GENERAL CONDITIONS APPLICABLE TO PUBLIC SALES OF USED VEHICLES ORGANIZED BY S.A. D'IETEREN LEASE N.V.
1. Sales organization
1.1 S.A. D'Ieteren Lease N.V. ("DIL") organizes public sales of used vehicles, mainly Volkswagen Group brands, exclusively intended for professional buyers (the "Customer"), either in the form of auctions, organized at the rate of one or two sessions per week, excluding vacation periods (Christmas, Easter), or in the form of fixed-price sales. These sales are governed by the present terms and conditions ("Terms and Conditions"), to which potential buyers must expressly consent before participating.
Participation in public sales organized by DIL constitutes the Customer's unconditional acceptance of these General Terms and Conditions. The Customer agrees to waive his own general and special conditions, even if they provide that only his general conditions may apply, and even if these conditions have not been contested by DIL.
1.2 Vehicles sold by auction are sold to the highest potential bidder, with the option of a higher bid if applicable, without prejudice to the possibility of DIL setting a reserve price.
Vehicles sold at a fixed price will be allocated to the first potential buyer who accepts the offer at the fixed or defined price.
1.3 These Terms and Conditions constitute the entire agreement between DIL and the Customer with respect to the subject matter hereof and supersede all prior representations, negotiations, understandings, agreements and undertakings, whether written or oral, with respect to the subject matter hereof.
1.4 The Customer expressly acknowledges having read, understood and accepted all of these General Terms and Conditions. In particular, the Customer accepts the principles relating to vehicle information, warranty, conformity, claims and liability, as set out in articles 9, 11 and 12 of these General Terms and Conditions.
1.5 The Customer acknowledges and accepts that he is acting as an automotive professional with a thorough knowledge of the used car sector and the typical problems of used cars and the used car trade.
1.6 Vehicles for sale can be viewed on the http://www.vdfinremarketing.be website.
2. Submission of bids by potential buyers
2.1 Bids may only be submitted by professional car dealers and authorized car dealers registered as such.
2.2 Offers may be submitted by e-mail or directly on the http://www.vdfinremarketing.be/ website. Each offer must be submitted by a person authorized to validly represent and legally bind the prospective buyer's company.
2.3 In the case of vehicles sold by auction, bids must be submitted to DIL no later than 9 a.m. on the day of the sale. Each bid is expressed in euros, exclusive of VAT, and is binding and permanent on the Customer.
2.4 Tenders must contain the following information:
(a) for bids submitted by e-mail :
- Name, registered office address and VAT number of potential buyer
- Billing address and country
- Vehicle location number in list
- Make, model and type of vehicle concerned
- Suggested price, excl.
(b) for bids submitted on the http://www.vdfinremarketing.be/ website:
- Proposed price, exclusive of VAT (or inclusive of VAT in the case of VAT on the margin)
The Customer warrants that all information and/or documents provided are correct, complete and valid. Notwithstanding clause 2.5 below, the Customer acknowledges and accepts that DIL assumes no responsibility for the verification of information and documents provided by the Customer.
2.5 DIL has the right at any time to verify the accuracy of the information contained in the documents submitted. If such verification reveals the inaccuracy of the information and/or the invalidity of the documents, DIL reserves the right, without prejudice to its other rights and remedies under these General Terms and Conditions or otherwise, to reject any offer (whether already accepted or not).
2.6 DIL is not liable for any damage suffered by the Customer as a result of the suspension, blocking or refusal of access to the http://www.vdfinremarketing.be/ website.
2.7 The Customer acknowledges and accepts that DIL reserves the right to block the Customer's participation in offers without prior notice, for a fixed or indefinite period (i) in the event of a breach of these General Terms and Conditions by the Customer; or (ii) in the event of fraudulent practices by the Customer; (iii) for any other reason and at DIL's discretion; and without entitling the Customer to any form of compensation.
2.8 The Customer may only revoke its offer with the prior written consent of DIL. DIL has the right, at its discretion and without obligation to state reasons, to reject any offer if it suspects that the offer is invalid and/or misleading. In this case, DIL is not obliged to inform the Customer.
2.9 If the Customer submits several offers for the same vehicle, only the Customer's highest offer will be taken into consideration by DIL.
2.10 DIL shall not be liable for any loss and/or damage suffered or incurred by the Customer as a result of or in connection with any decision by DIL not to accept, cancel or proceed with any auction or bid at any time.
3. Order confirmation
3.1 Potential buyers whose offer(s) have been accepted will be informed by DIL of the allocation of the vehicle(s) concerned, by sending an order confirmation for the vehicle(s) concerned (the "Sale"). This confirmation will be sent by e-mail, at the latest on the working day following the Sale. Non-receipt of an order confirmation within this time limit implies the non-allocation of the vehicle concerned to the potential buyer and consequently the non-production of a Sale.
3.2 For each vehicle sale, an administrative fee of 85,- € excluding VAT will be charged. Within 24 hours of the order confirmation, the customer will receive a payment notice with a structured communication to make the payment for the vehicle(s). The order confirmation includes details of the vehicle sold, the agreed price and the administrative fee, excluding VAT.
4. Prices and payment
4.1 All prices are quoted in euros, unless otherwise stated in the order confirmation. The customer bears the risk of variations in exchange rates. Prices are exclusive of VAT and other taxes, import duties and levies. Taxes, duties and/or levies of any kind relating to the vehicles delivered or to the delivery of such vehicles, including taxes or levies introduced after the conclusion of the sale, shall be borne entirely by the Customer.
4.2 The allocation of a vehicle gives rise to the dispatch of the order confirmation and a payment notice referred to in article 3.1. The dispatch of the payment notice asks for order of confirmation to be paid as soon as possible and within 8 working days at the latest. Payment must be made by (international) bank transfer to bank account 001-8460963-20, IBAN: BE28 0018 4609 6320, Swift: GEBABEBB36A, opened in the name of S.A. D'Ieteren Lease N.V. in the books of Fortis Bank, quoting the structured communication number shown on the payment notice for the vehicle concerned. In the event of global payment for a batch of vehicles, it is important to include the structured communication for the batch of vehicles shown on the payment advice for the batch.
Customers will receive reminders after 4 and 7 working days with a statement of the vehicles they have purchased and not yet paid for. In the event of non-payment within 8 working days, DIL will contact the purchaser for a final reminder. In the event of non-payment of the vehicle(s) within 4 working days of the contact, the sale(s) will be terminated ipso jure without further notice by DIL. After 3 cancellations of order(s) following non-compliance with payment deadlines, DIL has the right to block access to the "www.vdfinremarketing.eu" sales platform.
Invoices for fines and fees due by the Customer under the General Terms and Conditions are issued monthly and are payable by transfer to the account referred to in paragraph 1 of this article, with the invoice number serving as notification.
4.3 Payment shall be made by the legal entity mentioned in the accepted offer with the structured communication shown on the payment notice or batch, by bank transfer to the account indicated by DIL on the invoice. Bank charges are at the Customer's expense. Cash payments are not accepted by DIL.
4.4 The Customer acknowledges and agrees that invoicing will be by electronic invoices and that it will not receive printed invoices. The Customer acknowledges and agrees that it is responsible for complying with all legal requirements applicable to the receipt and storage of electronic invoices.
4.5 Without prejudice to DIL's rights and remedies under these General Terms and Conditions, by law or otherwise, if payment is not credited to DIL's bank account within the applicable payment period, DIL shall be entitled, without prior notice, to cancel the customer's order within 12 working days after order confirmation.
4.6 The Customer is not entitled to set off any claims it has or claims to have against amounts it owes to DIL. DIL is entitled to set off payments made by the Customer in the following order: (i) to set off amounts outstanding in respect of a previous transaction between DIL and the Customer, (ii) to settle charges and interest and (iii) to set off the principal amount.
4.7 Vehicles sold to another member state of the European Union (extra community) may be subject to zero-rated VAT. The Customer is responsible for completing all formalities to benefit from the zero rate. If the zero rate is not accepted by the tax authorities for any reason whatsoever, the Customer will indemnify DIL against any claim in this respect. For such sales, the Customer shall pay DIL a VAT deposit corresponding to 21% of the agreed sales price.
5. Delivery against payment "Transfer of ownership
5.1 The allocated vehicle will be delivered to the Customer and the transfer of ownership will take place subject to the Customer fulfilling all the cumulative conditions below:
a. Full payment of the price agreed in the accepted offer, in accordance with the provisions of article 4 of these General Terms and Conditions.
b. Payment of all costs related to the Sale.
c. For sales outside Belgium, presentation of a document proving that transport of the vehicle has been organized on the buyer's initiative, such as CMR, international merchant's plate, bill of lading.
5.2 For sales outside the EU, the return of the customs document (EX1), validated by the last customs post passed on EU territory, will enable the VAT deposit to be refunded.
Insofar as this is necessary, it is specified that the Customer who does not meet all the conditions listed in article 5.1 will not be authorized to withdraw the vehicle granted to him, which remains the property of DIL.
5.3 Each auctioned vehicle must be (i) paid for as soon as possible after the notice of payment has been sent and at the latest within 8 working days by the Customer and (ii) collected by the Customer within 8 working days for customers from the date on which the notice of payment is sent, subject to the conditions set out in article 5.1. In order to speed up collection formalities, Customers are advised to inform DIL as soon as possible of the possible collection date for the vehicle(s) concerned.
6. Transport
6.1 The Customer acknowledges that he has been instructed by DIL to organize the transportation of the vehicle(s) assigned to him. The Customer undertakes not to transfer the organization of transport to a third party to whom he/she subsequently sells the vehicle(s) concerned.
6.2 The vehicle is available for collection only on the later of (i) the time when the total price (including administrative fee and applicable import or export duties) has been transferred to DIL's bank account in accordance with clause 4 ; and (ii) the issuance of the Vehicle Collection Authorization Documents ('Vehicle Collection Authorization Document' = collection certificate to be filled in manually by the Customer's appointed carrier driver).
6.3 The Customer acknowledges and agrees that DIL reserves the right to refuse delivery of the vehicle(s) to the Customer (or the Customer's carrier, if applicable) at any time if the Customer (or the Customer's carrier, if applicable) is unable to produce the necessary Vehicle Collection Authorization Documents. The Customer shall be fully liable for any loss suffered by the Customer, DIL or any third party due to the absence of a valid Vehicle Collection Authorization Documents.
6.4 The Customer must recover (or have recovered) the vehicle and transport it no later than 4 working days after receipt of the Vehicle Collection Authorization Documents (or within a shorter period if specified on the Vehicle Collection Authorization Documents).
If the Customer does not respect the above-mentioned deadline, DIL will charge €10/day/vehicle beyond 12 working days after payment has been received. In the event of failure to collect after 17 working days following receipt of payment, DIL will invoice the Customer €20/day/vehicle.
6.5 If the Customer (i) does not collect the vehicles or part thereof within 30 working days after payment of the invoice; or (ii) does not make full payment of the invoice within twelve (12) days of the invoice date in accordance with article 4 of these General Terms and Conditions and/or (iii) notifies DIL in writing that it will not pay for and/or collect the vehicle(s), DIL shall be entitled to terminate all or part of the Sale in accordance with article 4.2 at the Customer's expense. As long as DIL has not exercised its right of termination, the Customer is not released from its obligation to remove and/or pay for the vehicle(s) and to reimburse DIL for storage costs in accordance with article 6.4 of these General Terms and Conditions.
6.6 The inspection of the vehicle(s) shall be carried out by the Customer or his contractor upon delivery or collection of the vehicle(s). In doing so, the Customer must ensure that the vehicle(s) conform(s) to the DIL vehicle description (including the damage report). When carrying out this examination, the Customer must at all times take into account (i) the fact that he/she has purchased a used vehicle; (ii) the mileage of the vehicle(s); and (iii) the date of first registration of the vehicle(s). Defects or damage to parts of the vehicle(s) do not entitle the Customer to refuse a vehicle. The Customer is a professional Customer and undertakes to inspect the vehicle(s) carefully on delivery or to entrust the inspection to a third party with the technical knowledge required to carry out the inspection. DIL cannot be held responsible for damage or visible defects which have not been identified by DIL and the Customer (or a third party collecting the vehicle(s) on the Customer's behalf) at the time of collection of the vehicle(s). If DIL and the Customer are unable to agree on compensation for damage or visible defects identified during the inspection, DIL has the right to terminate the Sale with the Customer in writing.
6.7 As security for the payment of past and present claims which DIL has or may have against the Customer, DIL may exercise a right of pledge and DIL shall benefit from a right of pledge on all vehicles of the Customer which DIL owns or will acquire and on all vehicles which DIL owes to the Customer.
6.8 All vehicles made available in accordance with this clause 6 of these General Terms and Conditions remain the property of DIL until the Customer has fulfilled all payment and collection obligations, even if DIL has authorized the removal of the vehicles prior to receipt of full payment in derogation of this clause. The Customer is not entitled to alienate, pledge, encumber or modify the vehicles before the transfer of ownership takes place. If third parties seize or seek to seize items subject to retention of title or assert a right over them, the Customer shall immediately notify DIL in writing and provide DIL with a copy of all relevant documents relating to the seizure.
6.9 The risk of loss, damage or depreciation of the vehicle(s) is transferred to the Customer at the earliest upon (i) collection of the vehicle by the Customer or (ii) delivery of the vehicle to the destination specified by the Customer. The Customer accepts that vehicles need not necessarily be stored under cover.
7. Transfer of risk
The risks of any kind associated with a licensed vehicle are transferred to the purchaser at the earliest of the following: either the transfer of ownership to the purchaser in accordance with article 5.1, or the expiry of the collection period referred to in article 5.3.
8. Vehicle documents
8.1. Execution within the Community
8.1.1. In the case of an intra-Community delivery, the Customer must submit to DIL all required supporting documents and Transport Documents relating to the vehicle(s) and the country of destination duly completed. “Transport Documents” = all duly and fully completed transport documents required in connection with and necessary to prove the transport of the vehicle(s) from one place to another, including, without limitation, the CMR consignment note, export documents or proof of delivery.
8.1.2. The Customer acknowledges and agrees that in the event that DIL reasonably doubts the validity or completeness of the Transport Documents submitted by the Customer, DIL reserves the right to hold the Vehicle Documents until the Customer submits valid supporting documentation and DIL will only deliver the Vehicle Documents once DIL has received the correctly completed Transport Documents and supporting documentation. “Vehicle Documents” means all official documents relating to the vehicle(s) (including, but not limited to, Certificate of Compliance and Inspection Documents).
8.2. Export
8.2.1. In the event of export (delivery and transport outside the EU), the Customer must submit to DIL all required and duly completed proofs and transport Documents concerning the vehicle(s) and the country of destination (= “Export Document”).
8.2.2. In the event of export, pending transfer and receipt of the necessary Export Document, DIL requires payment of a guarantee as stipulated in clause 4.7 of these General Terms and Conditions. The amount of the guarantee will be indicated separately on the order confirmation.
8.2.3. Upon receipt by DIL of the necessary supporting documents and Export Documents proving that the order is considered an export for VAT purposes, the amount of the guarantee will be refunded to the Customer's bank account and the order will be invoiced to the Customer without VAT.
8.3. Except in the case of fraud or wilful misconduct on its part, DIL shall not be liable for any loss suffered or incurred by the Customer (including, but not limited to, the inability to register the vehicle) as a result of missing or incomplete vehicle documentation.
8.4. DIL will send the vehicle documents to the Customer's country of VAT registration upon receipt and validation of the proof of delivery of the vehicle(s) and upon receipt of the full purchase price. The Customer remains fully responsible for the correct declaration of the purchase to the authorities. Under no circumstances may DIL be held liable for any error, fault or omission on the part of the Customer concerning applicable taxes (VAT or any other tax).
8.5. DIL will send the Customer the required documents and certificates by post after receiving the signed collection documents (or, where applicable, a CMR consignment note) from the Customer. The Customer will check or will have checked that he has received all the necessary documents (concerning the vehicle). If the subsequent sale of the vehicle(s) by the Customer requires regulatory approval or the express consent of the manufacturer in the country where the Customer sells or intends to sell the vehicles, the Customer shall be solely responsible for obtaining such approval or consent. Permission to market a vehicle purchased from DIL in any country is neither implied nor presumed. DIL will provide the Customer with a redacted copy of its supplier's invoice for the vehicles, if ordered to do so by a court or governmental authority.
8.6 To the extent permitted by law, without prejudice to clause 13, and except in cases of fraud or intent, DIL shall not be liable for any loss and/or damage suffered or incurred by the Customer as a result of or in connection with any inaccuracy or incompleteness of information about the Vehicle (including, but not limited to, mileage, damage, technical errors, additional options, color, year of manufacture, date of first registration, etc.).
9. Warranties
The vehicles are sold in the state in which they are and behave, to the best of the Customer's knowledge, without any other warranties and in particular without any warranties of hidden defects on the part of DIL other than those to which the latter is bound, where applicable, by virtue of the public policy provisions of Belgian law.
10. Communications
Any notification to S.A. D'Ieteren Lease N.V. concerning the application of these General Conditions must be made to the attention of the persons and addresses below:
- By post: VDFin Used Cars Remarketing, Leuvensesteenweg 679, B-3071 Kortenberg
- By e-mail : remarketing@vdfin.be
11. Limitation of liability
11.1 To the extent permitted by law, subject to clause 11.3, DIL's total liability for direct damages shall in any event be limited to 10% of the order price quoted by the Customer or EUR 10,000, whichever is greater.
11.2 To the extent permitted by law, DIL shall not be liable for indirect or consequential damages of any kind, including, but not limited to, business interruption, third party claims and loss of profits, anticipated savings or goodwill.
11.3 Neither party may exclude or limit its liability for (i) its own fraud or wilful misrepresentation; and/or (ii) any liability which cannot be excluded or limited under applicable law (in which case the relevant party may not exclude or limit its liability to the extent that such exclusion or limitation is not permitted under applicable law).
11.4 To the extent permitted by law, DIL expressly excludes all liability for losses arising from or related to fraud by third parties (including, but not limited to, mileage, margin status and/or chassis number fraud).
11.5 DIL is not bound by typographical or material errors on its website and has the right to correct such errors.
11.6 The Customer agrees to indemnify DIL and hold DIL harmless against any third party claim relating to the vehicles supplied by DIL to the Customer, including warranty claims by the Customer's Customers.
11.7 - The Customer acknowledges that only DIL may be held liable in connection with the Sale. The Customer waives all claims or proceedings, judicial or extra-judicial, contractual, extra-contractual or otherwise, against DIL's individual auxiliaries (an auxiliary is defined as any individual or legal entity entrusted by DIL with the performance of all or part of the obligations arising from the Sale. This includes: employees, subcontractors, independent service providers, directors (legal or de facto), representatives)). Compensation for damage caused in the performance of the Sale by an auxiliary of DIL may only constitute grounds for contractual recourse against DIL and not grounds for recourse in extra-contractual liability against the auxiliary, even if the event causing the damage also constitutes an extra-contractual fault.
- The Customer acknowledges that compensation for damage caused by DIL or its auxiliaries as a result of non-performance of a contractual obligation contained in the Sale or arising therefrom is governed, to the extent permitted by law, exclusively by the rules of contract law, even if the event giving rise to the damage also constitutes an extra-contractual fault.
12. Compliance and complaints
12.1 Upon delivery of the vehicle, the Customer shall inspect or have inspected the vehicle and ensure that the vehicle conforms to the vehicle description in accordance with clause 6.6. During this inspection, the Customer must at all times take into account (i) the fact that he has purchased a used vehicle; (ii) the mileage of the vehicle; and (iii) the date of first registration of the vehicle. Defects or damage to parts of the vehicle do not entitle the Customer to reject the vehicle in its entirety.
12.2 Complaints concerning the vehicle(s) must be made by e-mail to remarketing@vdfin.be and, in respect of any defects or damage which would be apparent on reasonable inspection (inspection) at the time of delivery, must be noted on the collection document or CMR and/or consignment note. With regard to any hidden defect or damage, the Customer must notify DIL at the latest before the expiry of a period of three (3) calendar days from delivery, or (ii) the Customer has travelled a maximum of fifty kilometers (50 km) from delivery of the vehicle.
12.3 All claims must be firmly supported by all documents necessary to enable DIL or a third party to establish the non-conformity of the vehicle(s). In the case of external damage, the Customer must provide clear photographs and an estimate of the value of the damage(s). For technical problems, the Customer must submit to DIL, as soon as possible (and in no case later than one (1) week after the complaint has been lodged), a document from an official VW Group dealership or workshop describing the technical damage and the identification numbers of the spare parts required.
13. Intellectual property rights
13.1 The texts, images, drawings, photographs, data, names, company names, domain names, trademarks, logos and other elements visible on the site are protected by intellectual property law and are the property of DIL or its information providers.
13.2 It is forbidden to store, reproduce, modify, distribute, make public, transmit or sell the data offered, or to transfer the rights relating to these data to third parties or to transfer them in any other way, without the prior, express and written agreement of DIL, under penalty of damages.
14. Privacy policy
Personal data relating to the identification of (potential) Customers are processed by S.A. D'IETEREN LEASE N.V., Leuvensesteenweg 679, 3071 Kortenberg, for the purposes of carrying out the Used Car Remarketing activity; they may be communicated to companies in the D'Ieteren Group. (Potential) Customers are entitled to consult and correct their own data, in accordance with the notification information available at the following https:address: //www.vdfin.be/loginfr/fr/footer/privacy-notice.aspx.
15. Force majeure
15.1 DIL is not obliged to fulfil its obligations if and to the extent that it is prevented from doing so by circumstances beyond its control. Such circumstances include, without limitation, fires, explosions, natural disasters and extreme weather conditions such as floods, blizzards and earthquakes, as well as, for example, armed conflicts, war and terrorism, riots, lock-outs, strikes and lock-outs, epidemics, pandemics, diseases, fires, changes in transportation rates, customs tariffs, government measures in general, injunctions, late delivery by DIL's supplier or cancellation of orders by DIL, etc. injunctions, late delivery by DIL's supplier or cancellation of orders by DIL's supplier, strike at such supplier or its bankruptcy, or refusal of delivery by DIL's suppliers, labor shortage, fuel shortage, destruction of machinery, or relevant change in applicable legislation or tax policy, etc.
15.2 If DIL has already partially fulfilled its obligations under the contract with the Customer when a situation of force majeure prevents it from fulfilling its other obligations, or if the situation of force majeure only partially affects the Customer's order, DIL will carry out the order as far as possible. In doing so, the Customer is obliged to pay for and collect the vehicles made available in accordance with article 4 of these General Terms and Conditions.
15.3. If, after acceptance of the order, DIL is faced with a change in circumstances beyond its control (including, but not limited to, the circumstances mentioned in clause 15.1 of these General Terms and Conditions) which affects the purchase price of the vehicles ordered by the Customer by more than ten (10) % or affects the delivery period by more than three (3) months, DIL may contact the Customer to propose a modified price for the vehicle(s) affected by such circumstances and/or modified delivery periods. If the Customer does not accept the new price or delivery terms proposed by DIL under this provision, DIL and the Customer have the right to terminate the contract without compensation by written notice insofar as it relates to the vehicle(s) affected by the changed circumstances.
16. Miscellaneous provisions
16.1 DIL is entitled to terminate all or part of the contract if the Customer files for bankruptcy, goes under creditor protection (e.g. in the event of judicial reorganization), if the Customer is dissolved or a substantial part of its assets are seized, or if DIL has reasonable grounds to believe that the Customer is unable to pay for the order. In such a case, DIL's claims against the Customer shall become immediately due and payable.
16.2 The Customer may not assign these General Terms and Conditions or any rights and obligations arising hereunder to any other party without the prior written consent of DIL. DIL has the right to transfer these General Terms and Conditions, in whole or in part, or any rights and obligations arising from these General Terms and Conditions, to a third party as part of a corporate reorganization, including, but not limited to, a merger and/or acquisition.
16.3 The Customer is aware that DIL is a merchant who depends on external suppliers and market conditions for deliveries to its Customers. DIL has no control over delivery times or suppliers.
16.4 The rights and remedies of either party under or in connection with these Terms and Conditions may only be waived by express written notice to the other party. Any waiver shall apply only in the case and for the purposes for which it is issued.
16.5 If any provision of these Terms and Conditions is held to be invalid or unenforceable, such provision shall be deemed to be unwritten and shall not invalidate the remaining provisions.
17. Applicable law and jurisdiction
These General Terms and Conditions are governed exclusively by Belgian law and must be interpreted in accordance with that law. Any dispute relating to the application or interpretation of these General Terms and Conditions which cannot be settled amicably between the parties shall be submitted to the courts of Brussels.
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