1.1. These General Terms and Conditions apply to all communications, offers and agreements whereby EC Rent NV ("ECR CAR RETAIL") offers, or agrees to offer, goods or services to a Customer (the "Customer") on or after 1 January 2022.
1.2. The Customer agrees to be bound by these Terms and Conditions by placing an order with ECR CAR RETAIL. The applicability of any of the Customer's terms and conditions is expressly rejected. The Customer accepts that ECR CAR RETAIL shall only be bound by such Terms and Conditions if they have been accepted by an authorised representative of ECR CAR RETAIL and contain an explicit and specific reference to these General Terms and Conditions. If the Purchase Order in accordance with Article 2.2 contains terms and conditions that contradict these General Terms and Conditions, the terms and conditions of the Purchase Order shall prevail.
1.3. Although the translation of these General Terms and Conditions has been prepared with the utmost care, the Dutch version of these General Terms and Conditions is binding for the Customer and ECR CAR RETAIL.
1.4. ECR CAR RETAIL can only be bound by the actions of its competent bodies as mentioned in Article 703 of the Belgian Judicial Code. The other contracting party is expected to check the said competence by consulting the Civil Code or the Crossroads Bank for Enterprises. The nullity of an agreement concluded in violation of the previous paragraph is a relative nullity which can only be invoked by ECR CAR RETAIL but not by the contracting party.
2.1. All quotes, offers, price lists, delivery terms, etc. communicated by ECR CAR RETAIL through its website www.ecrb.be or otherwise are only invitations to submit an offer by the Customer. The availability, prices and delivery times indicated in such communications are for information only and subject to change. Quotes, offers and price lists do not bind ECR CAR RETAIL unless this has been explicitly confirmed by ECR CAR RETAIL in writing by Purchase Order.
2.2. The Customer may request to purchase goods or services from ECR CAR RETAIL by placing an order. On receipt of an order, ECR CAR RETAIL may at its discretion issue a written Purchase Order. This Purchase Order shall include a reference to these General Terms and Conditions.
2.3. A copy of the Purchase Order signed by an authorised representative of the Customer shall be returned by the Customer to ECR CAR RETAIL within 10 working days of receipt of the Purchase Order by e-mail or other means. Signature of the Purchase Order by the Customer, by electronic signature or otherwise, implies full acceptance by the Customer of the specific terms and conditions indicated in the Purchase Order and these General Terms and Conditions. If the Customer does not return a signed copy of the Purchase Order within 10 working days of receipt of the Purchase Order by e-mail, ECR CAR RETAIL shall not be bound by the terms and conditions stated in the Purchase Order. If the Customer confirms the order by any other means, including by indicating that ECR CAR RETAIL may proceed with processing the order indicated in the Purchase Order, the terms and conditions of the Purchase Order and these General Terms and Conditions shall apply to such order.
2.4. Statements made by employees of ECR CAR RETAIL in relation to the Customer's order which are not contained in the Purchase Order shall not be binding upon ECR CAR RETAIL unless they are confirmed in writing by an authorised representative of ECR CAR RETAIL.
3.1. Prices are in Euros unless otherwise indicated in the Purchase Order. The Customer bears the risk of exchange rate changes. Prices are exclusive of value added tax (VAT) and other taxes, import duties and charges. Prices are exclusive of shipping, packaging and any other costs, unless specifically stated in the Purchase Order.
3.2. In the Purchase Order, ECR CAR RETAIL may ask the Customer to transfer an advance payment ("Advance Payment") of up to 20% of the total sales price of the goods and services specified in the Purchase Order. The Customer shall pay the Advance within 10 working days from the receipt of the Purchase Order by ECR CAR RETAIL. If the Customer fails to pay the Advance within 10 working days, ECR CAR RETAIL has the option to terminate the agreement with the Customer by written notice or to execute the order anyway. The fulfilment of an order by ECR CAR RETAIL in the absence of an Advance Payment shall not constitute a waiver, a discount, or any other modification of the specific terms and conditions contained in the Purchase Order or these General Terms and Conditions. Article 1590 of the Belgian Civil Code is not applicable to the Advance Payment.
3.3. In the Purchase Order, ECR CAR RETAIL may ask the Customer to provide sufficient security for the payments to be made by the Customer. If Customer has not provided such security within 10 working days, ECR CAR RETAIL has the option to terminate the agreement with the Customer by giving written notice or to process the order. ECR CAR RETAIL's processing of the order in the absence of security shall not be construed as a waiver, discount or other modification of the specific terms and conditions contained in the Purchase Order.
3.4. ECR CAR RETAIL shall send an invoice by e-mail for the sales price specified in the Purchase Order. If an Advance was paid, this amount will be deducted from the invoice. Invoices shall be paid by the Customer no later than the due date of the invoice. If the order is partially delivered to ECR CAR RETAIL by its supplier, ECR CAR RETAIL shall be entitled to invoice the price of the vehicles delivered, regardless of whether other vehicles have been ordered as part of the same order. The invoice shall identify the vehicles delivered to ECR CAR RETAIL which are to be collected by the Customer in accordance with Article 4 of these General Terms and Conditions.
3.5. Payment shall be made in EUR by bank transfer to the account specified by ECR CAR RETAIL on the invoice. Bank charges and currency conversion costs (if the Customer pays in any another currency) shall be passed on to the Customer. Cash payments are not accepted by ECR CAR RETAIL. Payment by means other than bank transfer requires the prior written consent of ECR CAR RETAIL.
3.6. If the Customer fails to make full payment by the due date of the invoice, ECR CAR RETAIL has the right - without prejudice to Article 4.7 of these General Terms and Conditions - to dissolve the agreement with the Customer in whole or in part in writing at the Customer's expense. In the event of termination in accordance with this provision, ECR CAR RETAIL shall be entitled to compensation of 20% of the price of the goods to which the termination relates, without prejudice to ECR CAR RETAIL's right to claim a higher amount if the damage suffered is more than 20% of the price of the goods. ECR CAR RETAIL shall have the right to set off such amount by withholding the Advance Payment.
3.7. The Customer shall not be entitled to set off any claims that it has or alleges to have against any amount that it owes to ECR CAR RETAIL. ECR CAR RETAIL shall be entitled to charge payments by the Customer in the following order: (1) to set off outstanding amounts against a previous transaction between ECR CAR RETAIL and the Customer, (2) charge costs and interest, and (3) invoice the principal amount.
3.8. All goods made available in accordance with Article 4 of these General Terms and Conditions shall remain the property of ECR CAR RETAIL until the Customer has fulfilled all its payment and collection obligations, even if ECR CAR RETAIL has allowed the collection of vehicles prior to the receipt of full payment in deviation from Article 4.3 of these General Terms and Conditions. The Customer shall not have the right to alienate, pledge, encumber or modify the goods before the transfer of ownership. If third parties seize goods that are subject to the retention of title or wish to assert a right over them, the Customer shall immediately inform ECR CAR RETAIL in writing and provide copies of all relevant documents relating to the seizure.
3.9. For vehicles sold to another EU Member State, the VAT zero rate may apply. The Customer is responsible for complying with all formalities in order to qualify for the zero rating. If for any reason the zero rate is not accepted by the tax authorities, the Customer shall indemnify ECR CAR RETAIL against any claim in this connection. In such case, the Customer shall pay to ECR CAR RETAIL the amount due in VAT upon receipt of a written request from ECR CAR RETAIL.
4.1. Unless expressly agreed otherwise in writing, delivery shall take place on the premises of ECR CAR RETAIL as communicated to the Customer. If the order consists of several vehicles, ECR CAR RETAIL has the right to invoice and deliver part of the order when, and to the extent that, it is delivered by its suppliers to ECR CAR RETAIL.
4.2. Delivery times are indicative and subject to change based on, among other things, changes in the manufacturer's production schedule and other circumstances beyond ECR CAR RETAIL's control. The Customer is aware and accepts that ECR CAR RETAIL has no control over changes to the production schedule, for whatever reason, by its supplier. ECR CAR RETAIL shall make reasonable efforts to inform the Customer of changes to the indicative delivery times.
4.3. The Customer shall collect the order or have it collected at the latest within 10 working days after payment of the invoice in accordance with Article 3.4 of these General Terms and Conditions. The vehicles shall not be collected by the Customer or on his behalf until full payment of the invoice and all costs and fees owed by the Customer to ECR CAR RETAIL have been received. Applicable import or export duties and insurance costs shall be borne by the Customer.
4.4. The goods and vehicle documents shall be inspected by the Customer or his contractor in the presence of an ECR CAR RETAIL officer when collecting the goods at ECR CAR RETAIL's premises. The Customer is a professional buyer and undertakes to carefully inspect the goods on delivery or to assign inspection to a third party who has the necessary technical knowledge to carry out an inspection. ECR CAR RETAIL shall not be held liable for any visible damage or defects that were not determined by ECR CAR RETAIL and the Customer (or any third party acting on their behalf) at the time the goods were collected. If ECR CAR RETAIL and the Customer fail to agree on compensation for any visible damage or defects found during inspection, ECR CAR RETAIL has the right to terminate the agreement with the Customer in writing. In such an event, ECR CAR RETAIL shall refund any sums paid by the Customer which have not been set off against any previous debts, costs or charges owed by the Customer in accordance with Article 3.7 of these General Terms and Conditions.
4.5. ECR CAR RETAIL may recommend logistics providers to handle the transport of the goods from ECR CAR RETAIL to the Customer if this can optimise the cost of transportation for the Customer. If the Customer accepts such a suggestion by ECR CAR RETAIL, the Customer agrees that (1) ECR CAR RETAIL may enter into an agreement on behalf of the Customer with the logistics service provider to arrange for transportation to the address specified by the Customer and that (2) all costs and risks associated with the inspection and transportation of the vehicles shall be borne by Customer. It is the Customer's responsibility to take out appropriate insurance to cover transport risks. ECR CAR RETAIL shall not be liable for any loss or damage during transport by the logistics service provider, even if it was suggested by ECR CAR RETAIL.
4.6. The risk of loss, damage or depreciation of the goods passes to the Customer when ECR CAR RETAIL has notified the Customer that the goods are available for collection. The Customer shall provide adequate insurance to cover all risks of damage, theft and loss. The Customer accepts that vehicles are not necessarily stored under cover.
4.7. If the Customer (1) fails to collect the goods or any part thereof within 10 working days after payment of the invoice in accordance with Article 3.4 of these General Terms and Conditions, (2) fails to make full payment no later than the due date of the invoice in accordance with Article 3.4 of these General Terms and Conditions and/or (3) notifies ECR CAR RETAIL in writing that he will not pay and collect the goods, ECR CAR RETAIL shall have the right to terminate the agreement with the Customer in whole or in part in writing at the Customer's expense. In the event of termination in accordance with this provision, ECR CAR RETAIL shall be entitled to compensation of 20% of the price of the goods to which the termination relates, without prejudice to ECR CAR RETAIL's right to claim a higher amount if the damage suffered is more than 20% of the price of the goods. ECR CAR RETAIL shall have the right to set off such amount by withholding the Advance Payment. Unless and until ECR CAR RETAIL exercises its right to terminate the agreement, the Customer shall not be relieved of its obligation to collect the vehicles. In case of loss or damage of the vehicles, the Customer shall pay ECR CAR RETAIL the agreed price of the lost or damaged vehicle.
4.8. By way of security for the payment of past and present claims which ECR CAR RETAIL has, or may have, against the Customer, ECR CAR RETAIL may exercise a right of retention and ECR CAR RETAIL is granted a lien on all of Customer's goods that ECR CAR RETAIL possesses or will acquire and on all goods that ECR CAR RETAIL owes to Customer.
5.1. The Customer is a professional buyer. ECR CAR RETAIL is not liable for any hidden or visible defects. The Customer and ECR CAR RETAIL disclaim any legal or other presumptions that ECR CAR RETAIL knew of hidden defects until proven otherwise. The warranty applicable to the goods ordered by the Customer is the manufacturer's warranty applicable in the country where the goods were purchased by ECR CAR RETAIL. The Customer accepts the product warranty applicable to the goods. The warranty offered by the manufacturer of the product may not be valid in all jurisdictions. The Customer shall address warranty requests directly to the manufacturer of the goods or the local dealer network. In any case, the Customer and third parties shall not claim ECR CAR RETAIL warranty beyond the warranty offered by the manufacturer. The goods are sold according to the manufacturer's specifications. ECR CAR RETAIL shall not be liable for the accuracy or completeness of such specifications.
5.2. ECR CAR RETAIL shall provide the Customer with the documents and certificates. The Customer shall verify, or have verified, that all documents have been provided. If the subsequent sale of the goods by the Customer requires legal approval or the express consent of the manufacturer in the country where the Customer sells or wishes to sell the goods, the Customer shall be solely responsible for obtaining such approval or consent. Permission to market a product purchased from ECR CAR RETAIL in a particular country is neither implied nor assumed. ECR CAR RETAIL will provide an edited copy of the invoice from its supplier of the products to the Customer if a court or a governmental authority so orders.
6.1. ECR CAR RETAIL shall not be liable for any indirect damages, including, but not limited to, consequential damages, trading losses, loss with respect to alternative/replacement transportation, rental or lease costs, damage to third-party goods, loss of profits, damage caused by delay and personal or immaterial damages, such as damage to reputation.
6.2. ECR CAR RETAIL shall not be liable for direct damage. If a limitation of liability for direct damages is excluded by law, ECR CAR RETAIL's liability shall in any case be limited to 10% of the net price of the Customer's order or 10,000 EUR, whichever is greater.
6.3. The Customer shall safeguard and indemnify ECR CAR RETAIL against any claim by a third party relating to the goods supplied by ECR CAR RETAIL to the Customer, including warranty claims from Customer's customers.
7.1. ECR CAR RETAIL shall not be obliged to perform its obligations if and insofar as it is prevented from doing so by circumstances beyond ECR CAR RETAIL's control (force majeure). Such circumstances include, without limitation, fires, explosions, natural disasters and extreme weather conditions, such as floods, snowstorms and earthquakes, armed conflicts and terrorism, riots, strikes and lockouts, relevant changes in applicable law or fiscal policy, cancellation of orders by vehicle manufacturers, prohibition measures, the bankruptcy of ECR CAR RETAIL's suppliers and the refusal to supply by ECR CAR RETAIL's suppliers. If ECR CAR RETAIL has already partially fulfilled its obligations under the agreement with the Customer when a force majeure situation prevents it from fulfilling its further obligations or if the force majeure situation only partially affects the Customer's order, ECR CAR RETAIL shall carry out the order to the extent possible. If this is the case, the Customer shall be obliged to pay for, and collect, the vehicles made available in accordance with Article 4 of these General Terms and Conditions.
7.2. If, after accepting the order, ECR CAR RETAIL is faced with a change in circumstances beyond its control (including, but not limited to, the circumstances mentioned in Article 7.1 of these General Terms and Conditions) which affects the selling price of the goods ordered by the Customer or affects the delivery time, ECR CAR RETAIL may contact the Customer to offer an amended price for the products affected by such circumstances and/or, without prejudice to Article 4.2 of these General Terms and Conditions, by changed delivery times. If the Customer does not accept the new price or delivery terms offered by ECR CAR RETAIL under this provision, ECR CAR RETAIL and the Customer shall have the right to terminate the agreement without compensation by giving written notice insofar as it relates to the goods affected by the change in circumstances.
8.1. ECR CAR RETAIL is entitled to terminate all or part of this agreement if the Customer files for bankruptcy, seeks protection from creditors (e.g. judicial reorganisation), if the Customer is dissolved or if a material part of the Customer's assets are seized, or if ECR CAR RETAIL has reasonable grounds for believing that the Customer will be unable to pay for the order. In this case, ECR CAR RETAIL's claims against the Customer shall become immediately due and payable.
8.2. ECR CAR RETAIL collects information from its customers, including the Customer, for the purpose of processing customer orders, maintaining records, and to occasionally inform customers of promotions and commercial information relating to ECR CAR RETAIL and related businesses. The information collected from Customers may include personal information, such as e-mail addresses and other contact details of the Customer's employees and directors. The Customer consents to this information being processed for these purposes. Upon the Customer's request, ECR CAR RETAIL will provide access to the personal information collected relating to Customer's managers or employees and correct such information if necessary. ECR CAR RETAIL will take reasonable precautions to protect the information collected from Customers in line with the legal framework of the GDPR legislation. Further information can be found on the website www.ecrb.be.
8.3. The Customer is aware that ECR CAR RETAIL is a dealer that relies on external suppliers and market conditions for deliveries to its customers. ECR CAR RETAIL does not exercise control over production schedules or its suppliers. The Customer accepts that Articles 2.1, 4.2, 5, 6 and 7 of these General Terms and Conditions form an essential part of the agreement with ECR CAR RETAIL.
8.4. If any provision of these General Terms and Conditions is found by any court of competent jurisdiction to be invalid or unenforceable, that provision shall be replaced by a provision which shall have an effect equivalent to that permitted by law. The remaining provisions shall continue to apply in full.
8.5. These General Conditions, as well as any other or additional agreements agreed upon between ECR CAR RETAIL and the Customer, are governed by Belgian law. The parties rule out the application of the United Nations Convention on Contracts for the International Sale of Goods. With the exception of ECR CAR RETAIL's right to seek injunctive or prohibitory relief in other courts to safeguard its rights, all disputes relating to these General Terms and Conditions and any other or additional agreement entered into by ECR CAR RETAIL and the Customer shall be subject to the exclusive jurisdiction of the Antwerp Commercial Tribunal, Antwerp Division.