General conditions
Autospa Lapaire BV
Oostervelsingel 7
7558PJ Hengelo
Chamber of Commerce registration number: 85469912
Article 1: Applicability, definitions
1. These general terms and conditions shall apply to every offer and to every agreement of assignment to perform/advising on polishing, cleaning or other work on cars and to all possible agreements of purchase and sale of goods of Autospa Lapaire BV, established in Hengelo, hereinafter to be referred to as "Lapaire".
2. The client and buyer, respectively, shall be further referred to as "the other party".
3. Various provisions in these general terms and conditions refer to a natural person acting outside his business or professional activity. In these provisions, the other party is referred to as "the consumer".
4. "Offer" shall mean any offer made by Lapaire, whether or not in the form of a written quotation.
5. "In writing" shall mean by letter, e-mail, fax or any other means of communication that can be equated with this in view of the state of the art and socially accepted standards, such as WhatsApp and Facebook Messenger.
6. "Items" shall mean: cleaning agents and related supplies to be used - and possibly to be supplied separately - by Lapaire in the work.
7. The possible inapplicability of a (part of a) provision of these general terms and conditions does not affect the applicability of the remaining provisions.
8. In the event of a discrepancy or conflict between these general terms and conditions and a translation thereof, the Dutch text shall prevail.
9. These general conditions also apply to follow-up or partial orders, follow-up or partial orders resulting from the agreement.
2. The client and buyer, respectively, shall be further referred to as "the other party".
3. Various provisions in these general terms and conditions refer to a natural person acting outside his business or professional activity. In these provisions, the other party is referred to as "the consumer".
4. "Offer" shall mean any offer made by Lapaire, whether or not in the form of a written quotation.
5. "In writing" shall mean by letter, e-mail, fax or any other means of communication that can be equated with this in view of the state of the art and socially accepted standards, such as WhatsApp and Facebook Messenger.
6. "Items" shall mean: cleaning agents and related supplies to be used - and possibly to be supplied separately - by Lapaire in the work.
7. The possible inapplicability of a (part of a) provision of these general terms and conditions does not affect the applicability of the remaining provisions.
8. In the event of a discrepancy or conflict between these general terms and conditions and a translation thereof, the Dutch text shall prevail.
9. These general conditions also apply to follow-up or partial orders, follow-up or partial orders resulting from the agreement.
Article 2: Offer
1. Unless a period of validity is stated in/next to an offer, this is an offer without obligation. Lapaire may revoke this offer at the latest within 2 working days after receipt of the acceptance.
2. A compound offer does not oblige Lapaire to supply part of the performance/items offered at a corresponding part of the price or rate.
3. If the offer is based on information provided by the other party and this information proves to be incorrect/incomplete or subsequently changes, Lapaire may adjust the stated prices, rates and/or delivery or completion dates.
4. The offer, prices and/or rates do not automatically apply to new orders or repeat orders.
5. Displayed and/or provided samples of goods to be used/delivered, statements of expected/possible results and other descriptions in brochures, promotional material and/or on a Lapaire website are as accurate as possible, but are for indicative purposes only. The other party cannot derive any rights from these.
2. A compound offer does not oblige Lapaire to supply part of the performance/items offered at a corresponding part of the price or rate.
3. If the offer is based on information provided by the other party and this information proves to be incorrect/incomplete or subsequently changes, Lapaire may adjust the stated prices, rates and/or delivery or completion dates.
4. The offer, prices and/or rates do not automatically apply to new orders or repeat orders.
5. Displayed and/or provided samples of goods to be used/delivered, statements of expected/possible results and other descriptions in brochures, promotional material and/or on a Lapaire website are as accurate as possible, but are for indicative purposes only. The other party cannot derive any rights from these.
Article 3: Formation of agreements.
1. The agreement is concluded after the other party has accepted Lapaire's offer - whether or not by signing a form provided by Lapaire for that purpose - even if this acceptance differs from this offer on minor points. However, if this acceptance differs on essential points, the agreement will only be concluded after Lapaire has agreed to these differences in writing.
2. Lapaire is only bound to:
a. an assignment or order without a prior offer;
b. verbal agreements;
c. additions or amendments to the general terms and conditions or agreement;
after written confirmation of this to the other party or as soon as Lapaire - without objection from the other party - has begun executing the assignment, order or arrangements.
a. an assignment or order without a prior offer;
b. verbal agreements;
c. additions or amendments to the general terms and conditions or agreement;
after written confirmation of this to the other party or as soon as Lapaire - without objection from the other party - has begun executing the assignment, order or arrangements.
Article 4: Compensation, prices, rates
1. Unless the parties agree on an hourly rate, Lapaire shall perform the agreed performance for a fixed fee.
2. Lapaire may increase this fixed fee if during the execution of the agreement it appears that the agreed/expected amount of work was not properly estimated, this error in estimate is not attributable to Lapaire and it cannot reasonably be required to perform the work at the agreed fee.
3. If the parties agree on an hourly rate, Lapaire shall calculate the fee on the basis of the number of hours spent applying this hourly rate. In case of disputes regarding the number of hours spent/charged, Lapaire's timesheets will be binding, subject to evidence to the contrary from the other party.
4. The hourly rates apply to normal working days which are defined as: Monday through Friday (excluding recognized national holidays) from 9 a.m. to 6 p.m.
5. For urgent assignments or if the work takes place outside normal working days at the request of the other party, Lapaire may charge a surcharge over the hourly rate.
6. The prices and rates stated in an offer, price or rate list are exclusive of VAT and any costs, such as - if applicable - shipping or transport costs, administration costs and invoices from third parties engaged.
7. a. If (cost) price increasing circumstances occur for Lapaire between the conclusion and the execution of the agreement due to changes in laws and regulations, government measures, currency fluctuations or changes in the prices of required items, Lapaire may increase the agreed prices and rates accordingly and charge them to the other party.
b. In case of price or rate increases within 3 months of the conclusion of the agreement, the consumer may annul the agreement by means of a written statement. Unless the consumer indicates within 14 days of notification of the price or rate change that he wishes to exercise his right of dissolution, Lapaire may assume that the consumer has agreed to this change.
2. Lapaire may increase this fixed fee if during the execution of the agreement it appears that the agreed/expected amount of work was not properly estimated, this error in estimate is not attributable to Lapaire and it cannot reasonably be required to perform the work at the agreed fee.
3. If the parties agree on an hourly rate, Lapaire shall calculate the fee on the basis of the number of hours spent applying this hourly rate. In case of disputes regarding the number of hours spent/charged, Lapaire's timesheets will be binding, subject to evidence to the contrary from the other party.
4. The hourly rates apply to normal working days which are defined as: Monday through Friday (excluding recognized national holidays) from 9 a.m. to 6 p.m.
5. For urgent assignments or if the work takes place outside normal working days at the request of the other party, Lapaire may charge a surcharge over the hourly rate.
6. The prices and rates stated in an offer, price or rate list are exclusive of VAT and any costs, such as - if applicable - shipping or transport costs, administration costs and invoices from third parties engaged.
7. a. If (cost) price increasing circumstances occur for Lapaire between the conclusion and the execution of the agreement due to changes in laws and regulations, government measures, currency fluctuations or changes in the prices of required items, Lapaire may increase the agreed prices and rates accordingly and charge them to the other party.
b. In case of price or rate increases within 3 months of the conclusion of the agreement, the consumer may annul the agreement by means of a written statement. Unless the consumer indicates within 14 days of notification of the price or rate change that he wishes to exercise his right of dissolution, Lapaire may assume that the consumer has agreed to this change.
Article 5: Engagement of third parties
If Lapaire deems it necessary, it may have work and deliveries performed by third parties.
Article 6: Obligations of the other party
1. The other party shall ensure that:
a. he makes all information necessary for the execution of the agreement available to Lapaire in due time and in the manner desired by Lapaire;
b. he makes the car available to Lapaire in a timely manner;
c. the car is properly locked if the work will be done on the outside of the car;
d. he delivers the car empty and no property - valuable or otherwise - is left unattended in the car;
e. the car is free of technical defects on delivery, there is no question of any maintenance to be carried out, etc. If Lapaire finds that these conditions have not been met, it may refuse to carry out the order given or suspend the execution of the order until the other party has had such defects/maintenance repaired/carried out;
f. Lapaire may have at its disposal free of charge the connection facilities for electricity and water desired by it, a compressor and all other facilities reasonably desired by Lapaire if the work is to be performed at the other party's location.
2. The other party shall ensure that the information provided is correct and complete and shall indemnify Lapaire against third party claims arising from the incorrectness and/or incompleteness of this information.
3. Lapaire shall treat the information provided by the other party as confidential and shall provide it to third parties only insofar as this is necessary for the execution of the agreement.If the information relates to personal data within the meaning of the General Data Protection Regulation, the user shall process the information in accordance with this Regulation and shall also report any breaches of the security of the information in accordance with this Regulation.
4. If the other party does not (timely) fulfil the aforementioned obligations - as in the situation described in paragraph 1 under e - Lapaire may suspend the execution of the agreement until the other party has fulfilled its obligations. The costs and other consequences resulting from this shall be at the expense and risk of the other party.
5. If the other party fails to fulfill its obligations, and Lapaire does not immediately demand fulfillment, this shall not affect Lapaire's right to still demand fulfillment later.
a. he makes all information necessary for the execution of the agreement available to Lapaire in due time and in the manner desired by Lapaire;
b. he makes the car available to Lapaire in a timely manner;
c. the car is properly locked if the work will be done on the outside of the car;
d. he delivers the car empty and no property - valuable or otherwise - is left unattended in the car;
e. the car is free of technical defects on delivery, there is no question of any maintenance to be carried out, etc. If Lapaire finds that these conditions have not been met, it may refuse to carry out the order given or suspend the execution of the order until the other party has had such defects/maintenance repaired/carried out;
f. Lapaire may have at its disposal free of charge the connection facilities for electricity and water desired by it, a compressor and all other facilities reasonably desired by Lapaire if the work is to be performed at the other party's location.
2. The other party shall ensure that the information provided is correct and complete and shall indemnify Lapaire against third party claims arising from the incorrectness and/or incompleteness of this information.
3. Lapaire shall treat the information provided by the other party as confidential and shall provide it to third parties only insofar as this is necessary for the execution of the agreement.If the information relates to personal data within the meaning of the General Data Protection Regulation, the user shall process the information in accordance with this Regulation and shall also report any breaches of the security of the information in accordance with this Regulation.
4. If the other party does not (timely) fulfil the aforementioned obligations - as in the situation described in paragraph 1 under e - Lapaire may suspend the execution of the agreement until the other party has fulfilled its obligations. The costs and other consequences resulting from this shall be at the expense and risk of the other party.
5. If the other party fails to fulfill its obligations, and Lapaire does not immediately demand fulfillment, this shall not affect Lapaire's right to still demand fulfillment later.
Article 7: Cleaning agents and treatment methods.
1. Unless the parties agree otherwise, Lapaire shall be free in its choice of the items and treatment methods required for the performance of the work.
2. If Lapaire uses or applies specific items and/or treatment methods at the request of the other party, where it does not know what effect these items or methods will have on the car or parts thereof or which it expressly advises against - for example, cleaning work on certain engine blocks - Lapaire shall inform the other party of this. Lapaire shall always proceed as carefully and cautiously as possible, but if the other party nevertheless wishes/desires the use of these specific items or methods, Lapaire shall not be liable for the consequences of such use and the damage resulting therefrom.
3. Lapaire may refuse the use of (chemical) items and/or treatment methods which, in its opinion, are harmful or pose a danger to itself/his personnel. Where appropriate, Lapaire will consult with the other party about alternative items, aids or treatment methods.
2. If Lapaire uses or applies specific items and/or treatment methods at the request of the other party, where it does not know what effect these items or methods will have on the car or parts thereof or which it expressly advises against - for example, cleaning work on certain engine blocks - Lapaire shall inform the other party of this. Lapaire shall always proceed as carefully and cautiously as possible, but if the other party nevertheless wishes/desires the use of these specific items or methods, Lapaire shall not be liable for the consequences of such use and the damage resulting therefrom.
3. Lapaire may refuse the use of (chemical) items and/or treatment methods which, in its opinion, are harmful or pose a danger to itself/his personnel. Where appropriate, Lapaire will consult with the other party about alternative items, aids or treatment methods.
Article 8: Deadlines, execution and progress of the agreement
1. Lapaire shall make every effort to realize the agreed work and deliveries within the time agreed and planned for this purpose, in so far as this may reasonably be required of it. Agreed terms, however, are never deadlines. If Lapaire does not fulfil its obligations (on time), the other party must give it notice of default in writing, granting it a reasonable period of time to still fulfil them.
2. If the start, progress or completion of the work or the agreed delivery of items is delayed because:
a. Lapaire has not received all necessary information or the car from the other party in a timely manner;
b. Lapaire has not received any agreed (advance) payment from the other party in a timely manner;
c. there are other circumstances that are for the account and risk of the other party;
Lapaire shall be entitled to a reasonable extension of the (delivery) period and to compensation for the costs and damages involved, such as any waiting time.
3. If the agreement is executed in phases, Lapaire may suspend the execution of the parts belonging to a subsequent phase until the other party has approved the results of the preceding phase. The resulting costs and damages shall be for the account of the other party. Lapaire may invoice each phase separately.
4. The risk for the items to be delivered will pass to the other party at the moment they leave Lapaire's premises, warehouse or store or Lapaire has informed the other party that the items can be collected.
5. Dispatch or transport of the goods as well as the collection/return of the car by Lapaire on which the work must take place shall take place at the expense and risk of the other party and in a manner to be determined by Lapaire. Lapaire shall not be liable for damage of any nature whatsoever related to the shipment/transportation of goods to be delivered or the collection/return of the car by Lapaire.
6. Unless the parties agree on a different period, a maximum period of 30 days after the conclusion of the agreement shall apply for delivery to the consumer. The risk passes to the consumer at the moment the goods are actually available to him/her/a third party designated by him/her (other than the carrier). If the consumer himself designates the carrier (other than a carrier proposed by Lapaire), the risk passes to him upon receipt of the items by this carrier. Dispatch or transport is at the expense of the consumer.
7. If, due to a cause within the sphere of risk of the other party, it proves impossible to deliver the agreed performance or goods (in the agreed manner) to the other party or they are not collected, Lapaire may store these goods and/or the goods specially acquired for the execution of the agreement at the expense and risk of the other party. The other party shall then enable Lapaire within a reasonable period set by Lapaire to still deliver the performance or the items or still collect these items.
8. If the other party fails to fulfill its obligations after the aforesaid reasonable period, it shall be immediately in default. Lapaire may then rescind the agreement in whole or in part with immediate effect by written notice and sell the goods to third parties without being liable for compensation for damages, costs and interest. This shall not affect the obligation of the other party to reimburse any (storage) costs, damages and loss of profits incurred by Lapaire and/or Lapaire's right to still claim performance.
9. Lapaire shall draw the other party's attention to imperfections, errors, defects, etc. in the information provided by or on behalf of the other party:
a. prescribed practices, treatment methods, etc.;
b. directions given;
c. items provided or prescribed;
insofar as these imperfections, errors, defects, etc. are relevant to Lapaire's performance and it is or could be aware of them.
10. Lapaire shall inform the other party of the consequences for agreed prices, rates and deadlines:
a. for changes in the agreed work desired by the other party;
b. if during the execution of the order it appears that it cannot be executed in the agreed manner due to unforeseen circumstances. In this case Lapaire shall first consult with the other party about the modified execution. If execution has become impossible, Lapaire shall in any case be entitled to full compensation for the work already performed and deliveries already made.
11. Unless the parties agree otherwise, additional and less work must be agreed in writing between Lapaire and the other party. Additional work is understood to mean all additional work and deliveries requested by the other party or necessarily arising from the work and not included in the offer or order. Lapaire may charge the costs involved in this separately to the other party.
2. If the start, progress or completion of the work or the agreed delivery of items is delayed because:
a. Lapaire has not received all necessary information or the car from the other party in a timely manner;
b. Lapaire has not received any agreed (advance) payment from the other party in a timely manner;
c. there are other circumstances that are for the account and risk of the other party;
Lapaire shall be entitled to a reasonable extension of the (delivery) period and to compensation for the costs and damages involved, such as any waiting time.
3. If the agreement is executed in phases, Lapaire may suspend the execution of the parts belonging to a subsequent phase until the other party has approved the results of the preceding phase. The resulting costs and damages shall be for the account of the other party. Lapaire may invoice each phase separately.
4. The risk for the items to be delivered will pass to the other party at the moment they leave Lapaire's premises, warehouse or store or Lapaire has informed the other party that the items can be collected.
5. Dispatch or transport of the goods as well as the collection/return of the car by Lapaire on which the work must take place shall take place at the expense and risk of the other party and in a manner to be determined by Lapaire. Lapaire shall not be liable for damage of any nature whatsoever related to the shipment/transportation of goods to be delivered or the collection/return of the car by Lapaire.
6. Unless the parties agree on a different period, a maximum period of 30 days after the conclusion of the agreement shall apply for delivery to the consumer. The risk passes to the consumer at the moment the goods are actually available to him/her/a third party designated by him/her (other than the carrier). If the consumer himself designates the carrier (other than a carrier proposed by Lapaire), the risk passes to him upon receipt of the items by this carrier. Dispatch or transport is at the expense of the consumer.
7. If, due to a cause within the sphere of risk of the other party, it proves impossible to deliver the agreed performance or goods (in the agreed manner) to the other party or they are not collected, Lapaire may store these goods and/or the goods specially acquired for the execution of the agreement at the expense and risk of the other party. The other party shall then enable Lapaire within a reasonable period set by Lapaire to still deliver the performance or the items or still collect these items.
8. If the other party fails to fulfill its obligations after the aforesaid reasonable period, it shall be immediately in default. Lapaire may then rescind the agreement in whole or in part with immediate effect by written notice and sell the goods to third parties without being liable for compensation for damages, costs and interest. This shall not affect the obligation of the other party to reimburse any (storage) costs, damages and loss of profits incurred by Lapaire and/or Lapaire's right to still claim performance.
9. Lapaire shall draw the other party's attention to imperfections, errors, defects, etc. in the information provided by or on behalf of the other party:
a. prescribed practices, treatment methods, etc.;
b. directions given;
c. items provided or prescribed;
insofar as these imperfections, errors, defects, etc. are relevant to Lapaire's performance and it is or could be aware of them.
10. Lapaire shall inform the other party of the consequences for agreed prices, rates and deadlines:
a. for changes in the agreed work desired by the other party;
b. if during the execution of the order it appears that it cannot be executed in the agreed manner due to unforeseen circumstances. In this case Lapaire shall first consult with the other party about the modified execution. If execution has become impossible, Lapaire shall in any case be entitled to full compensation for the work already performed and deliveries already made.
11. Unless the parties agree otherwise, additional and less work must be agreed in writing between Lapaire and the other party. Additional work is understood to mean all additional work and deliveries requested by the other party or necessarily arising from the work and not included in the offer or order. Lapaire may charge the costs involved in this separately to the other party.
Article 9: Completion, approval of the work
1. Unless the parties agree otherwise, Lapaire shall inform the other party at the time the agreed work is completed and the car is again ready for use.
2. The work is delivered in accordance with the agreement, at the moment the other party has inspected the vehicle and signed the delivery statement or work order for approval.
3. The work shall also be deemed approved - for example, in the absence of a completion statement/work order - if, after the notification referred to in paragraph 1, the other party takes possession of the keys to the car and puts the car into operation.
4. If the other party discovers defects, imperfections, etc. after delivery, the provisions of the complaint article shall apply.
2. The work is delivered in accordance with the agreement, at the moment the other party has inspected the vehicle and signed the delivery statement or work order for approval.
3. The work shall also be deemed approved - for example, in the absence of a completion statement/work order - if, after the notification referred to in paragraph 1, the other party takes possession of the keys to the car and puts the car into operation.
4. If the other party discovers defects, imperfections, etc. after delivery, the provisions of the complaint article shall apply.
Article 10: Complaints
1. The other party shall check the items delivered immediately upon receipt and note any visible defects, damage, discrepancies in numbers, types, etc. on the consignment bill or accompanying receipt or, failing this, report these in writing to Lapaire within 2 working days. Upon collection, the other party shall report such defects immediately. If such complaints are not reported in time, the items shall be deemed to have been received in good condition and to comply with the agreement.
2. Other complaints about the delivered goods the other party shall report in writing to Lapaire immediately after discovery - but at the latest within any agreed/applicable guarantee period. All consequences of not immediately reporting are at the risk of the other party.
3. The other party shall report complaints about the work performed to Lapaire immediately after discovery - but at the latest within 1 working day after completion of the work - followed by a written confirmation thereof. All consequences of failure to report immediately shall be at the risk of the other party. If such complaints are not timely reported, the work shall be deemed to have been performed in accordance with the agreement.
4. In the absence of a timely complaint, there is no recourse to an agreed warranty.
5. Complaints do not suspend the other party's payment obligation.
6. The previous paragraph does not apply to consumers.
7. The other party shall enable Lapaire to investigate the complaint and shall provide all relevant information for this purpose. If the investigation requires the return of delivered goods or the provision of the car or Lapaire must investigate the complaint on site, this will be done at the expense of the other party, unless the complaint turns out to be well-founded afterwards. The transportation risk is always for the other party.
8. Return of delivered items will take place in a manner to be determined by Lapaire and in the original packaging.
9. No complaints are possible about:
a. items that have changed in nature and/or composition or have been fully or partially processed after receipt by the other party;
b. a car on which cleaning or (repair) work has been carried out after return by/on behalf of the other party.
2. Other complaints about the delivered goods the other party shall report in writing to Lapaire immediately after discovery - but at the latest within any agreed/applicable guarantee period. All consequences of not immediately reporting are at the risk of the other party.
3. The other party shall report complaints about the work performed to Lapaire immediately after discovery - but at the latest within 1 working day after completion of the work - followed by a written confirmation thereof. All consequences of failure to report immediately shall be at the risk of the other party. If such complaints are not timely reported, the work shall be deemed to have been performed in accordance with the agreement.
4. In the absence of a timely complaint, there is no recourse to an agreed warranty.
5. Complaints do not suspend the other party's payment obligation.
6. The previous paragraph does not apply to consumers.
7. The other party shall enable Lapaire to investigate the complaint and shall provide all relevant information for this purpose. If the investigation requires the return of delivered goods or the provision of the car or Lapaire must investigate the complaint on site, this will be done at the expense of the other party, unless the complaint turns out to be well-founded afterwards. The transportation risk is always for the other party.
8. Return of delivered items will take place in a manner to be determined by Lapaire and in the original packaging.
9. No complaints are possible about:
a. items that have changed in nature and/or composition or have been fully or partially processed after receipt by the other party;
b. a car on which cleaning or (repair) work has been carried out after return by/on behalf of the other party.
Article 11: Warranties
1. Lapaire shall perform the agreed work and deliveries properly and in accordance with the standards applicable in its line of business, but shall never provide a more extensive guarantee than as expressly agreed.
2. Lapaire shall guarantee the usual quality and soundness of what has been delivered during any warranty period.
3. In using the items required for the execution of the agreement, Lapaire shall rely on the information provided by the manufacturer or supplier regarding their properties. If a guarantee has been issued by the manufacturer or supplier for required or delivered items, that guarantee shall apply between the parties in the same manner. Lapaire will inform the other party about this.
4. If the purpose for which the other party wishes to process or use ordered items differs from the usual purpose, Lapaire shall only guarantee that the items are suitable for this purpose if it has confirmed this to the other party in writing.
5. No appeal to a given guarantee is possible as long as the other party has not yet paid the fee/price agreed upon for the work/business.
6. The previous paragraph does not apply to consumers.
7. In case of a justified appeal to the guarantee Lapaire will - at its discretion - provide repair or replacement of the items free of charge, the proper performance of the agreed work or repayment of or a discount on the agreed price or fee. If there is additional damage, the provisions of the liability article shall apply.
8. The consumer may always opt for repair or replacement of the items free of charge or for the proper performance of the agreed work, unless this cannot reasonably be required of Lapaire. In the latter case, the consumer may rescind the agreement by written statement or demand a discount on the agreed price or fee.
2. Lapaire shall guarantee the usual quality and soundness of what has been delivered during any warranty period.
3. In using the items required for the execution of the agreement, Lapaire shall rely on the information provided by the manufacturer or supplier regarding their properties. If a guarantee has been issued by the manufacturer or supplier for required or delivered items, that guarantee shall apply between the parties in the same manner. Lapaire will inform the other party about this.
4. If the purpose for which the other party wishes to process or use ordered items differs from the usual purpose, Lapaire shall only guarantee that the items are suitable for this purpose if it has confirmed this to the other party in writing.
5. No appeal to a given guarantee is possible as long as the other party has not yet paid the fee/price agreed upon for the work/business.
6. The previous paragraph does not apply to consumers.
7. In case of a justified appeal to the guarantee Lapaire will - at its discretion - provide repair or replacement of the items free of charge, the proper performance of the agreed work or repayment of or a discount on the agreed price or fee. If there is additional damage, the provisions of the liability article shall apply.
8. The consumer may always opt for repair or replacement of the items free of charge or for the proper performance of the agreed work, unless this cannot reasonably be required of Lapaire. In the latter case, the consumer may rescind the agreement by written statement or demand a discount on the agreed price or fee.
Article 12: Liability
1. Beyond the results or quality requirements explicitly agreed upon or guaranteed by Lapaire,Lapaire accepts no liability whatsoever.
2. Lapaire shall only be liable for direct damage. Any liability for consequential damages, such as trading losses, loss of profits and/or losses suffered, damages for delay and/or personal or bodily injury, is expressly excluded.
3. The other party shall take all necessary measures to prevent or limit the damage.
4. If Lapaire is liable, the obligation to pay damages shall always be limited to a maximum of the amount paid by its insurer in the case in question. If the insurer does not pay out or the loss is not covered by any insurance taken out by Lapaire, the obligation to pay compensation will be limited to a maximum of the invoice amount for the work performed and/or the items delivered.
5. At the latest within 6 months after he has become aware or could have become aware of the damage suffered by him, the other party must claim Lapaire for this.
6. Notwithstanding the previous paragraph, a period of 1 year applies to the consumer.
7. Lapaire shall never be liable for technical damage resulting from the work. This applies in particular to damages resulting from technical defects/lack of maintenance as meant in article 6 paragraph 1 sub e. Lapaire explicitly points out in this respect that the other party cannot and may not assume that Lapaire will point out such defects/lack of maintenance, since such defects/lack of maintenance need not be known to Lapaire (in advance).
8. Lapaire shall not be liable for loss, damage etc. of property - valuable or otherwise - left behind in the car if the other party does not place the car at Lapaire's disposal empty before the commencement of the work.
9. Lapaire shall not be liable - and the other party may not invoke the applicable warranty - if the damage is caused by:
a. inexpert use, use contrary to the purpose of the goods delivered or use contrary to the instructions, advice, directions for use, manuals etc. provided by/on behalf of Lapaire;
b. improper(er) custody (storage) of the delivered items;
c. errors, incompleteness, defects, etc. in the information provided to Lapaire by or on behalf of the other party;
d. directions or instructions from/on behalf of the other party;
e. or as a result of a choice made by the other party that differs from what Lapaire advised and/or is customary;
f. or because repair, cleaning or other (repair) work or processing has been carried out on the car by/on behalf of the other party after delivery or completion, without Lapaire's express prior consent.
10. The other party shall, in the cases enumerated in the preceding paragraph, be fully liable for any damage arising therefrom and shall indemnify Lapaire against any third-party claims.
11. The limitations of liability included in this article shall not apply if the loss is due to intent and/or conscious recklessness on the part of Lapaire or the executive staff at board level or if mandatory statutory provisions oppose it. Only in these cases shall Lapaire indemnify the other party against any third party claims.
2. Lapaire shall only be liable for direct damage. Any liability for consequential damages, such as trading losses, loss of profits and/or losses suffered, damages for delay and/or personal or bodily injury, is expressly excluded.
3. The other party shall take all necessary measures to prevent or limit the damage.
4. If Lapaire is liable, the obligation to pay damages shall always be limited to a maximum of the amount paid by its insurer in the case in question. If the insurer does not pay out or the loss is not covered by any insurance taken out by Lapaire, the obligation to pay compensation will be limited to a maximum of the invoice amount for the work performed and/or the items delivered.
5. At the latest within 6 months after he has become aware or could have become aware of the damage suffered by him, the other party must claim Lapaire for this.
6. Notwithstanding the previous paragraph, a period of 1 year applies to the consumer.
7. Lapaire shall never be liable for technical damage resulting from the work. This applies in particular to damages resulting from technical defects/lack of maintenance as meant in article 6 paragraph 1 sub e. Lapaire explicitly points out in this respect that the other party cannot and may not assume that Lapaire will point out such defects/lack of maintenance, since such defects/lack of maintenance need not be known to Lapaire (in advance).
8. Lapaire shall not be liable for loss, damage etc. of property - valuable or otherwise - left behind in the car if the other party does not place the car at Lapaire's disposal empty before the commencement of the work.
9. Lapaire shall not be liable - and the other party may not invoke the applicable warranty - if the damage is caused by:
a. inexpert use, use contrary to the purpose of the goods delivered or use contrary to the instructions, advice, directions for use, manuals etc. provided by/on behalf of Lapaire;
b. improper(er) custody (storage) of the delivered items;
c. errors, incompleteness, defects, etc. in the information provided to Lapaire by or on behalf of the other party;
d. directions or instructions from/on behalf of the other party;
e. or as a result of a choice made by the other party that differs from what Lapaire advised and/or is customary;
f. or because repair, cleaning or other (repair) work or processing has been carried out on the car by/on behalf of the other party after delivery or completion, without Lapaire's express prior consent.
10. The other party shall, in the cases enumerated in the preceding paragraph, be fully liable for any damage arising therefrom and shall indemnify Lapaire against any third-party claims.
11. The limitations of liability included in this article shall not apply if the loss is due to intent and/or conscious recklessness on the part of Lapaire or the executive staff at board level or if mandatory statutory provisions oppose it. Only in these cases shall Lapaire indemnify the other party against any third party claims.
Article 13: Payment
1. Lapaire may always request (partial) prepayment or other security for payment. For consumers, the requested prepayment shall not exceed 50% of the agreed price.
2. Payment must be made within a due date of 14 days from the invoice date, unless the parties have agreed on another payment method or payment period. Thereby, the correctness of an invoice is established if no objection has been made within this payment period.
3. If an invoice has not been paid in full on expiry of the term referred to in the preceding paragraph, the other party shall owe Lapaire default interest in the amount of 2% per month, to be calculated cumulatively on the principal sum. Parts of a month will be considered full months.
4. In the aforementioned situation, the consumer is subject to default interest in the amount of 6% on an annual basis, unless the legal interest rate is higher. In that case, the statutory interest rate applies.
5. If payment is still not made after a demand for payment, Lapaire may additionally charge the other party extrajudicial collection costs in the amount of 15% of the invoice amount, with a minimum of € 40.
6. Lapaire shall give the consumer at least a period of 15 days in which to make payment. If payment is again not made, the extrajudicial collection costs shall be for the consumer:
a. 15% of the amount of the principal on the first € 2,500.00 of the claim (with a minimum of € 40.00);
b. 10% of the amount of the principal on the next €2,500.00 of the claim;
c. 5% of the amount of the principal on the next €5,000.00 of the claim;
d. 1% of the amount of the principal on the next € 190,000.00 of the claim;
e. 0.5% of the excess of the principal amount.
All this with an absolute maximum of €6,775.00.
7. For calculating the extrajudicial collection costs, Lapaire may increase the principal amount of the claim after the lapse of 1 year by the default interest accrued in that year.
8. If payment is not made in full, Lapaire may terminate the agreement by written notice without further notice of default or suspend its obligations under the agreement until payment has been made or proper security has been provided for this. Lapaire shall also have the aforementioned right of suspension if, even before the other party/consumer is in default of payment, it has well-founded reasons to doubt the creditworthiness of the other party/consumer.
9. Payments received by Lapaire shall be applied first to all interest and costs due and then to the due and payable invoices that have been outstanding the longest, unless it is stated in writing at the time of payment that it relates to a later invoice.
10. The other party may not set off Lapaire's claims against any counterclaims he may have against Lapaire. This also applies if the other party applies for (provisional) suspension of payment or is declared bankrupt.
11. The previous paragraph does not apply to consumers.
2. Payment must be made within a due date of 14 days from the invoice date, unless the parties have agreed on another payment method or payment period. Thereby, the correctness of an invoice is established if no objection has been made within this payment period.
3. If an invoice has not been paid in full on expiry of the term referred to in the preceding paragraph, the other party shall owe Lapaire default interest in the amount of 2% per month, to be calculated cumulatively on the principal sum. Parts of a month will be considered full months.
4. In the aforementioned situation, the consumer is subject to default interest in the amount of 6% on an annual basis, unless the legal interest rate is higher. In that case, the statutory interest rate applies.
5. If payment is still not made after a demand for payment, Lapaire may additionally charge the other party extrajudicial collection costs in the amount of 15% of the invoice amount, with a minimum of € 40.
6. Lapaire shall give the consumer at least a period of 15 days in which to make payment. If payment is again not made, the extrajudicial collection costs shall be for the consumer:
a. 15% of the amount of the principal on the first € 2,500.00 of the claim (with a minimum of € 40.00);
b. 10% of the amount of the principal on the next €2,500.00 of the claim;
c. 5% of the amount of the principal on the next €5,000.00 of the claim;
d. 1% of the amount of the principal on the next € 190,000.00 of the claim;
e. 0.5% of the excess of the principal amount.
All this with an absolute maximum of €6,775.00.
7. For calculating the extrajudicial collection costs, Lapaire may increase the principal amount of the claim after the lapse of 1 year by the default interest accrued in that year.
8. If payment is not made in full, Lapaire may terminate the agreement by written notice without further notice of default or suspend its obligations under the agreement until payment has been made or proper security has been provided for this. Lapaire shall also have the aforementioned right of suspension if, even before the other party/consumer is in default of payment, it has well-founded reasons to doubt the creditworthiness of the other party/consumer.
9. Payments received by Lapaire shall be applied first to all interest and costs due and then to the due and payable invoices that have been outstanding the longest, unless it is stated in writing at the time of payment that it relates to a later invoice.
10. The other party may not set off Lapaire's claims against any counterclaims he may have against Lapaire. This also applies if the other party applies for (provisional) suspension of payment or is declared bankrupt.
11. The previous paragraph does not apply to consumers.
Article 14: Right of retention
1. Lapaire may suspend the return of the car(s) in its possession for the performance of the work if and during the period that the other party:
a. has not paid the cost of the work on the car(s) in full or in part (in the case of agreed advance payment/cash payment after completion);
b. has not paid (in full) the costs of previous work/other due claims arising from the contractual relationship with Lapaire.
2. Lapaire shall not be liable for any loss - of whatever nature - arising from the lien exercised.
a. has not paid the cost of the work on the car(s) in full or in part (in the case of agreed advance payment/cash payment after completion);
b. has not paid (in full) the costs of previous work/other due claims arising from the contractual relationship with Lapaire.
2. Lapaire shall not be liable for any loss - of whatever nature - arising from the lien exercised.
Article 15: Bankruptcy, disposition, etc.
1. Lapaire may terminate the agreement without further notice of default by written notice to the other party at the time the other party:
a. is declared bankrupt or filed for bankruptcy;
b. applies for (provisional) suspension of payments;
c. is affected by foreclosure;
d. is placed under guardianship or administration;
e. otherwise loses the power of disposal or legal capacity with respect to (parts of) his assets.
2. The other party shall always inform the trustee or administrator of the (contents of the) agreement and these general terms and conditions.
a. is declared bankrupt or filed for bankruptcy;
b. applies for (provisional) suspension of payments;
c. is affected by foreclosure;
d. is placed under guardianship or administration;
e. otherwise loses the power of disposal or legal capacity with respect to (parts of) his assets.
2. The other party shall always inform the trustee or administrator of the (contents of the) agreement and these general terms and conditions.
Article 16: Force majeure
1. In the event of force majeure on the part of the other party or Lapaire, the latter may terminate the agreement by a written statement to the other party or suspend the fulfillment of its obligations towards the other party for a reasonable period of time without being liable for any compensation.
2. Force majeure on the part of Lapaire shall mean a non-attributable failure on the part of Lapaire, third parties or suppliers engaged by it or other weighty reasons on its part.
3. The following circumstances shall in any case constitute force majeure for Lapaire: war, riots, mobilization, domestic and foreign riots, government measures, strikes within the Lapaire organization or threat of these etc. circumstances, disruption of the exchange rate relationships existing at the time of entering into the agreement, business interruptions due to fire, burglary, sabotage, breakdown of electricity, internet or telephone connections, natural phenomena, (natural) disasters and the like, as well as (transport) difficulties and delivery problems caused by weather conditions, road blocks, accidents, import and export impeding measures and the like.
4. If the force majeure situation occurs when the agreement has already been partially executed, the other party must fulfill its obligations to Lapaire up to that time.
2. Force majeure on the part of Lapaire shall mean a non-attributable failure on the part of Lapaire, third parties or suppliers engaged by it or other weighty reasons on its part.
3. The following circumstances shall in any case constitute force majeure for Lapaire: war, riots, mobilization, domestic and foreign riots, government measures, strikes within the Lapaire organization or threat of these etc. circumstances, disruption of the exchange rate relationships existing at the time of entering into the agreement, business interruptions due to fire, burglary, sabotage, breakdown of electricity, internet or telephone connections, natural phenomena, (natural) disasters and the like, as well as (transport) difficulties and delivery problems caused by weather conditions, road blocks, accidents, import and export impeding measures and the like.
4. If the force majeure situation occurs when the agreement has already been partially executed, the other party must fulfill its obligations to Lapaire up to that time.
Article 17: Cancellation, suspension
1. If the other party wishes to cancel an order given prior to or during execution, Lapaire may claim fixed compensation from the other party for all costs incurred and the loss suffered as a result of the cancellation, including loss of profit. At Lapaire's discretion and depending on the work and/or deliveries already carried out, this compensation shall amount to 20 to 100% of the agreed price.
2. If the other party cancels or reschedules a scheduled appointment less than 24 hours in advance, Lapaire may charge him for the time reserved for it based on the agreed/usual hourly rate.
3. The other party shall indemnify Lapaire against third party claims arising from the cancellation.
4. Lapaire may set off the compensation due against all amounts paid by the other party and any counterclaims of the other party.
5. If the order is suspended at the request of the other party, the payment for all deliveries/work/services rendered shall be immediately due and payable and Lapaire may charge them to the other party. This also applies to expenses already incurred, costs arising from the suspension and/or hours already reserved by Lapaire at the time of suspension for the period of suspension.
6. Costs incurred by Lapaire as a result of resuming the delivery(s)/work/services shall be borne by the other party. If the execution of the order cannot be resumed after the suspension, Lapaire may terminate the agreement by a written statement to the other party.
2. If the other party cancels or reschedules a scheduled appointment less than 24 hours in advance, Lapaire may charge him for the time reserved for it based on the agreed/usual hourly rate.
3. The other party shall indemnify Lapaire against third party claims arising from the cancellation.
4. Lapaire may set off the compensation due against all amounts paid by the other party and any counterclaims of the other party.
5. If the order is suspended at the request of the other party, the payment for all deliveries/work/services rendered shall be immediately due and payable and Lapaire may charge them to the other party. This also applies to expenses already incurred, costs arising from the suspension and/or hours already reserved by Lapaire at the time of suspension for the period of suspension.
6. Costs incurred by Lapaire as a result of resuming the delivery(s)/work/services shall be borne by the other party. If the execution of the order cannot be resumed after the suspension, Lapaire may terminate the agreement by a written statement to the other party.
Article 18: Applicable law, competent court
1. The agreement concluded between the parties is exclusively governed by Dutch law.
2. The applicability of the Vienna Sales Convention (CISG) is expressly excluded.
3. Any disputes shall be submitted to the competent court in Lapaire's place of business, but Lapaire always retains the right to submit the dispute to the competent court in the other party's place of business.
4. Regardless of Lapaire's choice, the consumer always retains the right to submit the dispute to the legally competent court. The consumer must make this choice known to Lapaire within one month of receiving the summons.
5. If the other party is located outside the Netherlands, Lapaire may choose to submit the dispute to the competent court in the country or state where the other party is located.
2. The applicability of the Vienna Sales Convention (CISG) is expressly excluded.
3. Any disputes shall be submitted to the competent court in Lapaire's place of business, but Lapaire always retains the right to submit the dispute to the competent court in the other party's place of business.
4. Regardless of Lapaire's choice, the consumer always retains the right to submit the dispute to the legally competent court. The consumer must make this choice known to Lapaire within one month of receiving the summons.
5. If the other party is located outside the Netherlands, Lapaire may choose to submit the dispute to the competent court in the country or state where the other party is located.
Date: February 03, 2021