Skip to main content

General Terms and Conditions

1. Applicability

1.1 These General Terms and Conditions apply to all agreements entered into by [KEMPENAAR B.V.] for the sale and/or supply of used vehicle parts and to the execution of such agreements. The Warranty Conditions of [KEMPENAAR B.V.] shall apply to these agreements for the sale and/or supply of used vehicle parts.

1.2 If the buyer is a legal entity, a general partnership (vennootschap onder firma) or a limited partnership (commanditaire vennootschap), the person acting on its behalf shall be deemed to have personally assumed liability as the jointly and severally liable debtor, unless [KEMPENAAR B.V.] explicitly agrees otherwise in writing.

2. Prices

2.1 Unless otherwise stated, all amounts are exclusive of any deduction or discount and include VAT, whether calculated via the VAT margin scheme of [KEMPENAAR B.V.].

2.2 Prices are calculated for delivery ex works, unless expressly stated otherwise.

2.3 Any quotation of prices, goods offered for sale, and specifications contained in general offers, such as catalogues, price lists, and other printed matter, are without obligation. They are not binding on [KEMPENAAR B.V.], and the buyer cannot rely on them unless otherwise agreed or indicated.

3. Delivery

3.1 Delivery shall be made ex workshop or warehouse. The buyer is obliged to take delivery.

3.2 The risk of the goods sold passes at the moment the goods are ready for delivery or shipment.

3.3 The goods sold will be delivered 'as is' in the condition they are in at the time the agreement is concluded.

3.4 Transport of parts by [KEMPENAAR B.V.] is entirely at the expense and risk of the buyer.

4. Delivery Period

4.1 Delivery times are determined by [KEMPENAAR B.V.] in consultation and are approximate. Delivery times should never be considered as a strict deadline. The delivery period commences upon - oral and written - order confirmation.

4.2 In the event of late delivery, [KEMPENAAR B.V.] shall not be liable for any damage suffered by the buyer due to the late delivery, unless the buyer has given [KEMPENAAR B.V.] written notice of default, whereby the buyer must grant [KEMPENAAR B.V.] a period of at least half of the originally agreed delivery time to still fulfil its obligations.

4.3 Insofar as the law permits, an agreement cannot be dissolved by the buyer due to an expiry of the delivery period, unless the period mentioned in the last part of article 4.2 has expired and the buyer cannot reasonably be expected to maintain the agreement.

4.4 If the buyer does not collect the purchased goods within four weeks after [KEMPENAAR B.V.] has informed them that the goods are ready for collection, the agreement shall be dissolved without judicial intervention, unless [KEMPENAAR B.V.] informs the buyer in writing that it requires performance.

5. Payment

5.1 Unless otherwise agreed, payment shall be made in cash.

5.2 For purchases on invoice, payment must be received within fourteen days of the invoice date.

5.3 If payment is not made or is not made on time or in full by the due date, the buyer shall be in default without any notice of default or demand being required, and shall immediately owe statutory interest per month or part of a month on the outstanding amount, calculated from the due date.

5.4 In the case of article 5.3, [KEMPENAAR B.V.] has the right, within the period of Article 7:44 of the Dutch Civil Code, to reclaim the purchased goods by an extrajudicial declaration. By this declaration, the purchase is dissolved.

5.5 All costs, both judicial and extrajudicial - including those of collection agencies, bailiffs, and lawyers - incurred by [KEMPENAAR B.V.] in enforcing its rights against the buyer shall be borne by the buyer. The extrajudicial collection costs shall be calculated in accordance with the collection rate of the Netherlands Bar Association for collections, with a minimum of €50.00.

6. Retention of Title

6.1 As long as the buyer has not fully complied with its obligations to [KEMPENAAR B.V.] under or in connection with the delivery, the delivered goods shall remain the property of [KEMPENAAR B.V.].

6.2 The buyer is not entitled to resell, loan, pledge, or transfer ownership of the delivered goods to third parties as long as they have not been paid for.

6.3 The buyer bears the risk for unpaid goods with regard to all damages, direct and indirect, that may be caused to them by the buyer or any other party.

7. Defects / Complaints

7.1 The buyer is obliged to carefully inspect deliveries for any defects in the form of deviations from specifications and other observable shortcomings immediately after execution. Any detected defects must be reported to [KEMPENAAR B.V.] within 8 days of discovery. This notification must be made in writing and must be accompanied by a description of the detected defect, stating the invoice and the invoice number. For the Warranty Conditions of [KEMPENAAR B.V.] to be applicable, the final reporting date is 1 month after the purchase (in accordance with Article 4 of the [KEMPENAAR B.V.] Warranty Conditions).

7.2 The buyer must enable [KEMPENAAR B.V.] to verify the detected defect. Failure to comply with the provisions of this article shall result in the forfeiture of the buyer's right to invoke defects that they could reasonably have discovered during a careful inspection within the aforementioned period.

7.3 Insofar as the law permits, defects in the delivered goods do not give the buyer grounds for dissolving the agreement, unless it concerns a defect as referred to in article 7.2 and [KEMPENAAR B.V.], after repeated attempts, fails to rectify the defect to an acceptable extent. In that case, the buyer is entitled to dissolve the agreement if and insofar as it cannot reasonably be expected to be maintained.

7.4 The buyer must reimburse [KEMPENAAR B.V.] for the costs of any unfounded complaints.

7.5 Insofar as the law permits, an appeal to a defect does not give the buyer the right to suspend their payment obligation.

7.6 The provisions of this article 7 apply with due observance of the provisions of article 7 of the Warranty Conditions of [KEMPENAAR B.V.].

8. Force Majeure

8.1 If [KEMPENAAR B.V.] wholly or partially fails to fulfil its obligations to the buyer, this failure cannot be attributed to [KEMPENAAR B.V.] if the performance of the agreement is made difficult or impossible by a circumstance - whether foreseeable or not - that is beyond the control of [KEMPENAAR B.V.], such as, but not limited to:

  • shortcomings by suppliers/transporters;
  • war, riots, or similar situations;
  • sabotage, boycott, strike, or occupation;
  • machine damage;
  • theft from the warehouses;
  • business disruptions;
  • government measures;
  • bad weather;
  • lightning strike;
  • fire.

8.2 If a situation as described in article 8.1 occurs, insofar as the law permits, [KEMPENAAR B.V.] shall not be liable for any resulting damage to the buyer, and [KEMPENAAR B.V.] may, at its own discretion, suspend the performance of its obligations or dissolve the agreement in whole or in part without judicial intervention and without being liable for any compensation.

9. Use of the Goods

9.1 The buyer must use the delivered goods in accordance with their nature and purpose and with due observance of all legal usage regulations and, where applicable, the usage regulations prescribed by [KEMPENAAR B.V.].

9.2 If the buyer does not use the delivered goods in accordance with the provisions of article 9.1 and the buyer holds [KEMPENAAR B.V.] liable for damage suffered in connection with the use of the delivered goods, the buyer must prove that the damage is the result of a defect in the goods supplied by [KEMPENAAR B.V.] and not from use other than in accordance with article 9.1.

9.3 Without prejudice to the provisions of article 10 and article 9.2, [KEMPENAAR B.V.] is never liable for personal injury if the buyer has acted contrary to the provisions of article 9.1. The buyer must, insofar as the law permits, indemnify [KEMPENAAR B.V.] against claims from employees or other third parties, in particular customers, when they have not taken note of the usage regulations resulting from article 9.1.

10. Liability

10.1 For damage arising from or in connection with deliveries for which [KEMPENAAR B.V.] can be held legally liable, insofar as mandatory provisions do not dictate otherwise, the liability of [KEMPENAAR B.V.] shall not exceed the invoice amount.

10.2 Damage, insofar as it consists of loss of profit or reduced revenue and all other indirect or consequential damage, such as business damage or any compensation or penalty owed by the buyer to third parties, shall in no case be eligible for compensation, unless otherwise stated in mandatory legal provisions.

10.3 Unless [KEMPENAAR B.V.] is subject to any liability under Section 3 of Title 3 of Book 6 of the Dutch Civil Code and insofar as the law permits, the buyer indemnifies [KEMPENAAR B.V.] against claims from any third parties who claim to have suffered damage as a result of the purchased goods or any act or omission by [KEMPENAAR B.V.] in the context of the performance of the agreement, unless the buyer demonstrates that [KEMPENAAR B.V.] is liable in relation to the buyer and must compensate the buyer for this damage.

10.4 At the risk of forfeiture of the right to compensation, [KEMPENAAR B.V.] will be given all desired cooperation in the investigation into the cause, nature, and extent of the damage for which compensation is claimed.

10.5 Article 8 of the Warranty Conditions shall apply mutatis mutandis.

11. Dissolution

11.1 Full or partial dissolution of the agreement shall take place by a written declaration from one of the parties entitled to do so. Before the buyer directs a written declaration of dissolution to [KEMPENAAR B.V.], the buyer must first give [KEMPENAAR B.V.] written notice of default and grant it a reasonable period to still properly fulfil its obligations.

11.2 The buyer has no right to dissolve the agreement in whole or in part or to suspend their obligation if they were already in default with the fulfilment of their obligations. For consumer buyers, this provision does not affect their possible right of suspension on the basis of any legal provision.

11.3 If [KEMPENAAR B.V.] agrees to dissolution without any default on its part, it has the right to compensation for all financial damage such as costs, loss of profit, and reasonable costs for determining the damage and liability.

11.4 In the event of partial dissolution, insofar as the law permits, the buyer cannot claim reversal of performances already rendered by [KEMPENAAR B.V.], and [KEMPENAAR B.V.] retains its right to payment for the performances already rendered, without prejudice to [KEMPENAAR B.V.]’s right to reverse its performances and claim compensation.

12. Disputes

12.1 All transactions between [KEMPENAAR B.V.] and the buyer are exclusively governed by Dutch law.

12.2 All disputes arising from agreements with [KEMPENAAR B.V.] will first be submitted to the complaints committee. This committee decides in accordance with the complaints regulations.

12.3 The complaints procedure does not affect the buyer's right to appeal to the competent court.

Warranty Conditions

[KEMPENAAR B.V.]

1.1 With the exception of electronic parts, the warranty applies to used vehicle parts that have been sold and supplied to buyers.

1.2 The buyer can only derive rights from a warranty by presenting the relevant purchase agreement or invoice and, if applicable, the warranty card drawn up for this purpose. If the item has a marking, a code, or a number plate, the buyer can only derive rights from a warranty if, when invoking this warranty, the mark, code, or number plate is undamaged.

1.3 Claims by the buyer under a warranty are not transferable to third parties.

1.4 The warranty is granted for a period of one month from the date on which the item was delivered to the buyer. If defects appear in the item during normal use within the warranty period, the buyer has the right to offer the delivered item to [KEMPENAAR B.V.] for replacement or repair, in accordance with article 8 of the applicable General Terms and Conditions.

1.5 The transport to and from [KEMPENAAR B.V.] of the item offered for repair or replacement is at the expense of [KEMPENAAR B.V.]. In the case of an incorrect order and/or when the item offered for repair or replacement is not eligible for warranty based on these warranty conditions, the transport of the item to and from [KEMPENAAR B.V.] is at the buyer's expense.

1.6 [KEMPENAAR B.V.] undertakes, if the requirements of article 4 of these Warranty Conditions and article 8 of the General Terms and Conditions have been met, to repair, replace, or proceed with a cash refund of the purchase price for the item offered for repair/replacement within a reasonable period.

1.7 These Warranty Conditions apply to the item received by the buyer after repair/replacement.

1.8 The buyer cannot claim a warranty:

  • if the buyer has provided incorrect or insufficient information regarding the make and type designation of the purchased item and/or the vehicle for which the part is intended;
  • if the buyer has performed or had work performed on the purchased item, such as but not limited to repair, modification, and disassembly;
  • if there is improper and/or unprofessional installation/use of the purchased item or in the use of the vehicle in which the purchased item is installed for purposes other than those for which the vehicle is normally used in traffic (speed tests, reliability tests, overloading in connection with a passenger car and trailer or caravan, etc.);
  • if any other provision of the applicable General Terms and Conditions or Warranty Conditions has been violated, insofar as these are prescribed at the risk of forfeiture of rights.
  • Unless stated otherwise on the invoice, [KEMPENAAR B.V.] gives a 3-month warranty on engines and/or gearboxes with less than seventy-five thousand kilometres.
  • The warranty on engines and/or gearboxes is only applicable if it can be demonstrated that oil and/or toothed belts and/or filters have been renewed.
  • Timing belt and cylinder head gasket damage are not covered by the warranty.
  • Work and/or parts related to the installation and/or warranty of delivered parts are not at the expense of [KEMPENAAR B.V.].
  • For complaints and/or tips, please contact the sales department; a feedback form can be sent to you for this purpose.

1.9 The buyer cannot derive any right from a warranty to compensation of any kind, except insofar as [KEMPENAAR B.V.] is obliged to do so based on the applicable General Terms and Conditions.

2.0 [KEMPENAAR B.V.] has the right to deviate from these Warranty Conditions if the buyer has been explicitly informed of this before the conclusion of the purchase agreement and the deviating provisions have been laid down between [KEMPENAAR B.V.] and the buyer.

Return Conditions

1.1 You have the right to a cooling-off period of up to 14 days after receiving an order. During this period, you have the option to dissolve the agreement without stating a reason. You can dissolve an agreement by notifying [KEMPENAAR B.V.] in writing or by telephone within 14 days of receiving the last product on the order that you wish to return one or more products from that order.

1.2 You must return the product(s) in question to [KEMPENAAR B.V.] within 14 days of this telephone or written contact with [KEMPENAAR B.V.]. During the cooling-off period, you must handle the product and the packaging with care. You will only unpack the product to the extent necessary to assess whether you wish to keep the product.

1.3 If you make use of your right of withdrawal, you must return the product with all supplied accessories and - if reasonably possible - in the original condition and packaging to [KEMPENAAR B.V.]. [KEMPENAAR B.V.] reserves the right to charge costs if the product is damaged by use.

1.4 If a shipment was made with an extra service at your request, such as an 'express delivery,' the costs of that extra service will not be reimbursed.

1.5 Return costs are at the expense of the buyer.

Driebergen, October 2022