Refund policy
General Terms and Conditions of URBAN AUTOMOTIVE EUROPE BV, trade name Heritage Customs.
Article 1: Applicability and Definitions
1. 2. 3. 4. 5. 6. 7. These General Terms and Conditions apply to all offers, proposals, and agreements
concerning the purchase and sale of goods, as well as the performance of services,
including but not limited to advisory, design, manufacturing, assembly, mounting,
maintenance, inspection, repair, and agency work by URBAN AUTOMOTIVE EUROPE BV, trade name Heritage Customs,
hereafter referred to as "Heritage."
The party purchasing goods or commissioning services from Heritage shall
hereafter be referred to as "the Client."
For provisions where the Client is a natural person not acting in the course of a
profession or business, the Client shall be referred to as "the Consumer."
"In writing" for the purposes of these General Terms and Conditions includes
communication by letter, email, or any other mode of communication that is deemed
equivalent in view of technological advancements and conventional practices.
The potential invalidity of (any part of) a provision contained in these General Terms
and Conditions shall not affect the validity of the remaining provisions.
These General Terms and Conditions also apply to additional, partial, or follow-up
orders and contracts following the initial agreement.
A lasting business relationship shall only be deemed to exist if Heritage has
provided these General Terms and Conditions to the Client on multiple occasions.
Heritage is not obliged to re-present these General Terms and Conditions for them
to apply to each new agreement.
Article 2: Formation of Agreements
1. 2. 3. An agreement is formed after the Client has accepted Heritage's offer, even if this
acceptance differs only on minor points. However, if the Client's acceptance differs
fundamentally from the offer, the agreement shall not be deemed established until
Heritage has expressly agreed to these differences in writing.
If the Client instructs Heritage or places an order without a prior proposal, or if a
verbal agreement is made, Heritage shall not be bound by this instruction, order, or
verbal agreement until it has confirmed it in writing to the Client, or as soon as
Heritage—without objections from the Client—has commenced performance of
these instructions, order, or agreement.
Additions or amendments to these General Terms and Conditions or the agreement
shall only bind Heritage after they have been confirmed in writing to the Client.Article 3: Offers and Quotations
1. 2. 3. 4. 5. 6. 7. All offers and quotations from Heritage are non-binding unless they specify a firm
date for acceptance. If an offer or quotation contains a non-binding proposal and
the Client accepts it, Heritage is entitled to withdraw the proposal within two working
days of receiving acceptance.
A draft estimate does not oblige Heritage to deliver part of the proposal stated in
this estimate for a corresponding part of the price.
If the offer is based on information provided by the Client and this information
appears incorrect or incomplete, or if it later changes, Heritage is entitled to adjust
the prices, rates, and/or delivery terms stated in the offer accordingly.
Offers, proposals, prices, and rates do not automatically apply to additional or new
orders.
The samples and models shown and/or provided, specified colors, capacities,
characteristics, dimensions, weights, and other descriptions in brochures,
promotional material, and/or on Heritage's website are as accurate as possible but
are given as indications only. The Client may not derive any rights from these
indications.
The samples and models shown and/or provided, specified colours, capacities,
characteristics, dimensions, weights, and other descriptions in brochures,
promotion material and/or on the website6 of Heritage are as accurate as possible,
but given as indication only. The Client may not derive any rights from this.
Specifically, for custom design and handcrafted work, including but not limited to
color spraying, leather application, and other material finishes, artist impressions
and visual representations may differ from the realized work due to the unique
nature of materials and processes. A reasonable margin of error or variation
between design concepts and the final product is therefore allowed and accepted
by the Client.
The samples and models stated in the previous paragraph and all industrial and
intellectual property rights thereof, shall remain Heritage’s property and shall be
returned to Heritage on first demand at the Client’s expense.Article 4: Fees, Prices, and Rates
1. 2. 3. 4. 5. 6. 7. Unless parties have agreed a fixed fee, Heritage shall charge its fee on a time
costing basis, applying the agreed hourly rate or Heritage's customary hourly rate
which is 115,- euro exclusive VAT
The prices or rates stated in offers, proposals, price lists, and the like are exclusive
of Dutch VAT and any possible costs, such as shipping or transport costs, import
duties, costs for preparing vehicles, administrative costs, and expense claims of
third parties engaged.
The Client may request an indication of the price or fee owed for performing repairs
or maintenance when concluding the agreement. If the price or fee estimate may be
overrun by 20% or more, Heritage will contact the Client to discuss the additional
costs.
Heritage is entitled to increase a fixed fee if it appears during the execution of the
agreement that the parties did not correctly estimate the agreed or expected
amount of work when concluding the agreement, and this incorrect estimate is not
due to an attributable failure of Heritage, and it cannot reasonably be expected to
carry out the work for the agreed fee.
In the event that a dispute arises between parties about the number of hours spent
and/or charged, Heritage's hour recording shall be binding, unless the contrary is
proved on the part of the Client.
If (cost)price increasing circumstances occur at the expense of Heritage between
the date of concluding the agreement and its execution, due to legislation and
regulations, currency fluctuations, price changes of third parties or other suppliers
engaged by Heritage, or changes in the prices of required materials, components,
and suchlike, Heritage is entitled to increase the agreed price or fee accordingly
and charge it to the Client.
In the event of price or rate increases within 3 months after the formation of the
agreement, the Consumer is entitled to terminate the agreement by means of a
written statement. If the Consumer has not informed Heritage within fourteen days
after notification of the price or rate change that they wish to exercise their right to
terminate, Heritage may assume that the Consumer has agreed with the price or
rate change.Article 5: Engaging Third Parties
1. 2. If required for the proper execution of the agreement, Heritage is entitled to have
specific deliveries made or work carried out by third parties. This is at the sole
discretion of Heritage.
When engaging third parties for services such as shipping, transport, customs
clearance, or specialized fabrication, Heritage shall endeavor to select reputable
partners. However, Heritage shall not be liable for any acts, omissions, or
shortcomings of such third parties, unless such liability arises from gross
negligence or willful misconduct on the part of Heritage in selecting or instructing
the third party.
Article 6: Obligations of the Client
1. 2. 3. 4. 5. The Client must ensure that: a. All information, including vehicle registration papers,
technical specifications, and any other data required for the execution of the
agreement, are made available to Heritage in time and in the manner required by
Heritage. b. Vehicles or any other goods that are subject to the agreement are
made available to Heritage on the agreed day and at the agreed time, at the agreed
location. c. All necessary permissions, licenses, or approvals from relevant
authorities (e.g., for vehicle modifications, import/export) are obtained by the Client
in a timely manner.
The Client shall ensure that all information, car registration papers, etc., are correct,
complete, and authentic, and shall indemnify Heritage against any third-party claims
arising from the information, car registration papers, or other documentation not
being correct or authentic.
Heritage shall treat the information provided by the Client confidentially and only
provide it to third parties insofar as necessary for the execution of the agreement.
The risk of vehicles or other items belonging to the Client which Heritage has in its
possession for the execution of the agreement shall remain with the Client. The
Client is solely responsible for maintaining comprehensive insurance coverage for
their vehicle, including but not limited to damage, theft, and loss, throughout the
entire duration that the vehicle is in Heritage's possession for the execution of the
agreement, including during transport and storage. The Client shall be obliged to
adequately insure this vehicle or these goods. The same applies to property of the
Client located in said vehicle at the time the Client makes it available to Heritage.
The Client acknowledges and accepts full responsibility, risks, and liability for the
legal and administrative procedures related to the (re)registration of the vehicle6. 7. 8. after the project, in compliance with all applicable traffic laws, regulations, and
import/export requirements in the relevant jurisdiction(s). Heritage accepts no
liability for the Client's failure to comply with these obligations.
If the obligations under this Article are not complied with in time, Heritage is entitled
to suspend the execution of the agreement until the moment that the Client has met
its obligations. The costs related to the delay incurred, costs for performing
additional work, or any other consequences arising from this shall be at the
expense and risk of the Client.
If the Client fails to comply with its obligations and Heritage fails to require
performance by the Client, it shall not affect Heritage's right to require performance
at a later date.
Third-Party Transport and Inspection: If vehicles are transported by third parties at
any stage of the project, Heritage strongly recommends that the Client engages an
independent inspection agency to assess the vehicle's condition both before and
after such transportation. Heritage is not responsible for the costs or arrangements
associated with such independent inspections. Heritage shall not be liable for any
damage occurring during transportation arranged by or on behalf of the Client,
unless Heritage is demonstrably responsible for the transport and the damage is
due to its gross negligence or willful misconduct.
Article 7: Delivery and Completion Periods
1. 2. 3. Agreed delivery/completion periods shall never be considered as strict deadlines.
Due to the bespoke and handcrafted nature of Valiance and one-off projects, the
exact completion timelines can be subject to unforeseen complexities and
specialized processes. While Heritage provides estimated completion dates, these
are purely indicative and do not constitute strict deadlines. If Heritage fails to deliver
the agreed performance at all or in time, it shall have to be given notice of default in
writing accordingly, whereby5 Heritage shall be given a reasonable period to meet
its delivery/completion obligations at a later date. Delays in project completion for
custom work do not entitle the Client to cancel the order or demand a refund,
provided Heritage is exercising reasonable efforts to complete the work.
The risk concerning the delivered items shall pass to the Client at the time of
delivery. The moment of delivery for the purposes of these General Terms and
Conditions shall mean: the moment these items to be delivered will leave the
premises, the warehouse, or the site of Heritage, or the moment that Heritage has
informed the Client that it may collect the items.
Contrary to the provisions of paragraph 2 of this Article, for Consumers, the moment
of delivery shall mean: the time at which the goods to be delivered are de facto inthe possession of the Consumer.
4. Dispatch or transport of the items ordered shall occur in a manner to be decided by
Heritage, however, at the expense and risk of the Client. Heritage is not liable for
any damage of whatever nature—whether or not to the items themselves—that is
related to the dispatch or the transport, including but not limited to customs delays,
import duties, or damage during transit, unless such damage is due to Heritage's
gross negligence or willful misconduct.
5. Contrary to the provisions of paragraph 4 of this Article, the dispatch or transport of
items ordered on behalf of Consumers shall occur at the risk of Heritage, but at the
expense of the Client.
6. If the items ordered cannot be delivered due to risks affecting the Client, or if the
items are not collected, Heritage is entitled to store the items for the account and
risk of the Client. Unless Heritage has expressly stipulated a different term in
writing, the Client shall enable Heritage within one month after notifying it of the
storage to deliver the items, or shall collect the items within said term.
7. If the Client still fails to meet its obligations after expiry of the term referred to in
paragraph 6 of this Article, it shall be immediately in default. Heritage shall then be
entitled to terminate the agreement fully or partially with immediate effect, without
judicial intervention, by means of a written statement, and to sell the items to third
parties. All this without any obligation arising for Heritage to compensate damage,
expenses, and interest.
8. The above leaves intact the obligation of the Client to compensate any (storage)
costs, losses due to delays, profit losses, or any other damage.
9. Stock Availability for Purchased Items: While Heritage strives to maintain adequate
stock levels, items purchased in the shop or through direct order may occasionally
be out of stock, leading to extended delivery times. Such delays due to stock
unavailability do not constitute grounds for a refund or cancellation of the order,
provided Heritage informs the Client of the estimated delivery timeframe within a
reasonable period. Heritage will keep the Client informed regarding the status of
such orders.
10. Incoterms: Unless explicitly stated otherwise in the specific agreement or offer, all
international deliveries by Heritage are made on a Delivered at Place (DAP)
Incoterm basis. This means Heritage is responsible for delivering the goods to the
named place of destination, cleared for export, but not for import clearance or any
applicable import duties or taxes at the destination. The Client is responsible for all
costs and risks associated with unloading the goods and for import customs
clearance, duties, and taxes in the destination country.Article 8: Progress and Execution of Agreement
1. 2. 3. 4. 5. If the start, progress, or completion of the work or the agreed delivery of items is
delayed due to the fact that: a. Heritage has not received in time the information,
car registration papers, or other necessary documentation from the Client; b.
Heritage has not received in time the agreed (advance) payment from the Client; c.
There are other circumstances that are at the expense and risk of the Client; then
Heritage is entitled to an extension of the delivery/completion term that may
reasonably follow from those circumstances, and it is entitled to charge the Client
the costs and damage involved, such as any waiting hours.
Heritage shall exert itself to effect the agreed work and deliveries within the time
agreed and planned for this purpose, insofar as this can reasonably be expected
from it. If the execution of the agreement should be expedited at the request of the
Client, Heritage is entitled to charge the overtime hours and other costs involved to
the Client.
Heritage shall be deemed to be familiar with all relevant Dutch legal stipulations for
the execution of the agreement. The Client is responsible for ensuring compliance
with any specific local regulations or requirements outside of the Netherlands where
the vehicle or items will be registered or used. The costs involved for the
observance of these provisions and regulations outside of the Netherlands shall be
for the expense of the Client.
If during the execution of the agreement it appears that the work and/or deliveries
cannot be carried out in the agreed manner as a result of unforeseen
circumstances (e.g., unexpected technical challenges, unavailability of specific
parts), Heritage shall consult with the Client about changing the agreement.
Heritage shall at the same time inform the Client about the consequences of the
change for the agreed prices, rates, and the agreed delivery/completion terms. If
the execution of the agreement has become impossible as a result, Heritage shall
in any case be entitled to full compensation for the work already performed or
deliveries already made.
Project Scheduling and Payments: The progress and scheduling of Valiance and
one-off projects are contingent upon timely receipt of all agreed payments. Should
payments fall behind the agreed schedule, Heritage reserves the right to adjust the
project timeline, including delaying subsequent stages of work, until full payment is
received. Any such adjustments to the schedule due to delayed payments shall not
be considered a delay attributable to Heritage and shall not entitle the Client to
claim compensation or terminate the agreement.Article 9: Part Exchange/Purchase of Vehicles
1. 2. 3. 4. 5. 6. 7. When parties have agreed that the Client will trade in a vehicle against the
purchase of a vehicle from Heritage, the trade-in vehicle shall remain for the
account and risk of the Client until the moment of delivery. The moment of delivery
for the purposes of these General Terms and Conditions shall mean the moment at
which the vehicle used in the part exchange arrives on Heritage’s premises.
The Client shall remain liable for all costs for maintenance, damage, loss, and/or
devaluation of the vehicle to be used in the part exchange until the moment of
delivery.
Heritage shall not be bound by the agreed trade-in price if the actual delivery of the
vehicle used for the part exchange is later than agreed or expected, regardless of
whether this is caused by a delay in the anticipated delivery of the purchased
vehicle by Heritage or otherwise. In that event, a percentage agreed in advance
between parties may be applied as depreciation against the trade-in or purchase
price.
The Client guarantees that the vehicle it trades is free of any rights and claims by
third parties, has not suffered any undisclosed damage, or that any damage has
been agreed between parties, that it is in a sound and road-worthy condition
suitable for its intended purpose, and has not been manipulated with respect to its
mileage or other critical information.
The Client shall be obliged to provide Heritage with all information relating to the
trade-in vehicle of which it is aware, or could reasonably be aware that it is
important to Heritage, including any history of accidents, modifications, or
significant repairs.
The Client shall also be obliged to issue to Heritage all car registration papers,
service history, keys, and other documents related to the trade-in vehicle.
Condition of Trade-in Vehicle: The Client guarantees that the trade-in vehicle, as
described in paragraph 4 of this Article, will be delivered to Heritage in the agreed-
upon condition. If, upon delivery and inspection by Heritage, the trade-in vehicle is
found not to be as described, or is delivered in a defective or damaged state not
previously disclosed or agreed upon, Heritage reserves the right to claim
compensation from the Client for any resulting damages, repair costs, or
devaluation. This may include, but is not limited to, adjusting the trade-in value or
invoicing the Client for the necessary repairsArticle 10: Contract Variations (Additional Work/Changes)
1. 2. 3. 4. "Additional work" for the purposes of these General Terms and Conditions shall
mean: all additional work and deliveries requested by the Client or necessarily
arising from the work and deliveries, which has/have not been included in the
proposal, offer, or assignment.
Contract variations must be agreed between Heritage and the Client orally or in
writing and be confirmed in writing if necessary.
Settlement of contract variations shall in any case take place: a. In the event of
amendments to the original instruction; b. In the event of unforeseen cost increases
or decreases; c. In the event of changes in legal or regulatory requirements
affecting the agreed work.
Settlement of contract variations shall occur at once with the final settlement, unless
parties have explicitly agreed otherwise in writing.
Article 11: Completion and Acceptance
1. 2. 3. 4. 5. If the agreement relates to the performance of work and parties have not agreed an
explicit completion term, Heritage shall inform the Client that the agreed work has
been completed and that the vehicle or item is ready for collection or use.
The result of the work performed by Heritage shall be deemed to have been
delivered in conformance with the agreement if the Client has verified this result
and has signed the delivery statement or work slip for approval.
The result of the work shall also be deemed to be delivered in accordance with the
agreement if the Client has taken into use the relevant vehicle or the item and has
not complained to Heritage within two weeks after taking the vehicle or item into
use.
Work not yet performed or not yet completed by third parties engaged by or on
behalf of the Client, which will affect the appropriate use of the result of the work/the
items, shall not affect the completion of the work performed by Heritage.
If the Client still finds defects, imperfections, and suchlike regarding the (result of
the) work/the items after the completion referred to in this Article, the provisions of
the Complaints Article referred to in these General Terms and Conditions shall
apply.Article 12: Complaints
1. 2. 3. 4. 5. 6. The Client is obliged to check the delivered items immediately upon receipt, and in
any event within 48 hours of delivery, and to state any visible failures, defects,
damage, and suchlike on the accompanying note. Should an accompanying note
be lacking, the1 Client must report the deficiencies, defects, damage, and suchlike
in writing to Heritage within 48 hours after receipt of the items. Failure to inspect
and report within this 48-hour period shall result in the forfeiture of any claim for
visible defects, damage, or discrepancies upon delivery.
Other complaints in view of the delivered items must be reported to Heritage in
writing immediately after discovery – yet ultimately within the agreed guarantee
period. All consequences of not immediately reporting these are at the risk of the2
Client. If no explicit guarantee period has been agreed, a period of 6 months after
delivery shall apply.
All complaints in view of the work carried out must also be reported in writing to
Heritage immediately after discovery, yet ultimately within 1 week after completion
of the work. All consequences of not immediately reporting these are at the risk of
the Client.
If a complaint has not been reported to Heritage within the periods previously
referred to, the items are deemed to be in a good condition and in accordance with
the agreement, or the work carried out is deemed to have been carried out in
accordance with the agreement.
Complaints shall not defer the payment obligation of3 the Client.
The Client must give Heritage the opportunity to investigate the complaint and
provide all information to Heritage that is relevant for the complaint. If it is essential
to return the item or make the item available for investigating the complaint or if it is
essential that4 Heritage will investigate the complaint on site, the costs involved in
this shall be at the expense and risk of the Client, unless the complaint later
appears well-founded.
Article 13: Guarantees
1. 2. Heritage shall ensure that the agreed deliveries or work are carried out
appropriately and in accordance with the standards applicable in its industry, but
shall never issue further guarantee in respect of these deliveries or this work than
explicitly agreed between parties.
Heritage shall guarantee the usual standard quality and reliability of the delivered
work or items.3. 4. 5. 6. 7. 8. 9. In using the parts and materials necessary for executing the agreement, Heritage
shall base itself on the information issued by the manufacturer or supplier of these
parts or materials concerning the characteristics of these parts or materials. If the
manufacturer or supplier has issued a guarantee for the supplied parts or materials,
the guarantee shall apply equally between parties. Heritage shall inform the Client
about this.
Without prejudice to the stipulations of paragraph 3 of this Article, Heritage shall not
guarantee any declarations or commitments issued by the manufacturer or supplier
of any items supplied on fuel consumption, CO2 emissions, and suchlike.
Defects that are the result of technical changes made by or for the Client to the
items themselves or to their parts, such as defects that are the result of adapting
the fuel supply on a vehicle to accommodate a different fuel, are not covered by the
guarantee, unless parties have explicitly agreed otherwise.
Guarantees on used items, parts, or materials, for instance on second-hand cars,
demonstration and showroom models, and trade parts are expressly excluded,
unless parties have expressly agreed otherwise in writing.
Emergency repairs made by Heritage instructed by the Client shall not be covered
under a guarantee.
Heritage shall not guarantee and shall never be deemed to have guaranteed that
the items supplied are suitable for the specific purpose for which the Client wishes
to treat, process, or use the goods, unless it has explicitly agreed such in writing to
the Client.
If the Client rightly invokes the guarantee provisions, Heritage shall take care of the
repair or replacement of the item or carry out the work agreed in the right manner,
free of charge, or refund or reduce the price agreed for the items or work. This is at
the discretion of Heritage. If there is any additional damage, the provisions set out
in the Liability Article of these General Terms and Conditions shall apply.
Article 14: Liability
1. 2. 3. 4. Heritage shall not accept any liability beyond the explicitly agreed guarantees or
guarantees, guaranteed results, or quality requirements given by Heritage.
Without prejudice to that stated in paragraph 1 of this article, Heritage shall only be
liable for direct damage. Any liability of Heritage for consequential damage such
as trading losses, loss of earnings and/or losses sustained, damage caused by
delay, and/or personal or bodily injury shall be expressly excluded.
The Client shall be obliged to take all measures necessary to prevent or limit any
damage.
If Heritage is liable for the damage suffered by the Client, Heritage’s liability forcompensation shall at all times be restricted to the maximum amount paid by its
insurer where appropriate. If Heritage's insurer does not pay or if the damage is not
covered by the insurance taken out by Heritage, Heritage’s liability for
compensation shall be limited to the invoice amount of the delivered/completed
items, or the work carried out at most.
5. The Client shall commence proceedings against Heritage no later than six months
after the point where it gained knowledge or should have gained knowledge of the
damage it has sustained.
6. A period of one year shall apply for the Consumer in departure from paragraph 5 of
this article.
7. Should the Client make materials and/or components available for further
processing or assembly, Heritage shall be liable for a correct processing or
assembly, but in any case not for the reliability, quality, or suitability of the materials
or components themselves.
8. The Client cannot invoke the applicable guarantee, nor hold Heritage liable on any
other grounds if the damage has arisen due to: a. Incompetent use or use contrary
to the designated use of the supplied items or contrary to the instructions, advice,
user manual, etc., provided by or on behalf of Heritage; b. Incompetent storage or
maintenance of the delivered goods; c. Errors, incompleteness, or defects in the
details, materials, or parts issued by or for the Client to Heritage; d. Directions or
instructions of or on behalf of the Client; e. The performance of repairs or other
work or treatments to the items delivered and performed by or on behalf of the
Client, without the explicit prior permission of Heritage. f. Non-compliance with
applicable local or international laws and regulations by the Client, including but not
limited to vehicle registration, import/export duties, and roadworthiness
requirements.
9. The Client shall, in the cases stated in paragraph 8 of this article, be fully liable for
all damage flowing from this and shall expressly indemnify Heritage from all third-
party claims to compensate for this damage.
10.The limitations of the liability stated in this article shall not apply if the damage is
due to intent and/or gross recklessness by Heritage or its supervisory staff at a
management level, or if mandatory legal provisions oppose this. Only in these
cases shall Heritage indemnify the Client against any third-party claims.Article 15: Payment
1. 2. 3. 4. 5. 6. 7. 8. 9. Heritage shall at all times be entitled to demand (partial) advance payment or any
other security for payment from the Client.
Payment must be made in cash upon delivery/completion or upon invoicing. If an
invoice is sent, payment must be made within the stated days on the invoice after
the invoice date, unless parties have expressly agreed otherwise in writing. The
invoice shall be deemed to be correct if the Client fails to object within the payment
term.
If an invoice has not been paid in full following expiry of the deadline stated in
paragraph 2, the Client shall be liable to Heritage for late payment interest of 4
(four) percent per month calculated cumulatively over the principal sum. Parts of a
month shall be counted as full months.
Heritage shall also be entitled to charge the Client for out-of-court collection costs if
payment is still outstanding following dunning by Heritage.
The out-of-court collection costs stated in paragraph 4 in case of demands with a
principal sum of up to € 25,000.00 shall amount to: a. Fifteen percent of the amount
of the principal sum for the first € 2,500.00 of the demand (with a minimum of €
40.00); b. Ten percent of the amount of the principal sum over the next € 2,500.00
of the demand; c. Five percent of the amount of the principal sum over the next €
5,000.00 of the demand; d. One percent of the amount of the principal sum over the
next € 15,000.00 of the demand;
If the principal sum exceeds € 25,000.00, Heritage shall be entitled to charge the
Client out-of-court collection costs over the first € 25,000.00 in accordance with
paragraph 5 of this article and out-of-court collection costs of 10 percent on the
remainder.
For calculating the out-of-court collection costs, Heritage shall after one year be
entitled to increase the principal sum of the demand by the cumulatively built up late
payment interest in that year according to paragraph 3 of that article.
If full payment by the Client is not forthcoming, Heritage shall be entitled to dissolve
the agreement by giving notice in writing without any further notice of default or
judicial intervention, or to suspend its obligations under the agreement until
payment has been received or the Client has provided proper security for this.
Heritage shall also have the aforementioned right of suspension if it has legitimate
grounds to doubt the Client’s creditworthiness even before the Client enters into
default regarding payment.
Heritage shall first apply the payments made by the Client to settle all the
outstanding interest and costs and then against the longest outstanding payable
invoices unless the Client expressly states at the time of payment that the paymentrelates to a later invoice.
10.a. The Client shall not be entitled to offset claims from Heritage against any
counterclaims that it may have against Heritage. This shall also apply if the Client
applies for (temporary) suspension of payment or is declared bankrupt. b. That
stated in sub a. of this article shall not apply to agreements with the Consumer.
Article 16: Reservation of Ownership
1. 2. 3. 4. 5. 6. Heritage shall reserve ownership of all items delivered and to be delivered up until
the point at which the Client has completely fulfilled all payment obligations towards
Heritage, including the purchase price, any costs for work carried out in connection
with the delivery, and demands due to culpable shortcoming by the Client in fulfilling
its obligations, including compensation, out-of-court collection costs, interest, and
any penalties.
As long as the items delivered are subject to reservation of ownership, the Client
shall not be entitled to pledge these items in any way or to put them at the disposal
of a financier.
The Client shall be obliged to inform Heritage immediately in writing if any third
parties assert reservation of ownership or other rights on the items subject to
reservation of ownership.
The Client shall be obliged to carefully preserve the items subject to reservation of
ownership and to ensure that they are identifiable as Heritage’s property until it has
fulfilled all its payment obligations towards Heritage.
The Client shall arrange for consequential loss insurance or fire and theft insurance,
ensuring that the items delivered subject to reservation of ownership are covered at
all times, and to make the insurance policy and the respective premium payment
receipts available for inspection by Heritage on first demand.
If the Client contravenes the conditions of this article or if Heritage claims
reservation of ownership, Heritage and its employees shall have the irrevocable
right to enter the Client’s premises and take back the items subject to reservation of
ownership, without prejudice to Heritage’s right to compensation due to damage,
loss of earnings, and interest, and the right to dissolve the agreement giving written
notice without further notice of default.Article 17: Industrial and Intellectual Property Rights
1. 2. 3. 4. All industrial and intellectual property rights relating to the work or any part thereof,
including but not limited to advisory statements, calculations, drawings, budgets,
planning, designs, models, and prototypes, as commissioned to or executed by
Heritage, in the widest sense, are the exclusive property of and shall
unconditionally and remain with Heritage.
The use thereof for any purpose, commercial or non-commercial, more specifically
for the purpose of reproduction, adaptation, or exploitation of the design, without the
prior written consent of Heritage, is strictly prohibited.
The Client is not allowed to execute any technical, visual, or functional alterations,
changes, or modifications to the interior or exterior of the vehicle or parts thereof, as
designed or supplied by Heritage, without the explicit and prior written consent of
Heritage.
Heritage has duly informed the Client, and the Client acknowledges, that the OEM
(Original Equipment Manufacturer of the vehicle) may have objections against any
technical, visual, or functional alterations, changes, or modifications to the interior
or exterior of the vehicle or parts thereof, as designed and executed by or through
Heritage. In case these objections may result in further legal actions of the OEM
against Heritage or the Client, the Client will be liable for and will indemnify Heritage
for all costs related directly or indirectly with these legal actions, including costs of
fines, compensation of any kind, and legal fees.
Article 18: Right of Retention
1. 2. Heritage shall be authorised to suspend the delivery of the ordered goods, as well
as returning the goods of the Client which Heritage has in its possession for the
work, and for the period that: a. The Client has not or not fully paid the costs of the
work on the items; b. The Client has not or not fully paid the costs of the work
previously carried out on the items; c. The Client has not or not fully paid other
debts due and payable following the contractual relationship with Heritage. This
right of retention specifically applies to any vehicle or property of the Client held by
Heritage for a Valiance or other custom project until all outstanding payments
related to that project or any other contractual relationship are settled in full.
Heritage is not liable for any damage – of whatever nature – arising from the right of
retention it is exercising.Article 19: Bankruptcy, Loss of Power to Dispose of Property, etc.
1. 2. 3. Without prejudice to that stated in the other articles of these General Terms and
Conditions, Heritage shall be entitled to dissolve the agreement by giving written
notice without any further notice of default or judicial intervention at the point where
the Client; a. Is declared bankrupt or files for bankruptcy; b. Applies for (temporary)
suspension of payment; c. Is affected by enforceable seizure; d. Is placed under
guardianship or judicial supervision; e. Otherwise loses the power to dispose of its
property or loses legal capacity regarding all or part of its assets.
That stated in paragraph 1 of this article shall apply if the guardian or administrator
recognizes the obligations flowing from the agreement as liabilities of the estate.
The Client shall be obliged at all times to inform the guardian or the administrator of
the (content of the) agreement and these General Terms and Conditions.
Article 20: Force Majeure
1. 2. 3. 4. In the event of force majeure with respect to the Client or Heritage, Heritage shall
be entitled to dissolve the agreement by giving written notice to the Client without
judicial intervention or to suspend its obligations towards Heritage for a reasonable
period without being liable for any compensation.
Force majeure with respect to Heritage in the context of these General Terms and
Conditions shall include: a non-culpable shortcoming by Heritage, third parties or
suppliers engaged by it, or other serious grounds on the part of Heritage.
The following shall be considered as force majeure: war, revolt, mobilization,
domestic and foreign riots, government measures, strikes within Heritage’s
organization and/or that of the Client or the threat of this and similar circumstances,
disturbances to the exchange rates prevailing at the time of entering into the
agreement, business interruptions due to fire, break-in, sabotage, natural and
similar phenomena also due to epidemic outbreaks, pandemics and viral diseases,
severe weather conditions, blockades, accidents and similar transport difficulties,
and delivery problems.
If the force majeure occurs after part of the agreement has already been carried
out, the Client shall be obliged to fulfill its obligations towards Heritage up to that
point.Article 21: Cancellation and Suspension
1. 2. 3. 4. 5. If the Client wishes to terminate the agreement prior to or during the execution
thereof, it shall be due compensation to be further determined by Heritage. This
compensation shall comprise all costs already incurred by Heritage and its damage
suffered due to the termination, including lost profits. Heritage is entitled to fix the
aforesaid compensation and—at its discretion and dependent on the work already
carried out or deliveries made—to charge 20 to 100% of the agreed price to the
Client.
The Client shall be liable towards third parties for the consequences of the
cancellation and shall indemnify Heritage for claims from these third parties arising
from this.
Heritage shall be entitled to offset all amounts already paid by the Client against the
amounts of compensation owed by the Client.
Should the execution of the agreement be suspended at the request of the Client,
the compensation for all the work already carried out at that moment, or deliveries
made, or costs incurred shall be immediately due and payable, and Heritage will be
entitled to charge these to the Client. Furthermore, Heritage is entitled to charge the
costs to be incurred or already incurred as well as the hours already reserved prior
to the suspension period to the Client.
If it is not possible to resume the carrying out of the agreement after the agreed
suspension period, Heritage shall be entitled to dissolve the agreement without
judicial intervention by giving written notice to the Client. If the carrying out of the
agreement is resumed following the agreed suspension period, the Client shall be
obliged to reimburse Heritage for any costs due to the resumption.Article 22: Applicable Law, Jurisdiction, Arbitration, and
Mediation
1. 2. 3. 4. The agreement entered into between Heritage and the Client shall be governed
exclusively by Dutch law.
Any disputes shall be adjudicated by the competent court in the district where
Heritage has its registered office in the Netherlands.
The Consumer shall be entitled at all times to opt for the dispute to be adjudicated
by the legally competent court provided it makes this choice known in good time to
Heritage. The term "in good time" shall mean: within one month of Heritage
informing the Consumer in writing of its intent to have the dispute adjudicated by
the court in the district where it has its registered office.
Arbitration or mediation is explicitly excluded, unless agreed upon in writing
between Parties.
Article 23: Additional Terms for "Valiance" and “one of one”
projects
Agreement on exclusion of liability on conversion projects of Heritage Customs is part of
the quote and total agreement, whereas:
1. The project is initiated and executed solely at the request and responsibility of the
Client. Heritage has accepted the commissioning for design and technical expertise
2. 3. 4. 5. only.
Client has commissioned Heritage to execute the conversion of a fixed head
vehicle, owned by Client, to a convertible, pickup version or one of one;
The design, all technical aspects, and costs of this conversion have been specified
and clarified to Client, and Client acknowledges and accepts the full scope thereof;
Heritage requires the limitation and exclusion of liability as stated in the quote.
Heritage has executed the conversion to its best knowledge and skills but does not
accept any liability connected or related to the conversion project in the broadest
possible interpretation, including but not limited to any decrease in vehicle value,
changes in driving dynamics, or impacts on manufacturer's warranties. The Client
expressly acknowledges that Heritage is a design studio specializing in vehicle
conversions and customizations, not an original equipment manufacturer (OEM).
The rebuilt vehicles are bespoke creations and should not be considered or
expected to meet the same standards, certifications, or warranties as mass-
produced, factory-built vehicles.Article 24: Nature of Handcrafted Work
1. The Client acknowledges and accepts that due to the handcrafted nature of
Heritage's work, especially in bespoke and Valiance projects, minor irregularities,
unevenness, or unique characteristics may be present in the finished product.
These are inherent to the artisanal process and are not considered defects,
provided they do not significantly impair the functionality or overall aesthetic quality
as determined by industry standards.
Company Details:
URBAN AUTOMOTIVE EUROPE BV, trade name Heritage Customs,
Kooltjesbuurt 1
1411 RZ Naarden-Vesting
The Netherlands
Email: hello@heritagecustoms.nl
Website: www.heritagecustoms.nl
VAT: NL864597757B02
CoC: 88370755