Generals Terms and Conditions - Wondercar
MYWAYPRO is one commercial name of the “Wondercar” company
1.1. These General Terms and Conditions govern the relationship between MYWAYPRO and the client ("Client") with respect to the use of the platform available on www.mywaypro.be by the Client and with respect to the offer, sale and delivery of Vehicles from or on behalf of MYWAYPRO to the Client.
1.2. Registration for the Platform and any access to or use of the Platform, including the making an Offer in relation to any Vehicle, constitutes the unconditional acceptance by the Client of these General Terms and Conditions. The Client agrees to waive his own general and special conditions, even where it is stated therein that only those conditions may apply, and even if such terms have not been protested by MYWAYPRO.
1.3. These Terms and Conditions constitute the entire understanding between MYWAYPRO and the Client 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 Client expressly acknowledges having read, understood and agreed with all the present terms and conditions. Specifically, the Client is in agreement with the principles regarding Vehicle Information, warranty, conformity and complaints and liability as set out in clauses 8 to 12 of these Terms and Conditions.
1.5. MYWAYPRO reserves the right to change these General Terms and Conditions at any time without notice to the User or the Clients by announcing changes online. Continued use of the Platform after the announcement of the modifications implies acceptance of the modified Terms and Conditions.
1.6. Although translations of these General Terms and Conditions have been drawn up with the greatest possible care, the Dutch version of these General Terms and Conditions shall be binding on the Client and MYWAYPRO. In the event of any discrepancy between the original and the translation thereof, the provisions of the Dutch version shall prevail.
1.7. The Client acknowledges and agrees that it acts as a professional car dealer with thorough knowledge of the sector of used cars and the issues typically associated with used cars and the used cars business.
In these Terms and Conditions, the following terms and expressions shall have the following meanings:
Belgian Client: : Client whose delivery address is in Belgium;
CMR Convention: Convention on the Contract for the International Carriage of Goods by Road
https://www.unece.org/fileadmin/DAM/trans/conventn/cmr_e.pdf (consulted on 15 May 2020);
Client: the natural person or legal entity with one VAT number who is registered for use of the Platform, as identified in the Registration Form;
Export: A supply of goods that are delivered and carried outside of the European Union;
e-Invoice: an invoice which has been issued and sent in an electronic format as chosen by MYWAYPRO. This is the legal form of invoice sent by MYWAYPRO;
Means of Access: user ID, password and such other access means as may be required to access and use the Platform;
MYWAYPRO: Wondercar NV having its registered office at Fabrieksstraat 61, 1930 Zaventem (BTW nummer BE0876.849.514);
Pick up Authorisation: authorisation form for collecting the Vehicle(s);
Platform: the online trading platform operated MYWAYPRO via which the Client is able to submit Offers for the purchase of Vehicles, accessible via www.mywaypro.be or such other URL as MYWAYPRO may inform the Client of from time to time
Pre-visionele Sale (of upstream sales): sale of Vehicles that are not yet in stock at MYWAYPRO at the moment of order by the Client;
Purchase Price: the Offered Price with the transport fees, and increased with all applicable taxes;
Offer: the offer submitted by the Client via the Platform in relation to the purchase by Buyer from MYWAYPRO of one of more Vehicles as detailed in clause 5.3;
Offered Price: has the meaning given to it in clause 5.3;
Registration Form: the form (to be) duly completed by the Client during the registration process for the Platform. It includes i.a. valid VAT number, proof of business registration and copy of ID of the owner/manager of the registered company, all scan of original documents with clear links;
Supplier: any leasing company, car manufacturer, other company and/or natural person acting for professional purposes and who has sold the Vehicles to MYWAYPRO;
Transport Documents: all duly and fully completed transport document as required in relation to, and as are necessary to prove the transport of the Vehicle from one place to another, including without limitation CMR consignment note, export documents or certificates of delivery;
Terms and Conditions: these terms and conditions of MYWAYPRO;
User: has the meaning given to it in clause 4.1;
Vehicle: any vehicle advertised via the Platform;
Vehicle Documents: any and all official documents relating to the Vehicle (including without limitation certificate of conformity and inspection documents);
Vehicle Information: any photos, description, information, documentation and/or other materials regarding the Vehicle advertised via the Platform during the Auction, including the MYWAYPRO Vehicle Description;
Website: www.mywaypro.be ;
3. PLATFORM REGISTRATION
3.1. The Platform is exclusively available for and may only be used by professional and recognised car dealers duly registered.
3.2. To be authorized to access and use the Platform, the Client must request confirmation of registration by duly completing the Registration Form and sending all required documents in accordance with the registration modalities described on the Platform, and by accepting these Terms and Conditions.
3.3. The person completing and submitting the Registration Form, and accepting these Terms and Conditions on behalf of the Client represents and warrants having the necessary powers to legally commit the the Client.
3.4. The Client guarantees that all information and/or documents provided are correct, complete and valid. The Client shall promptly notify MYWAYPRO of any changes in the information mentioned in the Registration Form and/or documents submitted under clause 3.2. Notwithstanding clause 3.5, the Client acknowledges and accepts that MYWAYPRO bears no liability regarding verification of the information and documentation provided by the Client.
3.5. MYWAYPRO has at any time (before or after confirmation of the Client's registration) the right to verify the accuracy of the information contained in the Registration Form and/or the validity of the documents submitted by the Client under clause 3.2. If such verification reveals any inaccuracy of information and/or any invalidity of documentation, without prejudice to its other rights and remedies under these Terms and Conditions or otherwise, MYWAYPRO reserves the right to
(i) reject the Client's request for registration. MYWAYPRO will inform the Client of such rejection and may, in its sole discretion, determine to provide the Client with the opportunity to rectify any such inaccuracies and/or invalidities; or
(ii) suspend or permanently block the Client's and its Users' access to and use of the Platform in accordance with clause 4.6.
3.6. MYWAYPRO reserves at all times the right to refuse confirmation of a registration request without motivation. MYWAYPRO shall not be liable for any losses suffered or incurred by the Client arising out of or in connection with any such refusal.
3.7. If MYWAYPRO decides to approve the Client's request for registration, MYWAYPRO will inform the Client thereof and provide the Client with one or more Means of Access for the Platform. The Client shall not be able to submit any Offers until such approval by MYWAYPRO and receipt of the Means of Access.
3.8. Access to the Platform through registration is strictly personal and confidential. The Client will provide the requested information in good faith during the registration procedure. The Client is prohibited to disclose his login and password to anyone else and to prevent any form of misuse by third parties. MYWAYPRO is not liable for any misuse of the Client's username or password.
3.9. If the Client suspects that third parties have access to his account, he shall immediately inform MYWAYPRO thereof. MYWAYPRO reserves the right, in the event of improper, illegal or unlawful use of accounts, or in the event of suspicion thereof, to immediately cancel the registration and, in addition, to claim compensation for damages suffered.
4. PLATFORM ACCESS AND USE
4.1. The Client acknowledges and accepts that he is responsible for the actions and omissions performed by all users making use of the Platform on behalf of the Client or otherwise through the Client's Means of Access ("Users"). The Client shall provide all Users with a copy of these Terms and Conditions, shall comply with these, and make sure each User complies with these Terms and Conditions.
4.2. The Client guarantees that the Platform is used in accordance with these General Terms and Conditions and all applicable national and international legislation and, in general, in a responsible manner, exclusively for their own and admissible professional purposes and without infringing the rights of third parties. Neither the Client nor the Users are allowed to make any changes to the Platform. The Client is liable for and will fully indemnify and hold MYWAYPRO harmless from and against any loss suffered or incurred by MYWAYPRO and/or damage arising from or in connection with (i) modifications made to the Platform; and/or (ii) the use of the Platform in a manner not in accordance with these General Terms and Conditions.
4.3. The Client undertakes not to use, and will ensure none of its Users, the Platform to (i) download, send, or distribute data containing viruses, worms, spyware, malware or other similar malicious programs; (ii) perform calculations, operations or transactions that may interrupt, destroy or limit the functionality of the operation of the Platform or any other program, computer or telecommunications device; (iii) submit any information or material that infringes the rights of any third party and/or is defamatory, obscene, threatening or otherwise unlawful; and/or (iv) submit non-binding Offers.
4.4. The use of the Platform requires Means of Access. Means of Access are strictly personal and the Client is responsible for the protection, confidentiality, security and appropriate use of the Means of Access by it and its Users and undertakes to take all steps to prevent unauthorised knowledge and use by third parties. The Client shall not transfer or sell any Means of Access to any third party, with the exception of Users duly authorised to act on its behalf.
4.5. The Client shall immediately inform MYWAYPRO by e-mail of the loss, theft, breach of confidentiality or any risk of misuse of the Means of Access. The Client is fully and unconditionally responsible for any use of the Platform and all the Offers made, as well as for any adverse consequences that may arise directly or indirectly from such use.
4.6. MYWAYPRO has the right to suspend for a definite or indefinite period of time any account for any reason. This includes, without limitation, a delay in the payment of a Vehicle, suspicious behaviour, suspicion of fraud or a VAT carousel, or any other reason that MYWAYPRO does not need to communicate to the Client.
4.7. MYWAYPRO shall not be liable for any damage or losses suffered or incurred by the Client as a result of or in connection with such suspension, blocking or refusal of access as described in this article 4.6.
4.8. The intellectual and industrial property rights and know-how associated with the Platform belong exclusively to MYWAYPRO. MYWAYPRO grants the Client and its Users a non-transferable, limited, non-exclusive license to use the Platform solely for the Client's own business purposes, until such time as MYWAYPRO blocks or denies the Client and/or its Users access to the Platform.
4.9. The Client shall take all necessary measures to protect and ensure that its Users protect MYWAYPRO's intellectual and industrial property rights.
4.10. Without prejudice to the Client's and Users' rights under the legislation on the protection of computer programs of which cannot be contractually deviated, the Client and its Users may not use the Platform in any way: (i) modify, translate or adapt; (ii) decompile or disassemble the Platform; (iii) copy the Platform; (iv) transfer, alienate, sublicense, lease, lend or distribute the Platform or documentation to third parties; (v) create a product or service substantially similar to the Platform; and/or (vi) copy ideas, features and/or functions of the Platform. MYWAYPRO reserves the exclusive right to correct any errors.
4.11. The Client acknowledges and agrees that MYWAYPRO reserves the right to suspend the Client and its Users access to the Platform for any reason whatsoever, including and without limitation: (i) in case of actual or reasonably suspected breach by the Client and/or its Users of these General Terms and Conditions; (ii) in case of an attack on MYWAYPRO's IT system; (iii) if required by law; (iv) in order to avoid or reduce adverse effects on MYWAYPRO, the Client and/or its Users and (v) to carry out maintenance work on the Platform. MYWAYPRO will make reasonable efforts to inform the Client of any such suspension as soon as practically possible.
4.12. The Client acknowledges and agrees that MYWAYPRO reserves the right to permanently block the access of the Client and that of its Users for a definite or indefinite period of time without prior notice (i) in case of violation of these General Terms and Conditions by the Client and/or its Users; or (ii) in case of fraudulent practices by the Client and/or its Users; (iii) for any other reason and at the discretion of MYWAYPRO; and without opening the right to any form of compensation.
5. OFFERS – AUCTIONS - CONFIRMATIONS
5.1. All auctions, Offers, price lists, delivery conditions, etc. shall be communicated by MYWAYPRO through the Platform. The availability, prices and delivery times indicated herein are indicative and subject to change. Offers, auctions and price lists are not binding on MYWAYPRO, unless this has been explicitly confirmed by MYWAYPRO in writing by sending an order confirmation. The order confirmation shall contain a copy or a reference to these General Terms and Conditions.
5.2. The various Offers and Auctions offered by MYWAYPRO are described on the Website.
5.3. If the Client wishes to purchase one or more Vehicle(s), he has the option to place an Offer for the purchase of this/these Vehicle(s). An Offer always consists of the Purchase Price which the Client is prepared to pay MYWAYPRO for this/these Vehicle(s) (the “Offer Price”).
5.4. Each Offer is expressed in Euros, exclusive of VAT, and is binding and conclusive on the Client. The Client cannot revoke his Offer, except with the prior written consent of MYWAYPRO. MYWAYPRO has the right, at its discretion and without obligation to give reasons, to refuse an Offer if it suspects that the Offer is invalid or misleading. MYWAYPRO is not obliged to inform the Client in such a case.
5.5. If the Client submits more than one Offer for the same Vehicle, only the Client's highest Offer will be taken into consideration by MYWAYPRO.
5.6. MYWAYPRO shall not be liable for any losses suffered or incurred by the Client and/or damage arising from or in connection with a decision by MYWAYPRO not to accept, cancel or otherwise not to proceed with an auction or Offer at any time.
5.7. The purchase is final as soon as MYWAYPRO has sent an order confirmation, in which case the Client no longer has the right to cancel the purchase. If MYWAYPRO agrees to cancel such a sale, which MYWAYPRO may do at its sole discretion, without any obligation, MYWAYPRO reserves the right to claim ten (10) % of the Offered Price on the order confirmation from the Client.
6. PRICE AND PAYMENT
6.1. Prices are in EUR, unless otherwise indicated in the order confirmation. The Client bears the risk of exchange rate changes. Prices are exclusive of value added tax (“VAT”) and other taxes, import duties and levies. Taxes, duties and/or levies of any kind relating to the delivered Vehicles or the delivery of such Vehicles, including any taxes or levies that would be introduced after the conclusion of the agreement, are payable in full by the Client.
6.2. Immediately after the order confirmation, MYWAYPRO shall send an invoice by e-mail for the Purchase Price as specified in the order confirmation. The Client shall pay the Purchase Price in full within ten (10) working days of the invoice date. The price consists of (i) the price of the Vehicle(s), (ii) if applicable, the VAT due, (iii) any additional costs if the Client has opted for additional services such as, for example, transport or repair services at the explicit request of the Client.
6.3. Payment shall be made by the legal entity indicated on the order confirmation with the correct reference by bank transfer to the account indicated by MYWAYPRO on the invoice. Bank charges and currency conversion costs (if the Client pays in a currency other than EUR) shall be for the account of the Client. Cash payments are not accepted by MYWAYPRO. Payment by means other than bank transfer requires the prior written consent of MYWAYPRO.
6.4. The Client acknowledges and agrees that invoicing will take place through via e-invoice (electronic invoices) and that the Client will not receive any prints of invoices. The Client acknowledges and agrees that it is responsible for complying with all applicable legal requirements relating to the receipt and storage of e-invoices.
6.5. Without prejudice to MYWAYPRO's rights and remedies under these General Terms and Conditions, by law or otherwise, if payment has not been credited to the bank account of MYWAYPRO within the applicable payment term, then MYWAYPRO shall be entitled, without prior notice, to charge interest on overdue amounts at a rate of two (2) % per month commenced or, if a competent court should declare that rate inapplicable, at the rate applicable under the Belgian Law of 2 August 2002 regarding late payment in commercial transactions.
In addition, MYWAYPRO is entitled to charge an administration fee of 250 EUR per reminder to the Client, with a maximum of one reminder every fifteen (15) days. If the payment has to be claimed in legal proceedings, MYWAYPRO is entitled to the maximum judicial compensation. Furthermore, MYWAYPRO has the right to consider the agreement with the Client as unlawfully cancelled by the Client with immediate effect and without judicial authorisation. If the agreement is cancelled on the basis of this provision, MYWAYPRO reserves the right to claim ten (10) % of the total value of the order, excluding VAT and with a minimum amount of five hundred (500) EUR, as damages from the Client.
6.6. The Client shall not have the right to set off claims he has or claims to have against amounts he owes to MYWAYPRO. MYWAYPRO has the right to charge payments by the Client in the following order: (i) to set off outstanding amounts against a previous transaction between MYWAYPRO and the Client, (ii) to settle costs and interest and (iii) to set off the principal amount.
6.7. Vehicles sold to another Member State of the European Union may be subject to zero VAT rate. The Client is responsible for complying with all formalities to be eligible for the zero rate. If, for any reason, the zero rate is not accepted by the tax authorities, the Client shall indemnify MYWAYPRO against any claim in connection therewith. In such a case, the Client shall pay the amount due in VAT to MYWAYPRO upon receipt of a written request from MYWAYPRO.
7. TRANSPORT - DELIVERY – TRANSFER OF RISK
7.1. The transport of the Vehicle is carried out by or on behalf of MYWAYPRO for Belgian Clients. Belgian Clients have the option, on behalf of MYWAYPRO, to arrange themselves the transport of the Vehicles. Non-Belgian Clients always have to arrange the transport by themselves.
7.2. If the order consists of several Vehicles, MYWAYPRO has the right to deliver part of the order confirmation when and to the extent that it is delivered to MYWAYPRO by its Suppliers.
7.3. Transport of Vehicles arranged by MYWAYPRO
7.3.1. If MYWAYPRO arranges the transport of the Vehicle(s) for the Client, the Client agrees that
(i) the transport shall not be arranged until the payment of the full price has been transferred by the Client to MYWAYPRO's bank account in accordance with article 6.2 and 6.3;
(ii) MYWAYPRO enters into an agreement with the logistics provider on behalf of the Client to arrange transport to the address indicated by the Client; and
(iii) all costs and risks associated with the inspection and transport of the Vehicles are covered under the CMR Convention. The Client guarantees an adequate place of delivery with sufficient capacity to carry out a convenient delivery. If this is not the case, the logistics provider may decide to keep the Vehicle(s). The Client accepts that all additional transport costs resulting from this will be fully at his expense.
7.3.2. Any times or dates for delivery by on on behalf of MYWAYPRO are indicative and not essential and may be changed due to, among other things, changes in the Supplier's delivery schedule and other circumstances beyond MYWAYPRO's control. The Client is aware and accepts that MYWAYPRO has no control over changes in the delivery schedule, for whatever reason, by its Supplier. MYWAYPRO shall make reasonable efforts to inform the Client of changes to the indicative delivery times. MYWAYPRO shall not be liable for any delay in delivery, except in case of its own fraud or intent. Delay in the delivery of Vehicles does not release the Client from his obligation to accept the delivery.
7.3.3. Each Vehicle will and may only be transported to the destination country as stated in the order confirmation. The Client shall be liable for and shall indemnify and hold MYWAYPRO harmless from and against all damages suffered by MYWAYPRO as a result of or in connection with the transport of a Vehicle to a country other than the country of destination as stated on the order confirmation.
7.3. Transport of Vehicles arranged by the Client on behalf of MYWAYPRO
7.3.1. In case the Client organises the transport of the Vehicle(s), the collection shall take place at the MYWAYPRO premises as communicated to the Client on the Pick- up Authorisation Document.
7.3.2. The Vehicle shall not be available for pick-up and transportation until the later of (i) the moment the Purchase Price is credited to MYWAYPRO's bank account mentioned on the order form in accordance with clause 6.2 and 6.3; and (ii) issuance of the pick-up authorisation document(s) to the Client.
7.3.3. The Client acknowledges and agrees that MYWAYPRO at all times reserves the right to refuse the release of the Vehicle(s) to the Client (or the Client's transporter, if applicable) if the Client (or the Client's transporter, if applicable) is unable to provide the necessary collection documents. The Client is fully responsible for any losses suffered by the Client, MYWAYPRO or any third party due to or in connection with such lack of a valid Pick-up Authorisation Document.
7.3.4. The Client shall collect (or arrange for collection) the Vehicle and transport it within ten (10) working days of receipt of the Pick-up Authorisation document (or a shorter period of time if indicated on the Pick-up Authorisation Document) at the latest.
In the event that the Client fails to respect the above term, MYWAYPRO reserves the right to charge the Client an amount of forty euros (EUR 40.00) administration fee and a maximum of five euros (EUR 5.00) per day per Vehicle until the Vehicle(s) have been collected.
7.4. If the Client (i) fails to collect all or part of the Vehicles within thirty (30) days of notification by MYWAYPRO that the Vehicles are available for collection; or (ii) fails to make full payment of the invoice within ten (10) days of the date of the invoice in accordance with article 6. 2. and 6.3 of these General Terms and Conditions and/or (iii) informs MYWAYPRO in writing that it will not pay and/or collect the Vehicles, MYWAYPRO has the right to dissolve the agreement with the Client in whole or in part in writing at the Client's expense. In the event of termination in accordance with this provision, MYWAYPRO shall be entitled to a compensation equal to ten (10) % of the price of the relevant Vehicles, in addition to any transport costs, to be borne in full by the Client. Unless and until MYWAYPRO exercises its right to terminate the agreement, the Client shall not be released from its obligation to collect and pay for the Vehicles and to reimburse MYWAYPRO for storage costs in accordance with article 7.4.4 of these General Terms and Conditions.
7.5. Inspection of the Vehicles must be carried out by the Client or its contractor upon delivery or collection of the Vehicles. In doing so, the Client must ensure that the Vehicles comply with the MYWAYPRO vehicle description (including damage report). During this investigation, the Client shall at all times take into account (i) the fact that the Client has purchased a used vehicle; (ii) the mileage of the Vehicles; and (iii) the first registration date of the Vehicles. Defects in or damage to parts of the Vehicles do not entitle the Customer to reject a Vehicle. The Client is a professional client and agrees to carefully inspect the Vehicles upon delivery or assign inspection to a third party with the technical knowledge required to conduct inspection. MYWAYPRO cannot be held liable for visible damage or defects that were not detected by MYWAYPRO and the Client (or a third party collecting the Vehicles on its behalf) at the time the Vehicles were collected. If MYWAYPRO and the Client do not reach an agreement on the compensation of visible damage or defects found upon inspection, MYWAYPRO has the right to dissolve the agreement with the Client in writing.
7.6. As security for the payment of past and current claims that MYWAYPRO has or may have on the Client, MYWAYPRO may exercise a right of retention and a lien shall be granted on all Vehicles of the Client that MYWAYPRO owns or will acquire and on all Vehicles that MYWAYPRO owes to the Client.
7.7. All Vehicles made available in accordance with this article 7 of these General Terms and Conditions shall remain the property of MYWAYPRO until the Client has fulfilled all his payment and collection obligations, even if MYWAYPRO has authorised the collection of vehicles prior to receipt of full payment by way of derogation from this article. The Client is not entitled to alienate, pledge, encumber or modify the vehicles before the transfer of ownership takes place. If third parties seize items subject to retention of title or wish to assert a right to them, the Client shall immediately inform MYWAYPRO in writing and provide MYWAYPRO with copies of all relevant documents relating to the attachment.
7.8. The risk of loss, damage or depreciation of the vehicles shall pass to the Client at the earliest at the time of (i) collection of the vehicle by the Client or (ii) delivery of the vehicle to the destination indicated by the Client. The Client accepts that vehicles may not necessarily be covered when stored.
8. TRANSPORT AND CAR DOCUMENTS
8.1. Intra-Community Supply
8.1.1. In case of Intra-Community Supply, the Client shall submit to MYWAYPRO all required evidence and Transport Documents regarding the Vehicle and the country of destination duly completed.
8.1.2. The Client acknowledges and agrees that regardless of whether transport was arranged for by or on behalf of MYWAYPRO, in case MYWAYPRO reasonably doubts the validity or completeness of the Transport Documents submitted by the Client, MYWAYPRO reserves the right to retain the Vehicle Documents until such time as the Client submits valid evidence; and (ii) MYWAYPRO shall not deliver the Vehicle Documents until receipt of the correctly filled out Transport Documents and Evidence.
8.2.1. In case of Export, the Client shall submit to MYWAYPRO all required evidence and export documents regarding the Vehicle and the country of destination duly completed.
8.2.2. In case of Export, pending transfer and receipt of the necessary export Document, MYWAYPRO requires, per Vehicle that is exported to a non-EU country, a guarantee equal to the sum of the VAT amount that would be due in the country of residence of MYWAYPRO, in the event the specific purchase should not constitute an export for VAT purposes. The guarantee amount will be mentioned separately on the order form. The guarantee is twenty one per cent (21%) of the vehicle price with a minimum of five hundred euros (EUR 500,00).
8.2.3. Upon receipt of the necessary evidence and export documents by MYWAYPRO from the Client, proving that the specific purchase constitutes an export for VAT purposes, the amount of the guarantee will be reimbursed on the Client bank account and the purchase will be invoiced to the Client without VAT.
8.3. Save in case of its own fraud or wilful intent, MYWAYPRO shall not be liable for any losses suffered or incurred by the Client (including without limitation unability to register the Vehicle) arising out of or in connection with any missing or incomplete Vehicle Documents.
8.4. MYWAYPRO shall send the car documents to the VAT registration country of the Client after reception and validation of the delivery evidence and after receipt in full of the increased Purchase Price. The Client keeps the full responsibility for the appropriate declaration of the purchase to the authorities. MYWAYPRO’s responsibility will in no case be engaged for any error, mistake or forgetfulness committed by the Client in relation with applicable taxes (VAT or any other tax).
8.5. MYWAYPRO will send the required documents and certificates by post after MYWAYPRO has received the signed collection documents (or, if applicable, a CMR waybill) from the Client. The Client will verify that he has received all necessary (Vehicle) documents. If the subsequent sale of the Vehicles by the Client requires legal approval or the express consent of the manufacturer in the country where the Client sells or wishes to sell the Vehicles, the Client shall be solely responsible for obtaining such approval or consent. Permission to market a Vehicle purchased from MYWAYPRO in a particular country is not implied or presumed. MYWAYPRO shall provide an edited copy of its Vehicle Supplier's invoice to the Client if ordered to do so by a court or governmental authority.
9. VEHICLE INFORMATION
9.1. The Client acknowledges and agrees that he is acting as a professional car dealer with a thorough knowledge of the used car sector and the problems typical of used cars and the used car business.
9.2. Vehicle Information may, depending on the Vehicle, consist of one or more types of information, each of which is clearly identified as such on the Platform, including the following information
(i) the Vehicle Description including technical options and configurations; and
(ii) damage reports and damage photographs; and
(iii) commercial photographs of the interior and exterior of the Vehicle.
9.3. In case of Previsional Sales, the Client acknowledges and accepts that
(i) MYWAYPRO's commercially advantageous offer with respect to the Platform and related services makes it impossible for MYWAYPRO to carry out a detailed technical inspection of each Vehicle on the Platform, and to assume responsibility in that respect. The Client acknowledges and accepts that all Vehicle information is based on information obtained from the Supplier;
(ii) each of these types of information are made or created at different points in time, and may as such not always correctly reflect the status of the Vehicle at the moment of the sale of the Vehicle occurs;
9.4. The Client acknowledges and accepts that in order to determine whether the Vehicle as delivered to the Client is in conformity, only MYWAYPRO's vehicle description shall be taken into account. In the event of any conflict or ambiguity between MYWAYPRO's vehicle description and any other vehicle information, MYWAYPRO's vehicle description shall always prevail.
9.5. To the fullest extent permitted by law, without prejudice to article 11, and except in the case of its own fraud or with intent, MYWAYPRO shall not be responsible or liable for any loss and/or damage suffered or incurred by the Client as a result of or in connection with any inaccuracy or incompleteness of the Vehicle Information (including, but not limited to, mileage, damage, technical errors, optional extras, colour, year of construction, date of first registration, etc.).
10. LIMITED PRODUCT WARRANTY
10.1. The Client and MYWAYPRO renounce to all legal or other suspicions that MYWAYPRO was aware of hidden defects, until proven otherwise. The warranty applicable to the Vehicles ordered by the Client is the manufacturer's warranty applicable in the country where the Vehicles were purchased by MYWAYPRO. The Customer accepts the product warranty applicable to the Vehicles. The product manufacturer's warranty may not be valid in all jurisdictions. The Client will address warranty requests directly to the manufacturer of the Vehicles or the local dealer network. In any case, the Client and third parties will not claim any warranty from MYWAYPRO beyond the warranty offered by the manufacturer. The Vehicles are sold according to the manufacturer's specifications. MYWAYPRO cannot be held liable for the accuracy or completeness of such specifications.
10.2. MYWAYPRO warrants that the Vehicle is in conformity with the Vehicle description on the date of delivery. If and to the extent a Vehicle fails to comply with this warranty, as determined in accordance with article 12, MYWAYPRO shall be entitled to issue a credit note for such Vehicle up to the amount of the reasonably estimated decrease in value of the Vehicle resulting from the damage to the Vehicle which cas not indicated on the Vehicle Description. In the event MYWAYPRO issues such credit, this sum shall be the Client's sole remedy.
10.3. The validity of any warranty claim by the Client shall be contingent upon receipt by MYWAYPRO of timely notice of any alleged non-conformance of the Vehicle in accordance with clause 12.
10.4. The warranty set out in this clause 10 is exclusive and in lieu of all other warranties, representations, conditions or other terms, express, implied, statutory, contractually or otherwise, including, without limitation, any warranty of merchantability or suitability or fitness for any purpose.
10.5. The warranty set out in this clause 10 shall not apply if and to the extent the non-conformity results from (i) modifications made to and any other works performed on the Vehicle by or on behalf of Buyer; and/or (ii) use of the Vehicle by or on behalf of Buyer other than with reasonable care and skill.
11. LIMITATION OF LIABILITY
11.1. To the extent permitted by law, subject to clause 11.3, MYWAYPRO's total liability for direct damage shall in any case be limited to 10% of the Offered Price of the order placed by the Client or EUR 10,000, whichever is higher.
11.2. To the fullest extent permitted by law, MYWAPRO shall not be liable for indirect or consequential damages of any kind, including, but not limited to, disruption of business operations, claims by third parties and loss of profits, anticipated savings or goodwill.
11.3. Neither party excludes or limits its liability for (i) its own fraud or intent; and/or (ii) any liability that cannot be excluded or limited under applicable law (in which case the party concerned shall not exclude or limit its liability to the extent such exclusion or limitation is not permitted under applicable law).
11.4. To the extent permitted by law, MYWAYPRO expressly excludes any liability for losses resulting from or related to fraud by third parties (including, but not limited to, mileage, margin status, and/or fraud involving chassis numbers).
11.5. MYWAYPRO is not bound by typographical or material errors on its Website and its Platform and has the right to correct such errors.
11.6. The Client shall indemnify and hold MYWAYPRO harmless against any claim by a third party relating to the Vehicles delivered by MYWAYPRO to the Client, including warranty claims by the Client's customers.
12. CONFORMITY AND COMPLAINTS
12.1. Upon delivery of the Vehicle, the Client shall inspect the Vehicle (or have it inspected) and satisfy itself that the Vehicle complies with the Vehicle Description in accordance with Section 7.6. During such inspection, the Client shall at all times take into account (i) the fact that the Client has purchased a used vehicle; (ii) the mileage of the Vehicle; and (iii) the first date of registration of the Vehicle. Defects in or damage to parts of the Vehicle do not entitle the Client to reject the Vehicle in its entirety.
12.2. Complaints about the Vehicles shall be made using the MYWAYPRO complaints form available at email@example.com, and with regard to any defect or damage which would be apparent from a reasonable inspection on delivery, shall be mentioned on the collection document or the CMR and/or consignment note. With regard to a hidden defect or damage, the Client must report this to MYWAYPRO at the latest before the expiry of a period of three (3) days after delivery, or (ii) the Client who has driven a maximum of fifty kilometres (50 km) after delivery of the Vehicle.
12.3. Any complaint must be thoroughly substantiated with all evidence necessary for MYWAYPRO or any third party to be able to determine the non-conformity of the Vehicle. For any external damage, the Client shall provide clear pictures, together with an estimate of the value of the damage. For technical problems, the Client shall notify the defect in accordance with clause 12.2 and as soon as possible thereafter (and in no case more than one (1) week after submission of the complaint) submit to MYWAYPRO a document from an official workshop or dealer which describes the technical damage and lists the ID numbers of the required spare parts.
13. INTELLECTUAL PROPERTY
13.1. Texts, photographs, drawings, data, names, company names, domain names, trademarks, logos and other parts visible on the Website are protected by intellectual property rights and are the property of MYWAYPRO or its information suppliers.
13.2. It is prohibited to store, reproduce, modify, distribute, publish, transmit or sell the offered data, or to transfer or otherwise transfer rights with regard to these data to third parties, without the prior, explicit and written consent of MYWAYPRO, under penalty of damages.
14.1. MYWAYPRO collects information from its clients, including the Client, for the purpose of processing client orders, keeping track of data and to occasionally inform Clients about promotions and commercial information relating to MYWAYPRO and related companies. The information collected from Clients may include personal information such as email addresses and other contact details of the Client's employees. The Client agrees to this information being processed for those purposes. At the request of the Client, MYWAYPRO will grant access to the personal information collected regarding employees of the Client and correct this information if necessary. MYWAYPRO will take reasonable precautions to protect the information collected from cCients.
14.2. All personal data collected about Clients will be processed in accordance with the applicable legal obligations. S.A. WONDERCAR N.V., BCE 0876.849.514, Fabrieksstraat 61, 1930 Zaventem, is responsible for the processing of these data. Any questions regarding this subject may be submitted in writing to the address above or electronically via firstname.lastname@example.org.
14.3. Information about the type of data processed, the purpose for which they are processed and your rights in this respect (right of access, right of data portability, right of rectification, right to be forgotten, right to refuse direct marketing, right to complain to the competent authority) can be obtained by written request to S.A. WONDERCAR S.A. This information can also be consulted via https://www.mywaypro.be/privacy-policy.
15. FORCE MAJEURE
15.1. MYWAYPRO shall not be obliged to fulfil its obligations if and insofar as it is prevented from doing so by circumstances beyond its control. Such circumstances shall include, without limitation, fires, explosions, natural disasters and extreme weather conditions such as floods, blizzards and earthquakes, but also, for example, armed conflicts, war and terrorism, riots, lock-outs, strikes and lockouts, epidemic, pandemic, disease, fire, change of transport tariffs, customs tariffs, government measures in general, injunctive actions, late delivery by the Supplier of MYWAYPRO or cancellation of orders by the Supplier of MYWAYPRO, strikes by this Supplier or bankruptcy thereof, or refusal to supply by Suppliers of MYWAYPRO, shortage of manpower, shortage of fuel, destruction of machinery, or relevant change in applicable legislation or fiscal policy, etc.
15.2. If MYWAYPRO has already partially fulfilled its obligations by virtue of the agreement with the Client at the moment that a force majeure situation prevents it from fulfilling its further obligations or if the force majeure situation only partially affects the Client's order, MYWAYPRO shall execute the order as far as possible. In doing so, the Client is obliged to pay for and collect the Vehicles made available in accordance with clause 4 of these General Terms and Conditions.
15.3. If, after acceptance of the order, MYWAYPRO is confronted with a change in circumstances beyond its control (including but not limited to the circumstances mentioned in article 15.1. of these General Terms and Conditions) which affects the Purchase Price of the Vehicles ordered by the Client by more than ten (10)% or affects the delivery time by more than three (3) months, MYWAYPRO may contact the Client to offer a modified price for the Vehicles affected by such circumstances and/or, without prejudice to article 7.3. of these General Terms and Conditions, by modified delivery times. If the Client does not accept the new price or delivery terms offered by MYWAYPRO pursuant to this provision, MYWAYPRO and the Client shall be entitled to terminate the agreement without compensation by giving written notice insofar as it relates to the Vehicles affected by the change in circumstances.
16.1. Unless expressly stated otherwise, all notices, requirements and correspondence will be sent by the Client to MYWAYPRO by post to WONDERCAR S.A., Fabrieksstraat 61, 1930 Zaventem, Belgium, or by email to the email address provided to the Client during the Platform registration process.
16.2. MYWAYPRO has the right to terminate an agreement in whole or in part if the Client files for bankruptcy, requests protection against creditors (e.g. judicial reorganisation), if the Client is dissolved or if a material part of the Client's assets is seized, or if MYWAYPRO has reasonable grounds to believe that the Client is unable to pay for the order. In that case, the claims of MYWAYPRO of the Client become immediately due and payable.
16.3. The Client and MYWAYPRO are independent contractors, and the relationship created hereby shall not be deemed to be that of principal or agent. No sale or obligation of either Party towards a third party shall in any way bind the other party.
16.4. The Client shall not be entitled to transfer these General Terms and Conditions or any rights and obligations arising from these General Terms and Conditions to any other party without the prior written consent of MYWAYPRO. MYWAYPRO shall have 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 any third party in connection with any business restructuring, including, but not limited to, merger and/or acquisition.
16.5. The Client is aware that MYWAYPRO is a merchant that depends on external suppliers and market conditions for the deliveries to its Clients. MYWAYPRO exercises no control over delivery schedules and its Suppliers. The Client accepts that articles 5.1, 7.2, 10, 11 and 15 of these General Terms and Conditions are an essential part of the agreement with MYWAYPRO.
16.6. If a provision of these Terms and Conditions is finally determined to be, or becomes, invalid, illegal or unenforceable, then such provision shall, if possible, and insofar as such clause is invalid, illegal or unenforceable, be replaced by the Parties by a valid, legal and enforceable clause reflecting as close as possible the initial intentions. If the invalid, illegal or unenforceable provision cannot be validly replaced, then no effect shall be given to said clause and it shall be deemed not to be included in these Terms and Conditions, such without affecting or invalidating the remaining provisions of these Terms and Conditions.
16.7. The rights and remedies of each Party under, or in connection with, these Terms and Conditions may be waived only by express written notice to the other Party. Any waiver shall apply only in the instance, and for the purpose for which it is given.
16.8. These General Terms and Conditions, as well as all other or additional agreements agreed upon between MYWAYPRO and the Client, are governed by Belgian law. The parties exclude the application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and its protocols. With the exception of MYWAYPRO's right to seek injunctive or provisional measures before other courts in order to safeguard its rights, all disputes relating to these General Terms and Conditions and any other or supplementary agreement agreed between MYWAYPRO and the Client shall be subject to the exclusive jurisdiction of the courts of the district of Brussels.
16.9. These Terms and conditions have been reviewed on 16/04/2020