General Terms & Conditions of Stockcoach Automotive Marketplace NV

Version: November 2024

1. These are the general terms and conditions of Stockcoach Automotive Marketplace NV (“S.A.M.”), registered in the Belgian Crossroads Bank for Enterprises under number 1014601291, RPR Leuven (Belgium), with its registered office at 3300 Tienen (Belgium), Grijpenlaan 19, VAT BE1014601291.

2. These general terms and conditions exclusively apply to all offers made by S.A.M., to its quotations, to all contracts, and to every commercial relationship between S.A.M. and its customer (whether prospective or not) ("Customer"), as well as to S.A.M.'s invoices. The possible general and/or special terms and conditions of the Customer are explicitly excluded and will not apply to the relationship between the Customer and S.A.M., even if they contain provisions that relate to a part of the collaboration not covered in these general terms and conditions.

3. S.A.M. exclusively serves businesses (B2B).

4. All prices provided by S.A.M. are in euros, unless expressly stated otherwise in writing. The prices of vehicles listed do not include any tax or duty levied on the sold items, nor delivery costs. Any additional costs, such as delivery charges, are displayed or communicated separately. S.A.M. cannot guarantee the prices of vehicles or related costs. The Customer understands that the prices partially depend on prices set by S.A.M.’s suppliers and/or service providers. S.A.M. reserves the right to unilaterally adjust prices, transport costs, and/or other charges if suppliers and/or service providers change their prices or due to legal changes. All payments must be made in euros by transfer to S.A.M.’s account as specified on its pro forma invoices and invoices, unless there is prior written agreement from S.A.M.. The Customer accepts that S.A.M.’s pro forma invoices and invoices are only sent electronically.

5. A contract with S.A.M. can be concluded in Dutch, French, German, Italian, Spanish, or English. However, for documents required by law or regulation, an original version in Dutch is always provided, given S.A.M.’s registered office location. The Dutch version always prevails over translations.

6. Before any obligation arises for S.A.M. in its relationship with a Customer, a pro forma invoice for the car(s) to be purchased will be drawn up and sent electronically to the Customer. The Customer confirms the order within 24 hours of receiving the pro forma invoice via the customer portal on S.A.M.’s website, or, if the Customer has no access to this portal, by signing the pro forma invoice and sending it to S.A.M. via email at b2b-market@stockcoach.io. The Customer commits to full payment within two (2) working days after receiving the pro-forma. A sales contract is concluded only after S.A.M. has received full payment of the pro forma invoice. In case of late or incomplete payment, the Customer shall automatically owe interest at a rate of 12% or at the rate in accordance with the Belgian law on payment arrears, whichever is higher, as well as a lump-sum indemnity per vehicle amounting to 5% of the price specified on the pro forma invoice, with a minimum of EUR 750.00 (excl. VAT) per vehicle, without prejudice to S.A.M.’s right to claim higher compensation if it suffers greater damage (in deviation from Art. 5.88, first paragraph of the Belgian Civil Code). S.A.M. may, in that case, sell the relevant vehicle(s) to third parties without any compensation to the Customer of any kind.

7. In deviation from Article 1583 of the old Belgian Civil Code, legal ownership of the items on S.A.M.'s invoices is transferred to the Customer only upon full payment of the price, costs, interest, indemnity, and all other financial charges. The Customer agrees to inform third parties of S.A.M.’s retention of ownership if necessary.

8. The delivery period provided by S.A.M. to the Customer is purely indicative. Exceeding this indicative delivery period can in no case give rise to any indemnity for the Customer. In the event of an abnormal delay, the Customer has the right to cancel the order by registered letter, provided S.A.M. has still not delivered within one month after being put on notice by registered letter.

9. Unless S.A.M. and the Customer have agreed otherwise in writing, purchased goods will be collected by the Customer at S.A.M.'s premises at the agreed time. The agreed time shall count as the moment of delivery by S.A.M.. The risks of loss or destruction of these goods are borne entirely by the Customer from the moment of delivery. For each item not collected at the agreed time, and in any case no later than seven (7) calendar days after S.A.M. sends its invoice, the Customer will automatically owe storage fees to S.A.M. of EUR 50.00 (excl. VAT) per day of delay, bearing in mind that the risks are borne by the Customer.

If S.A.M. and the Customer have agreed to delivery and transport by S.A.M., the risk of loss or destruction during transport will be borne by S.A.M.. Purchased goods are deemed delivered upon delivery at the agreed destination and time, after which all risks relating to the purchased goods are fully transferred to the Customer.

10. After S.A.M. receives the signed and stamped CMR document from the Customer, the vehicle documents and (if applicable: duplicate) keys of the purchased vehicle will be provided to the Customer. The absence of any vehicle documents or parts listed on the pro forma or invoice must be reported in writing within 48 hours of receiving the other documents and keys via email to S.A.M.. Upon expiry of this period without comment, S.A.M. is deemed to have provided all stated vehicle documents and/or parts related to the purchased item. Upon delivery, the Customer shall inspect the purchased items and verify that their quality matches the agreement. Any defects must be reported immediately at the time of delivery in writing to S.A.M. by specifying the defects on the CMR, waybill, or delivery document, before S.A.M. signs the document. Failing this, S.A.M. cannot be held liable for visible defects, and the purchased item is irrevocably and definitively accepted by the Customer. The use of the purchased or repaired items by the Customer after such a period implies irrevocable and definitive acceptance of any visible defects. S.A.M. reserves the right to reclaim the vehicle under the invoice conditions in case of non-conformity.

11. S.A.M. may at any time, even after bankruptcy, judicial reorganization, or any insolvency situation on the part of the Customer, offset mutual debts and claims between S.A.M. and the Customer. This setoff can be executed even if the debts and claims are not certain, fixed, or due, regardless of the form, currency, or object of the debts and claims. This setoff calculation is carried out in euros, with currency conversion if necessary at the Customer's expense.

12. S.A.M. has the right to terminate the contract with the Customer at any time, without notice or compensation, without prior court intervention, without prior notice of default, with immediate effect, and without payment of any compensation, in any of the following cases: (1) if the Customer, despite a prior written notice from S.A.M. with a term of at least 15 calendar days, fails to properly and timely fulfill one or more of its obligations under the contract with S.A.M.; (2) if S.A.M. has valid reasons to doubt that the Customer will meet its obligations under the contract with S.A.M.; or (3) if the Customer initiates (voluntarily or not) bankruptcy, judicial reorganization, dissolution, or provisional administration proceedings, or is in a situation of apparent inability. S.A.M. shall notify the Customer of the contract termination by registered letter on the grounds of this article. In such a case, S.A.M. reserves the right to claim compensation from the Customer for costs, interest, and damages incurred as a result, and all claims of S.A.M. against the Customer become immediately, automatically, and fully due.

13. The only warranty on vehicles sold by S.A.M. is the one provided by the manufacturer. S.A.M. cannot control this warranty. S.A.M. is not responsible for the manufacturer’s warranty (including its conditions and/or applicability) and cannot be held accountable for it by the Customer. S.A.M. itself provides no warranty on the vehicles.

14. S.A.M. is not obliged to indemnify for latent defects of which it is not aware (Art. 1643 old Belgian Civil Code).

15. S.A.M. is only responsible for its own intentional or gross fault, or for that of its agents, or for non-performance of the essential obligations that are the subject of any agreement between the Customer and S.A.M., except in cases of force majeure. If S.A.M. is liable, all damages less than EUR 350.00 (excl. VAT) will be considered normal usage damage, are always the responsibility of the Customer, and cannot give rise to compensation from S.A.M.. S.A.M. is only liable to compensate damage above EUR 350.00 (excl. VAT), meaning an excess of EUR 350.00 (excl. VAT) is borne by the Customer.

Notwithstanding the above, S.A.M.'s liability is limited to direct and foreseeable proven damages. S.A.M. is in no way liable for consequential or indirect damages of any kind or for any cause whatsoever. S.A.M.’s liability is always limited to a maximum of 25% of the total invoice value of the relevant vehicle.

The Customer acknowledges that they cannot hold S.A.M.’s agents directly liable unless there is intent on the part of the agent to cause damage or harm to the Customer’s physical or mental integrity.

16. S.A.M. shall be automatically released from any obligation in the event of force majeure. "Force majeure" means a situation in which the performance of an obligation by S.A.M. is wholly or partially, temporarily or permanently, prevented by circumstances beyond S.A.M.’s control, even if such a circumstance was foreseeable at the time of the contract formation. Circumstances constituting force majeure include delays in or failure of deliveries by suppliers and/or service providers, destruction of goods as a result of accidents, strikes, lockouts, fires, power, IT, internet, or telecommunication failures, government actions or interventions (including the refusal or cancellation of a permit or license), pandemics, fuel shortages, and errors or delays due to a third party.

17. Although S.A.M. makes reasonable efforts to protect its emails and other electronic files from viruses and/or other defects that may affect computers or an IT system, it remains the sole responsibility of the Customer to take appropriate measures to protect their computers and IT systems against such viruses or defects. S.A.M. is not liable for any loss or damage of any kind resulting from receiving or using electronic communications and files originating from S.A.M..

18. S.A.M. strives to comply with data protection legislation. How S.A.M. processes personal data is determined in its privacy statement, which applies to all relations between the Customer and S.A.M.. This S.A.M. privacy statement is available at www.S.A.M..be/site/_policy_privacy.php.

19. If any provision of these general terms and conditions of S.A.M. or part thereof is unenforceable or in conflict with a provision of mandatory law or public order, this shall not affect the validity or enforceability of the remaining parts of the provisions and other provisions of these general terms and conditions. In such a case, S.A.M. and the Customer shall negotiate in good faith to replace the unenforceable or conflicting provision with an enforceable and legally valid provision that closely aligns with the purpose and intent of the original provision. A deviation by S.A.M. from these general terms and conditions shall never be considered a waiver of them.

20. These general terms and conditions may be changed at any time by S.A.M.. Any changes will be communicated to the Customer before they take effect.

21. The relationship and/or agreements between S.A.M. and its Customers are exclusively governed by Belgian law. In the event of a dispute, the courts in Leuven (Belgium) shall have sole and exclusive jurisdiction, without prejudice to S.A.M.'s right to file and bring a claim before any other court. The language of the law shall always be Dutch, regardless of the language of the contract between the Customer and S.A.M..