LEGAL NOTICE

1. General Provisions

Without prejudice to the applicable, mandatory and/or public policy legal and regulatory provisions in force within the French-speaking linguistic region of Belgium, these general terms and conditions (hereinafter referred to as the "General Terms and Conditions") apply to the sales mandate (hereinafter referred to as the "Mandate") given by a client acting as a private consumer (hereinafter referred to as the "Principal") to a professional service provider, who acts as a commercial intermediary for the sale of private vehicles, currently named "P and Cars b.v.", a Belgian private limited liability company, registered in Belgium with the Crossroads Bank for Enterprises, in the judicial district of Brussels, and registered for Value Added Tax under the enterprise and VAT number 0775933979, whose registered office is located at Steenstraat 156, 1800 Vilvoorde, Belgium, operating under the trade name "P & Cars", which it currently owns (hereinafter referred to as the "Service Provider"), hereinafter individually referred to as a "Party" or collectively as the "Parties" to this Mandate, under the terms and conditions of which the Principal entrusts the Service Provider with the sale of a vehicle that is the sole property of the Principal. The Service Provider is tasked (hereinafter the "Assignment") with seeking a potential buyer (hereinafter the "Buyer") for this vehicle and making its best efforts, as a professional in the automotive sector, to facilitate the transfer of ownership of this vehicle between the Principal and the Buyer.

This Mandate creates only an obligation of means on the part of the Service Provider, who is not subject to an obligation of result requiring the actual sale of the vehicle under the terms and conditions expected by the Principal, it being understood that the sale will only be completed and the transfer of ownership executed if the Principal gives prior, express, and written agreement to the terms and conditions proposed by the Buyer. Failing such agreement, the sale will not be effective and the transfer of ownership will not occur. Unless the Parties have otherwise previously agreed expressly and in writing, the approval, dating, and signing of this Mandate implies the unreserved acceptance by the Principal of these General Terms and Conditions, of which the Principal acknowledges having received a copy, and further acknowledges having read and fully understood all of its provisions before entering into this Mandate, particularly in light of the information and other documents, whether oral and/or written, provided by the Service Provider.

Subject to the application of mandatory and/or public policy legal and regulatory provisions, including general principles of law specifically protecting consumers under Belgian law and/or supranational law, the Service Provider's commitment is strictly limited to what is expressly stated in this Mandate, unless other obligations and/or guarantees are imposed upon it under other contractual documents signed after this Mandate, excluding any prior commitment which is presumed replaced by this Mandate and/or deemed to have never existed.

Regardless of this Mandate, any vehicle left at the Service Provider's premises will be considered to have been deposited free of charge and shall be subject to the applicable, mandatory and/or public policy legal and regulatory provisions governing such deposit under Belgian law or, where applicable, supranational law, regardless of the geographical location of those premises.

If one or more provisions of these General Terms and Conditions are contrary to one or more applicable, mandatory and/or public policy legal and/or regulatory provisions protecting consumers or any other category of persons, such provisions shall be null and deemed unwritten, without the Principal being entitled to request cancellation of the Mandate from the Service Provider on that sole ground and for that sole reason.

In the event of contradiction, inconsistency and/or relative or absolute nullity of one or more provisions of these General Terms and Conditions, the Parties are required, in a loyal, constructive and proactive spirit, to seek to amend, reconcile and/or replace the contradictory, inconsistent and/or null provisions with other compatible, coherent and valid provisions as soon as possible, through an exchange of proposals, negotiations and compromises, in order to promptly continue the proper execution of the Mandate concluded between them.

If no alternative is found within seven (7) calendar days from the notification by one Party of the contradiction, inconsistency and/or alleged nullity of such provisions—this deadline possibly being extended by mutual agreement—the Parties shall be required to terminate the Mandate by way of cancellation, effective from the date of its entry into force, and to restore matters to their original state. This means that the Service Provider must reimburse the Principal for all administrative fees, without prejudice to the Service Provider's right to reimburse the Buyer for any deposit or other amounts potentially paid, and the Principal must immediately retrieve the vehicle subject to this Mandate, assuming that the vehicle has been deposited at the Service Provider's premises.

2. Entry into Force – Modification

These General Terms and Conditions shall enter into force on October 21, 2021, and shall apply to any Mandate in effect on the date of their entry into force, unless the Parties agree otherwise within two (2) calendar months from the day following their publication on the Provider’s website and/or individual notification, by simple letter, to the Client who is already bound to the Provider by a Mandate signed prior to the effective date.

At the sole discretion of the Provider, these General Terms and Conditions may be amended and made applicable to any new Mandate concluded after their entry into force, provided that these General Terms and Conditions are made available to interested candidates seeking to engage in a collaboration with the Provider for the transfer of a vehicle subject to such a Mandate, either through the Provider’s website and/or by being handed to these candidates, upon simple request, in a durable medium, either in paper or electronic format.

These General Terms and Conditions shall only apply to the existing Mandate and to any new Mandate provided that the Client or the interested candidate has received, acknowledged, read, and approved them, and has dated and signed them, to the extent and solely because these General Terms and Conditions form an integral part of the Mandate. Otherwise, cancellation of the Mandate may be requested from the Provider, who shall not refuse to cancel it and to reimburse the Client or the concerned interested candidate for all administrative fees, without prejudice to the Provider’s right to refund the Purchaser any deposit and all other amounts potentially paid by them.

3. Terms of Services

The Principal certifies that they hold full ownership rights over the vehicle that is the subject of this Mandate and declares that they entrust the Provider with the temporary custody of the official documents proving such ownership, specifically the documents containing the vehicle's chassis number, through which the manufacturer certifies the vehicle’s compliance with the regulations and standards in force in the geographical area where it was first put into circulation. This also includes documents issued by the State in which the vehicle is registered, certifying its registration in accordance with the applicable and binding legal and regulatory provisions, whether national and/or supranational, governing that State’s territory.

In addition to the documents mentioned above, the Principal also entrusts the Provider with all legally required vehicle documents, including the insurance certificate for the vehicle, issued by an insurance company approved by the State where the insurance policy was taken out, and in compliance with the relevant and binding legal and regulatory provisions, whether national and/or supranational, governing the geographical territory of that State.

The Principal is presumed to have verified that their car insurance policy covers test drives of the vehicle performed by potential Buyers, as long as such test drives are carried out at the initiative of the Provider, at the explicit request of the potential Buyers, unless the Principal has issued a formal, prior, and written objection to the Provider, acting under the terms of the Mandate, in the name and on behalf of the Principal.

By entering into this Mandate, the Principal expressly grants the Provider a special power of attorney to act in the name and on behalf of the Principal, with the authority to:

– offer the vehicle, subject of the Mandate, for sale, notably on the website www.pandcars.be;

– carry out all related actions necessary to facilitate the sale of the vehicle, including publishing a minimum number of advertisements on any physical and/or electronic platform, at the Provider’s discretion regarding the appropriateness of each platform;

– present the vehicle to all potential Buyers to the Principal;

– if applicable, conclude on behalf of the Principal a preliminary agreement for the sale of the vehicle with any potential Buyer who agrees to the terms and conditions of the sale, including price and payment terms.

As a result of accepting this special power of attorney, the Provider is contractually bound to the following obligations:

– undertake, in general, all actions that the Provider alone deems necessary, in accordance with professional standards, to carry out conscientiously and professionally the task entrusted to them by the Principal, particularly by proposing the vehicle for sale on www.pandcars.be and publishing a minimum number of advertisements on platforms of their choice;

– inform the Principal of the proper execution of the Mandate, including in cases where the vehicle cannot be sold due to the absence of interested Buyers or if the Buyers propose terms and conditions that the Principal cannot accept;

– notify the Principal of any new developments that may affect the agreed terms and conditions of the sale, as established when the Mandate was signed;

– provide the Principal with a report on the completion of the task under the Mandate, in particular by submitting a written report of all actions taken and of the number of potential Buyers who submitted a purchase proposal differing from the initially agreed terms, in the absence of a mutually acceptable compromise between the Principal and such Buyers.

It is understood, and the Principal accepts, that the Provider shall be deemed to have fulfilled their obligation of means—regardless of the outcome—if they have published at least one advertisement for the vehicle subject of this Mandate on the website www.pandcars.be and can demonstrate that no purchase proposals were received during the entire term of the Mandate, as agreed upon by the Parties.

4. Exclusivity and Listing

If exclusivity is agreed upon by the Parties at the time of signing the Mandate, the Principal formally agrees not to engage any third party, whether a competitor of the Service Provider or not, for the sale of the vehicle.

In the absence of exclusivity, the Principal retains the right to sell the vehicle subject to the Mandate by any other means, without any legal or factual restriction. However, if the sale is made for a consideration, the Principal must sell it at a price at least equal to the minimum price agreed upon by the Parties at the time of signing the Mandate. If the sale is made free of charge, the Principal shall pay the Service Provider a reduced commission, corresponding to an amount or a minimum percentage set by the Service Provider, as agreed upon at the signing of the Mandate.

Under no circumstances may the Principal list the vehicle subject to the Mandate on any website, including their own, to ensure the Service Provider does not lose potential buyer leads through such channels.

If the Principal sells the vehicle without the involvement of the Service Provider, they must inform the Service Provider within one hour (60 minutes), unless they can prove that they were legitimately prevented from doing so. Until the Service Provider receives formal notification of the sale, they may continue pursuing potential buyers for a better price.

The Principal is prohibited from selling the vehicle to any potential buyer introduced by the Service Provider without involving the Service Provider in the transaction. In such a case, the buyer’s signed visit record at the Service Provider’s premises shall serve as evidence between the Parties.

Any sale made in violation of the Service Provider’s rights, particularly to a buyer introduced by the Service Provider without their involvement, shall entitle the Service Provider to the full commission agreed upon in the Mandate, without prejudice to their right to claim damages and/or take legal action.

5. Vehicle Sale Price

Unless otherwise agreed by the Parties, the Principal shall freely determine the expected sale price of the vehicle subject to this Mandate, provided that the price does not exceed what can reasonably be considered fair for this type of vehicle.

It is understood—and the Principal accepts—that the Service Provider has the professional expertise to advise the Principal on the most appropriate price for the vehicle covered by this Mandate. The Principal may reduce the sale price of the vehicle at any time during the term of the Mandate. The Principal agrees to inform the Service Provider of any such decision as soon as it is made, and no later than within one hour (60 minutes), unless they can prove legitimate impediment. Until formal notification is provided, the Service Provider may continue pursuing the sale of the vehicle at a higher price.

By mutual agreement, the Parties may, at the time of signing the Mandate, agree on a price range within which the Service Provider may freely offer the vehicle for sale to one or more potential buyers. However, the Service Provider may never modify the vehicle’s sale price without the prior, express, and written consent of the Principal.

6. Terms of the Sale

At the time of signing the sales agreement, the Service Provider may require the Buyer to pay a reservation deposit, issued in the name of the Principal, the amount of which shall not be less than a sum and/or a percentage of the total sale price, as agreed by the Parties at the time of signing the Mandate.

Once the sale is finalized—following the definitive agreement between the Parties—the Buyer shall pay the full amount to the Service Provider by means of a certified bank check made out to the Principal, or via a bank transfer to the Principal’s bank account, with the reservation deposit deducted.

If the Principal fails to transfer ownership to the Buyer—evidenced by the delivery of the vehicle's registration documents and keys—the Principal shall owe the Buyer compensation equal to the amount of the deposit, plus a sum equivalent to a percentage of the price, as agreed between the Service Provider and the Buyer at the time of signing the sales agreement.

If the sale does not take place, or if ownership is not transferred due to the fault or actions of the Buyer, the sale shall be automatically rescinded with respect to the Buyer, effective from the date of signing the sales agreement. In such a case, the deposit shall be definitively retained by the Service Provider as compensation, at minimum equal to the amounts that would be owed to the Service Provider for any reason.

For the ownership transfer, the Principal shall deliver the vehicle covered by this Mandate along with the following:

a valid green technical inspection certificate (for vehicles over four (4) years old),
a new registration application form (official template from the Vehicle Registration Division of the Federal Public Service Mobility & Transport of the Kingdom of Belgium),
and the CarPass (official mileage certificate issued by the technical inspection center).

In the event of non-payment of the balance of the sale price and/or refusal of ownership transfer by the Buyer, the Principal shall nevertheless owe the Service Provider the agreed commission, as the Service Provider already retains the administrative fees.

7. Duration and Termination

7.1. The Mandate is concluded for a duration as agreed by the Parties. However, the Principal retains the right to withdraw the vehicle, which is the subject of this Mandate, from sale and to forgo selling it at any time. In such a case, the Principal must notify the Service Provider in writing, which may take the form of a simple email, a regular letter, or a document handed to the Service Provider.

If the Principal expresses such intent, the Service Provider is required to remove any reference to the vehicle from all data processing systems within a maximum of ten (10) days following notification by the Principal of the decision to terminate the Mandate.

7.2. In the absence of an express intention by the Principal—communicated in writing as mentioned above—to renew the Mandate for a new period of equal duration, the Mandate shall be deemed terminated, and the vehicle in question shall be removed from all data processing systems, including any data related to the identity of the Principal, unless such processing can be objectively justified on grounds other than the Principal’s express, free, and informed consent. If the vehicle has been physically delivered, the Principal must retrieve it from the Service Provider’s premises; failing this, the Service Provider may charge storage fees, the amount of which is specified in the Mandate at the time of its signing.

7.3. The Mandate is automatically terminated, without notice or compensation, in the following cases:
• Sale of the vehicle by the Principal without the involvement of the Service Provider, whether in accordance with or in breach of this Mandate,
• Sale of the vehicle by the Principal with the involvement of the Service Provider, in accordance with this Mandate.

In the second case, the Mandate ends only once the commission due to the Service Provider has been paid in full by the Principal.

The Service Provider reserves the right to withdraw from the sale any vehicle whose origin appears doubtful or that presents a defect which was concealed from the Service Provider—whether intentionally or not—before, at the time of, or after the conclusion of the Mandate, and for which the questionable origin or defect renders the vehicle unsuitable for sale under the quality standards required by the Service Provider.

In such a case, the Mandate is automatically terminated, without notice or compensation, without prejudice to the Service Provider’s right to claim damages from the Principal. Furthermore, the Service Provider is immediately and permanently released from all obligations, including any obligation to pay, perform or refrain from performing, and from any debt of any kind or amount toward the Principal, notwithstanding the Principal’s obligation to pay administrative fees.

8. Remuneration

The commission amount, owed by the Principal to the Service Provider, may vary based on the sale price of the vehicle, which is the subject of the Mandate, as agreed at the time of the signing of this Mandate or as actually paid by the Buyer to the Principal.

The commission agreed upon at the time of signing the Mandate is definitively owed by the Principal to the Service Provider as soon as a sale agreement for the vehicle in question is concluded between the Principal and a Buyer introduced by the Service Provider.

This commission is paid by the Principal on the next business day following the payment of the balance of the price by the Buyer, notwithstanding the later transfer of ownership of the vehicle to the Buyer by the Principal. The commission remains owed by the Principal even if the Principal decides not to sign the sales agreement and/or transfer the ownership of the vehicle to the Buyer, and the Service Provider cannot be held responsible for any non-performance by the Principal and/or the Buyer, regardless of the circumstances and/or reasons invoked.

The commission remains irrevocably owed by the Principal to the Service Provider, even if the Principal decides to retain the deposit as damages following the Buyer’s decision not to pay the agreed price and/or not to accept the transfer of ownership of the vehicle by the Principal.

In addition to the commission mentioned above, the Principal is required to pay the Service Provider all administrative fees whose amount was agreed upon at the signing of the Mandate. These fees may vary depending on whether it is a "basic offer," a "premium file," or a "video file," and are payable by the Principal upon the opening of the file, at the time of signing the Mandate between the Parties, notwithstanding the Service Provider's right to propose other terms and conditions for the payment of administrative costs.

9. Responsibilities

The Service Provider has only the role and assumes, exclusively with respect to the Principal and the potential Buyers, the responsibilities of a mere commercial intermediary, to whom the Principal entrusts the task of facilitating the sale of the vehicle, which is the subject of the Mandate.

Under no circumstances can the Service Provider be considered the owner or holder of any other right, whether real or personal, seller or buyer of the vehicle in question, of which the Service Provider can only be a custodian or a holder on a provisional basis when the Principal has exclusively deposited this vehicle for this purpose in the establishments of the Service Provider, regardless of the circumstances and/or reasons.

The Service Provider cannot, in any case, be held liable for guarantees from the Principal, notably in cases of hidden defects, and its liability cannot be invoked in the event of non-compliance, hidden defects, or malfunctioning of the vehicle in question. The Principal is responsible for all legal guarantees of the seller. The Principal is required to provide the Service Provider with complete and truthful information no later than the time of the conclusion of the Mandate, particularly when preparing the vehicle's description sheet.

The Service Provider reserves the right to choose the vehicles entrusted to it, including the right to refuse any vehicle whose apparent or operational condition would make it unsuitable for sale, or whose provenance or the exact identity of the owner would appear doubtful.

In the event of proven liability of the Service Provider, this liability towards the Principal is limited to the maximum amount of the service and administrative fees payable by the Principal, unless legal and/or regulatory provisions, mandatory and/or of public policy, provide that the Service Provider's liability is broader or unlimited and cannot be limited by contract.

10. Intellectual Property

The intellectual property of all brands, both verbal and/or figurative (logos), referring to the Service Provider and its trade name "P & Cars", as well as to the website www.pandcars.be, social media accounts and profiles, as well as on all paper, electronic, or other media, belongs to the Service Provider, excluding any rights, whether real or personal, of third parties, individuals, legal entities, de facto associations, or any other structure or organization, whether by law or in fact.

Consequently, the Principal, the Service Provider, the potential Buyers, and the final Buyer, their executives, employees, agents, and representatives, or their legal or statutory representatives, are informed, aware of, and accept that any violation of the Service Provider's intellectual property rights may result in legal proceedings, without prejudice to the Service Provider's right to seek damages.

11. Data Protection

The protection of data concerning the Principal, the Service Provider, potential Buyers, and the final Buyer, their executives, employees, agents, and representatives, or their legal or statutory representatives, is ensured in accordance with the applicable legal and regulatory provisions in force, mandatory and/or of public order, valid in the territory of the French-speaking linguistic region of Belgium, particularly Belgian national law and the supranational law of the European Union, which is applied for the processing of data of any natural person established or residing in the European Economic Area and Switzerland.

For any questions regarding data processing organized and implemented by the Service Provider, who is the data controller, and/or its own suppliers or subcontractors, the Principal, the Service Provider, potential Buyers, and the final Buyer, their executives, employees, agents, and representatives, or their legal or statutory representatives, are required to refer exclusively to the data protection policy and the cookie policy established by the Service Provider and made available to the public on its website www.pandcars.be or, if necessary, may be provided on a durable paper or electronic medium.

In doing so, the Service Provider strictly applies the General Data Protection Regulation (GDPR), as well as other Belgian, European, and international legal or regulatory texts, particularly for data protection in data processing via electronic communications.

For further information on data protection and cookies, possibly developed and installed on one or more connected devices of the Principal, potential Buyers, and/or the final Buyer, any concerned person is invited to contact the Service Provider by email or phone.

12. Remote Mandate

Without prejudice to more favorable legal and/or regulatory provisions, mandatory and/or of public order, under national or supranational law concerning distance contracts, particularly in the automobile sales sector, including commercial intermediation, protecting the consumer or other categories of persons, the Principal, who is not a professional and/or the professional acting exclusively within a private context, benefits at least from the right of withdrawal, as provided by the applicable provisions, for the entire legal period starting from the day of the conclusion of the Mandate, notwithstanding any contrary contractual provision, which would be deemed unwritten.

13. Applicable Law

The Mandate, including the provisions of these General Terms and Conditions, to which the Parties have not deviated beforehand, expressly and in writing, as well as all operations arising from it, are governed by and subject to Belgian law.

14. Disputes

In the event of a dispute, the Party who considers itself harmed is required, as a priority, to contact the other Party within seven (7) calendar days by phone, in order to propose holding a joint meeting within two (2) business days, with the aim of finding an amicable solution.

If no amicable agreement can be reached within one (1) month from the date of the dispute, the Parties agree, as a second step, to call upon the intervention of a mediator accredited by the Belgian Federal Public Service Justice.

If no agreement can be reached within three (3) months from the date of the dispute, the most diligent Party may submit the dispute to the competent Courts and Tribunals for the judicial district of the Province of Walloon Brabant in Belgium.