Our terms and conditions at a glance

BUFFL Customizers
De Verver 4A
5371 MZ – Ravenstein (The Netherlands)

T: +31 486 72 50 67
E: info@buffl.nl

VAT: NL860726733B01
KvK: 76654052
IBAN: NL41 ABNA 0876852371
BIC: ABNANL2A

I. GENERAL

1. These conditions apply to all offers, orders, agreements of purchase/sale of goods, agreements of assignment and other legal relationships, including negotiations concerning such agreements with BUFFL B.V., based in Ravenstein, hereinafter referred to both jointly and separately as BUFFL, to the extent not otherwise specified in any offer or agreement.

2. Additions or deviations from these terms and conditions are only possible if they are set forth in writing in an agreement agreed upon between the parties.

3. The rights and obligations under agreements between BUFFL and the client cannot be transferred by the client to third parties except with the written consent of BUFFL.

4. The provisions of Section 1 Title 7 of Book 7 of the Dutch Civil Code (assignment), with the exception of Articles 7:406 and 7:412, do not apply to the legal relationships with BUFFL, unless expressly provided otherwise in the agreement or in these terms and conditions.

5. The applicability of additional or different terms or conditions used or referred to by the client or any other terms and conditions customary in the industry is expressly rejected.

6. In case of conflict between translations of the text of these conditions and the Dutch text, the text in the Dutch language and its interpretation shall always prevail.

7. If BUFFL and client have entered into a separate agreement to which these conditions apply, in case of conflict, the provisions of the agreement shall prevail.

II. ADVERTISEMENT

1. All offers and quotations are without obligation and purely indicative, unless otherwise agreed in writing.

2. An offer containing a deadline may be revoked by BUFFL within 5 days.

3. Statements of weights, speed, fuel, payload, energy consumption, etc. are approximate at best, but are not binding for BUFFL. The other party cannot derive any rights from them.

III. AGREEMENT

1. An agreement is established under the suspensive condition that BUFFL has approved and confirmed the order or instruction in writing (including in this case electronically), or has started with the execution of the order or instruction. The content of the agreement is determined by the offer and/or order confirmation of BUFFL and these conditions.

2. If an agreement between BUFFL and the client is established electronically, BUFFL is not obliged to acknowledge receipt of the client’s statements and the client is not entitled to terminate the agreement based on the lack of such acknowledgement of receipt.

3. Orders from and acceptances by the client are deemed irrevocable. Client is only entitled to cancel or amend an order or instruction with BUFFL’s consent, to the extent that this can reasonably be required of BUFFL and provided that a cancellation fee of 15% of the purchase price (excluding VAT) is paid. If the changes and/or additions required by the client entail additional costs for BUFFL, BUFFL is entitled to pass these on in full to the client. BUFFL is also in that case entitled to set a new delivery time. Cancellation is not possible if the order concerns goods specially adapted, composed or loaded (including stacking) for the client or services/work specifically performed at the request of the client.

4. BUFFL is authorized at all times to terminate negotiations with the client and/or to reject an electronic or written order placed by the client without giving reasons and without being liable for any compensation.

5. All (price) statements, advertisements, illustrations and other indications and descriptions of the goods are made with care. No rights can be derived from any textual or graphical discrepancies.

6. BUFFL is not obliged to check the client’s assignments, orders and/or communications for accuracy. A shortcoming cannot be attributed to BUFFL if it is the result of incorrect or incomplete information provided by the client. Client is liable for any damages and costs arising from the fact that the information provided by client to BUFFL is incorrect.

IV. PRICE

1. All quotations and the prices charged by BUFFL are the prices valid at the time of the offer or of the conclusion of the agreement, exclusive of VAT and other costs applicable to the agreement, such as levies and tariffs.

2. If a change occurs in one of the price determining factors after the offer is made, BUFFL is entitled to adjust the prices accordingly.

V. PAYMENT

1. Client is obliged to pay all invoices before the delivery of the relevant goods or before the performance of the relevant work respectively (payment in advance), unless otherwise agreed in writing, and client is not entitled to suspension, set-off or discount. BUFFL shall not deliver the relevant goods or perform the relevant work before full payment of the invoice, or at BUFFL’s discretion by providing satisfactory security for payment.

2. If invoices are not paid in accordance with paragraph 1 of this article, client shall be in default by the mere expiry of the agreed term of payment, without notice of default being required, regardless of whether or not the exceeding thereof can be attributed to client.

3. Without prejudice to its other rights, BUFFL is then authorized to charge interest on the outstanding amount of 1% per month (whereby a part of the month is considered a full month), to be calculated from the relevant due date.

4. BUFFL is entitled to postpone new deliveries until the client has fulfilled all its outstanding payment obligations.

5. All extrajudicial and judicial costs incurred by BUFFL in the context of a dispute with the client, both claimant and defendant, shall be borne by the client. The extrajudicial collection costs are set at 15% of the outstanding amount with a minimum of € 100, – per case and the judicial collection costs at the actual amount paid by BUFFL in connection with the proceedings, also to the extent that this exceeds the liquidated litigation costs.

6. Incoming payments extend to payment of the oldest outstanding items – including interest and costs – even if the client declares otherwise in this regard.

7. In case of late payment, an exchange rate difference disadvantageous to BUFFL will be borne by the client. Reference dates are the due date of the invoice and the date of payment.

8. BUFFL is entitled to set off all that the client owes BUFFL, regardless of whether it is already due and payable and regardless of the currency, against amounts owed by BUFFL to the client.

9. BUFFL will at all times apply a deposit of 30% of the total sum. This must be paid 3 weeks before bringing the vehicle.

10. When the total amount exceeds € 19,999, – excl., there will be an interim payment arrangement. Halfway through the production process an invoice of 30% of the total sum will be sent. With this you will receive an email with the current status of the vehicle + digital images.

11. BUFFL operates a payment plan whereby the vehicle must be paid in full before delivery.

VI. DELIVERY TIME, DELIVERY & RISK

1. The delivery time and/or execution period will be determined by BUFFL.

2. When determining the delivery time and/or execution period, BUFFL assumes that the order will be executed under the circumstances known at that time.

3. The delivery and/or execution period only starts when agreement has been reached on all commercial and technical details, all necessary data, final and approved drawings etc. are in BUFFL’s possession, the agreed (instalment) payment has been received and the necessary conditions for the execution of the order have been met.

4. If a delivery period is stated or agreed upon, then in any case, but not exclusively, the delivery period is automatically extended in the following cases:

  • if there is a delay in supply and/or shipment and/or any other circumstance temporarily preventing performance, regardless of whether this can be attributed to BUFFL or was foreseeable;
  • if there is evidence that client is in breach of one or more obligations to BUFFL or, in the sole opinion of BUFFL, there is a well-founded fear that client will fail to do so
  • if client does not enable BUFFL to execute the agreement; this situation occurs, among other things, if client, if applicable, fails to communicate the place of delivery or fails by making available the data, items or facilities necessary for the execution of the agreement.
  • if there are other circumstances that were not known to BUFFL when BUFFL determined the delivery time and/or execution period.
  • if additional work is involved. If the additional work cannot be accommodated in BUFFL’s schedule, the work will be performed as soon as the schedule permits.

5. Delivery in the Netherlands shall be made from the Ravenstein workshop, unless otherwise agreed in writing. All items will be transported at the expense and risk of the Client, even if the shipment is freight-free.

6. If BUFFL arranges for shipment of the goods at the client’s request, BUFFL is entitled to determine the time, method of shipment and shipping route exclusively. Transport insurance is only taken out by BUFFL at the express request of the client and all related costs are for the client’s account. By goods is meant exclusively the goods sold by BUFFL and never any cargo offered by the client to be loaded or already loaded in the sold goods. BUFFL accepts no liability or responsibility for any damage during transport of this cargo and this is never covered by any transport insurance.

7. Delivery is deemed to have taken place the moment the goods are made available to the client at BUFFL. If client does not take delivery of the goods, client is immediately in default and the goods will be stored at his expense and risk. If the client refuses to take delivery of the goods within the period specified by BUFFL, BUFFL shall be entitled to dissolve the agreement in whole or in part and to dispose of the goods, including any cargo offered in connection with the sale(s), which are on BUFFL’s premises or which are located in the sold sale(s), in any manner it wishes, without being obliged to pay damages.

8. BUFFL is entitled to recover its claim against the client from the proceeds.

9. Delivery outside the Netherlands shall be in accordance with the conditions set forth in this Article VI.

10. BUFFL has the right to deliver in parts and to perform work in parts and to invoice them separately.

VII. UNCOLLECTED BUSINESS

1. Client is obliged to take delivery of the item or items that are the subject of the contract at the agreed place after the delivery time and/or execution period has expired.

2. Client must provide all cooperation that can reasonably be expected of him to enable BUFFL to deliver.

3. Uncollected items will be stored at the expense and risk of the client.

4. For breach of the provisions of paragraphs 1 and/or 2 of this article, the client shall owe BUFFL a penalty of €250 per day with a maximum of €25,000. This penalty may be claimed in addition to damages under the law.

VIII. OPINION

1. Client cannot derive any rights from advice and information received from BUFFL if it does not relate to the assignment.

2. If the client provides BUFFL with data, drawings and the like, BUFFL may assume their accuracy and completeness in the execution of the agreement.

3. Client shall indemnify BUFFL against any third party claim relating to the use of advice, drawings, calculations, designs, materials, samples, models and the like provided by or on behalf of Client.

IX. INTELLECTUAL PROPERTY

1. Unless otherwise agreed in writing, BUFFL retains the copyrights and all industrial property rights to its offers, provided designs, images, drawings, (test) models, software and the like.

2. The rights to the data mentioned in paragraph 1 of this article remain the property of BUFFL, regardless of whether the client has been charged for their production. This data may not be copied, used or shown to third parties without the prior express written consent of BUFFL. Client shall owe BUFFL an immediately payable penalty of €25,000 for each violation of this provision. This penalty may be claimed in addition to damages under the law.

3. Client must return the information provided to him as referred to in paragraph 1 of this article at first request within a period set by BUFFL. If this provision is breached, the client shall owe BUFFL an immediately payable penalty of €1,000 per day. This penalty may be claimed in addition to damages under the law.

X. WARRANTY & COMPLAINTS

1. The goods delivered by BUFFL comply with the specifications as laid down in the corresponding agreement. No warranty is provided unless otherwise stated in the agreement and except to the extent that there is a manufacturer’s warranty, in which case BUFFL provides no further or different warranty than the relevant manufacturer’s warranty.

2. If the client invokes the guarantee or complaint granted by BUFFL in the relevant agreement, BUFFL will assess the guarantee or complaint and, if necessary, settle it in accordance with what is stipulated in this regard in the agreement.

3. Warranty claims are not transferable to third parties.

4. At the risk of forfeiting his right to complain, the client must check the goods and work for visible defects upon delivery. Claims relating to the amount of the invoice and visible imperfections must be reported to BUFFL in writing within 3 days of receipt or delivery, accurately describing the complaints. For all other complaints, a period of 5 days after the defects are known or could have been known. In the absence of timely notification as referred to in this article, the right to warranty/reclamation lapses. The goods in question must be made available to BUFFL at first request for examination in the condition they were in at the time of the complaint.

5. Reclamation is not possible if:

  • the goods have been used for a purpose other than that for which they are normally intended or, in BUFFL’s judgment, have been used or transported improperly, or have been repaired, modified or altered by the client or a third party;
  • the damage was caused by the client’s negligence (for example, inadequate or improper maintenance or storage) or because the client acted contrary to instructions, directions and advice from BUFFL;
  • it concerns parts for which the seal has been broken or which are regularly replaced during maintenance or servicing or which are accessories;
  • client has not fulfilled its obligations to BUFFL (both financial and otherwise);
  • client has not done everything necessary to prevent further damage to the delivered item upon discovery of the defect, such as by continuing to use the item.

6. BUFFL never guarantees the absence of errors resulting from compliance with any mandatory legal provisions regarding the nature or property of raw materials and/or materials applied in the delivered goods.

7. If the client complains in compliance with the provisions of this article and his complaint is found to be well-founded by BUFFL, BUFFL will replace the relevant goods free of charge (after which the replaced goods become BUFFL’s property), repair or grant a price reduction. BUFFL is entitled to determine which products or materials are used for replacement.

8. The handling of a complaint does not suspend the client’s payment obligation.

9. If a complaint is taken up outside the aforementioned cases, this is done entirely without obligation and the client cannot derive any rights from it.

10.All claims, based on the assertion that the goods or services performed do not comply with the provisions of the agreement, shall expire one year from the date of delivery or actual termination of the services.

XI. CURRENT

1. The Client has the right, at its own expense, to inspect the goods before delivery at the time and place as determined by BUFFL.

XII. NON-PERFORMANCE, RESCISSION & SUSPENSION

1. BUFFL is authorized to dissolve the agreement in whole or in part with immediate effect, without judicial intervention, or to suspend performance, without prejudice to its other rights (to performance and/or compensation), if:

  • the other party violates any provision of the agreement between the parties;
  • a (foreign) legal regulation is applied which aims to liquidate the other party or to reorganize the debt position of the other party, such as bankruptcy, (provisional) suspension of payments and similar legal regulations;
  • the other party’s business is shut down or liquidated or a private composition is offered to creditors by the other party;
  • the other party, after being requested to do so in writing, has not provided adequate security within seven days at BUFFL’s discretion.

2. In these cases, any claim against the other party is immediately due and payable, without BUFFL being liable for compensation or any other obligation whatsoever. If the other party remains in default of payment and/or acceptance for more than fourteen days or wishes to cancel the agreement, BUFFL shall be entitled without further notice to resell the sold goods, in which case the down payment made to BUFFL shall be forfeited as compensation for the loss suffered by it.

3. BUFFL is in that case authorized to dissolve the agreement.

XIII. RETENTION OF TITLE

1. Delivery takes place under retention of title. This reservation applies in respect of claims for payment of all goods delivered or to be delivered by BUFFL to client under any agreement and/or in connection with work performed, as well as in respect of claims for failure of client to perform these agreements.

2. BUFFL is entitled in case of non-performance by the client, as well as in case BUFFL has good reason to fear that the client will not perform, to take back the delivered goods that have remained its property in accordance with the previous paragraph. Such repossession shall constitute termination of the agreement(s) concluded with the client. The client irrevocably authorizes BUFFL and its representatives to remove the goods in question (or have them removed) where they are located and to enter these places and shall stipulate this right for the benefit of BUFFL and its representatives with the client’s customers. The Client shall provide all necessary cooperation. All costs related to the retrieval of the goods shall be borne by the client.

3. Client is authorized, if and to the extent necessary in the ordinary course of business, to dispose of the goods subject to retention of title, but is expressly not entitled to establish a limited right, including pledge (obligation and property right) on the goods. If the client makes use of his authority, he is obliged to deliver the goods subject to retention of title to third parties also only subject to BUFFL’s property rights. He is also obliged to grant BUFFL at first request an undisclosed pledge (first in rank) on the claims he has or will have on these third parties, to state in the deed of pledge that he is authorized to pledge, respectively that there are no limited rights on the claims to be pledged. In the event that the client refuses to do so, this provision is deemed to be an irrevocable power of attorney to BUFFL to create this pledge.

4. The property law consequences of retention of title in respect of the goods shall be governed by Dutch law, or at BUFFL’s option by the law of the country of destination of the goods, provided that (i) the law of the country in respect of the retention of title offers BUFFL better protection than Dutch law and (ii) the goods are actually imported into the country of destination.

5. In the event of attachment of the goods owned by BUFFL or in the event of an application for bankruptcy, (provisional) suspension of payments, declaration of application of the WSNP by or of the client, the client is obliged to immediately notify BUFFL of this and in the event of attachment to inform the person levying the attachment that the client has received the goods under retention of title.

XIV. RETENTION RIGHT

1. BUFFL is authorized to suspend fulfillment of its obligation to deliver any of the client’s goods in its possession under an agreement until BUFFL’s claim relating to that agreement, including interest and costs, is paid in full.

XV. INRUIL

1. If the client continues to use a trad-in motor vehicle pending delivery of the motor vehicle he has ordered, this shall be at his own risk and all costs relating to the first-mentioned motor vehicle and any decrease in its value shall be at his expense.

XVI. LIABILITY

1. BUFFL is not liable for damages arising from any failure to perform its obligation(s) to the client.

2. The fulfillment of the obligations from warranty/reclamation as described in these general terms and conditions shall count as sole and total compensation. Any other claim for damages, including those relating to consequential loss (damage due to downtime, loss of income, loss of profits, loss and / or (related to delay) damage to the cargo of the client) and other indirect or intangible damages of any kind, as well as damage resulting from liability to third parties, is expressly excluded, unless there is intent or deliberate recklessness of BUFFL or its direct managers.

3. BUFFL is also not liable for intent or (conscious) recklessness of subordinates or others it has engaged in the performance of the agreement and for whom it could be liable under the law.

4. BUFFL accepts no liability for, advice provided by or on its behalf.

5. BUFFL is not liable for damage to motor vehicles of the client and/or third parties on its premises.

6. If, for any reason, BUFFL is not entitled to invoke the limitations mentioned in paragraphs 1, 2, 3 and 4 of this article, limited to those damages for which BUFFL is insured under an insurance policy taken out by or on its behalf, but never higher than the amount paid out by this insurance policy in the case in question.

7. If for any reason BUFFL cannot invoke the limitation of paragraph 5 of this article, the obligation to pay damages is limited to a maximum of 15% of the total order price (excluding VAT). If the agreement consists of parts or partial deliveries, the obligation to pay damages is limited to a maximum of 15% (excluding VAT) of the order price of that part or partial delivery.

The client shall indemnify and hold BUFFL harmless from and against all claims or rights of third parties relating to the delivery of the goods or performance of services to the extent that such claims exceed or differ from those to which the client is entitled against BUFFL. The client shall also indemnify and hold BUFFL harmless from and against any claim in respect of death or personal injury to client’s personnel or personnel of third parties and/or damage to goods owned by the client and/or third parties insofar as this occurs on BUFFL’s premises. An exception to these obligations of the client exists if and insofar as the claim arises from intent or deliberate recklessness on the part of BUFFL or its direct managers.

9. BUFFL stipulates all statutory and contractual defenses that it can invoke to ward off its own liability to the client also on behalf of its subordinates and non-subordinates for whose conduct it could be liable under the law.

10.The above is without prejudice to any mandatory liability

XVII. TRANSFER

1. BUFFL is entitled to suspend the performance of its obligations if it is temporarily prevented from fulfilling its contractual obligations to the client due to force majeure.

2. Force majeure within the meaning of these conditions means any circumstance beyond the will and control of BUFFL, whether or not foreseeable at the time of entering into the agreement, as a result of which performance cannot reasonably be required of BUFFL, such as war, import and export restrictions, government measures, lack of raw materials factory or transport disruptions of any kind, strikes, lockout or lack of staff, quarantine, trade bans, epidemics, frostbite, failure of suppliers or third parties engaged by BUFFL for the performance of the agreement, late delivery by the client of cargo he wishes to transport by means of the purchased goods, etc.

3. BUFFL is not obliged to fulfill any obligation if it is prevented from doing so as a result of force majeure. BUFFL is then entitled to execute the agreement within a reasonable period of time or to dissolve the agreement in whole or in part, without being obliged to pay damages. In the event of force majeure on the part of BUFFL, the Client shall only be entitled to dissolve the agreement after BUFFL has granted the Client a reasonable period of time to still perform the agreement.

XVIII. PARTIAL NULLITY

If one or more provisions of these terms and conditions or an agreement with the client are not or not entirely valid, the remaining provisions shall remain in full force and effect. In place of the invalid provisions, an appropriate arrangement shall apply, which legally approximates as closely as possible the intention of the parties and the economic result sought by them.

XIX. APPLICABLE LAW

1. All offers and agreements of BUFFL are exclusively governed by Dutch law. The applicability of the Vienna Sales Convention is expressly excluded.

2. All disputes arising from the agreement concluded between the other parties BUFFL or further agreements, which may result therefrom, will be settled by the competent court of the District Court of East Brabant.