General Terms and Conditions

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1. PREAMBLE

These General Terms and Conditions (hereinafter referred to as “GT&C”) exclusively determine the rights and obligations of the Parties to a contract of the sale of goods (hereinafter referred to as the “Contract”), such as – but not limited to – cars, via the platform located at www.eCarsTrade.com (hereinafter referred to as “eCarsTrade”).

These GT&C contain binding provisions that apply to the use of eCarsTrade in general and to orders placed through eCarsTrade in particular.

By accessing or consulting eCarsTrade, or by placing a bid via eCarsTrade, the User unconditionally agrees to each of the terms and conditions set forth herein.

By ordering any type of good that is offered on eCarsTrade, prior consultation and express acceptance of GT&C by the User is presupposed. These GT&C consequently apply in any event to every sale of goods performed through eCarsTrade. Solaf BV reserves the right to change these GT&C at any time without notice to the User by announcing changes online. The continued use of eCarsTrade after the posting of the changes constitutes an acceptance of the amended GT&C.

Any different terms or conditions than those set out in these GT&C or the Contract are herewith objected to and do not apply; except in case of prior, express and written acceptance by Solaf BV.

2. DEFINITIONS

2.1 Solaf BV: a Belgian company with registered office in Walravensbosstraat 200, 3090 Overijse and with VAT IN BE 0889.569.677.

2.2 eCarsTrade: exclusive platform for automotive companies located at www.eCarsTrade.com and operated by Solaf BV. Solaf BV reserves the right to allow access to the platform and transactions to nonautomotive companies and Private traders on different agreed terms.

2.3 Client: Every merchant officially active in automotive industry: cars trading, transport, renting companies, repair shops, taxi etc., as well as nonautomotive companies and private traders approved by Solaf BV. In the case the merchant is seated in the European Union (EU), the Client shall have a valid company number and the legal capacity to conclude a contract of any nature with Solaf BV.

2.4 Private trader: an individual acting as a professional trader and buying Goods for economic activities who confirms and guarantees having status of a professional market participant when registering and using eCarsTrade.

2.5 User: Every Client with an active eCarsTrade account.

2.6 Order: A request or a bid by User to conclude the Contract between the User and Solaf BV in relation to one or more goods offered through eCarsTrade.

2.7 Ascending-bid auction: Sale of goods by auction within a certain time interval.

2.8 Bid: Every binding offer by the User to conclude the Contract with Solaf BV.

2.9 Blind auction: A procedure in which the User has the possibility to conclude the Contract with Solaf BV by way of tender.

2.10 Tender: a formal offer to conclude the Contract following the blind auction procedure.

2.11 Good(s): Every new or second-hand car(s) or other goods that are offered for sale through eCarsTrade, via tender, for a fixed price or by auction.

2.12 Parties: Solaf BV and the User.

2.13 Electronic bill: Every document or notice, electronically drafted by Solaf BV and containing an obligation to pay for the User.

3. CLIENT

3.1 Every Client has the possibility to register as the User on eCarsTrade. This is a necessary step to place a valid order. Registration is a free process. The registration procedure allows the User to identify by providing him with a User Name and a Password. The result of registration is the creation of the eCarsTrade account.

3.2 eCarsTrade’s automatic registration systems are proof of the content and date of registration.

3.3 Access to eCarsTrade via registration is strictly personal and confidential. The Client enters and provides the information requested during the registration procedure in good faith. The User is bound to not disclose his/her login and password to others and to prevent every form of abuse by third parties.

3.4 If the User suspects that third parties have access to his/her eCarsTrade account, the User informs Solaf BV without any delay. Solaf BV reserves the right to, in case of improper, unlawful, or illegal use of accounts, or in case of presumption hereof, to immediately annul the registration and to claim damages for the damage suffered in addition.

3.5 Solaf BV is not liable for abuse of the User Name or the Password of the User.

3.6 All information the Client provides to Solaf BV for the registration is binding. Solaf BV cannot be held liable for inaccurate entries by the Client.

3.7 Solaf BV reserves the right to require the payment of the security deposit as a condition of access to transactions on eCarsTrade. Notification of the need to pay the security deposit, its amount and due date appears in the User’s eCarsTrade account. The calculation of the amount of the security deposit and the number of required security deposits may vary and depends on the User’s profile and use of eCarsTrade.

3.8 The amount of security deposit should be returned to the User in case of due performance of the obligations under the Contract within 20 (twenty) business days from the date of receipt of the relevant User’s request, except for cases under article 3.9.

3.9 If the User has been inactive for more than 6 (six) months, not logging into his/her eCarsTrade Account or logging into eCarsTrade account but not acquiring any Goods, the User authorizes Solaf BV to subordinate the security deposit behind all other creditors (including, but not limited to banks, investment funds, public and private lenders). These subordinated deposits shall carry no interest whatsoever. By not logging into their Account and (or) not acquiring Goods for more than 6 (six) months, the User confirms the right of Solaf BV to subordinate their security deposit and that no interest is due on the subordinated security deposit. Furthermore, if a customer has not logged in in 2 years, the security deposit is irrevocably forfeited to Solaf BV.

4. ASCENDING-BID AUCTION

4.1 Solaf BV enables Users to buy one or more Goods by auction. Every User has the right to place a bid. A bid can be placed as long as the bidding window is open. The User receives a confirmation mail from Solaf BV within three working days after closure of the bidding window. The Contract is concluded upon receipt of this confirmation mail.

4.2 Every bid is expressed in Euro, exclusive of VAT. Administrative costs and commission fees are borne by the User.

4.3 Every bid by the User is binding and permanent for the User. The User cannot revoke the bid, unless with prior and written consent by Solaf BV.

4.4 Solaf BV has the right to, as it wishes and without an obligation to provide a statement of reasons which led to the decision, refuse a bid if for example it suspects that the bid was invalidly or deceitfully placed. Solaf BV is under no duty to inform the User in such event.

5. BLIND AUCTION

5.1 The User can buy one or more Goods by tender. The User submits one or more specific tenders for one or more Goods.

5.2 Every tender is expressed in Euro, exclusive of VAT. Administrative costs and commission fees are borne by the User.

5.3 Solaf BV is under no obligation to accept a tender submitted by the User. If Solaf BV accepts the tender, the Contract is concluded.

5.4 Every tender is binding and permanent. The User cannot revoke the tender, unless with prior and written consent by Solaf BV.

5.5 Solaf BV has the right to, as it wishes and without an obligation to provide a statement of reasons which led to the decision, refuse a tender, for example if it suspects that the tender was invalidly or deceitfully placed. Solaf BV is under no duty to inform the User in such event.

6. PRICE

6.1 Prices to be paid by the User under the Contract are expressed in Euro and exclusive of VAT. Prices for additional services mentioned in the price list are exclusive of shipping costs and are subject to change.

6.2 Taxes, duties and/or charges, whatever their nature, in relation to the Goods delivered or the delivery of those Goods, including taxes or duties that would be introduced after the conclusion of the Contract, are fully borne by the User.

6.3 Banking charges and exchange charges are exclusively borne by the User.

7. PAYMENT

7.1 In case of conclusion of the Contract between the User and Solaf BV, the User has to pay the price in full within the applicable term of payment and on the bank account specified on the proforma invoice. The User has to pay (i) the price of the Good, (ii) the VAT due, (iii) administrative costs and commission fees and (iv) potentially extra costs if the User has opted for additional services. Payment will only be accepted via bank transfer.

7.2 For compliance reasons, Solaf BV can only accept payment received from a bank account in the same name and with the same address as the Client’s official registered name and address which appears in the official documents submitted by the Client during Registration. At Solaf BV's sole discretion and without the Client’s right to appeal, any portion of a payment received from an account bearing a different name or address than the Client’s official name and address may either

a. be refunded to the account from which it was received, in which case Solaf BV may choose, at its sole discretion, to withhold any portion of this payment as a deposit until full payment has been received from an account Solaf BV judges to be acceptable

b. be accepted after additional details were requested, received and judged acceptable by Solaf BV

7.3 Billing and all related payment notifications (including late payment notifications) are done electronically in the User’s eCarsTrade account, as accepted by the User. The User is bound to take all precautionary measures regarding the receipt and safekeeping of the electronic bill and all related payment notifications.

7.4 The User has the possibility to opt for a physical copy of the bill. An additional cost of 30 (thirty) Euro will then bе charged by Solaf BV.

7.5 In case of late payment or default of the duty to pay, starting from the seventh day after the end of the applicable term of payment, the User is obliged to pay fee. The amount of the fee is 0.075% of the value of the Goods, exclusive of VAT, with a minimum amount of 10 (ten) Euro multiplied by the number of days of late payment. Delivery of the Good(s) will not be initiated until the payment of the fee. The amount of the fee will be calculated and added to the relevant unpaid bill.

7.6 In case of late payment or default of the duty to pay starting from 30 days after the end of the applicable term of payment, the amount owed by the User is automatically increased by 10 (ten) percent, with a minimum amount of 500 (five hundred) Euro. It is also increased by default or late-payment interests, without prejudice to the right of Solaf BV to claim more damages to cover proven damage. The amount of the fee will be calculated and added to the relevant unpaid bill.

7.7 In case of default of payment of a bill on the due date, every immature debt owed by the User automatically, and without formal notice, becomes due and can be claimed. In this event, Solaf BV reserves the right to suspend the execution of all orders without prior formal notice and without this suspension giving rise to a claim for damages.

7.8. In case of late payment or default of the duty to pay, Solaf BV has the right to hinder collection of any orders until the open late paid transaction(s) is (are) closed. In particular, Solaf BV reserves the right to withhold documents, keys, etc. of the paid Goods in case of non-payment for other Goods.

7.9 In case of late payment or default of the duty to pay, Solaf BV has the right to repudiate the Contract with the User with immediate effect and without judicial authorization. Solaf BV has to notify the User by e-mail or by registered letter. If the Contract is terminated under this provision, 15 (fifteen) percent of the total value of the Good, exclusive of VAT and with a minimum amount of 500 (five hundred) Euro, is due as damages by the User. If the actual damage suffered is higher than this amount, Solaf BV can claim more damages.

7.10 Solaf BV reserves the right to keep the security deposit paid as a fee/penalty for the late payment or any other infringement of the Contract and / or cancellation of the Contract or withhold a partial amount from other paid orders proportionally to the late / non-paid transactions.

7.11 Solaf BV reserves the right, in its sole discretion, to refer the User’s debt(s) to a debt collection agency which is entitled to conduct debt recovery under Belgian law.

8. DELIVERY

8.1 Solaf BV takes the obligation to transport the Goods from their place of origin to the collection points in Belgium defined by Solaf BV and designated in the electronic bill. Solaf BV reserves the right to decide how to organize this transport and bears related transportation costs.

8.2 Transport to the collection points in Belgium is initiated only after the electronic bill has been paid in full. The indicated transportation term is not binding. Solaf BV cannot be held liable in case of late delivery of Goods to the collection points. Parties agree on a new delivery date in case of late delivery.

8.3 If the User intends to export the car outside the EU, Solaf BV reserves the right to claim a pledge as high as the VAT-values of the Goods. This pledge is refunded upon receipt of the EX-1 or EX-A documents, which require approval by the customs.

8.4 If Solaf BV fails to deliver the Good(s) to the collection point within 40 (forty) days after payment, the User has the right to terminate the Contract with Solaf BV. The User has to notify Solaf BV by e-mail or by registered letter. Solaf BV will pay the sale price as a refund and sole compensation in this event.

8.5 Transfer of risks of loss or damage to the Good sold happens at the start of delivery at the latest.

8.6 The User who wishes that the Goods are transported to another place than the collection point, bears the transportation costs.

8.7 Solaf BV will release the Good after the registration documents for the Good are available at its premises (the type and number of documents may vary depending on the country of origin of the Good). The Client can pick up the Good before Solaf BV receives the registration documents for the Good at its own risk of further documents delivery. Solaf BV is not liable for documents loss in case the Client decides to pick up the Good before the documents are delivered to the premises.

9. RESERVATION OF TITLE

9.1 Solaf BV holds the property title of the goods, even after delivery, until payment in full by the User.

10. COLLECTION OF GOODS

10.1 The User is to collect the Good(s) he bought on the time and at the place agreed upon. This place is mentioned in the bill.

10.2 Solaf BV will provide a mandate for the User in order to collect the Good(s). Only the person who possesses a mandate can collect the Good(s). Solaf BV has the right to verify the identity of the User or the person who acts on his behalf.

10.3 If the User is unable to take the physical custody of the Good(s) upon delivery date, Solaf BV will charge a supplementary storage expenses of 15 (fifteen) Euro per day. The Good(s) will be delivered upon the payment of storage expenses.

11. CANCELLATION

11.1 The User can propose to terminate the Contract within 2 (two) working days of conclusion. Solaf BV has the right to refuse this proposal.

11.2 If Solaf BV accepts the proposal for termination of the Contract, the User has to indemnify Solaf BV for a sum equal to 15 (fifteen) percent of the total value of the Good(s), exclusive of VAT, and with a minimum cap of 500 (five hundred) Euro. Solaf BV reserves the right to keep the security deposit as penalty for the cancellation of the Contract.

11.3 The proposal for termination of the Contract is submitted to Solaf BV by e-mail or registered letter within 2 (two) working days after the conclusion of the Contract. Proposals submitted afterwards are invalid.

12. LIABILITY

12.1 Solaf BV is not liable for indirect or unusual damage, regardless its origin or way of manifestation. Solaf BV can consequentially not be held liable for loss of income, loss of profit, loss of goodwill, etc.

12.2 Solaf BV cannot be held liable for damage resulting from or relating to misconduct of third parties, including fraud, vandalism, etc.

12.3 Notwithstanding the cause of damage the liability of Solaf BV is limited to a maximum amount of 5,000 (five thousand) Euro.

12.4 The User accepts the Good(s) as he finds it/them, excluding a claim against Solaf BV for obvious and visible flaws. Solaf BV is not liable for any claims regarding Good’s details (damage, lamp, option, etc) clearly showed in published photos or mentioned in the list of unaccepted complaints on Quality compliance page on eCarsTrade: ecarstrade.com/quality-compliance.

12.5 Solaf BV can only be held liable for latent defects within 2 (two) working days after the collection of the Good(s) by the User from Solaf BV if (i) the car has not covered a distance of more than 50 (fifty) kilometers since collection, and (ii) the User has not modified the car since collection for an amount exceeding 200 (two hundred) Euro. The liability for latent defects is limited to the defects that are not listed in the list of uncovered latent defects available on eCarsTrade. The User waives the right to compensation for losses and claims related to latent defects of the Good(s) to Solaf BV, if the User has not informed Solaf BV about latent defects within 2 (two) working days after the receipt of the Good(s) by the User from Solaf BV, together with a detailed description of the defects. The liability of Solaf BV is limited to bringing the good(s) in accordance with the specifications of the Contract.

12.6 Solaf BV cannot be held liable for late performance or default of its obligations in cases beyond its control or force majeure. Solaf BV notifies the User in such event in writing and without delay, possibly through a notification on eCarsTrade. All obligations of Solaf BV are delayed during this period, without a possible claim for damages by the User.

12.7 Solaf BV can in no instance be held liable for non-compliance with statutes, acts or regulations in force in the country of acceptance. The User expressively safeguards Solaf BV against any such claims.

12.8 Solaf BV does not guarantee a safe use of its website, free of viruses, malware, and/or other harming elements or programs, nor does it guarantee that hyperlinks on its website to other sites are free of viruses or such elements. Solaf BV does not take responsibility in this regard. Hyperlinks to different websites do not entail a guarantee to the contents of eCarsTrade.

12.9 Solaf BV is not bound by typographical or material errors on eCarsTrade and has the right to correct such errors.

12.10 The User accepts the limits to the liability of Solaf BV as set out in this paragraph without reservations.

13. INTELLECTUAL PROPERTY

13.1 Texts, photo’s, drawings, pictures, data, names, business names, domain names, trademarks, logos and other components of eCarsTrade are protected under intellectual property rights law and are owned by Solaf BV or third parties.

13.2 It is prohibited to save, reproduce, modify, distribute, make public, send, or sell the data offered, or to transfer rights regarding this data to third parties or transfer them in any other way, without prior, express and written consent by Solaf BV, on pain of damages.

14. PRIVACY

14.1 The information entered during the registration process or use of eCarsTrade is essential to correctly process and send orders. Information that is, partial or in whole, incomplete can result in an invalid order. The User is exclusively liable for this.

14.2 Information provided by the Client, including company and individual documents, are required by Solaf BV only for internal use, eventual financial control, for compliance with legal obligations of Solaf BV, or for protection of rights and legitimate interests of the Solaf BV.

14.3 Personal data and information asked by Solaf BV are treated in accordance to the 'Law of 30 July 2018 on the protection of natural persons with regard to the processing of personal data' (Dutch: ‘Wet van 30 juli 2018 betreffende de bescherming van natuurlijke personen met betrekking tot de verwerking van persoonsgegevens’). The User has a right to access, control, correct and delete these data. Personal data is not made public or transferred to third parties.

14.4 User’s personal data are processed in accordance with the Personal Data Protection Policy published on the website: https://ecarstrade.com/privacy-and-cookies-policy#data-we-collect, the provisions of which comply with Regulation (EU) 2016/679.

15. TERMINATION OF THE CONTRACT

15.1 Solaf BV has the right to put an end to all current orders without delay, prior notification or payment of damages, by registered letter to the User, if: • the User fails to perform any obligation and still is in default after 15 (fifteen) calendar days after dispatch of a registered letter of formal notice. Solaf BV can still claim payment of the full sum, increased with interests and lump-sum damages, • the User files a petition for bankruptcy, is summoned in default, goes in liquidation, commences proceedings under the Belgian WCO-law (Dutch: ‘Wet Continuïteit Ondernemingen’), or if the User is in a similar factual or legal situation.

16. MISCELLANEOUS

16.1. Agents, employees or others appointed to represent the User are presumed to act in the name and on behalf of the User.

16.2. The (partial) annulment or (partial) nullity of one or more provisions of these GT&C does not entail the nullity of the whole GT&C. The Parties are bound to renegotiate a void(able) provision in good faith to reach agreement on a new clause that is in line with the spirit of these GT&C.

16.3. Only the Dutch version of these GT&C is authentic and legally binding. Any other languages are mere translations, in case of conflicts the Dutch version shall prevail. Solaf BV cannot be held liable for errors in translation between versions.

16.4. Solaf BV reserves the right to limit the access of the Users on eCarsTrade without notice and further explanations.

17. CONFLICTS

17.1. These GT&C are governed by and construed in accordance with Belgian law. Belgian Law also governs any conflict originating in the use of eCarsTrade and its content and/or in the sale, delivery and/or use of a Good. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded. The justice of the peace court (Dutch: ‘Vredegerecht’) of Leuven and the courts of the district of Leuven have exclusive jurisdiction.