General Terms and Conditions of Sale Garage Centraal Aruba N.V. - English

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GENERAL

1. These General Terms and Conditions form part of all agreements concluded between Garage Centraal Aruba N.V. and buyers or clients concerning the purchase, repair and maintenance of cars, parts and accessories thereof.

2. They were drawn up in October 2001

DEFINITIONS

In these General Terms and Conditions, the following terms having the following meanings:

the car: a passenger car or a company car;

the car to be purchased: a car that is sold to the seller by the buyer by way of purchase as part of the agreement;

the agreement: the agreement of purchase and sale of a new or used car or parts and accessories thereof;

the seller: the person who sells a new or used car or parts and accessories thereof based on the agreement;

the buyer: the person who purchases a new or used car or parts and accessories thereof based on the agreement;

the instruction: the agreement to carry out work, such as assembly, disassembly, repair or maintenance, voluntary or legal inspections and loss assessments, each individually or jointly referred to as “work”;

the client: the person who instructs the mechanic to carry out or to arrange for others to carry out work;

the mechanic: the person who carries out or arranges for others to carry out an instruction with regard to a car and/or parts and accessories thereof;

the warranty:

a. for new cars, parts and accessories: the warranty issued by the manufacturer for those cars, parts and accessories;

b. for used cars: the warranty described in the warranty certificate issued by Centraal for a used car;

c. for work: the repair and maintenance warranty of Centraal.

PURCHASE AND SALE

Article 1 - The offer

The offer is made orally or in writing and - if an acceptance period has been set - be valid during the period stated in it. The acceptance of the offer by the buyer will only be valid if this takes place within this period set. If no acceptance period has been set, the offer will remain valid for two workdays, provided that the car has not been sold.

Article 2 - The agreement

The agreement with regard to a new or used car must always be laid down in writing. A copy of a written agreement must be submitted to the buyer. However, the absence of a written agreement does not render an oral agreement void.

Article 3 - The contents of the agreement

A written agreement does, in any case, state:
-   the description of the car and the car to be purchased, if any, both including any accessories;
-   the price of the car at the time of the purchase and sale, indicating whether the price concerns a fixed or unfixed price agreed on;
-   the price of the car to be purchased, if any, on the agreed date of delivery of this car;
-   the costs of delivery of the car;
-   the anticipated or explicitly fixed date of delivery;
-   a reference to the warranty provisions, with the seller or a third party acting as warrantor (if possible, the warranty provisions of this third party will be made available for inspection);
-   the method of payment.

Article 4 - Price changes/increase

1. Changes in taxes, excise duties and similar levies imposed by the government will always be passed on in both the fixed and the unfixed price agreed on.

2. In addition to the aforementioned changes, any price increases resulting from changes in manufacturer’s prices and exchange rates may be passed on in the unfixed price agreed on notwithstanding the provisions of Article 6, paragraph 1.

Article 5 - The car-related risk

Until the date of actual delivery, the car will be at the expense and risk of the seller. The car to be purchased, if any, will not become the property of the seller until it has actually been delivered to the seller. Until then, the car to be purchased will be at the expense and risk of the buyer, and all costs will be payable by the buyer. This will also include the costs of maintenance and any damage by whatever cause.

Article 6 - Exceeding the delivery period

1. If the anticipated delivery period of the car is exceeded, the buyer may give the seller written notice of default. If the seller still has not delivered the car three weeks after this notice of default, the buyer will have the right to declare the agreement dissolved without judicial intervention. If the seller delivers the car as yet within the set period of three weeks, any price increase within this period will not be passed on.

2. If a fixed delivery period agreed on is exceeded, the buyer will have the right to declare the agreement dissolved without notice of default or judicial intervention and/or to claim compensation for the damage suffered.

3. If the delivery period is exceeded as a result of force of the seller, both the buyer and the seller have the right to dissolve the agreement. The right to dissolve the agreement will apply as soon as the fixed period agreed on has been exceeded. As soon as the anticipated delivery period is exceeded, the parties have the right to dissolve the agreement three weeks after the notice of default referred to in paragraph 1, or when the seller informs the buyer that it is not able to deliver within three weeks. In all cases in which the seller can rely on an event of force majeure of a permanent nature, both parties will have the right to dissolve the agreement.

Article 7 - Cancelation

1. The buyer has the right to cancel the purchase agreement for deliveries from stock. This cancelation may only take place in writing.

The buyer is obligated to pay the seller all damage suffered by it as a result of the cancelation. This damage is set at 25% of the purchase price of the canceled car. If the buyer has not paid this compensation within 10 days, the seller has the right to notify the buyer in writing that it demands compliance with the agreement concluded. In that case, the buyer can no longer invoke the cancelation.

The obligation of the buyer to pay this compensation constitutes a debt within the meaning of Article 17 of these General Terms and Conditions, for which a date of payment has been explicitly agreed on.

2. The right to cancel lapses if the buyer has delivered the car to be purchased to the seller.

REPAIR AND MAINTENANCE

Article 8 - The instruction

The instruction to carry out work will be given orally or in writing. A copy of a written instruction will be provided to the client, if so desired.

Article 9 - Quotation and period

Before or at the time of giving the instruction, the client may request a quotation for the work, as well as an indication of the period within which the work will be carried out. The quotation and period indicated are approximate, unless the client and the mechanic have agreed on a fixed price and/or period. If the approximate price indicated is exceeded or could be exceeded by more than 20%, the mechanic has to contact the client to discuss the additional costs. In that case, the client will be entitled to terminate the agreement, while compensating the mechanic for the work already carried out by it. If the approximate period indicated is exceeded or could be exceeded, the mechanic has to inform the client thereof immediately, stating the new date of delivery. If a fixed period is exceeded, the client is entitled to reasonable compensation, except in case of force majeure of the mechanic.

Article 10 - The invoice

An itemized invoice will be issued for the work carried out.

Article 11 - Storage charges

If the client has not picked up the car within three workdays after having been informed that the instruction has been carried out, the mechanic may charge the compensation used within its company or, in the absence thereof, any other reasonable compensation by way of storage charges.

Article 12 - Right of retention

The mechanic may exercise the right of retention on the car if the client does not or not fully pay the costs of the work on the car, even if these are costs of previous work carried out by the mechanic on the same car, or if there are other claims arising from a contractual relationship with the mechanic/the seller. The mechanic may also exercise the right to retention if the dispute concerning the work has been submitted to the ordinary court. The mechanic may not exercise the right of retention if the client has provided sufficient (alternative) security.

Article 13 - Replaced parts

After the instruction has been carried out, the replaced parts will be made available to the client, if he so requested at the time of giving the instruction. This does not apply to parts that must be kept separate in connection with warranty claims. In that case, the parts will be made available, however, after the warranty claims have been settled according to the warrantor, and the client wants to prove by using these parts that the warranty claims have not or not (yet) sufficiently been settled. In all other cases, the replaced parts will become the property of the mechanic without the client being able to claim any compensation.

Article 14 - Loss assessment

If the mechanic has carried out a loss assessment, the costs actually incurred in connection therewith will be charged to the client. These costs will not be charged if the mechanic is given an instruction to repair, or if the delivery of another car is agreed on with the mechanic. The assessment costs will be agreed on in writing by the parties. Failing this, assessment costs to be determined in reason will be due, whereby the parties will consider the rules of conduct for assessments as the starting point; these rules of conduct include, among other things, that no more than 10% of the loss amount will be charged.

WARRANTY

Article 15 - Warranty on cars and parts/accessories

1.    No warranty applies to new cars and new parts other than the warranty issued by the manufacturer, without prejudice to the statutory rights of the buyer. The warranty only applies if the car has been maintained in accordance with manufacturer’s instructions at Garage Centraal Aruba N.V.

2. The warranty on used cars only applies if Garage Centraal has issued a warranty certificate for a used car. No warranty is ever given on used parts supplied separately.

Article 16 - Repair and maintenance warranty

1. The mechanic guarantees that the instructions accepted or subcontracted by it are carried out properly and warrants the materials used for this purpose during a period of three months as of the date on which the car is made available to the client again. The warranty includes the proper execution of the instruction not or not properly carried out. If the work to be carried out by the mechanic as yet is no longer possible or useful, the client is entitled to reasonable compensation.

2. No warranty will be provided on instructed emergency repairs.

3. Warranty claims lapse if:

a. the client does not notify the mechanic of any defects as soon as possible after having discovered them;

b. the mechanic is not given the opportunity to repair the defects as yet;

c. without the mechanic’s prior knowledge or permission, third parties carried out work related to the work carried out by the mechanic, for which the warranty is invoked.

GENERAL PROVISIONS

Article 17 - Payment

1. The debts of the buyer/client to the seller/mechanic are debts payable at the address of the seller/mechanic. Payment must be made in cash on delivery of the car or the parts, or after the services provided. Cash payment is also understood to be transfer of the amount due to a bank or giro account indicated by the seller/mechanic on the date of deliver or issue of guaranteed payment cards or bank checks.

2. If another date of payment has been explicitly agreed on in writing, the seller/ mechanic is entitled to charge 2% interest per month in respect of the amounts not paid. The remaining part of the month as of the date on which payment should have been made will be considered a full month. This increase of the amount due is considered to be a condition subject to which the seller/ mechanic has granted a postponement of payment, without the obligation of the buyer/client to make payment in cash being canceled. The increase will become effective one month after the invoice has been sent.

3. If parties have decided not to make payment in cash and have not explicitly agreed on a date of payment in writing, a payment period of one month applies. The buyer/client will then owe interest, while part of a month will be considered a full month as of two weeks after he has been demanded to pay by certified letter of the seller/ mechanic.

4. If the buyer/client fails to pay the amount due after demand, the seller/ mechanic has the right to increase this amount by the collection costs. These collection costs include both the judicial and the extrajudicial costs. Extrajudicial costs are all costs charged to the seller/mechanic by lawyers, prosecutors, process servers and any other person engaged by it for the collection of the amount due. The extrajudicial costs are set at 15% of the amount due, with a minimum of Afl. 100.--.

Article 18 - Retention of title

The car delivered remains the property of the seller as long as the buyer has not fully paid all that he owes pursuant to the purchase agreement. As long as the ownership of the car has not passed to the buyer, the buyer is obligated to take out third-party liability and comprehensive insurance for it and to maintain it at his expense. The seller is not obligated to indemnify the buyer in any way against his liability as holder of the car. On the other hand, the buyer will indemnify the seller against claims third parties might have on the seller and which might be related to the retention of title invoked.

Article 19 - Deviations

Deviations, including supplements to or extensions of these General Terms and Conditions, will only apply if they have been recorded in writing by both parties.