1. Application of the general terms and conditions of sale
1.1. All contractual legal relationships, both now and in the future, between the private limited company (bvba) CrmConnect, with headquarters at Gentseweg 203, 8792 Waregem, VAT No. BE0840.546.471, listed in the Register of Legal Entities in Ghent in the Kortrijk department (hereinafter referred to as ‘CrmConnect’), and the professional client (namely, the client who does not conclude an agreement in the capacity of a ‘consumer’ as defined by the Code of Economic Law, being natural persons who trade for purposes that are not part of their commercial, business, trade, or professional activity) are governed by (in hierarchical descending order, with the next in line applying if the previous one is omitted or tacit):
(i) The written agreement between CrmConnect and the client and/or the written order confirmation issued by CrmConnect;
(ii) the (pro forma) invoice with detailed information attached;
(iii) the offer provided by CrmConnect and accepted by the client, or the order form issued by the client and accepted by CrmConnect;
(iv) these general terms and conditions of sale;
(v) Belgian law.
1.2. By asking for a price quotation, placing an order or concluding an agreement, the client acknowledges being aware of these general terms and conditions of sale, and accepts that they will apply for all legal relationships between CrmConnect and the client.
1.3. These general terms and conditions of sale always take precedence over the client’s conditions, which cannot be enforced on CrmConnect, even if these conditions stipulate that they are the only conditions that will apply.
1.4. Any deviation from these general terms and conditions of sale has to be the subject of a written agreement between the parties, which can never be regarded as a precedent.
1.5. CrmConnect reserves the right to amend the general terms and conditions of sale at any time. Any such amendment has no effect on previously concluded agreements, but only applies to agreements concluded after the amendment.
1.6. The (repeated) failure on the part of CrmConnect to enforce any right can only be regarded as tolerance of a specific situation, and does not lead to any forfeiture of rights.
1.7. The invalidity of one or more provisions, or a part of a provision of these general terms and conditions of sale shall not affect the validity and applicability of the other clauses and/or the rest of the provision in question. In the case of the invalidity of one or more provisions of these general terms and conditions of sale, CrmConnect and the client will negotiate the replacement of the invalid stipulation with an equivalent stipulation that corresponds to the spirit of these general terms and conditions of sale. If the parties do not reach an agreement on this point, the competent court can mitigate the invalid provision to what is (legally) permissible.
2. Activities of CrmConnect
2.1. CrmConnect sells both new and second-hand passenger cars.
2.2. In addition, CrmConnect also offers its clients additional services by giving advice on various makes of vehicle, including advice with regard to financing arrangements, insurance options, maintenance and repairs, the benefit in kind related to company cars, and much more (referred to hereinafter as ‘advice’).
3. Price listings on the website
3.1. The price, description, features and technical details of the vehicles that are stated on the website are purely indicative, and are non-binding on CrmConnect. Unless explicitly stated otherwise, the prices quoted on the CrmConnect website should be regarded merely as an invitation to the client to place an order.
3.2. CrmConnect reserves the right to change the prices quoted on the website at any time.
4. Price quotations
4.1. The validity of price quotations is always limited to fourteen calendar days. In all cases, a price quotation is only valid for one specific order, and does not apply for subsequent orders.
4.2. Price quotations only include those vehicles with those features, specifications, and options explicitly stated in the price quotation.
5. Contractual formation
5.1. An agreement is established (as follows in the absence of the above):
(i) by signing the written agreement between CrmConnect and the client; or
(ii) if CrmConnect sends a written or digital order confirmation; or
(iii) by the written acceptance by CrmConnect of an order form sent by the client; or
(iv) through the written acceptance by the client of a price quotation issued by CrmConnect; or
(v) once CrmConnect starts to implement the order from the client.
An agreement to provide advice can not only be agreed in the manner stated above, but also verbally. In the absence of a written agreement regarding advice, it is assumed that the advice from CrmConnect was given in accordance with the client’s (verbal) instructions.
5.2. Any document issued by the manufacturer that specifies the technical features of the ordered vehicle, that has the CrmConnect stamp or signature, and that is added to the agreement as an appendix is considered to be part of the agreement to which it is attached.
5.3. Any changes and/or additions made to the order after the agreement has been drawn up are only valid with the written consent of both parties, including changes with regard to the price and any delivery dates. In the absence of a written agreement from both parties regarding changes or additions to the order, it is assumed that these have been carried out in accordance with the client’s (verbal) instructions.
6. Implementation of the agreement
6.1. The client is obliged to cooperate and to provide the necessary support for the preparation and implementation of the advice by CrmConnect. This includes (but is not limited to) giving the necessary instructions, providing the necessary information and granting access to the required data.
6.2. CrmConnect can rely on the data provided by the client without having to check its accuracy. CrmConnect takes over data and information originating from the client without accepting any responsibility in this regard. The client is responsible for the accuracy and completeness of this data and information, and will indemnify CrmConnect in this respect against liability claims by third parties.
7. Cancellation/Termination of the agreement
7.1. If the client cancels or terminates the agreement (even partially) prior to the (full) delivery by CrmConnect, without this being due to a shortcoming on the part of CrmConnect or the existence of a situation of force majeure or hardship on the part of the client, CrmConnect reserves the right to charge the client for all goods and services already delivered and for all costs already incurred, plus a fixed penalty of 10% of the price (not including VAT), with a minimum of € 100.00, without prejudice to the right of CrmConnect to claim compensation for any proved greater loss.
This stipulation will also apply if CrmConnect cancels or terminates the agreement at the client’s expense.
7.2. If the client cancels the agreement or if the agreement is terminated at the client’s expense at a time when CrmConnect has already ordered the vehicle in question from its supplier, CrmConnect is entitled to invoice the client for the full price of this vehicle.
7.3. If the production of an ordered new vehicle is stopped, the agreement is legally cancelled without any compensation being due. The deposit already paid is returned to the client in full.
8.1. All listed prices are quoted without VAT and other taxes and duties, and also do not include the costs for delivery, transport, shipment, insurance and administration, unless explicitly stated otherwise.
8.2. The price and any discounts only relate to the vehicles and accessories specified in the written agreement between CrmConnect and the client, with the features, specifications and options quoted explicitly.
All deviations or additional options will lead to a change in the price, and are only binding if, and insofar as these requirements have been agreed in writing.
8.3. The price of statutory, stably mounted accessories is always included in the price.
8.4. CrmConnect is entitled to apply a proportionate price change if the vehicle is delivered more than three months after the date of the agreement and the final price of the vehicle has risen in the meantime by more than 3% due to price increases by the suppliers of CrmConnect, or due to currency fluctuations, an increase in insurance premiums, an increase in transport prices, costs, government-imposed duties and taxes, import and export duties, etc.
9.1. Unless there are other written stipulations, such as the explicit mention of a due date on the (pro forma) invoice, all invoices are always payable immediately.
9.2. The client accepts electronic invoicing.
9.3. Invoices are payable by bank transfer to the account number stated on the invoice, or by means of a bank cheque.
9.4. CrmConnect always reserves the right to ask the client for a deposit or bank guarantee when the client places an order.
If the client refuses to comply with such a request, CrmConnect reserves the right to cancel the entire order or a part of it, in which case compensation according to article 7.1 shall be due from the client.
9.5. In view of the payment term for invoices, objections can only be made in writing within seven calendar days from the invoice date, quoting the invoice date and number and giving a detailed justification for the objection.
9.6. The unconditional payment of a part of an invoice sum implies the explicit acceptance of the corresponding part of the invoice.
Partial payments are always accepted under all reservations and without any prejudice, and will be allocated first to collection costs, then to any statutory damages, the accrued interest, and finally to the outstanding balance of the principal sum, whereby priority is given to the oldest outstanding principal sum.
10. Late payment
10.1. In the case of non-payment or insufficient payment by the due date of the invoice, the overdue sum will be automatically increased, without prior notice of default (even if a delay in payment terms has been granted), by:
(i) default interest of 1% for each month in arrears, whereby each part of a month is regarded as a complete month;
(ii) fixed compensation equal to 10% of the invoice sum, with a minimum of € 100.00 (not including VAT) without prejudice to the right of CrmConnect to prove a greater loss;
(iii) all judicial and extra-judicial recovery costs.
10.2. If the client fails to fulfil his/her obligations (including if he/she fails to observe, or only partially observes one or more of his/her obligations to pay due amounts by the due date), or in the event of a (declaration of) bankruptcy, judicial or amicable dissolution, suspension of payment or acts of judicial execution against the client, and any other fact that indicates (a pending) insolvency:
(i) CrmConnect is no longer bound to (further) delivery and can immediately suspend all deliveries;
(ii) CrmConnect reserves the right to terminate this agreement and all other agreements by registered letter ten calendar days after sending the client notice of default with no response, and, in this case, compensation shall be payable by the client according to article 7.1;
(iii) the outstanding balance of all invoices, even those with a due date in the future, will become due immediately;
(iv) all authorised payment terms and conditions will expire.
In these cases, CrmConnect can also decide to nevertheless continue to continue the agreement(s), but on the strict condition that the due price in that case is settled in full before CrmConnect proceeds to delivery.
11.1. Unless explicitly agreed otherwise, CrmConnect is only obliged to deliver after full payment by the client of the full price, or the outstanding balance if an advance payment has already been made.
11.2. Unless explicitly agreed otherwise, vehicles are delivered Ex Works (Incoterms 2010) to the depot address of CrmConnect, namely Pitantiestraat 113/3, 8792 Waregem. Vehicles are collected at the client’s expense and risk.
Additional delivery/shipment obligations will only be included by CrmConnect if the latter deviates explicitly and in writing from this ex works delivery. Where appropriate, the vehicles shall be delivered DDP (Incoterms 2010). In this case, the delivery/shipment costs can be passed on to the client.
As the vehicles can be delivered both ex works and DDP, the word ‘delivery’ in these general terms and conditions of sale means both the collection by the client and the delivery by CrmConnect, depending on what has been agreed between the client and CrmConnect.
11.3. CrmConnect shall also provide the necessary documents when the vehicle is delivered:
(i) the certificate of conformity (COC);
(ii) the registration document of the vehicle, where applicable;
(iii) the ‘vehicle registration application’ form, with, where applicable, the customs vignette 705;
(iv) the keys;
(v) the warranty and service schedule booklet.
11.4. The vehicles are assumed to be offered for delivery on time (without any notice of default being necessary) and the risk will, in any event, be transferred to the client on the delivery date announced to the client, even if the client has not yet received any vehicles at that time. Where appropriate, the vehicles shall be retained on the premises of CrmConnect at the client’s expense and risk (including the risk of fire). CrmConnect reserves the right to charge the client a fixed sum for storage, to the amount of 5% of the invoice value of the stored vehicles for each commenced month, subject to proof of higher costs.
If the vehicles have still not been collected by the client fourteen calendar days after a written reminder from CrmConnect, CrmConnect is entitled to terminate the agreement at the client’s expense, and the stipulations of article 7.1 shall apply in this case.
12. Delivery dates
12.1. In cases in which the professional client requests a delivery within a specified period or by a certain date, or if CrmConnect itself states a delivery period or date, CrmConnect shall always try to comply with this period or date to the best of its ability.
Unless there are written stipulations to the contrary, however, any stated delivery date or period is always purely indicative, and only approximate. If the anticipated period or date is not met, this cannot give rise to the termination, cancellation or release from the agreement at the cost of CrmConnect, to subrogation, or to any penalty or compensation of any kind whatsoever.
If the anticipated delivery period or date is not met, this does not discharge the professional client of his/her duties.
12.2. The delivery period or date expires automatically and by law:
– if the professional client fails to meet his/her commitments, such as his/her payment obligations, or fails to do so on time;
– if the professional client asks for a change in the features, specifications, or options of the vehicles after signing the agreement.
12.3. CrmConnect is not liable under any circumstances for delays in the delivery that arise as a result of default on the part of the suppliers of CrmConnect, the client, or any other third party.
13. Warranty & Complaints
13.1. Conformity & visible defects
When the vehicles are delivered, the client must immediately carry out an initial inspection of the conformity of the delivery, including, but not limited to, the features of the vehicle(s) and visible defects.
Complaints regarding immediately verifiable abnormalities and/or the non-conformity of the delivery will only be considered if the client has noted them on the CMR freight note or the delivery receipt, or, in the absence of such proof, has put them in writing at the latest within twenty-four hours of the vehicles being delivered and, at all events, before the vehicles are used or sold. If there is no such notification, the client is deemed to have accepted the vehicles.
13.2. The conventional manufacturer’s warranty
The terms of the manufacturer’s warranty and the related stipulations are stated in the manufacturer’s documents.
The client should contact the manufacturer if he/she wishes to make use of the manufacturer’s warranty. The client cannot address CrmConnect for this purpose.
13.3. Statutory warranty from CrmConnect
13.3.1. Clients must inform CrmConnect in writing of any complaint regarding hidden defects of the vehicles within a period of four months from delivery, and immediately after the discovery of the defect, with a clear specification of the identified problem.
13.3.2. CrmConnect is not liable under any circumstances for the damage and/or faults as stated in article 14.6.
13.3.3. In all cases, the liability of CrmConnect is limited to the replacement, repair or the subsequent delivery of missing or faulty vehicles, at CrmConnect’s choice and discretion.
13.4. Client obligations after the discovery of a defect
13.4.1. After discovering any defect, the client is obliged to immediately suspend the use of the vehicle and to do everything reasonably possible to prevent (further) damage from then on.
13.4.2. Furthermore, the client is obliged to cooperate fully in allowing CrmConnect to investigate the complaint, including by providing CrmConnect with the opportunity to carry out an investigation into the circumstances in which the vehicles are being used.
Vehicles may only be sent or brought back with the prior written consent of CrmConnect. CrmConnect is not responsible under any circumstances for the loss of, or damage to returned vehicles until they have been accepted by CrmConnect in its company buildings. In the absence of an agreement regarding the shipment or return of the faulty vehicles, all returns shall be refused, and all costs shall be passed on to the client.
The client is liable to pay for the costs incurred as a result of unjustified complaints.
14.1. The vehicles and the accompanying advice are offered in accordance with the basic principle that the client has taken all measures to ascertain whether or not the vehicles and accompanying services are suitable for the use that the client has in mind.
The application and use of the vehicles by the client himself or herself, or by a third party, always takes place under the full responsibility and own risk of the client. In this case, CrmConnect cannot be called to account in any way whatsoever for any direct or indirect damage arising from this.
The same applies to the application of the advice given by CrmConnect. The client himself/herself decides whether or not to follow this advice, and bears the full responsibility for its application.
14.2. The undertaking entered into by CrmConnect to provide advice is regarded as an obligation of means, not an obligation of result. CrmConnect will always exercise appropriate care and good faith, and will always provide advice to the best of its insight and ability, but without any guarantee of a certain result.
14.3. The client accepts that the details of the ordered model could still possibly change as a result of the development process in the automobile industry, including in terms of engineering, technology, production, and aesthetics. These changes should, however, not detract from the intended use and the features and specifications that the client has designated as essential in the agreement.
14.4. As a maximum, the liability of CrmConnect is limited to the invoice value of the faulty vehicles and, in all events, to the liability imposed as mandatory by law.
14.5. No indemnity liability can be claimed against CrmConnect after expiry of the dates stated in article 13.
14.6. The client cannot under any circumstances lay claim to warranty/indemnity by CrmConnect for:
(i) damage caused directly or indirectly by an act of the client or a third party, irrespective of whether or not this damage is caused by a fault or omission;
(ii) damage due to an accident, or to abnormal, careless or faulty use or misuse of the vehicle, overloading the vehicle, a modification to the vehicle or any of its parts, or use for competition purposes, such as races or rallies;
(iii) a fault that arises from a failure to observe the manufacturer’s instructions with regard to maintenance (including carelessness in inspections and daily checks, or in the periodic maintenance services as outlined and specified in the warranty and service schedule booklet or the user’s manual supplied with the vehicle), from the use of inappropriate products or products of substandard quality, or if there has been no response to invitations for specific technical inspections (recall operations);
(iv) damage caused as a result of poorly executed maintenance or repairs, the fitting of parts that are not approved for that make of vehicle, or through the use of parts that do not have the same quality as the original parts;
(v) the fitting of tyres or bodywork parts to the vehicle that were not produced by the vehicle manufacturer;
(vi) damage as a result of external influences (such as hail, industrial precipitation, resin, bird droppings, etc.), fire or a natural disaster;
(vii) normal wear and tear, and the normal depreciation of the vehicle as a whole and of each part separately;
(viii) normal maintenance work, and the items and materials used for this maintenance;
(ix) additional damage through the further use of the vehicle after the discovery of a fault;
(x) indirect and resulting damage, such as, but not limited to, loss of revenue, damage to reputation, damage to third parties, or any consequential damage caused by the vehicle;
(xi) damage arising from force majeure and hardship, in accordance with the stipulations of article 15.
15. Force Majeure & Hardship
15.1. CrmConnect and the client are not liable for a failure to fulfil their obligations caused by force majeure or hardship.
Cases of force majeure or hardship entitle the party in question to temporarily suspend the fulfilment of its obligations.
15.2. If the situation involving force majeure or hardship lasts longer than one month, both CrmConnect and the client are entitled to terminate the agreement by means of a simple written notification, without any compensation being payable or becoming payable.
15.3. The following are regarded as cases of force majeure or hardship: all circumstances that were reasonably unforeseeable at the time the agreement was concluded and that are inevitable, and that make it impossible to implement the agreement or would make the implementation of the agreement harder or more difficult, financially or in some other respect, than normally expected, so that it would not be reasonable to require that the agreement should continue or be implemented under the original terms and conditions.
15.4. Force majeure or hardship include, but are not limited to: war, strikes and lockout, illnesses, lack of personnel, operational circumstances, seizure, natural conditions and weather, fire, delays by suppliers or due to the bankruptcy of suppliers, the failure of the client to supply CrmConnect on time with the correct and full information necessary for the execution of the order.
In accordance with the stipulations of the Law on Financial Collateral dated 15 December 2004, CrmConnect and the client will automatically and legally compensate and offset each other for all current and future debts. This means that, in a permanent relationship between CrmConnect and the client, only the largest debt balance will remain after the above-mentioned automatic settlement.
This offsetting of debt shall at all events be enforceable against the receiver and other concurrent creditors, who shall therefore not be able to object to the debt offset implemented by CrmConnect and the client.
17. Retention of ownership
17.1. The vehicles supplied by CrmConnect remain the property of CrmConnect until the client pays the due sum (principal sum, interest and costs) in full.
17.2. The client is forbidden to sell, pledge to a third party, encumber with securities or dispose of the supplied vehicles in any way until the price is paid in full. The client shall not make any modification whatsoever that could reduce the value of the vehicle, and shall maintain the vehicles in perfect condition.
17.3. If the client resells vehicles that belong to CrmConnect as a result of this retention of ownership, he or she shall transfer to CrmConnect all debt claims that arise from this resale. The client is obliged to transfer the sum that he/she receives for vehicles to which the reservation of ownership applies to CrmConnect, as compensation for the termination of the ownership right and as a surety for CrmConnect with regard to the value of the vehicles to which this right of ownership applies. The paid deposits remain the property of CrmConnect as compensation for any possible losses in the event of resale.
17.4. The various transactions/contracts between the parties are regarded as part of a single economic entity, and CrmConnect always maintains retention of ownership of the vehicles that are in the client’s possession at that time, as long as client has an outstanding debt towards CrmConnect.
17.5. The parties also agree that CrmConnect always has a right of pledge on the client’s vehicles that are in the possession of CrmConnect at that time, as long as the client has an outstanding debt towards CrmConnect.
17.6. The aforementioned retention of ownership does not change the ruling on the transfer of risk as described in article 11.
18. Processing of personal data
18.1. The client grants CrmConnect permission to record the personal data supplied by the client in a computerised database. This data can be used for the purposes of carrying out information or promotional campaigns related to the vehicles offered by CrmConnect within the scope of the contractual relationship between CrmConnect and the client.
18.2. The client can always ask to view and amend his/her data. If the client no longer wishes to receive commercial information from CrmConnect, the client must notify CrmConnect of this.
19. Promotional material
The client gives CrmConnect permission to use pictures of the supplied vehicles for publicity purposes, including publication on the website or in brochures or catalogues.
20. Competent courts & Applicable law
20.1. In the event of a dispute regarding the implementation and/or interpretation of these general terms and conditions of sale, as well as any other agreement between CrmConnect and the client, the tribunals and law courts that have territorial competence for the area of the headquarters of CrmConnect have sole jurisdiction.
20.2. This agreement is governed by Belgian law.