat strike, which the user could not reasonably have prevented; b. late delivery by a supplier of the user of parts necessary for the execution of the agreement;
c. transport difficulties or obstacles, as a result of which transport to or from the user is hindered;
d. war, riot, sabotage, flood, fire, terrorism, an internal accident with serious injury and other serious disturbances, disturbances and threats, as well as the concrete chance thereof, as well as
instructions from the competent authority, consequences of unlawful or unjust acts by bailiffs, banks and other parties, company occupation, strikes and government measures; e. a situation in which the user is unable to perform the agreement due to a shortcoming or negligence on the part of a third party.
10.4. In the event of force majeure, the user has the right to change the delivery period or to dissolve the agreement extrajudicially within 3 weeks after its occurrence, without being obliged to pay compensation.
10.5. After dissolution of the agreement due to force majeure, the user is entitled to reimbursement of the costs incurred and work performed by him in accordance with the agreement.
11. Replace parts
11.1. The (old) parts and materials left behind during the work and the (old) parts and materials after delivery become the property of the user, unless the parties have agreed otherwise in writing. In that case, the other party must take these parts and/or materials with them immediately upon delivery of the object.
12. Advice and information
12.1. The other party cannot derive any rights from advice and information provided by the user outside the agreement.
12.2. In the execution of the agreement, the user may assume the correctness and completeness of information provided by the other party.
12.3. The other party indemnifies the user against any claim by third parties with regard to information provided by or on behalf of the other party.
12.4. All information provided by the user or produced on its behalf, including quotations, drawings, photos, designs, images, plans, test models and other physical and digital records, is and remains its (intellectual) property to the exclusion of the other party.
12.5. This information cannot be used, reproduced or otherwise appropriated by the other party, not even for the benefit of third parties, regardless of whether the other party has paid a fee to the user in this regard.
12.6. If the parties have agreed otherwise, this must be stated explicitly, without doubt and in writing.
12.7. The other party owes the user an immediately due and payable penalty of € 25,000 for each violation of Article 12, in addition to compensation under the law.
12.8. The other party must return information provided to it in accordance with this article on first request within the term set by the user. Failing this, the other party will owe the user an immediately due and payable penalty of €1,000 per day, in addition to compensation pursuant to the law.
13.1. Dissolution of the agreement is possible by means of written notice to the other party, but only after the other party has first been given written notice of default and a reasonable
period and has had the opportunity to fulfill its obligations or to rectify the observed shortcoming.
13.2. In the case of article 6.7, in addition to article 6.9, the user can also terminate the agreement in whole or in part without judicial intervention.
13.3. If the other party is a consumer and has died, heirs or the executor may continue or terminate the agreement, subject to article 4.9.
14. Retention of Title and Right of Retention
14.1. After delivery of the object, the user retains ownership of all repairs and parts it has installed until the other party has paid the user’s invoices.
14.2. The other party will respect this retention of title and carefully manage those parts and neither alienate nor encumber the object.
14.3. Insofar as the parts are freely accessible and easy to dismantle in accordance with article 14.1, the user can proceed to retrieve those parts in the case of article 6.9.
14.4. The user has the right of retention with regard to delivery. the object, including all repairs and parts it has installed, until the other party has paid the user in accordance with Article 6.
14.5. In the case of articles 14.2 and 6.9, the user has the right to disassemble the parts attached to the object and to use them elsewhere, whereby the other party is liable for the costs of the user.
15.1. All disputes regarding the agreement will be settled by the competent court in Amsterdam.16. Applicable law16.1. The terms and conditions and agreements, as well as all disputes arising therefrom, are exclusively governed by Dutch law. These terms and conditions are effective from 1 January 2019 and have been filed in the Chamber of Commerce trade register in Amsterdam under number 40530216.