General conditions of sale and delivery Kleyn group

I.          GENERAL

1. These general terms and conditions of sale and delivery (hereinafter: “AVW-KLEYN”) apply to all inquiries, offers, orders, order confirmations, agreements for the purchase/sale of goods, assignments, assignment confirmations, other legal acts for the delivery of goods and/or services, as well as other legal relationships including negotiations concerning such agreements between Kleyn Trucks en Bedrijfswagens, a private limited liability company under Belgian law, with its registered office at Groenplaats 14 box 4, 3621 Lanaken, and registered in the Crossroads Bank for Enterprises under number 1019.328.062 (RPR Antwerp, Tongeren division), and all its affiliated companies established under Belgian law (hereinafter: “KLEYN”), and any natural person or any (legal) entity, whether or not governed by public law (hereinafter: the “Customer”).
2. Additions or deviations from the AVW-KLEYN must be agreed upon in writing. These additions and deviations apply only to the agreement in which they are made.
3. The rights and obligations arising from agreements between KLEYN and the Customer may not be transferred by the Customer to third parties without the written consent of KLEYN.
4. The applicability of additional or deviating terms or conditions used or referred to by the Customer, or any other industry-standard conditions, is expressly rejected.
5. In the event of a conflict between translations of the AVW-KLEYN and the Dutch text, the Dutch version shall always prevail.
6. If KLEYN and the Customer have entered into a separate agreement to which the AVW-KLEYN apply, the provisions of the agreement shall prevail in the event of a conflict.
7. The Customer can always consult and download the applicable AVW-KLEYN from the website www.caionette.eu.

II.       OFFERS

1. All offers and quotations from KLEYN are non-binding (and therefore do not bind KLEYN) and assume execution of the agreement under normal (working) conditions, during regular working hours, and based on the information provided by the Customer with the order, unless explicitly stated otherwise.
2. All offers are valid for a period of 30 calendar days following the date of the offer, unless otherwise agreed in writing. An offer that includes a validity period may still be revoked by KLEYN, even after receipt of the order, provided that KLEYN informs the Customer thereof within 3 calendar days following the date of receipt of the order.

III.        AGREEMENTS

1. An agreement is concluded under the suspensive condition that KLEYN has approved and confirmed the order in writing (including electronically) or has commenced execution of the order. The terms and conditions of the agreement are determined by KLEYN’s quotation and/or order confirmation and these AVW-KLEYN. In the event of a conflict between the Customer’s order and KLEYN’s quotation/order confirmation, only KLEYN’s order confirmation shall be binding.
2. If an agreement between KLEYN and the Customer is concluded electronically, KLEYN is not obliged to confirm receipt of the Customer’s declarations, and the Customer is not entitled to dissolve the agreement on the grounds of the absence of such confirmation.
3. Orders and acceptances by the Customer are considered irrevocable. The Customer may only cancel or modify an order with KLEYN’s written consent and upon payment of a cancellation fee amounting to 15% of the agreed price for the order. Cancellation by the Customer is not possible in the case of a specific order (i.e., an order for non-standard or assortment goods or goods specifically assembled or processed for the Customer). The foregoing is without prejudice to KLEYN’s right to compensation for actual damages incurred. In the event of a modification of an order, KLEYN is in any case entitled to set a new delivery time and/or adjust the prices accordingly.
4. KLEYN is at all times entitled to terminate negotiations with the Customer and/or to reject an electronic or written order placed by the Customer, in whole or in part, within 3 calendar days following the date of receipt of the order, without stating reasons and without being liable for any compensation.
5. The information on KLEYN’s website is compiled with care, but KLEYN does not guarantee that this information is current (e.g., regarding the availability of goods), accurate, and/or complete. KLEYN will, to the best of its ability and within a reasonable time, correct outdated, incorrect, and/or incomplete information on its website. The website may also be subject to occasional technical errors, which will be corrected as soon as possible after identification.
6. All images, descriptions, and (quality) ratings of the goods (both online and offline) are made with care, but KLEYN does not guarantee that deviations may not occur, for example in terms of color. If the Customer demonstrates that the delivered goods deviate so significantly from KLEYN’s specifications that the Customer can no longer reasonably be required to accept them, the Customer has the right to cancel the order without being liable for any compensation, to the extent justified by the deviation. Minor deviations that are customary in the industry or technically unavoidable do not constitute a shortcoming.
7. KLEYN is not obliged to verify the accuracy of the Customer’s orders, purchases, and/or communications. KLEYN cannot be held liable for any shortcoming resulting from incorrect or incomplete information provided by the Customer. The Customer is liable for any damage and costs resulting from the fact that the information provided to KLEYN was incorrect or incomplete.
8. The Customer is required to provide KLEYN with all information reasonably necessary to establish the Customer’s identity (know your customer) and the (final) destination of the goods to be delivered by KLEYN, so that KLEYN can comply with applicable laws and regulations.
9. KLEYN processes personal data of the Customer that are necessary to comply with applicable laws and regulations (e.g., regarding VAT) and to draft and execute the agreement, all in accordance with the General Data Protection Regulation (GDPR). These data are not retained longer than necessary. KLEYN does not provide personal data to third parties unless legally required to do so. The Customer may request access to their personal data processed by KLEYN, as well as request correction or deletion thereof. KLEYN has taken technical and organizational measures to prevent breaches related to personal data.
10. KLEYN is obliged to comply with (1) restrictive measures imposed on states, territories, regions, or other entities by international bodies such as the United Nations or the European Union (as well as the implementation and enforcement of these measures by national member states), and (2) regulations prohibiting or restricting the delivery of goods/services from the state/region where the relevant goods are produced or sold (these states, territories, regions, or other entities are hereinafter referred to as “Targeted Entities”). Under applicable (inter)national laws and regulations, KLEYN does not deliver goods or provide services to customers located in or operating from Targeted Entities.
11. The Customer is likewise prohibited from supplying, forwarding, or selling goods delivered by KLEYN to companies located in or operating from the territory of Targeted Entities. KLEYN accepts no responsibility or liability for any (re)sale or (re)delivery of goods by the Customer in violation of applicable laws and regulations.
12. Upon KLEYN’s first request, the Customer shall provide KLEYN with the appropriate documentation to verify the final destination of the goods. Such documentation must be provided within 30 calendar days of KLEYN’s request or within a shorter period that enables KLEYN to comply with any requirement or request from the competent government or authority, and must at least include the name of the place(s) or port(s) of unloading, the date(s) of unloading, the quantity unloaded, and the final destination of the goods. The Customer’s obligation to comply with such a request is not affected by any sale or transfer of the relevant goods by the Customer.
13. KLEYN has the right to withdraw an offer, refuse delivery, and terminate any order or agreement without being liable for any costs, expenses, or damages if KLEYN has reasonable suspicion that the Customer does not (fully) comply with the aforementioned applicable laws and regulations regarding Targeted Entities.

IV.       PRICES

1. All agreed prices are stated in EURO and apply EXW Merchtem (Incoterms 2020).
2. All price quotations and prices charged by KLEYN are the prices valid at the time of the offer or the conclusion of the agreement (these prices are exclusive of VAT and other taxes, documentation, packaging, wrapping, shipping, and/or other costs such as insurance, duties, tariffs, etc.).
3. If a cost-increasing circumstance arises after the offer has been made, KLEYN will inform the Customer as soon as possible. KLEYN is entitled to adjust the prices accordingly, even if the agreement has already been concluded, regardless of the time elapsed between the issuance of the offer by KLEYN or the conclusion of the agreement and its execution.
4. Price increases of more than 15% entitle the Customer to dissolve the agreement, provided this is done in writing and within seven days after receiving the relevant notification as referred to in the previous paragraph. Such dissolution does not entitle the Customer to any compensation for damages and/or costs.

V.       PAYMENT

1. The Customer is obliged to pay all invoices before the delivery of the respective goods or before the performance of the respective services (payment in advance), unless otherwise agreed in writing, and is not entitled to suspension, set-off, or discount. KLEYN will not deliver the respective goods or perform the respective services until full payment of the invoice(s) has been received, or, at KLEYN’s discretion, sufficient security for payment has been provided.
2. If an invoice is not paid in accordance with Article V.1, the Customer shall be in default solely by the expiry of the agreed payment term, without the need for a notice of default, regardless of whether the delay is attributable to the Customer. On each overdue invoice, the Customer shall owe, by operation of law, default interest on the outstanding invoice amount, calculated daily at the special statutory interest rate (W. 02/08/02), until full payment is received, plus compensation for extrajudicial collection costs, calculated as 10% of the invoice amount, with a minimum of EUR 125.00.
3. Without prejudice to its other rights, KLEYN is entitled to postpone new deliveries until the Customer has fulfilled all outstanding payment obligations.
4. Incoming payments shall be applied to the oldest outstanding items – including interest and costs – even if the Customer states otherwise.
5. Any exchange rate loss to the detriment of KLEYN shall always be borne by the Customer. The reference date is the date of the invoice.
6. KLEYN or any of its affiliated companies is entitled to set off any amount owed by the Customer to KLEYN or any of its affiliated companies, regardless of the currency, against amounts owed by KLEYN or any of its affiliated companies to the Customer. The parties expressly agree that future, conditional, or not yet due claims may also be considered for set-off, provided they are sufficiently determinable.

VI.         DELIVERY TIME, DELIVERY, RISK

1. The stated or agreed delivery period shall in any case, but not exclusively, be automatically extended by the period(s) during which:
   • there is a delay in supply and/or shipment and/or any other circumstance temporarily preventing execution, regardless of whether this is attributable to KLEYN or was foreseeable;
   • the Customer fails to fulfill one or more obligations towards KLEYN (including payment of invoices), or if, in KLEYN’s sole opinion, there is a justified fear that the Customer will fail to do so;
   • the Customer does not enable KLEYN to execute the agreement; this situation includes, among others, the Customer’s failure to communicate the place of delivery or to provide the necessary permits, data, goods, or facilities required for the execution of the agreement.
2. Delivery in Belgium takes place by making the goods available at the warehouse in Merchtem, unless otherwise agreed in writing. All goods are transported from this location to another destination at the Customer’s expense and risk, even if the shipment is carriage paid.
3. If KLEYN arranges the shipment of the goods at the Customer’s request or if the agreed ICC Incoterms parity places this responsibility on KLEYN, the time, method of shipment, and shipping route shall be at KLEYN’s discretion. Transport insurance will only be arranged by KLEYN upon the Customer’s explicit request, and all related costs shall be borne by the Customer. “Goods” refers exclusively to the goods sold by KLEYN and never to any cargo offered by the Customer to be loaded into or already loaded in the sold goods. KLEYN accepts no liability or responsibility for any such cargo, which is also never covered by any transport insurance.
4. If the Customer or their carrier fails to collect the goods at the agreed date and time, the Customer shall be in default immediately (without the need for a notice of default), and the goods will be stored at the Customer’s expense and risk. If the Customer refuses to collect the goods within the additional period set by KLEYN, KLEYN is entitled to dissolve the agreement in whole or in part and to dispose of the goods (including any cargo related to the goods) located on KLEYN’s premises or inside the sold goods in any manner it deems appropriate, without being liable for any compensation. KLEYN is entitled to recover its claim against the Customer from the proceeds. Any remaining amount will be held available for the Customer for one year after the expiry of the additional period, after which it will lapse to KLEYN if not claimed in writing with supporting evidence.
5. Delivery outside Belgium takes place FCA Merchtem, unless another Incoterm of the International Chamber of Commerce (ICC), latest version, has been agreed in writing.
6. KLEYN has the right to deliver or perform in parts and to invoice these parts separately.

VII.       GUARANTEE/CLAIM/COMPLAINTS

1. The goods delivered by KLEYN comply with the specifications set out in the corresponding agreement. KLEYN deals in used vehicles (resale), which involves a higher risk. The Customer acknowledges and accepts this risk. No warranty or guarantee is provided unless otherwise stated in the agreement, except for the statutory warranty against hidden defects under the Belgian Civil Code and any applicable manufacturer’s warranty, in which case KLEYN provides no additional or different warranty beyond that of the manufacturer. For services performed, KLEYN guarantees that these will be carried out properly and to the best of its ability, in accordance with industry standards and the expertise available at the time, constituting a best-efforts obligation. If and to the extent that KLEYN, at the Customer’s request, handles the loading of the goods, this is done on behalf of the Customer and entirely at their own expense and risk. KLEYN accepts no liability in this regard.
2. If the Customer invokes the warranty/guarantee provided by KLEYN in the relevant agreement or submits a complaint, KLEYN will assess and, if necessary, handle the warranty/guarantee or complaint in accordance with the provisions of the agreement. Warranty/guarantee claims are not transferable to third parties.
3. Under penalty of forfeiture of the right to complain, the Customer must inspect the goods and services for visible defects upon delivery and in any case before putting the goods into use. Complaints regarding the invoice amount and visible defects must be reported to KLEYN in writing within 3 calendar days of receipt of the goods or invoice, with a precise description of the complaints. For all other complaints, a period of 5 calendar days applies from the moment the defects became known or could reasonably have been known. Failure to report within these timeframes results in the loss of the right to warranty/guarantee/complaint. The relevant goods must be made available to KLEYN upon first request for inspection in the condition they were in at the time of the complaint.
4. Complaints are not valid if:
   • the goods were used for purposes other than their intended use or were, in KLEYN’s opinion, used or transported improperly, or were repaired, modified, or altered by the Customer or a third party;
   • the damage was caused by the Customer’s negligence (e.g., insufficient or incorrect maintenance or storage) or by failure to follow KLEYN’s instructions, guidelines, and advice;
   • the parts concerned are sealed components or parts that are regularly replaced during maintenance or service (wear parts) or are accessories;
   • the Customer has not fulfilled their obligations to KLEYN (financial or otherwise);
   • the Customer, upon discovering the defect, did not take all necessary steps to prevent further damage to the delivered goods, such as continuing to use the goods.
5. KLEYN does not guarantee the absence of defects resulting from compliance with mandatory legal provisions regarding the nature or properties of raw materials and/or materials used in the delivered goods.
6. If the Customer submits a complaint in accordance with this article and the complaint is deemed justified by KLEYN, KLEYN will, at its discretion, either (1) replace the relevant goods free of charge (after which the replaced goods become KLEYN’s property) or repair them, or (2) grant a price reduction.
7. The submission of a complaint does not suspend the Customer’s payment obligations.
8. If a complaint is handled outside the aforementioned cases, it is done entirely voluntarily and the Customer cannot derive any rights from it.
9. The right to bring a claim based on the assertion that the goods or services do not comply with the agreement expires three months after the Customer became or reasonably could have become aware of the defect.

VIII.     INSPECTION

The Customer has the right, at their own expense, to inspect the goods prior to purchase and prior to delivery, at the time and place determined by KLEYN. By doing so, the Customer acknowledges and accepts that they are (or have had the opportunity to be) aware of the condition of the goods.

IX.    NON-FULFILMENT/CANCELLATION/SUSPENSION

1. KLEYN is entitled to terminate the agreement in whole or in part with immediate effect, without judicial intervention, or to suspend its execution, without prejudice to any other rights (to performance and/or compensation), if (non-exhaustively):
   • the Customer acts in violation of any provision of the agreement (including these AVW-KLEYN);
   • the Customer applies for a suspension of payment or such is applied for against the Customer;
   • a request for judicial reorganization is submitted;
   • a bankruptcy petition is filed against the Customer or the Customer is declared bankrupt;
   • the Customer is placed under guardianship or administration;
   • a significant part of the Customer’s business assets is seized;
   • the Customer’s business is shut down, liquidated, or sold;
   • the Customer’s licenses necessary for the execution of the agreement are revoked;
   • there is a change of control within the meaning of Article 1:14 of the Belgian Companies and Associations Code (WVV);
   • in KLEYN’s reasonable opinion, the Customer damages the image, goodwill, or business of KLEYN.
   • in such cases, any claim against the Customer becomes immediately due and payable, without KLEYN being liable for any compensation or warranty/guarantee.
2. If the Customer fails to pay on time or remains in default for more than 30 calendar days, KLEYN is entitled, without further notice, to resell the goods, in which case any advance payment made to KLEYN shall be forfeited as compensation for the damage suffered by KLEYN, unless the Customer provides evidence that the damage is less.

X.       RESERVATION OF OWNERSHIP

1. The goods to be delivered and the goods already delivered remain the property of KLEYN until the full price (principal amount including any advance, costs, and interest) has been paid by the Customer.
2. The Customer is obliged to store the goods delivered under retention of title with due care and as recognizable property of KLEYN.
3. As long as this retention of title applies, the Customer is not permitted to dispose of the delivered goods in any way, transfer them to third parties, or establish any security interest on them. If the Customer nevertheless disposes of or transfers the delivered goods to third parties, the Customer’s claim against those third parties arising from such disposal/transfer shall automatically be transferred to KLEYN, without prejudice to the Customer’s obligations.
4. The proprietary consequences of the retention of title with respect to the goods are governed by Belgian law, or at KLEYN’s discretion, by the law of the country of destination of the goods, provided that (i) the law of that country offers better protection to KLEYN regarding the retention of title than Belgian law, and (ii) the goods have actually been imported into the country of destination.
5. In the event of seizure of goods that are the property of KLEYN or in the event of a bankruptcy application concerning the Customer, the Customer is obliged to immediately inform KLEYN and, in the case of seizure, to inform the seizing party or, in the case of bankruptcy, the trustee, that the goods were delivered under retention of title.
6. If the Customer fails to fulfill their payment obligations to KLEYN or if KLEYN has good reason to fear that the Customer will fail to meet those obligations—such as in the event of bankruptcy—KLEYN is entitled to reclaim the goods delivered under retention of title. The Customer guarantees—if necessary on behalf of a third party (buyer) or holder—that, upon KLEYN’s first request, the location of the goods will be disclosed and that the goods will be returned to KLEYN at the Customer’s expense and risk if requested. To this end, the Customer hereby grants KLEYN an irrevocable mandate to reclaim the goods and to enter the necessary premises. After repossession, the Customer will be compensated for the market value, which shall in no case exceed the original price agreed upon with KLEYN, minus the costs incurred by KLEYN for the repossession.

XI.        RETENTION RIGHT

KLEYN is entitled to suspend the fulfillment of its obligation to release any goods belonging to the Customer that it holds under an agreement, until the Customer has fully paid the due claim related to that agreement, including interest and costs.

XII.       EXCHANGE

If the Customer continues to use a traded-in motor vehicle while awaiting delivery of the motor vehicle they have ordered, this is entirely at their own risk, and all costs related to the former vehicle, including any depreciation in value, shall be borne by the Customer.

XIII.     LIABILITY

1. Unless contrary to mandatory law, the liability of the parties shall be governed exclusively by the provisions regarding contractual liability.
2. KLEYN is not liable for any damage resulting from a failure to fulfill its obligations to the Customer. Fulfillment of the obligations under warranty/guarantee/complaints as described in Article VII constitutes the sole and full compensation. Any other claim for damages, including but not limited to business interruption (downtime), loss of income, loss of customers or contracts, delays in execution, incurred losses, lost profits, personal injury, damage to or loss of or delay related to the Customer’s cargo, and any other indirect or immaterial damage of any kind, as well as liability to third parties, is expressly excluded, unless there is (1) intentional misconduct by KLEYN or (2) a fault by KLEYN or a person for whom KLEYN is responsible, which affects the life or physical integrity of a person.
3. KLEYN accepts no responsibility for the suitability of the delivered goods for any purpose for which the Customer intends to use, process, or apply them, unless KLEYN has expressly and in writing confirmed such suitability in advance.
4. KLEYN accepts no liability for advice provided by or on behalf of it.
5. KLEYN is not liable for damage to motor vehicles of the Customer and/or third parties located on its premises.
6. Except in cases of intent or gross negligence, KLEYN is not liable for damage caused by its agents. The Customer is not entitled to hold KLEYN’s auxiliary persons and affiliated companies (including directors, employees, and other individuals working within KLEYN or its affiliates under independent service agreements) liable on a non-contractual basis for any damage resulting from non-performance of a contractual obligation by KLEYN. The Customer shall include a similar clause in favor of KLEYN and its auxiliary persons in its own agreements with third parties. If the Customer fails to do so, they shall indemnify and hold KLEYN harmless from all damage and costs resulting from such claims.
7. The Customer is liable for and shall indemnify and hold KLEYN harmless from all damage suffered by KLEYN or third parties as a result of a breach by the Customer, its personnel, or third parties (including but not limited to auxiliary persons and subcontractors) of their obligations under the agreement, a tort, or any other legal basis, unless the damage is due to intent or willful recklessness on the part of KLEYN.
8. The Customer shall indemnify KLEYN against all financial consequences of claims by third parties in connection with the performance of its obligations under the agreement.
9. Any liability-limiting, excluding, or defining conditions that may be invoked against KLEYN by suppliers or subcontractors in connection with the delivered goods may also be invoked by KLEYN against the Customer.
10. Without prejudice to Article XIII.6, KLEYN stipulates all legal and contractual defenses it may invoke to avoid its own liability also on behalf of its subordinates and non-subordinates for whose actions it may be held liable by law.
11. This Article XIII does not affect any mandatory legal liability.

XIV.   FORCE MAJEURE

1. For the purposes of these AVW-KLEYN, force majeure is defined as any circumstance beyond the control and will of KLEYN, whether or not foreseeable at the time the agreement was concluded, which reasonably prevents KLEYN from fulfilling its obligations. This includes, but is not limited to: war, import and export restrictions, government measures, shortage or scarcity of raw materials, factory or transport disruptions of any kind, strikes, lockouts or lack of personnel, quarantine, trade bans, epidemics, pandemics, frost delays, adverse weather conditions, failure of suppliers or third parties engaged by KLEYN for the execution of the agreement, late delivery by the Customer of cargo intended to be transported using the purchased goods, etc. However, force majeure on the part of the Customer does not include any failure by third parties engaged by the Customer to fulfill their obligations.
2. KLEYN is not obliged to fulfill any obligation if it is prevented from doing so due to force majeure, for the duration of the force majeure situation. In such cases, KLEYN is entitled to either perform the agreement within a reasonable period or to terminate the agreement in whole or in part (the latter applies if the force majeure situation lasts longer than 30 calendar days). The Customer is also entitled to terminate the agreement in whole or in part if the force majeure situation on the part of KLEYN lasts longer than 30 calendar days. In the event of suspension by KLEYN, or termination by either KLEYN or the Customer due to force majeure, KLEYN shall never be liable for any damages or costs incurred by the Customer.

XV.    PARTIAL NULLITY

If one or more provisions of the AVW-KLEYN or an agreement with the Customer are not legally valid or are only partially valid, the remaining provisions shall remain fully in effect. In place of the invalid provisions, a suitable arrangement shall apply that, in a legally valid manner, most closely reflects the intent of the parties and the economic result they aimed to achieve.

XVI.     PLACE OF FULFILMENT, APPLICABLE LAW, COMPETENT COURT

1. All offers and agreements of KLEYN are governed exclusively by Belgian law, with the exception of the provisions of the Vienna Sales Convention (CISG).
2. All disputes arising from the agreement concluded between the Customer and KLEYN, as well as from any subsequent agreements or from the AVW-KLEYN, shall be settled by the competent court of the Antwerp Court of First Instance, Tongeren division.
   If the Customer has neither its registered office nor a principal place of business within the territory of a member state as defined in Regulation (EU) No. 1215/2012 (Brussels I Regulation), and therefore has no domicile under the Brussels I Regulation, disputes shall be settled in accordance with the arbitration rules of the Netherlands Arbitration Institute (NAI). The place of arbitration shall be Rotterdam. The arbitral tribunal shall consist of one arbitrator, and the language of the proceedings shall be English. The arbitral tribunal shall decide in accordance with the rules of law. Arbitration does not preclude the parties from seeking interim relief in summary proceedings before the competent court.

Version 2025 - June