GENERAL TERMS AND CONDITIONS OF SALE OF KP MOTORS BV
Exclusively applicable to sales to professional buyers
Article 1 – Identity and scope
1.1. These General Terms and Conditions of Sale apply to all quotations, offers, orders, order confirmations, pro forma invoices, invoices, sales and deliveries of KP Motors BV, with enterprise number BE 0895.365.032, hereinafter referred to as “KP Motors”.
1.2. KP Motors operates exclusively in a professional B2B context. The buyer declares that it acquires the vehicles and/or goods exclusively in the course of its professional or commercial activities and not as a consumer.
1.3. By placing an order, accepting an offer or taking delivery of a vehicle, the buyer accepts these General Terms and Conditions, provided that they were made available to the buyer before or at the time the agreement was concluded.
1.4. Any deviating or additional terms and conditions of the buyer shall apply only if KP Motors has expressly accepted them in writing.
1.5. Special terms and conditions individually agreed in writing shall prevail over these General Terms and Conditions to the extent that they conflict with them.
Article 2 – Offers and conclusion of the agreement
2.1. Unless expressly stated otherwise, offers made by KP Motors are non-binding until KP Motors has confirmed the order in writing.
2.2. A sales agreement is concluded as soon as KP Motors confirms the buyer’s order in writing.
“In writing” includes, among other things: email, WhatsApp or other electronic communication, a signed purchase order, order confirmation, pro forma invoice or any other electronic or written document from which KP Motors’ confirmation is unambiguously apparent.
2.3. Payment of a deposit is not a condition for the conclusion of the agreement, unless expressly agreed otherwise.
2.4. From the moment the agreement is concluded, the order is binding on both parties, subject to the provisions regarding cancellation, termination or force majeure.
2.5. The buyer may not assign its rights or obligations under the agreement to a third party without the prior written consent of KP Motors.
Article 3 – Vehicle data, specifications and equipment
3.1. KP Motors sells vehicles primarily to professional market participants. The buyer acknowledges that it has the necessary professional knowledge to assess the vehicle offered and its characteristics.
3.2. The vehicle shall primarily be identified by its Vehicle Identification Number (VIN), if this is available and has been communicated at the time of sale.
3.3. Information concerning, among other things, version, equipment, options, colour descriptions, power output, CO₂ emissions, emission standard, model year, production year, date of first registration and technical specifications may originate from manufacturers, suppliers, vehicle databases, VIN decoders, catalogues or other external sources.
KP Motors takes reasonable care to ensure the accuracy of this information but cannot guarantee the accuracy of information supplied by third parties or generated automatically.
3.4. Photographs, commercial descriptions, catalogue data, option lists and automatically generated vehicle data are, in principle, provided for information purposes only.
If a particular characteristic, option, version or technical specification is essential to the buyer’s purchasing decision, the buyer must expressly notify KP Motors thereof before conclusion of the agreement and obtain written confirmation thereof.
3.5. An obvious material error, typographical error or data entry error in an offer, price list, advertisement, pro forma invoice or other communication shall not bind KP Motors where, having regard to the buyer’s professional status and the circumstances, the buyer should reasonably have understood that an error had occurred.
Article 4 – Prices and taxes
4.1. Unless expressly stated otherwise, prices are expressed in euros and exclusive of VAT.
4.2. Taxes, levies, registration costs, homologation costs, transport costs and other charges are included only if expressly stated in writing.
4.3. The agreed sales price is binding once the agreement has been concluded, except in the event of an obvious material error or a modification agreed in writing.
4.4. The buyer is responsible for the accuracy of the invoicing, company and VAT information provided by it.
Article 5 – Invoicing and payment
5.1. Invoices and pro forma invoices are payable in the manner and within the period stated thereon.
5.2. Unless expressly agreed otherwise, the full sales price must have been received in KP Motors’ bank account before the vehicle is released, collected or delivered.
5.3. Proof of a payment instruction or bank transfer shall not constitute payment. Payment shall be deemed to have taken place when the amount due has been finally and unconditionally credited to KP Motors’ account.
5.4. KP Motors is entitled to suspend delivery, collection, release of documents or other performance for as long as amounts due have not been paid in full, insofar as such suspension is legally permitted and proportionate.
5.5. Any complaint concerning an invoice must be notified to KP Motors in writing, stating the reasons for the complaint, within eight calendar days of receipt. Such a complaint shall not suspend the obligation to pay the undisputed portion.
Article 6 – Late payment
6.1. In the event of non-payment by the due date, and provided that the statutory conditions are met, interest shall be due automatically and without prior notice of default in accordance with Belgian legislation concerning late payment in commercial transactions.
6.2. In addition, the buyer shall owe fixed compensation equal to 10% of the unpaid amount, with a minimum of EUR 250, insofar as such compensation is legally permissible in the specific circumstances, without prejudice to KP Motors’ right, where legally permitted, to claim compensation for any higher loss actually suffered and proven.
6.3. If an invoice that has become due remains unpaid, KP Motors may, within the limits of applicable law:
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suspend further deliveries or performance;
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suspend orders that have not yet been performed;
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withdraw any payment facilities granted;
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recover other amounts that have become due.
Article 7 – Delivery and collection
7.1. Stated delivery or availability periods are indicative unless it has been expressly agreed in writing that a particular period is essential and binding.
7.2. A vehicle shall not be released before full payment of all amounts due in respect of that vehicle.
7.3. Where the buyer is responsible for collection, KP Motors shall inform the buyer as soon as the vehicle is available.
7.4. The buyer must collect the vehicle no later than ten calendar days after notification of its availability, unless otherwise agreed in writing.
7.5. If the vehicle is not collected on time, KP Motors may, from the eleventh calendar day onwards, charge a storage fee of EUR 15 exclusive of VAT per vehicle per calendar day.
7.6. If, despite an additional written notice, the buyer fails to collect the vehicle within a reasonable additional period, KP Motors may take the measures available under the agreement and applicable law, including, where appropriate, termination of the agreement and compensation for the loss actually suffered.
Article 8 – Transport and risk
8.1. Unless otherwise agreed in writing, transport is not included in the sales price.
8.2. Where the buyer arranges the transport itself or appoints a carrier, transport shall, from the moment the vehicle is physically handed over to the buyer or its carrier, take place at the buyer’s expense and risk, subject to mandatory statutory provisions or an express agreement to the contrary.
8.3. Where KP Motors arranges transport at the buyer’s request, the specific transport conditions shall be agreed separately.
8.4. The party taking delivery of the vehicle upon collection or delivery must inspect its visible condition.
Any visible transport damage or visible discrepancies must be noted on the CMR/consignment note or collection or delivery document and reported to KP Motors without delay.
8.5. The signing of a CMR, collection receipt or delivery document without reservation may be used as evidence of the visible condition of the vehicle at the time of receipt, without prejudice to any rights which cannot legally be excluded.
Article 9 – Vehicle documents
9.1. Depending on the vehicle and its origin, a sale may require, among other things, a European Certificate of Conformity (COC), registration documents, foreign vehicle documents, invoices, an E705 or other administrative documents.
9.2. The buyer acknowledges that certain vehicle documents are issued by manufacturers, leasing companies, foreign suppliers, public authorities or other third parties and that KP Motors cannot always determine the timeframe within which such documents will be issued.
9.3. If it has been communicated in advance that certain documents will follow after physical delivery of the vehicle, their subsequent receipt shall not in itself constitute a defect in the delivery, provided that KP Motors supplies the agreed documents within a reasonable period or makes reasonable efforts to obtain them.
9.4. KP Motors shall not be liable for any delay caused exclusively by a third party or competent authority over which KP Motors reasonably has no control, unless KP Motors itself has committed an attributable fault.
9.5. If a specific document is essential to the buyer before payment, collection, resale or registration of the vehicle, this must be expressly agreed in writing before conclusion of the agreement.
Article 10 – Inspection, condition of the vehicle and complaints
10.1. The buyer acts as a professional buyer and must carefully inspect, or arrange for the inspection of, the vehicle upon delivery or collection.
10.2. Visible damage, missing items or immediately apparent discrepancies must be noted upon receipt on the collection, delivery or transport document and reported to KP Motors in writing as soon as possible.
10.3. Defects which could not reasonably have been detected immediately during a normal professional inspection must be reported to KP Motors in writing and in sufficient detail without unreasonable delay after discovery.
10.4. Where reasonably possible, the buyer must give KP Motors the opportunity to inspect a reported defect before repairs, modifications or replacements are carried out by third parties.
10.5. The vehicle may not be repaired by a third party at KP Motors’ expense without KP Motors’ prior approval, except where urgent measures are reasonably necessary to prevent further damage.
Article 11 – Used vehicles
11.1. In the case of used vehicles, the buyer shall take into account the age, mileage, previous use and normal wear and tear associated therewith.
11.2. To the extent known and reasonably relevant, KP Motors shall disclose any known significant damage or defects.
11.3. A used vehicle is sold in the condition in which it is at the time of sale, taking into account the information expressly agreed between the parties.
11.4. Normal signs of use and wear and tear that reasonably correspond to the vehicle’s age, mileage and use shall not in themselves constitute a defect.
11.5. This Article is not intended to exclude any liability that cannot validly be excluded under applicable law.
Article 12 – Cancellation by the buyer
12.1. A binding order that has been validly concluded may not be cancelled unilaterally by the buyer free of charge.
12.2. Cancellation by the buyer is possible only with the written acceptance of KP Motors.
12.3. If KP Motors accepts the cancellation, the buyer shall owe fixed compensation equal to 10% of the total sales price exclusive of VAT, unless the parties agree otherwise in writing.
12.4. If KP Motors demonstrates that the loss actually suffered as a direct result of the cancellation exceeds the fixed compensation, KP Motors may, insofar as legally permitted, claim compensation for such higher proven loss.
12.5. Any deposits already paid shall be set off against the compensation due and any other amounts payable. Any remaining balance shall be refunded.
Article 13 – Retention of title
13.1. KP Motors shall remain the owner of the vehicle sold until the full sales price and all amounts due directly related to that sale have been paid in full.
13.2. The transfer of risk and the transfer of ownership are separate from one another.
13.3. Until ownership has transferred, the buyer may not pledge, encumber or dispose of the vehicle in any manner that adversely affects the rights of KP Motors.
13.4. If third parties assert rights in respect of a vehicle subject to retention of title, the buyer must immediately notify KP Motors thereof in writing.
Article 14 – Intra-Community supplies and VAT
14.1. If a sale is invoiced as a VAT-exempt intra-Community supply, the buyer declares that it meets the applicable requirements and shall provide, prior to invoicing, a valid VAT identification number and all other information reasonably required.
14.2. The buyer undertakes to cooperate fully and in a timely manner in providing evidence that the vehicle has left Belgium and has been transported to another EU Member State.
14.3. At KP Motors’ first request, the buyer shall provide all reasonably necessary supporting documents, including, as applicable, a correctly completed and signed CMR, transport documents, a declaration of receipt, proof of registration, proof of transport, identification of the carrier and/or any other documents necessary to substantiate the intra-Community supply for tax purposes.
14.4. Where transport is arranged by or on behalf of the buyer, the buyer shall also provide the declaration required by law or other supporting documents within the applicable period.
14.5. If the VAT exemption is wholly or partially refused as a direct result of incorrect information, inaccurate statements, fraud or a breach attributable to the buyer of its obligation to provide the required supporting documents, the buyer shall, within the limits of applicable law, indemnify KP Motors in respect of the VAT directly payable as a result thereof, interest and other demonstrable costs.
14.6. This Article does not constitute a guarantee by KP Motors that any particular tax treatment will be accepted by the competent tax authority.
Article 15 – Liability
15.1. Each party shall be liable for loss directly resulting from a contractual breach attributable to that party, within the limits of the agreement and applicable law.
15.2. To the extent permitted by law, KP Motors shall not be liable for indirect or consequential loss, such as loss of profit, loss of trading margin, lost sales opportunities, business interruption or loss resulting from a delay in the subsequent resale of the vehicle.
15.3. To the extent permitted by law, KP Motors’ total contractual liability in respect of one vehicle shall be limited to a maximum of the sales price exclusive of VAT of the vehicle to which the loss relates.
15.4. The foregoing limitations shall not apply where and to the extent that a limitation of liability is not permitted under mandatory law, including, where applicable, fraud or intentional fault.
15.5. The buyer shall take reasonable measures to prevent and mitigate loss.
Article 16 – Force majeure and circumstances beyond the control of KP Motors
16.1. Neither party shall be liable for non-performance or delay in the performance of its obligations to the extent that this is directly caused by an event reasonably beyond its control and the consequences of which could not reasonably have been avoided.
16.2. Depending on the circumstances, such events may include, among other things: war, fire, natural disasters, strikes, government measures, serious transport disruptions, border closures, system failures, unforeseen serious shortages and significant delays caused by suppliers, manufacturers, carriers or public authorities.
16.3. The affected party shall notify the other party as soon as reasonably possible.
16.4. The relevant obligations shall be suspended for the period during which performance is reasonably impossible.
16.5. If the force majeure situation continues for such a period that further performance no longer reasonably serves any purpose, the parties shall consult with each other regarding termination of the unperformed part of the agreement.
Article 17 – Termination for breach of contract
17.1. If a party fails to perform a material contractual obligation, the other party may give written notice of default and grant a reasonable period within which to remedy the breach, unless remedy is impossible or serves no purpose.
17.2. If the breach is not remedied within this period, the injured party may, provided that the statutory requirements are met, terminate the agreement in whole or in part and claim compensation for demonstrable loss.
17.3. KP Motors may also take appropriate measures where there are objective and serious indications that the buyer will be unable to meet its payment obligations, in accordance with the remedies available under applicable law.
Article 18 – Evidence and electronic communication
18.1. The parties accept that their professional communications by email, WhatsApp or other customary electronic means of communication may constitute evidence of offers, orders, acceptances, amendments and other agreements.
18.2. Electronic documents, copies, messages and commercial correspondence may be used as evidence in accordance with the applicable rules of evidence between businesses.
18.3. The buyer is responsible for the use of the email addresses, telephone numbers and other communication channels communicated by it to KP Motors and shall notify KP Motors of any changes as soon as possible.
Article 19 – Severability
19.1. If any provision of these General Terms and Conditions is declared wholly or partially invalid, void or unenforceable, this shall in principle not affect the validity of the remaining provisions.
19.2. The parties shall, where necessary and legally possible, replace or interpret the relevant provision in a manner that corresponds as closely as possible to its lawful economic purpose.
Article 20 – Applicable law and competent courts
20.1. All agreements with KP Motors shall be governed exclusively by Belgian law.
20.2. The application of the United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention/CISG) is excluded.
20.3. The parties shall first attempt to resolve any dispute amicably.
20.4. If no amicable solution is reached, the competent courts of the judicial district in which KP Motors’ registered office is located shall have exclusive jurisdiction, unless mandatory law provides otherwise.
KP Motors BV
Enterprise number: BE 0895.365.032
Version 1.0 – September 2026
Language versions
These General Terms and Conditions of Sale have been drawn up in Dutch and may be made available in other languages for information purposes. In the event of any contradiction, difference in interpretation or ambiguity between the different language versions, the Dutch version shall prevail, to the extent permitted by law.