General terms and conditions

General delivery conditions of Lumi Parts B.V. in Nieuwkoop, filed on 24 June 2021 with the Netherlands Chamber of Commerce KVK.

1. Definitions

1.1. "Article": means an article in these general terms and conditions.
1.2."Customer": means the natural and/or legal person, acting in the course of a profession or business to whom Lumiparts directs its offers, to whom Lumiparts supplies goods and/or sells goods and/or provides services, and their representative(s), agent(s), legal successors and/or heirs.
1.3. "Lumiparts also referred to as LP": means Lumi Parts B.V., established in (2421 LR) Nieuwkoop at the address Nijverheidsweg 2, Chamber of Commerce: 28071932.
1.4. "Agreement": means the agreement concluded between Lumiparts and the Customer with respect to the sale and/or delivery of Products.
1.5. "Force majeure": means any strange cause, as well as any circumstance which in all reasonableness should not be at the risk of Lumiparts. Delay, negligence on the part of, or failure to perform on the part of third parties called in by Lumiparts, as well as auxiliary persons, internet failures, electricity failures, failures in e-mail traffic and failures or changes in technology supplied by third parties, transport difficulties, strikes, pandemics, government measures, delays in supply, sickness of personnel, and deficiencies in auxiliary means or means of transport shall explicitly be considered as situations of force majeure.
1.6. "Product(s)": means all goods delivered to the Customer by Lumiparts pursuant to an Agreement.

2. General

2.1 These general terms and conditions apply to all offers, quotations, legal relationships and agreements that relate to the sale and/or delivery of Products and/or services by LP. By placing an order with LP, the Customer unconditionally agrees to the application of these general terms and conditions.
2.2 These general terms and conditions also apply to other agreements, including follow-up and supplementary agreements, to which LP and the Customer or their legal successor(s) are a party.
2.3 Any subsequent deviating and/or additional (oral) agreements and/or promises made by or on behalf of LP are only binding if they have been expressly agreed upon in writing.
2.4 If any provision of these General Terms and Conditions is null and void or is annulled, the other provisions of these General Terms and Conditions shall remain in full force and effect.
2.5 If the Customer consists of more than one person or legal entity, each of these persons or legal entities is jointly and severally liable to LP for the obligations arising from the Agreement.
2.6 LP is entitled to amend and/or supplement these general terms and conditions.
2.7 Without LP's written consent, the Customer is not entitled to transfer any right or obligation arising from the Agreement to third parties.
2.8 The Dutch text of these general terms and conditions prevails over any translation thereof.
2.9 The application of any terms and conditions (of purchase) used by the Customer is hereby expressly rejected.
2.10 Where these general terms and conditions refer to 'in writing', this also includes electronic communication such as e-mail, provided that this is not the case.
2.10 Where these general terms and conditions refer to "in writing", this also includes electronic communication such as email, provided that the identity of the Customer and LP and the authenticity of the communication are sufficiently established.
2.11 The Customer is free to set its own sales prices when reselling the Products delivered. LP nevertheless recommends that the Customer use the (non-binding) recommended selling prices as indicated by LP. LP reserves the right to change the (non-binding) recommended sales prices. The Customer will be informed of such change in writing. LP also reserves the right to apply (reasonable) maximum prices in case of resale of the Products.
2.12 In the event of resale of the Products by Customer, Customer is not allowed, and Customer shall refrain from using, the (product) photographs, images, article numbers, product descriptions or indications used by LP, or any other content used by LP, without LP's prior written consent. Furthermore, Customer will refrain from making any reference to LP in its (online and offline) offers to third parties.

3. Offers and proposals

3.1 All offers and/or quotations made by LP are non-binding, unless expressly stated otherwise in writing by LP. A written offer and/or quote is valid for the period stated therein and, in the absence thereof, for a period of 14 days.
3.2 Offers and/or bids made by LP do not automatically apply to subsequent orders.
3.3 All images, specifications, information on weight, dimensions and colour and other data in offers and/or bids of LP are solely indicative and may not constitute grounds for LP to pay any compensation or for the Customer to rescind or terminate the Agreement.
3.4 LP reserves the right to correct errors and/or mistakes in offers and/or quotations.
3.4 LP reserves the right to correct errors and/or mistakes in offers and/or quotations. LP does not accept liability for the consequences of errors and/or mistakes. LP cannot be held to its offer if the offer and/or quotation, or part thereof, contains a mistake or clerical error.
3.5 If an acceptance by the Customer deviates from the offer and/or quote, this shall be regarded as a new offer by the Customer and as a rejection of the entire offer of LP, even if there is only a deviation on minor points.
3.6 Third parties cannot derive any rights from information in offers, quotations, product brochures, drawings and/or price lists of LP.

4. Formation of the contract

4.1 The Agreement will be effected by written order confirmation and/or order confirmation by LP, or by LP commencing delivery of the Products.
4.2 LP has the right to withdraw its offer and/or quote within two working days after the order confirmation. In that case no Agreement will be concluded.
4.3 Every Agreement is entered into under the suspensive condition of sufficient availability of the Products concerned.
4.4 LP is entitled to execute the Agreement in stages and to supply the Products to be delivered to the Customer in partial deliveries, which partial deliveries may be invoiced separately.
4.5 To the extent that the Customer performs or makes preparations for any performance in the apparent expectation that an Agreement will be concluded or the apparent assumption that an Agreement has been concluded, the Customer does so at his own risk and expense.

5. Prices

5.1. All prices of the Products are in Euro and exclusive of VAT. All prices are exclusive of taxes, levies, as well as the costs of transport, which will be charged to the Customer separately.
5.2. In so far as LP has incurred costs in connection with the delivery of the Products to the Customer, such as transport costs, storage costs, disposal fees and other (government) charges or levies, those costs are for the Customer's account. LP is authorised to charge these costs separately to the Customer.
5.3. The prices agreed upon between LP and the Customer may be increased after the Agreement has been concluded if LP has been confronted with a price increase by its supplier for the performance of its obligations arising from the Agreement, or if other price-increasing circumstances have occurred. If the price increase amounts to more than 15% of the invoice amount for the increased Products, the Customer is entitled, in deviation from Article 9.1 but without prejudice to the provisions in Article 9.2, to cancel the Agreement in writing within two (2) working days of receiving notification of the price increase, free of charge, but only with regard to the increased Products. In that case, the Customer cannot claim compensation for damages and LP is only obliged to refund the amount already paid by the Customer in respect of the part of the Agreement to which the cancellation relates.

6. Delivery and delivery period

6.1. Unless agreed otherwise, the Products shall be delivered in accordance with Incoterms® EX Works 2020, with the place of delivery being the Lumiparts warehouse at Nijverheidsweg 2 in Nieuwkoop. To this end Incoterms® Ex Works 2020 shall be declared applicable mutatis mutandis, insofar as this does not deviate from the provisions of the Agreement or these General Terms and Conditions.
6.2. The risk of damage and loss with respect to the Products shall pass to the Customer at the moment they are made available to the Customer, his representative or the transporter designated by Lumiparts or the Customer, even if the ownership of the Products has not yet been transferred to the Customer at that time. If the Customer fails to take receipt of the Products in time, Lumiparts shall be entitled to store the Products at the expense and risk of the Customer in a location to be determined by Lumiparts. In that case, the originally planned delivery date pursuant to the Agreement shall be regarded as the moment of delivery. If the Customer fails to take receipt of the Products within seven (7) days after Lumiparts has communicated that the Products are at the Customer's disposal, Lumiparts shall be entitled to terminate the Agreement without further notice of default and without prejudice to its right to claim damages.
6.3. Lumiparts and the Customer may agree that Lumiparts shall arrange for the transport of the Products. The Customer shall then also bear the risk of damage and loss relating to the Products from the moment the Products are made available by Lumiparts to the transporter designated by Lumiparts or the Customer. The Customer may insure himself against these risks. In those cases where Lumiparts see to the transport of the matter delivered, the manner of packaging and transport shall be determined solely by Lumiparts, unless agreed otherwise in writing.
6.4. An agreed delivery period is a target period, unless otherwise agreed in writing.
6.5. With respect to the delivery of the Products, Lumiparts shall only be in default if it also fails to deliver within a reasonable further term set by the Customer following the original term of delivery. The reasonable further term is at least two (2) calendar months. If Lumiparts has still not delivered within the reasonable further term, the Customer, in deviation from Article 8.1 - but without prejudice to that stated in Article 8.2 - is entitled to cancel the Agreement in writing and free of charge, but only with regard to that part of it which cannot be delivered within the reasonable further term. In such a case, the Customer cannot claim any compensation for damage, and Lumiparts shall only be bound to refund that which has already been paid by the Customer with regard to that part of the Agreement to which the cancellation pertains. The Customer does not have the aforementioned right to cancel without charge if he has been in default on his part.
6.6. In the event of Force Majeure, as well as if a delay has occurred due to actions or omissions of the Customer or a third party, whether attributable or not, the delivery time shall be extended by at least the duration of that delay.
6.7. Unless otherwise agreed in writing, the costs of transport and installation of the Products shall at all times be borne by the Customer. Lumiparts is entitled to charge these costs to the Customer separately.

7. Payment

7.1 LP is entitled to invoice immediately after the Products have been delivered in accordance with Article 6. Payment by the Customer shall take place in accordance with the payment terms agreed between the Parties. If the Parties have not explicitly agreed on a payment term, a payment term of (14) days after the invoice date will apply. This term is considered to be a strict deadline.
7.2 In the event of non-payment or overdue payment by the Customer, LP is authorised to suspend its obligations arising from the Agreement, and the Customer shall immediately and ipso iure owe interest of 8% of the unpaid invoice amount per month from the date on which payment should have been made to LP until the date on which payment is made in full. If the Customer remains in default of payment, LP may assign the claim, in which case, in addition to the amount then due and interest, the Customer is also obliged to reimburse all judicial and extrajudicial (collection) costs (actual and full), with a fixed minimum of 15% of the invoice amount concerned.
7.3 For giro-based payments, the moment of payment is the date on which the amount is credited to LP's account.
7.4 Payments always serve to reduce the costs and interest owed (in that order) and then to reduce the principal amounts, with older ones taking precedence over newer ones.
7.5 The Customer is not permitted to invoke a right of suspension and/or retention or to apply any discount or set-off. The Customer irrevocably and unconditionally waives this right.
7.6 LP is entitled to execute the Agreement in several phases and to invoice the portion thus executed separately (immediately).
7.7 In the case of an Agreement with the Customer, LP is entitled to demand full payment of the invoice amount in advance.
7.8 If, in the reasonable opinion of LP, the Customer's financial position gives rise thereto, the Customer is obliged at LP's first request to immediately provide LP with a bank guarantee and/or letter of credit covering the amount due as security for the fulfilment of its payment obligations to LP. If the Customer fails to do so, this will constitute imputable non-fulfilment towards LP, and the latter will be entitled to terminate or rescind the Agreement. This provision applies equally if credit has been stipulated.
7.9 Complaints about the invoice must be submitted to LP within 3 working days of the invoice date, failing which the invoice shall be deemed to have been approved.

8. Cancellations

8.1. Customer is not authorised to terminate or cancel the Agreement (in whole or in part) unless LP consents in writing. Upon LP's consent, Customer shall owe LP an immediately payable compensation equal to the agreed price, less the savings arising for LP from the termination. The compensation amounts to at least 20% of the agreed price.
8.2. Contrary to the provisions of Clause 8.1, the Agreement cannot be annulled (wholly or in part) if the Products have been assembled, modified or otherwise processed at the Customer's request.
8.3. Returns can only be made after LP's written consent and only together with the LP return form and by (clearly) stating the return order number (R-number). LP reserves the right to refuse returns that have not been offered in the prescribed manner. In that case, the return will not be processed and will be returned at the expense of the Customer. All returns are subject to the return conditions set out on the LP website.

9. Termination of the contract

9.1 If the Customer is in default with respect to any obligation arising from the Agreement or these general terms and conditions, or if there is a petition for bankruptcy, suspension of payments, WSNP, incapacity for work, industrial action, seizure, a takeover or merger, or death on the part of the Customer, LP has the right to terminate or dissolve the Agreement in writing. LP is then entitled to payment of the full invoice amount less the direct or other costs it has saved as a result of the termination. The Customer can then not claim any compensation for damages.

10. Retentions of title

10.1 The Products shall remain the property of LP until all amounts that the Customer owes LP on account of the Agreement (expressly including all amounts due to any failure to fulfil its payment obligations), or any other agreement between LP and the Customer, have been paid to LP in full. As long as the ownership of the Products has not been transferred to the Customer, the Customer may not pledge the Products, transfer their ownership or grant third parties any other right thereto, with the exception of the provisions in Article 10.2.
10.2 The Customer is permitted to sell and supply the Products delivered under retention of title in the course of its normal business operations to third parties.
10.3 The Customer is obliged to store the Products delivered under retention of title with due care and as the recognizable property of LP separately, and to impose the aforementioned obligation on third parties to whom he has sold the Products delivered under retention of title.
10.4 If the Customer fails to comply with the provisions of Article 10.3, the goods present are presumed to belong to LP.
10.5 If third parties wish to enforce any right on the Products delivered under retention of title, for instance through seizure, suspension of payments or bankruptcy, the Customer is obliged to inform LP of this immediately.
10.6 The Customer is obliged to insure the Products delivered for the duration of the retention of title against damage, fire and explosion, as well as against theft, the insurance policy for which can be requested and inspected by LP on first demand.
10.7 At LP's first request and at its own discretion, the Customer is obliged to
(a) in advance pledge or assign to LP, at LP's option, all claims or accounts receivable by the Customer from insurers in respect of the Products delivered under retention of title; and
b) to pledge or assign to LP in advance the claims that Customer has against its customers arising from the sale of Products delivered by LP under retention of title.
10.8 In the event that the Customer is in default with regard to any payment or other obligation arising from the Agreement or any other agreement between LP and the Customer, or if LP believes there are grounds for fearing that the Customer will fail to fulfil these obligations, LP is entitled to take the Products delivered from the Customer or third parties holding the Products for the Customer without further notification and to reclaim them from the Customer.
LP is entitled to take back the Products delivered from the Customer or from third parties holding them for the Customer, or to have them taken back, without further notice. The Customer is obliged to render all assistance in this respect, on pain of an immediately payable penalty of 10% of the amount the Customer owes LP at that time for each day that the Customer continues to refuse to render such cooperation.
10.9 The Customer authorizes LP and/or grants LP permission in advance to access its land and buildings for the purposes of exercising its retention of title.
10.10 After the Products have been reclaimed on the basis of Article 10.8, the Customer will be credited with the original invoice amount relating to the Products after set-off against any claims LP has against the Customer on any grounds whatsoever (including the costs incurred by LP in exercising its retention of title).

11. Warranty

11.1 From the time of delivery as referred to in Article 7.1, LP will provide a warranty for the Products for a period of five (5) years or twenty thousand (20,000) hours, whichever comes first, subject to the terms and conditions of the "LUMI PARTS B.V. GUARANTEE CONDITIONS". of LP, which warranty terms and conditions form an integral part of the Agreement and these general terms and conditions.

12. Liability

12.1 The liability of LP - as well as its representatives and/or proxies, employees and third parties hired by LP - is always limited to the amount that is paid out in the case in question under LP's applicable business liability insurance policy. The amount insured by LP in respect of financial loss is currently EUR 2,500,000 for deliveries within the European Union.
European Union is currently EUR 2,500,000 (two and a half million euros) per claim, with a maximum of twice that amount per year. If, for whatever reason, no payment is made under the insurance referred to above, LP's liability is always limited to the amount that the Customer has paid LP in respect of the Agreement, or the part thereof in which the liability has arisen, up to a maximum of EUR 2,000.
12.2 LP is never liable for indirect damage, including but not limited to consequential damage (to persons or property), trading losses, loss of profits or income, lost savings and/or damage due to business interruption.
12.3 LP is not liable for any damage, of any nature whatsoever, resulting from acts or omissions of third parties engaged by or on behalf of LP and/or materials used by such third parties.
12.4 LP is not liable for any damage, of whatever nature, resulting from incorrect and/or incomplete information provided by the Customer or persons or goods made available by the Customer.
12.5 In all cases in which LP is entitled to invoke the provisions of Article 13, any employee(s) and subcontractor(s) against whom liability is asserted may also invoke that provision as if the provisions of Article 13 had been stipulated by the employee(s) and subcontractor(s) concerned.
12.6 The limitation or exclusion of liability stipulated in Article 13 does not apply in so far as damage is the result of intent, gross negligence or deliberate recklessness on the part of LP.

13. Indemnification

13.1 The Customer indemnifies LP against all possible claims by third parties in connection with the execution of the Agreement, more particularly claims by third parties in respect of Products and/or services delivered by LP to the Customer, as a result of which that third party may have incurred losses, regardless of the cause or time of occurrence.
13.2 The Customer is obliged to assist LP - at the Customer's expense - both in and out of court if LP is sued by a third party as referred to in Article 13.1 and to immediately do everything that may be expected of the Customer in this case. If the Customer fails to take adequate measures, LP is entitled to do so itself without any notice of default. All costs incurred by LP as a result are entirely at the expense of the Customer.
13.3 The indemnifications of LP by the Customer pursuant to these general terms and conditions apply in full to the Customer's group companies.
13.4 The Customer is obliged to take out adequate business liability insurance (AVB) in a timely manner, the insurance policy of which can be requested and inspected by LP on first demand.

14. Force majeure

14.1 In case of Force Majeure, LP is authorised to suspend the fulfilment of its obligations under the Agreement, or part of them, and the Customer cannot demand fulfilment or compensation.
14.2 If at the commencement of the Force Majeure LP has already partially fulfilled its obligations arising from the Agreement, or can only partially fulfil its obligations, LP is entitled to invoice the part already delivered or the part that can be delivered separately (prematurely) and the Customer is obliged to pay this invoice.

15. Intellectueal property and confidentiality

15.1 LP retains all intellectual absolute rights (including copyright, patent rights, trademark rights, drawing and model rights, etc.) with respect to all its works, designs, drawings, writings, data carriers or other information, quotations, images, sketches, models, unless otherwise agreed in writing.
15.2 Without the express written consent of LP, the works referred to in Article 16.1 may not be copied, shown and/or made available to third parties or used in any manner other than as agreed with LP.
15.3 During the term of the Agreement, as well as after the Agreement has ended for any reason whatsoever, the Customer is obliged to keep confidential all information received from LP in the context of the Agreement of which it may suspect that it is confidential, unless prior written consent has been obtained from LP.
15.4 If LP is required by law or by a court decision to provide information about the Customer to the government or to agencies designated by the government, LP is entitled to provide this information.

16. Periods of limitation

16.1. Contrary to the statutory limitation periods, the limitation period for all claims by the Customer against LP is twelve (12) months from the moment of inception of such claims.

17. Termination of the contract

17.1. If the Customer is in default with respect to any obligation arising from the Agreement or these general terms and conditions, or if there is a petition for bankruptcy, suspension of payments, WSNP, incapacity for work, industrial action, seizure, takeover or business merger or death on the part of the Customer, LP has the right to terminate or dissolve the Agreement in writing. LP is then entitled to payment of the full invoice amount, less the direct or other costs it has saved as a result of the termination. The Customer can then not claim any compensation for damages.

18. Applicable law and disputes

18.1. Any dispute arising from or in relation to a Contract, including these general terms and conditions, shall be submitted to the exclusive jurisdiction of the competent court of Amsterdam.
18.2. Each Contract, including these general terms and conditions, shall be solely governed by and construed in accordance with the laws of the Netherlands, with the explicit exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

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