GENERAL TERMS AND CONDITIONS OF GOLD FINANCE & LEASING BV
Chamber of Commerce Amsterdam number 30170177

General

1. These General Terms and Conditions are part of all agreements concerning a sale and purchase concluded by and between Gold Finance & Leasing BV and buyers not acting in the course of a profession or business.
   
2. They were established in May 2011 and take effect as from 1 June 2011.
   

Definitions
In these General Terms and Conditions the following is understood as:

• the car: a passenger car, a combination or delivery van derived there from, of which the total weight including the load capacity does not exceed 3,500 kg;
  
• the car to be redeemed: a car that is within the framework of the agreement sold by the buyer to the seller by way of redemption;
• the agreement: the sale and purchase agreement for a new or used car;
  
• Gold Finance & Leasing BV: the party that sells a new or used car in pursuance of the agreement;
  
• the buyer: the party that buys a new or used car in pursuance of the agreement;
  
• the warranty: the warranty that is provided by the manufacturer, importer or seller of those cars, components and accessories.
  

SALE AND PURCHASE
Article 1 – The offer
The offer of Gold Finance & Leasing BV is provided orally, in writing or electronically and is – if a time limit has been imposed for acceptance – valid during the indicated time limit. The acceptance of the offer by the buyer is only valid if it takes place within the indicated time limit. The acceptance of the offer by the buyer is furthermore only valid if it has been confirmed by Gold Finance & Leasing BV. If a time limit has not been imposed for the acceptance the offer shall remain valid for a period of two working days, provided the car remains unsold.

Article 2 – The agreement
The agreement must always be established either in writing or electronically. A copy of a written agreement must be presented to the buyer. The lack of an agreement established either in writing or electronically does, however, not render this agreement null and void.

Article 3 – The content of the agreement
An agreement established either in writing or electronically shall in any case contain:

• the description of the car and the possible car to be redeemed, both with possible accessories;
  
• the price of the car at the time of the sale and purchase, stating as to whether it regards a fixed stipulated price or not;
  
• the price of the possible car to be redeemed at the stipulated delivery time of that car;
  
• the delivery costs of the car;
• the estimate or expressly fixed delivery date;
  
• the reference to the warranty provisions where the seller or a third party acts as the guarantor (where possible, insight is provided into the warranty provisions of this third party);
  
• the payment method
  

Article 4 – Price changes / increases

• Changes in taxes, excise duties and similar official levies are at all times passed on in the stipulated price, fixed or not, of both new and used cars.
  
• Without prejudice to the provisions set forth in article 6 paragraph 1, apart from the aforementioned changes, price increases as a result of changes in manufacturer’s and/or importer’s prices and exchange rate movements are passed on in the stipulated price, fixed or not, of new cars. After notification of this change the buyer is entitled to dissolve the agreement if the increase of the stipulated price by Gold Finance & Leasing BV takes place after the conclusion of the agreement. The dissolution must take place within ten days after this notification.
  

Article 5 – The risk of the car
Up to the time of the actual delivery the car shall be at the expense and risk of Gold Finance & Leasing BV. The possible car to be redeemed shall only become the property of Gold Finance & Leasing BV as soon as the actual delivery thereof to the same has taken place. Up to that time the car to be redeemed shall be at the expense and risk of the buyer and all costs shall be borne by the same. This also includes the costs for maintenance and possible damages, as a result of any cause whatsoever, including the damages resulting from not being able to hand in a complete set of vehicle registration documents.

Article 6 – Exceeding the delivery date

• If the expected delivery date of the car is exceeded the buyer can give Gold Finance & Leasing BV written notice of default. If Gold Finance & Leasing BV, the seller, did not deliver the car within six months after this notice of default, the buyer shall be entitled to, without judicial intervention being required, declare the agreement to be dissolved. If Gold Finance & Leasing BV still delivers the car within the imposed time limit of three weeks, a possible price increase within this time limit, however as from the notice of default, cannot be passed on.
• If Gold Finance & Leasing BV attributably fails to comply with the expected delivery date the buyer can desire compensation for the incurred damages.
  
• If a stipulated fixed delivery date is exceeded the buyer shall be entitled to, without notice of default or judicial intervention being required, declare the agreement to be dissolved and/or desire compensation for the incurred damages. If a delivery date is exceeded as a result of force majeure on the part of Gold Finance & Leasing BV, which expressly includes failing deliveries to Gold Finance & Leasing BV, both the buyer and the seller are entitled to dissolve the agreement. The right to dissolution occurs as soon as the stipulated fixed delivery date is exceeded. As soon as an expected delivery date is exceeded the parties are entitled to dissolution six months after the notice of default intended in paragraph 1 or at the moment that the seller communicates not to be able to deliver within six months. In all instances where the seller can rely on a situation of force majeure of a permanent nature, both parties are entitled to dissolve the agreement.
  
• The specified delivery weeks / months, according to the contract are not binding. The purchase obligation of the buyer for the vehicles before the delivery week / month according to the contract does not alter the fulfillment of the contract. Only Gold Finance & Leasing BV can agree on a deferred payment or on a no delivery. If in the case of a no delivery accepted by Gold Finance & Leasing BV, Gold Finance & Leasing is not required to subsequent delivery, or required to fulfill the contract.
  

Article 7 – Cancellation

• The buyer is entitled to cancel the sale and purchase agreement, regardless as to whether Gold Finance & Leasing BV fails to comply with its obligations. This cancellation can only take place in writing. The buyer is then held to within one week after this cancellation compensate Gold Finance & Leasing BV for all damages incurred by the same as a result of the cancellation. These damages have been set at 15% of the sales price of the cancelled car. If the buyer did not pay the compensation within 10 days, Gold Finance & Leasing BV shall be entitled to give the buyer written notice that it desires compliance with the agreement. In that case the buyer can no longer rely on the cancellation. The obligation of the buyer to pay this compensation is a debt within the meaning of article 11 of these General Terms and Conditions in respect of which a payment term has expressly been stipulated.
• Cancellation by the buyer is not allowed if minor deviations are observed in the delivered good. This particularly applies to specifications and minor or material changes. Gold Finance & Leasing BV can in that case also rely on force majeure.
  
• The right to cancellation expires if the car to be redeemed by the buyer has been delivered to the seller.
  

Article 8 – Garage charges
If the client did not pick up the car within 7 (seven) working days after notification of receipt, Gold Finance & Leasing BV can charge a fee used within the company or, failing the same, another reasonable fee however at least EUR 75.00 (seventy-five Euros) per day on account of garage charges.

Article 9 – Right of retention
Gold Finance & Leasing BV can exercise the right of retention in respect of the car if and as soon as:

• the client does not or not fully pay the costs of (the activities on) the car;
  
• the buyer does not or not fully comply with other claims that originate from the contractual relationship with Gold Finance & Leasing BV, the repairer / seller. Gold Finance & Leasing BV cannot exercise the right of retention if the buyer provided sufficient (alternative) security, e.g. by way of a payment in deposit at a civil-law notary or a lawyer.
  

Article 10 – WARRANTY ON CARS AND PARTS

• The warranties outlined in this article do not affect the statutory rights (including the right pursuant to Book 7 of the Dutch Civil Code that upon delivery the good complies with the agreement) allocated to a buyer who does not act in the course of a profession or business.
  
• A warranty other than the warranty granted by the manufacturer and/or the importer and the statutory rights as intended in paragraph 1 is not provided in respect of new cars and new parts.
  
• Gold Finance & Leasing BV does not provide a warranty other than the warranty as intended in paragraph 2 of the present article in respect of used cars.
  
• Car-documents are accepted as duplicates by the buyer if issued by the manufacturer or supplier of the vehicle
  

GENERAL PROVISIONS
Article 11 – The payment

• The debts of the buyer to Gold Finance & Leasing BV are debts payable at the address of the creditor. Payment must take place in cash upon delivery of the car or the parts or after the supplied services. Cash payment is also understood as remittance of the payable amount at the time of delivery to a bank or postal account indicated by Gold Finance & Leasing BV.
  
• If another payment moment has expressly been stipulated, Gold Finance & Leasing BV shall be entitled to monthly charge the commercial interest rate, with a minimum of 1% (one per cent), per month over the unpaid amounts. In this context the residual part of a month as from the moment when payment should have taken place is qualified as a full month. This increase of the payable amount is considered as a condition under which Gold Finance & Leasing BV allows postponement of payment without expiry of the obligation of the buyer / client in terms of payment in cash. The increase takes effect one month after the despatch of the invoice.
  
• If the parties have waived payment in cash and a payment term has not expressly been established in writing, a payment term of one month applies. The buyer is then held to pay the commercial interest rate, with a minimum of 1% (one per cent) per month, in the course of which a part of a month is qualified as a full month as from two weeks after payment has been demanded by the seller / repairer by registered letter.
  
• If after a demand for payment the buyer still fails to pay the payable amount, Gold Finance & Leasing BV is authorised to increase this amount by the collection costs. These collection costs comprise the judicial and the extrajudicial costs. Extrajudicial costs are all costs that are charged to Gold Finance & Leasing BV by lawyers, bailiffs and any other parties whose assistance is relied on for the collection of the payable amount. The extrajudicial costs are set at 25% of the payable amount, unless the buyer renders plausible that the seller incurs less damages.
  
• Cars remains the property of the supplier until it has received full payment of thepurchase price in accordance with the terms of the contract.
  
• If the payment period of 7 working days as per contract agreed on expires, Gold Finance & Leasing BV is entitled, by written notice to the buyer, to see the contract as cancel and will Gold Finance and Leasing BV has the right to resell the vehicles. Cancelation cost are 15% of the buyers price and should be paid instantly. Gold Finance has the right to deduct this amount from the outstanding monies or payments which have been received.
• The purchase price and prices for additional services are 24 hours before the hand over of the purchased item due and latest within seven days after receipt of the pro-forma invoice wi. The pro-forma invoice is usually sent by mail, to the most common known e-mail address of the buyer, or in case of no common e-mail address sent to the buyer by normal mail.
  

Article 12 – Reservation of title
The delivered car remains the property of Gold Finance & Leasing BV as long as the buyer did not pay all that which he is held to pay in pursuance of the sale and purchase agreement in full. Gold Finance & Leasing BV shall not be held to in any way whatsoever indemnify the buyer against his liability as the holder of the car. On the other hand, the buyer indemnifies Gold Finance & Leasing BV against claims that third parties could rely on vis-à-vis Gold Finance & Leasing BV and that can be related to the made reservation of title.

Article 13 - Deviation
Deviations, including supplements and additions to these General Terms and Conditions, are only valid if they have been established by both parties in writing.

Article 14 – Personal data
The personal data of the buyer / client that are mentioned on the order confirmation are processed by the seller / contractor within the meaning of the Dutch Personal Data Protection Act (“Wet Bescherming Persoonsgegevens” or “Wbp”). On the basis of this processing the seller / contractor can implement the agreement and comply with its warranty obligations vis-à-vis the buyer / client, offer the buyer / client optimal service, timely provide the same with current car information and make personalised offers. In addition the personal data can in pursuance of statutory obligations be made available to third parties.

Article 15 – Applicable law
Dutch law is applicable to these provisions.

Article 16 – Choice of forum and disputes
A possible dispute concerning the implementation of the agreement shall exclusively be settled by the competent court in Amsterdam. There shall be question of a dispute if one of the parties is of that opinion and an amicable solution has not been found.