A/C MASTERS / TIMAX VOF GENERAL TERMS AND CONDITIONS


A/C Masters (AutomotiveStocklots.com)
Hazeldonk 6416
4836LH Breda
The Netherlands

info@acmasters.nl
Tel: +31(0)641182781


1. General
a. These general terms and conditions (“General Conditions”) form part of all offers made by A/C Masters / Timax VOF (“A/C Masters / Timax VOF”) and of all agreements under which A/C Masters / Timax VOF
undertakes to deliver goods and/or provide services (including assignment and contracting of work).
b. Terms and conditions that deviate from these General Conditions shall only form part of an
agreement if and to the extent that A/C Masters / Timax VOF and the Contract Party have expressly agreed so in writing.
c. The general terms and conditions of the Contract Party, howsoever named, are not applicable and
are herewith expressly rejected.
d. In the event of conflict between the provisions of the agreement and these General Conditions, the provisions of the agreement shall prevail.

2. Offer
a. All offers of A/C Masters / Timax VOF are subject to contract.
b. An offer shall no longer be valid if not unconditionally accepted in writing by the Contract Party
within fourteen days after the date of the offer.
c. Each offer is based on information provided by the Contract Party. The Contract Party shall warrant
the correctness and completeness of this information.
d. In the event that the Contract Party does not accept the offer, A/C Masters / Timax VOF shall be entitled to charge the costs related to the offer to the Contract Party.

3. Concluding the agreement
a. Agreements are not concluded until confirmed in writing by A/C Masters / Timax VOF.
b. This confirmation shall be deemed to fully represent the agreement reached with the Contract Party.

4. Execution of the agreement
a. A/C Masters / Timax VOF may have the agreement, or part of it, executed by third parties if it deems this desirable. A/C Masters / Timax VOF warrants the proper execution of the agreement by these third parties.
b. The Contract Party shall warrant that all data and information that are useful and necessary for a
proper execution of the agreement are provided to A/C Masters / Timax VOF in time and that they are correct and complete.
c. The Contract Party shall ensure that A/C Masters / Timax VOF is able to carry out the work undisturbed
and at the agreed time and that the necessary facilities for executing the work are made available.
d. The Contract Party shall be liable for all loss, including due to loss and theft, to goods belonging to
A/C Masters / Timax VOF, such as tools and the materials used for the work that are present on the site
where the work is carried out, or at any other agreed location.
e. If the Contract Party fails to fulfil the obligations mentioned in article 4b and 4c, or if the
circumstance mentioned in article 4d occurs, and the work is delayed as a result, the work will be
carried out as soon as the Contract Party has fulfilled these obligations as yet or has replaced the lost
or stolen goods belonging to A/C Masters / Timax VOF, provided that the schedule of A/C Masters / Timax VOF so allows. The Contract Party shall be liable for all loss suffered by A/C Masters / Timax VOF as a result of the delay.
f. The Contract Party is in all instances obliged to ensure that all authorisations, exemptions and/or
permits necessary for executing the agreement are obtained. The costs related to obtaining these
authorisations, exemptions and/or permits shall be for the Contract Party’s account. The Contract
Party shall be liable for all loss arising from the absence of the required authorisations, exemptions
and/or permits.

5. Intellectual property rights
a. A/C Masters / Timax VOF retains all intellectual property rights to its offers, designs, illustrations,
drawings, samples, (test) models, software, and the like.
b. The rights to the data and objects mentioned in article 5a remain the property of A/C Masters / Timax VOF, irrespective of whether the Contract Party has been charged any costs for their preparation.
These data may not be reproduced, used, or shown to third parties without the express written
permission of A/C Masters / Timax VOF. In the event of a breach of this provision the Contract Party shall
owe A/C Masters / Timax VOF a penalty of €10,000. This penalty may be claimed in addition to statutory
compensation.
c. The Contract Party shall return all data and objects made available to it, as mentioned in article 5a,
at A/C Masters / Timax VOF first request within the stipulated term, undamaged and carriage paid. If this
provision is breached the Contract Party shall owe A/C Masters / Timax VOF a penalty of €1,000 for each
day that this breach continues. This penalty may be claimed in addition to statutory compensation.

6. Communication
a. All communication between A/C Masters / Timax VOF and the Contract Party may take place
electronically, save where the law provides otherwise.
b. If either the General Conditions or the agreement stipulates that a notification must be made in
writing, this may also take place electronically, provided that the electronic message can be printed.
c. The Contract Party itself is responsible for saving and/or printing electronic messages. The version
of the electronic message saved by A/C Masters / Timax VOF shall be regarded as proof of that message,
subject to proof to the contrary provided by the Contract Party.
d. Subject to proof to the contrary, electronic messages shall be deemed to have been received on the day of transmission. If an electronic message is not received due to ICT problems on the part of the Contract Party, this shall be for the account and risk of the Contract Party.

7. Advice, designs and materials
a. The Contract Party may not derive any rights from advice and information provided by A/C Masters / Timax VOF that do not form explicit part of the agreement.
b. The costs of or related to the data and objects mentioned in article 5a hereof may be charged to the

Contract Party.
c. The Contract Party is responsible for all drawings, calculations and designs made by it or on its
behalf, and for the functional suitability of the materials it has prescribed.
d. The Contract Party shall indemnify A/C Masters / Timax VOF against any third-party claims related to
drawings, calculations, designs, materials and the like that are provided by or on behalf of the Contract Party.

8. Prices
a. All prices are exclusive of:
(1) turnover tax and other government levies;
(2) packaging costs;
(3) travelling time and travel and accommodation expenses;
(4) costs to be made in order to prevent or limit damage to objects present where the work is carried
out.
A/C Masters / Timax VOF may invoice these costs to the Contract Party separately.
b. The prices are based on performance of the agreement in the country where A/C Masters / Timax VOF is established and during normal working hours, i.e. from Monday to Friday between 8:00 and 18:00
hours, with a maximum of eight hours per day.
c. If, after the agreement has been concluded, the price of cost- determining factors increases, A/C Masters / Timax VOF may pass on these increases to the Contract Party, provided that the agreement has not yet been fully performed at the time of the price increase. The Contract Party shall pay the price increase simultaneously with payment of the principal amount or with the next payment instalment.
d. If the agreement is amended or supplemented at the request of the Contract Party, A/C Masters / Timax VOF may raise the price on the basis of its regular rates. A/C Masters / Timax VOF shall in no event be
obliged to comply with such request and may stipulate that a separate written agreement be concluded for the purpose.
e. In the event of contract extras, A/C Masters / Timax VOF shall be entitled to raise the price. Contract
extras are calculated on the basis of factors determining prices that are applicable at the time when
the contract extras are agreed. Changes in the work shall in any event be considered as contract
extras if they involve a change in the design or the specifications, or if the information provided by the Contract Party does not correspond with the actual facts.

9. Terms of payment
a. All amounts due by the Contract Party are payable by payment to a bank account designated by A/C Masters / Timax VOF prior to delivery of goods unless otherwise agreed in writing.
b. A/C Masters / Timax VOF may add a surcharge to the invoiced amount, of a percentage to be decided by A/C Masters / Timax VOF, which surcharge shall be payable if payment is effected after the due date of the invoice.
c. At the first request of A/C Masters / Timax VOF the Contract Party shall provide security, to the
satisfaction of A/C Masters / Timax VOF, for payment of the amount due under the agreement. If this request is not, or not timely, satisfied, A/C Masters / Timax VOF may suspend delivery or dissolve the agreement and recover the resulting loss from the Contract Party.
d. Everything the Contract Party owes A/C Masters / Timax VOF under the agreement shall be immediately payable if:
(1) a payment term is exceeded;
(2) the goods or receivables of the Contract Party are attached;
(3) if the Contract Party is a company: if the Contract Party is wound up, liquidated, has become
insolvent, or files for a moratorium;
(4) if the Contract Party is a natural person: if the Contract Party requests to be granted a statutory
debt adjustment, is placed under guardianship, or dies.
e. If payment is not effected within the agreed payment term, the Contract Party shall immediately owe A/C Masters / Timax VOF interest. This interest amounts to the higher of 12% per year, or the statutory (commercial) interest. The Contract Party shall in addition owe A/C Masters / Timax VOF all extrajudicial costs, that A/C Masters / Timax VOF deems necessary to obtain the payment.
f. If in legal proceedings a court finds in favour of A/C Masters / Timax VOF, all costs related to the
proceedings shall be for the account of the Contract Party.
g. The right of the Contract Party to set off its claims on A/C Masters / Timax VOF is excluded.

10. Delivery time
a. The delivery and/or completion time is set by A/C Masters / Timax VOF by approximation. The delivery
and/or completion time will be determined by A/C Masters / Timax VOF on the basis of the circumstances
that are known to it at that time.
b. If there are any circumstances that are different from those that were known to A/C Masters / Timax VOF when determining the delivery and/or completion time, A/C Masters / Timax VOF may extend the delivery and/or completion time with such period as will be necessary to perform the agreement under these different circumstances. If it is not possible in this event to fit the work in A/C Masters / Timax VOF’s schedule, it shall be carried out as soon as its schedule allows.
c. In the event of contract extras, the delivery time and/or the period of execution will be extended with the period necessary to deliver, or cause to deliver, the required materials and parts and to carry out the extra work. If the extra work cannot be fitted in A/C Masters / Timax VOF’s schedule, it shall be carried out as soon as its schedule allows.
d. In the event that the obligations of A/C Masters / Timax VOF are suspended, the delivery time and/or
period of execution will be extended for the duration of the suspension. If the continuation of the work cannot be fitted in A/C Masters / Timax VOF’s schedule, it shall be carried out as soon as its schedule
allows.
e. Any liability of A/C Masters / Timax VOF for exceeding the delivery and/or completion time is excluded.

11. Inspection
a. The Contract Party may inspect the goods, or arrange to have them inspected, before delivery. The
inspection shall take place for the account and risk of the Contract Party. The inspection costs that are for the Contract Party’s account include the costs to be incurred by A/C Masters / Timax VOF in connection with the inspection.
b. If the inspection brings to light that (part of) the goods do not satisfy the agreement, the Contract
Party shall immediately notify A/C Masters / Timax VOF thereof in writing, stating the reasons, and shall
grant A/C Masters / Timax VOF the opportunity to satisfy the agreement as yet. A/C Masters / Timax VOF may
extend the delivery time with the period required to satisfy the agreement as yet.
c. The right of the Contract Party to invoke the result of the inspection towards A/C Masters / Timax
Parts
shall lapse eight days after the inspection.

12. Delivery of goods
a. Delivery takes place CIF in accordance with the Incoterms 2000 unless agreed differently.
b. The Contract Party shall accept the delivered goods subject to a margin of plus or minus 10% of the agreed quantity, dimensions, or weight of those goods.
c. If the goods are delivered on the basis of a sample, the sample shall be regarded as reference for
the overall characteristics of the goods.
d. If the Contract Party refuses to (fully) accept the goods after the delivery time has expired, A/C Masters / Timax VOF may:
(1) store the goods for the account and risk of the Contract Party, regardless of force majeure on the
part of the Contract Party and without prejudice to the obligation of the Contract Party to pay the
agreed price;
(2) dissolve the agreement, without any obligation to pay the Contract Party any compensation,
whereby the Contract Party shall compensate A/C Masters / Timax VOF all costs and losses incurred;
(3) sell the goods, if, at its own discretion, it can no longer be expected to keep them.
e. If it is agreed in writing to deliver the goods on call, the Contract Party is obliged to take possession
of the goods in accordance with the agreed on-call and delivery schedules. If no on-call and delivery
schedule is agreed, the Contract Party shall be obliged to take possession of all goods at the first
request of A/C Masters / Timax VOF, within the stipulated term.
f.A/C Masters / Timax VOF shall be under no obligation to transport the goods beyond the point that the vehicle may reach over
land that is (or has been made) properly accessible, or beyond the point that the vessel may reach
over properly navigable water.

13. Retention of title
a. After the delivery A/C Masters / Timax VOF remains the owner of all goods it has delivered for as long as its current and future claims in respect of the delivery of goods and related services, the sums
mentioned in article 9b and 9e hereof, the collection costs, and all other costs and losses have not
been fully paid.
b. For as long as this retention of title exists, the Contract Party is not allowed to encumber the goods
other than as part of its ordinary business operations.
c. After A/C Masters / Timax VOF has invoked retention of title it shall be entitled to repossess all goods it
has delivered. The Contract Party is obliged to allow A/C Masters / Timax VOF to enter the place where the goods are located.
d. If A/C Masters / Timax VOF is unable to invoke retention of title because the delivered goods have been
mixed, deformed, or copied, the Contract Party shall be obliged to pledge the newly formed goods to
A/C Masters / Timax VOF.

14. Complaints
a. Any complaints the Contract Party may have regarding defects in the agreed performance must be
submitted to A/C Masters / Timax VOF in writing, stating the reasons, immediately, and in any event within 14 days after the delivery of the goods and/or the completion of the work.
b. Defects that in reason cannot be detected within 14 days must be submitted to A/C Masters /
Timax VOF in writing stating the reasons immediately after they are detected, but not later than six months after the delivery of the goods and/or the completion of the work.
c. After the time period mentioned in article 14b has expired the Contract Party may no longer claim a defect in the agreed performance.
d. A complaint regarding a delivery shall in any event not be accepted if A/C Masters / Timax VOF is not
given the opportunity to investigate the complaint. At the request of A/C Masters / Timax VOF, the Contract Party shall return the goods (or a part thereof) to which the complaint relates, in accordance with article 15 hereof. Until the time when the permission of A/C Masters / Timax VOF as mentioned in article 15a hereof is granted, the Contract Party shall for its own account and risk retain possession of the goods to which the complaint relates. A complaint regarding completed work shall in any event not be accepted if A/C Masters / Timax VOF is not given the opportunity to suitably investigate the complaint.
e. If and to the extent that A/C Masters / Timax VOF accepts a complaint regarding delivered goods in
accordance with this article, it shall, at its own discretion:
(1) repair the defect;
(2) replace the defective good;
(3) take back the good and refund the Contract Party the amount it has paid for the relevant good.
The Contract Party shall have no additional claim for any compensation.
In the event that the defective good is repaired or replaced, the provisions of article 12 of the General Conditions shall again be applicable thereto.
f. If and to the extent that A/C Masters / Timax VOF accepts a complaint regarding completed work in
accordance with this article, the Contract Party shall allow A/C Masters / Timax VOF to complete the work
once again. Thereupon the provisions of article 12 hereof shall again be applicable.
g. Submitting a complaint does not release the Contract Party from its payment obligations towards
A/C Masters / Timax VOF. Nor shall the Contract Party in that event have the right to suspend payment.

15. Return shipments
a. Goods may only be returned to A/C Masters / Timax VOF with the prior written permission of A/C Masters / Timax VOF.
b. The Contract Party shall at all times return goods carriage paid, stating the invoice number and the
delivery date.
c. The acceptance of goods that are returned by the Contract Party does not signify that A/C Masters / Timax VOF acknowledges any shortcoming in the performance.

16. Warranty
All our activities and agreements in the form of any by A/C Masters / Timax VOF delivered goods or services are made without any form of warranty unless otherwise agreed in writing.

17. Liability
a. Save where the Contract Party demonstrates that a loss is suffered as a direct result of the intent or wilful recklessness of the management of A/C Masters / Timax VOF, A/C Masters / Timax VOF shall not be liable towards the Contract Party, its staff, or third parties, for any direct or indirect loss
related to the agreement or its execution. The Contract Party shall indemnify A/C Masters / Timax VOF in this regard
against any third-party liability.
b. The liability of A/C Masters / Timax VOF shall in all instances be limited to the amount paid out under the relevant liability insurance. If the insurer of A/C Masters / Timax VOF refuses to pay, regardless for what reason, or if the event is not covered under the relevant insurance policy, the liability of A/C Masters / Timax VOF shall in all instances be limited to:
(1) the amount of the net agreed price in the agreement to which the harmful event is directly related; or
(2) if partial deliveries have been agreed, to the amount of the net agreed price of that part of the
agreement to which the harmful event is most closely related.
c. The liability of A/C Masters / Timax VOF shall in no event exceed the sum of €15,000 per event or series
of events having the same cause.
d. The following shall in no event be liable for compensation:
(1) consequential loss, e.g. loss of profit and business interruption;
(2) third-party loss, e.g. damage caused to other goods in the execution of the work.
e. Any right of action the Contract Party may have against A/C Masters / Timax VOF expires after one year
as from the event that formed the cause of the claim.
f. The Contract Party shall indemnify A/C Masters / Timax VOF, its staff, and auxiliary staff against all
thirdparty claims, regardless for what reasons, that are in any way related to the agreement and its
execution. A/C Masters / Timax VOF shall only be liable towards the Contract Party if and to the extent that the relevant liability is for the account and risk of A/C Masters / Timax VOF under the applicable agreement and these General Conditions.
g. If the goods have not been produced by A/C Masters / Timax VOF, the liability, if any, of A/C Masters / Timax VOF towards the Contract Party shall in all instances be limited to the amount for which the
supplier of A/C Masters / Timax VOF shall be liable towards A/C Masters / Timax VOF.
h. The Contract Party shall indemnify A/C Masters / Timax VOF against all third-party product liability claims arising from a defect in a product that was supplied by the Contract Party to a third party and that (partially) consisted of products and/or materials supplied by A/C Masters / Timax VOF.

18. Force majeure
a. If A/C Masters / Timax VOF is confronted with an event of force majeure, it may extend the agreed
delivery time or period of execution with a period equal to the duration of the force majeure or, if not yet fully executed, to dissolve the agreement. This shall not result in any obligation on the part of A/C Masters / Timax VOF to pay any compensation.

19. Disputes
a. All agreements concluded with A/C Masters / Timax VOF are governed by Netherlands law.
b. The applicability of the United Nations Convention on Contracts for the International Sale of Goods
(Vienna Sales Convention, 11 April 1980) is excluded, as is that of any other international regulation
the exclusion of which is allowed.
c. Any disputes arising from or related to these agreements shall be submitted to the competent court within whose jurisdiction A/C Masters / Timax VOF has its place of business or establishment.
In addition to the place of business of A/C Masters / Timax VOF domicile is also chosen in Breda (The Netherlands), such to the sole discretion of A/C Masters / Timax VOF.
d. Parties may also agree to submit the dispute to arbitration. Arbitration proceedings shall at all
times take place subject to the Rules of the Arbitrage Instituut Bouwstoffen (AIBs), as they apply at the time of submitting the dispute.

20. Severability
a. If any provision of these General Conditions is void or voided, the other provisions of these General Conditions shall retain their full force and A/C Masters / Timax VOF and the Contract Party shall consult in order to agree a new provision to replace the void or voided provision, whereby the object and purport of the void or voided provision shall be taken into account as much as possible.