Terms & Conditions

General Terms and Conditions GP Batteries

General terms and conditions

Article 1.

Definitions

In these terms and conditions the following definitions apply:

  1. GP Batteries: Brands BeLux N.V. established at Uitbreidingstraat 84/3 in (2600) Berchem / Antwerp registered with the Kruispuntbank under number 0469194641.
  2. Client: the natural or legal person who commissions GP Batteries to perform work, provide services or who purchases products from GP Batteries.

Article 2.

Applicability

  1. These general terms and conditions apply to all offers, quotations, agreements, services, work and deliveries of GP Batteries, of whatever nature, unless this applicability is expressly excluded in full or in part in writing or expressly agreed otherwise.
  2. Any terms and conditions of the Client are expressly rejected. Deviations from and additions to these terms and conditions are only applicable if and insofar as these have been expressly accepted by GP Batteries in writing.
  3. Where departures from these terms and conditions have been permitted by GP Batteries, tacitly or otherwise, for a short or longer period of time, this does not affect its right to still demand direct and strict compliance with these terms and conditions. The Client may never assert any right on the grounds that GP Batteries applies these terms and conditions leniently.
  4. These terms and conditions also apply to all agreements with GP Batteries, for the execution of which third parties need to be involved.
  5. Should one or more of the provisions of these general terms and conditions or any other agreement with GP Batteries be in conflict with a mandatory statutory provision or any applicable legal regulation, the provision in question shall lapse and be replaced by a new, legally permissible and comparable provision to be determined by GP Batteries.
  6. GP Batteries reserves the right to amend these terms and conditions at any time. With the applicability of these general terms and conditions the applicability of all previous (versions of) general terms and conditions shall lapse.

Article 3.

Offers and quotations

  1. All offers and quotations from GP Batteries are revocable and made without obligation, unless otherwise stated in writing.
  2. The Client guarantees the accuracy and completeness of the information, requirements, specifications of the performance and other data on which GP Batteries bases its offer, given by or on behalf of him to GP Batteries.
  3. A composite quotation does not oblige GP Batteries to perform part of the assignment at a corresponding part of the stated price.
  4. The content of the assignment is exclusively determined by the description of the assignment given in the offer and assignment confirmation.
  5. The prices in the offers and quotations of GP Batteries are exclusive of VAT and other government levies, as well as any costs to be incurred in connection with the assignment, including postage and administration costs, unless stated otherwise.

Article 4.

Realisation of the agreement

  1. Subject to the provisions below, an agreement with GP Batteries is only concluded after GP Batteries has accepted or confirmed an order in writing. The order confirmation is deemed to represent the agreement correctly and fully, unless the Client immediately protests against this in writing.
  2. Any additional agreements or changes made later are only binding for GP Batteries if these have been confirmed by GP Batteries in writing within fourteen (14) days and the Client has not protested against this in writing within three (3) working days.
  3. For agreements, work or transactions for which according to nature and scope no written offer or order confirmation is sent, the invoice is considered to reflect the agreement correctly and fully, unless objected to in writing within seven (7) working days after invoice date.
  4. On or after entering into the agreement, GP Batteries is entitled, before (further) performance, to demand security from the Client that both payment obligations and other obligations will be met.

Article 5.

Delivery and deadlines

  1. If GP Batteries requires information or instructions from the Client as part of the execution of the agreement, the delivery time shall start after the Client has provided GP Batteries with all required information, in the manner indicated by GP Batteries.
  2. If GP Batteries has stated a delivery time, this shall only be indicative. A stated delivery time is therefore never to be regarded as a deadline. If a term is exceeded, the Client must therefore give GP Batteries written notice of default. GP Batteries should be offered a reasonable term to still carry out the agreement.
  3. GP Batteries reserves the right to call in third parties not employed by GP Batteries for the execution of (parts of) the agreement at its expense.

Article 6.

Invoicing and payment

  1. GP Batteries is entitled to request an advance from the Client prior to the execution of the agreement, which advance shall be deducted from the last invoice. Advance payments are to be paid immediately.
  2. Payment of invoices should take place within fourteen (14) days after invoice date, in a manner to be indicated by GP Batteries in the currency invoiced.
  3. After the expiry of 14 days after the invoice date, the Client is legally in default without further notice of default being required.
  4. If a party remains in default of a payment obligation on the agreed due date, that party shall owe interest of 1% per month on the amount due from the moment of default, unless the statutory (commercial) interest rate is higher, in which case the statutory (commercial) interest rate shall apply. All (extra)judicial costs incurred by a party to obtain payment - both in and out of court - shall be for the account of the other party from that moment onwards. In that case, the other party shall owe compensation of at least 15% of the outstanding amount, with a minimum of € 75.00 (in words: seventy-five euro). If the actual costs incurred and to be incurred exceed this amount, they shall also be eligible for compensation. For the Customer-consumer, the ordinary statutory interest rate shall apply.
  5. In case of liquidation, bankruptcy or suspension of payment of the Client, the claims of GP Batteries and the obligations of the other party towards GP Batteries are immediately due and payable.
  6. Payments made by the Client always serve in the first place to settle all interest and costs due, in the second place to settle payable invoices which have been outstanding the longest, even if the Client states that the payment relates to a later invoice.
  7. GP Batteries is entitled to refuse full repayment of the principal sum, if this does not include the accrued and current interest as well as the costs.
  8. If several (legal) persons or enterprises are designated as Client, they shall be jointly and severally bound to fulfil all obligations from the agreement concluded with GP Batteries.

Article 7.

Suspension and dissolution

  1. If the Client fails to meet its obligations under the agreement, GP Batteries is entitled, without prejudice to what is stipulated in this respect in the agreement, to terminate the agreement extrajudicially by means of a registered letter. The dissolution will only take place after the Client has been declared in default in writing and has been offered a reasonable term to remedy the shortcoming.
  2. Furthermore, GP Batteries is entitled, without any reminder or notice of default being required, to fully or partly dissolve the agreement extrajudicially and with immediate effect by means of a registered letter if:
    1. the Customer applies for (provisional) suspension of payment or the Customer is granted (provisional) suspension of payment;
    2. the Client files for its own bankruptcy or is declared bankrupt;
    3. the Client's company is liquidated;
    4. a major part of the Client's business is taken over;
    5. the Client discontinues its current company;
    6. a considerable part of the Client's capital is seized through no fault of GP Batteries, or if the Client must otherwise no longer be considered capable of fulfilling the obligations from the agreement.
  3. Amounts invoiced by GP Batteries to the Client before the dissolution in connection with what GP Batteries has already performed in execution of the agreement, shall remain due by the Client to GP Batteries in full and shall become immediately payable at the moment of dissolution.
  4. If the Client, after having been given notice of default, does not, not fully or not timely meet any obligation arising from the agreement, GP Batteries is entitled to suspend its obligations towards the Client, without being held liable for any compensation towards the Client. GP Batteries is also entitled to do this in the circumstances referred to under paragraph 2 of this article.
  5. The Client-consumer is entitled to revoke the agreement within a period of 14 days without stating reasons. The withdrawal period expires 14 days after the day on which the Client-consumer or a third party designated by him/her, who is not the carrier, takes physical possession of the good. To exercise the right of withdrawal, the Client-Consumer must notify GP Batteries of the decision to withdraw from the Agreement by an unambiguous statement (e.g. in writing by post, fax or e-mail). The Client-consumer can use the attached model withdrawal form for this purpose, but is not obliged to do so. To comply with the withdrawal period, it is sufficient to send the communication concerning the exercise of the right of withdrawal before the withdrawal period has expired.
  6. If the Client-consumer revokes the agreement, he/she shall receive all payments he/she has made up to that point, including delivery costs (with the exception of any additional costs resulting from the choice of a delivery method other than the cheapest standard delivery offered by GP Batteries) back from GP Batteries without delay and in any case no later than 14 days after GP Batteries was informed of the decision to revoke the agreement. GP Batteries shall repay the Client-Consumer using the same means of payment with which it made the original transaction, unless the Client-Consumer has expressly agreed otherwise; in any case, the Client-Consumer shall not be charged for such repayment. GP Batteries may wait with reimbursement until it has received the goods back, or the Client-Consumer has proved that he/she has returned the goods, whichever time comes first.
  7. The Client-consumer shall return or hand over the goods to GP Batteries immediately, but in any case no later than 14 days after the day on which he/she communicated the decision to revoke the agreement to GP Batteries. The quitter-consumer is on time if you return the goods before the 14-day period has expired. The direct costs of returning the goods shall be borne by the Client-Consumer.
  8. The Principal-consumer shall only be liable for the depreciation of the goods resulting from the use of the goods beyond what is necessary to establish the nature, characteristics and functioning of the goods.
  9. The provisions of the previous paragraph shall not be applied to customised deliveries.

Article 8.

Liability

  1. GP Batteries is liable towards the Client-consumer for any lack of conformity that exists upon delivery of goods and which manifests itself within a period of two years counting from the aforementioned delivery.
  2. If GP Batteries is liable for damages, this liability is limited to compensation of direct damages and to a maximum of the invoice amount of the agreement. Direct damage is exclusively understood as:
    1. The reasonable costs incurred to determine the cause and extent of the damage, insofar as the determination relates to damage in the sense of these general terms and conditions.
    2. Any reasonable costs incurred to have the faulty performance of GP Batteries meet the agreement, unless these cannot be attributed to GP Batteries.
    3. Reasonable costs incurred to prevent or limit damage, in so far as the Client demonstrates that these costs have led to limitation of the direct damage as referred to in these general terms and conditions.
  3. GP Batteries shall never be liable for indirect damage, including consequential damage, loss of profit, missed savings and damage due to business stagnation.
  4. The limitations of liability for direct damages included in these General Terms and Conditions do not apply if the damages are due to intent or gross negligence on the part of GP Batteries.

Article 9.

Right of retention

  1. GP Batteries may retain goods, products, property rights, data, documents, data files and (interim) results of the services of GP Batteries received or generated within the scope of the agreement, despite an existing obligation to surrender, until the Client has paid all amounts due to GP Batteries.

Article 10.

Force majeure

  1. Unforeseen circumstances of whatever nature, as well as mobilisation, threat of war, government measures, strikes, sit-down strikes, transport strikes, fire, flooding, non-, non-timely or improper fulfilment by third parties on whom GP Batteries is dependent for the execution of the agreement, as a result of which the order cannot be carried out in time or not without excessive onerous effort and/or costs measured by objective standards, shall be considered force majeure for GP Batteries. The same applies, should GP Batteries unexpectedly be faced with illness or accident of its staff and/or third parties, in whose replacement cannot reasonably be provided in the short term.
  2. If one of the cases mentioned in the previous paragraph occurs, the Client shall give GP Batteries the opportunity to still perform in accordance with the agreement within a reasonable term.
  3. In case of force majeure, any liability for compensation on the part of GP Batteries for whatever reason is excluded. Parties shall not exercise their right to terminate the agreement in case of force majeure until three (3) months have elapsed since the force majeure occurred, unless parties have agreed on a longer term for as yet performing the agreed performance.
  4. If at the start of the force majeure GP Batteries has already partly fulfilled its obligations, or can only partly fulfil its obligations, it is entitled to invoice the already delivered or the deliverable part separately and the Client is obliged to pay this invoice as if it were a separate agreement. However, this does not apply if the part already delivered and/or deliverable part has no independent value.

Article 11.

Confidentiality

  1. Both parties are obliged to keep confidential all confidential information they have obtained from each other or from another source in the context of the agreement. Information is considered confidential if this has been communicated by the other party or if this follows from the nature of the information.
  2. GP Batteries will only use the personal data of the Client and make it available to third parties insofar as this may be necessary for a proper execution of the agreement.

Article 12.

Defects and complaint period

  1. Complaints about the work performed and/or services rendered must be reported in writing to GP Batteries by the Client within fourteen (14) days after completion or delivery of the work or services concerned. For consumers a different term of 6 months after delivery applies. GP Batteries will handle complaints received within 14 days.
  2. If a complaint is well-founded, GP Batteries shall yet perform the work or services as agreed, unless this has meanwhile become demonstrably pointless for the Client. The latter should be made known by the Client in writing.
  3. Complaints submitted to the entrepreneur shall be answered within a period of 14 days from the date of receipt. If a complaint requires a foreseeably longer processing time, the entrepreneur will respond within the 14-day period with a notice of receipt and an indication of when the consumer can expect a more detailed answer.
  4. If the complaint cannot be resolved by mutual agreement, a dispute arises which is subject to the dispute settlement procedure.
  5. Disputes can be submitted to a disputes committee. Submitting a dispute to this disputes committee involves costs that have to be paid by the consumer to the committee in question. It is also possible to submit complaints via the European ODR platform (http://ec.europa.eu/odr).
  6. A complaint does not suspend the obligations of the entrepreneur, unless the entrepreneur indicates otherwise in writing.
  7. If a complaint is found to be justified by the entrepreneur, the entrepreneur will, at his discretion, either replace or repair the delivered products free of charge.
  8. If the subsequent performance of the agreed service is no longer possible or meaningful, GP Batteries will only be liable within the limits of Article 8 of these general terms and conditions.

Article 13.

Applicable law and choice of forum 

  1. Dutch law applies to all agreements concluded and to be concluded by GP Batteries, unless a mandatory legal provision dictates otherwise.
  2. All disputes - including those which are only considered as such by one of the parties - which arise as a result of an agreement to which these terms and conditions apply in full or in part, or as a result of other agreements which are a consequence of such an agreement, shall be settled by the competent court in the place of establishment of GP Batteries, unless a mandatory legal provision dictates otherwise. This does not affect the fact that GP Batteries may agree with the Client to have the dispute settled by independent arbitration.