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Terms and Conditions

General Terms and Conditions of Sale and Delivery of Spyker Amsterdam B.V., KvK 99660091, Frankfurtstraat 36, 1175 RH Lijnden, The Netherlands.

These General Terms and Conditions of Sale and Delivery apply to all agreements under which Spyker Amsterdam B.V. sells or delivers goods or provides services. By placing an order or entering into a contract with Spyker Amsterdam B.V., the Contracting Party accepts the applicability of these General Terms and Conditions.

1. Definitions

For the purposes of these General Terms and Conditions, the following definitions apply:

1.1 "General Terms" means these General Terms and Conditions of Sale and Delivery of Spyker Amsterdam B.V., including any annexes.

1.2 "Company" means the private limited liability company Spyker Amsterdam B.V., registered with the Dutch Chamber of Commerce under number 99660091, with its registered office at Frankfurtstraat 36, 1175 RH Lijnden, the Netherlands.

1.3 "Contracting Party" means the buyer, client, or other natural or legal person who enters into an agreement with the Company for the purchase of goods or services.

1.4 "Order Form" means the order form or purchase agreement prescribed or accepted by the Company, whether in paper or electronic form.

1.5 "Agreement" means every agreement between the Company and the Contracting Party, including any amendments thereto, as well as the Order Form and these General Terms.

1.6 "Goods" means Spyker vehicles, chassis, parts, accessories, apparel, and any other goods sold or delivered by the Company.

1.7 "Services" means repair, maintenance, inspection, customisation, and any other services provided by the Company.

1.8 "Delivery" means the moment at which risk in the Goods transfers to the Contracting Party in accordance with Article 8.

1.9 "Incoterms" means the most recent edition of the International Commercial Terms published by the International Chamber of Commerce (ICC), currently Incoterms® 2020.

1.10 "Intellectual Property Rights" means all patents, designs, trademarks, copyright, database rights, trade secrets, know-how, and all other intellectual and industrial property rights, whether registered or unregistered.

1.11 "GDPR" means Regulation (EU) 2016/679 of the European Parliament and of the Council (General Data Protection Regulation), as well as any implementing national legislation.

1.12 "In Writing" means by letter, e-mail, or any other durable communication medium of which receipt can be confirmed.

1.13 References to the singular include the plural and vice versa. Article titles are for convenience only and do not affect the interpretation of these General Terms.

2. Applicability

2.1 These General Terms apply to all offers, orders, and Agreements relating to (i) the sale of Goods, (ii) the provision of Services, and (iii) all related offers made by the Company.

2.2 The applicability of any general or other terms and conditions of the Contracting Party is expressly rejected.

2.3 Deviations from or additions to these General Terms are only valid if agreed In Writing between the parties. Such deviations apply solely to the relevant Agreement and do not affect the General Terms for other agreements.

2.4 If any provision of these General Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force. The parties shall replace any invalid provision with a valid provision that most closely reflects the intent of the original.

2.5 The Company is entitled to amend these General Terms from time to time. The most recent version deposited with the Dutch Chamber of Commerce shall apply.

3. Offers and Formation of Agreements

3.1 All offers and quotations made by the Company, including those relating to prices, delivery dates, models, specifications, accessories, and apparel, are non-binding unless expressly stated otherwise In Writing.

3.2 All orders shall be made using the Order Form prescribed or accepted by the Company. An Agreement is only formed upon the Company's written acceptance of an Order Form or, in the absence thereof, upon the Company's commencement of performance.

3.3 If the Company does not reject an Order Form In Writing within eight (8) business days of receipt, the Order Form is deemed accepted.

3.4 Amendments to or cancellations of an Agreement are only valid if agreed In Writing by both parties. Cancellation by the Contracting Party shall entitle the Company to compensation for costs incurred, fixed at a minimum of 15% of the contract price (inclusive of taxes), without prejudice to the Company's right to claim full damages.

3.5 Only employees of the Company with an adequate written mandate can legally bind the Company.

3.6 All Agreements are concluded subject to approval by the Company's Management Board. The condition is deemed fulfilled if the Management Board has not given notice of disapproval within two (2) business days of conclusion.

4. Prices

4.1 Unless expressly agreed otherwise In Writing, all prices are stated in Euros and are exclusive of VAT (BTW) and any other applicable taxes, levies, or duties.

4.2 Unless expressly agreed otherwise In Writing, all prices are based on EXW (Ex Works) delivery in accordance with Incoterms® 2020. All transportation, insurance, import duties, customs clearance, and related costs are for the account of the Contracting Party.

4.3 Agreed prices are fixed and not subject to indexation, unless both parties have expressly agreed In Writing to price adjustment provisions.

4.4 Any increase in taxes, levies, duties, or manufacturer's prices occurring after conclusion of the Agreement may be passed on to the Contracting Party. The Company shall notify the Contracting Party In Writing of any such increase as soon as reasonably practicable.

4.5 If a price increase referred to in Article 4.4 occurs within three (3) months of conclusion of the Agreement, the Contracting Party may terminate the Agreement In Writing within seven (7) days of receipt of notification of the increase. In such event, the Contracting Party shall reimburse the Company for costs already incurred, fixed at a minimum of 1% of the original contract price (inclusive of taxes), without prejudice to the Company's right to claim actual damages.

4.6 A decrease in taxes, levies, or manufacturer's prices shall not entitle the Contracting Party to a reduction in the agreed price.

5. Payment

5.1 The Contracting Party shall pay the purchase price in full, or in agreed instalments, in accordance with the payment dates stated in the Order Form and invoices. All payments shall be made in Euros, without set-off, deduction, or suspension.

5.2 All invoices are payable within fourteen (14) days of the invoice date, unless a different payment term has been agreed In Writing.

5.3 If the Contracting Party does not pay within the agreed term, it is in default by operation of law without prior notice of default being required. From the date of default, the Contracting Party shall owe statutory commercial interest pursuant to Article 6:119a of the Dutch Civil Code (Burgerlijk Wetboek) on the outstanding amount.

5.4 In addition to the outstanding amount and interest, the Contracting Party shall reimburse the Company for all judicial and extrajudicial collection costs. Extrajudicial collection costs are fixed at a minimum of 15% of the outstanding amount, with a minimum of € 250, without prejudice to the Company's right to claim actual collection costs.

5.5 The Company is entitled to require advance payment or (additional) security before proceeding with delivery, if there are reasonable grounds to doubt the Contracting Party's ability to perform its payment obligations.

5.6 Payment by the Contracting Party does not constitute acceptance of the Goods or Services, and does not waive any right of the Company.

6. Modifications to Models and Specifications

6.1 The Company reserves the right to make technical modifications to the design, specifications, or equipment of any Goods (including unsold or ordered-but-undelivered vehicles) at any time, without prior notification, provided that such modifications do not materially affect the agreed specifications.

6.2 If a modification is material, the Company shall notify the Contracting Party In Writing. The Contracting Party shall then be entitled to cancel the Agreement In Writing within fourteen (14) days of notification. In such event, the Contracting Party shall reimburse the Company for costs incurred, fixed at a minimum of 1% of the original contract price (inclusive of taxes), without prejudice to the Company's right to claim actual damages.

6.3 Illustrations, photographs, drawings, dimensions, weights, and other technical data in brochures, catalogues, websites, or other marketing materials are for indicative purposes only and do not form part of the Agreement unless expressly incorporated In Writing.

7. Delivery and Delivery Times

7.1 Delivery dates communicated by the Company are indicative and not to be regarded as firm deadlines, unless explicitly agreed as such In Writing ("fatale termijn"). Mere failure to meet an indicative delivery date shall not put the Company in default.

7.2 The Company shall not be in default unless the Contracting Party has given the Company a written notice of default specifying the breach and granting the Company a reasonable cure period of at least twenty-one (21) days.

7.3 The Company shall notify the Contracting Party In Writing as soon as it becomes aware of a significant delay. The parties shall then consult on a new delivery date.

7.4 Delivery shall take place at the Company's premises (EXW), unless a different Incoterm or delivery location has been agreed In Writing. The Contracting Party shall collect the Goods within five (5) business days of notification that the Goods are available. If the Contracting Party fails to do so, the Company is entitled to charge reasonable storage and handling costs from the first day following the availability notification.

7.5 Partial deliveries are permitted, and each partial delivery may be invoiced separately. Partial delivery shall not constitute a breach of the Agreement.

8. Risk and Retention of Title

8.1 Risk of loss of or damage to the Goods shall pass to the Contracting Party at the time of Delivery, as defined by the agreed Incoterm, or – absent such agreement – at the time the Goods are made available at the Company's premises (EXW Incoterms® 2020). If the Contracting Party fails to collect on time, risk passes on the first day following the availability notification.

8.2 The Company retains full ownership (eigendomsvoorbehoud) of all Goods delivered until the Contracting Party has paid in full: (i) all amounts owed under the Agreement; (ii) all amounts owed for related Services; and (iii) all interest, penalties, and costs owed under these General Terms.

8.3 Until full payment, the Contracting Party shall not sell, pledge, encumber, or otherwise dispose of the Goods. The Contracting Party shall store the Goods with due care, keep them identifiable as the Company's property, and insure them adequately against loss, theft, and damage.

8.4 If a third party acquires Goods subject to retention of title in good faith and has not yet paid the Contracting Party, the Contracting Party hereby irrevocably pledges its payment claim against that third party to the Company as additional security.

8.5 The Company may, at any time, enter the Contracting Party's premises and repossess Goods subject to retention of title if the Contracting Party is in default. The Contracting Party irrevocably grants the Company access for this purpose.

9. Force Majeure

9.1 The Company is not obliged to fulfil any obligation under the Agreement if and for so long as it is prevented from doing so by an event of force majeure. Force majeure includes any circumstance beyond the Company's reasonable control, including but not limited to: natural disasters, fire, flooding, war, terrorism, civil unrest, government measures, sanctions, pandemics or epidemics, strikes or industrial action (including those affecting the Company's suppliers), failures in public utilities or ICT infrastructure, cyber attacks, supply chain disruptions, and manufacturer shortages.

9.2 In the event of force majeure, the Company shall notify the Contracting Party In Writing as soon as reasonably practicable. The Company's performance obligations shall be suspended for the duration of the force majeure event.

9.3 If the force majeure event lasts longer than three (3) months, either party may terminate the Agreement by written notice, without any obligation to pay compensation, except for payments already due for Goods or Services already delivered.

10. Warranty on vehicles

10.1 The Company warrants that each new Spyker vehicle, chassis, or Company-manufactured assembly delivered under the Agreement is free from defects in materials and workmanship under normal use and service conditions, for the applicable warranty period.

10.2 The warranty period for a new Spyker vehicle or chassis is two (2) years from the date of delivery to the Contracting Party, with unlimited mileage, unless otherwise agreed In Writing.

10.3 The warranty period for a pre-owned Spyker vehicle is one (1) year from the date of delivery to the Contracting Party, unless otherwise agreed In Writing.

10.4 The warranty period for replacement parts and assemblies is ninety (90) days from the date of delivery of those parts, or the remaining warranty period of the vehicle to which they relate, whichever is longer.

10.5 A warranty claim is limited to, at the Company's sole discretion: (i) free-of-charge repair of the defective part; or (ii) free-of-charge replacement of the defective part with a new or equivalent part. The Company shall determine the appropriate remedy within a reasonable time in accordance with good automotive practice.

10.6 To exercise a warranty claim, the Contracting Party must: (i) report the defect In Writing to an authorised Spyker dealer or to the Company's service department immediately upon detection, and in any event within the applicable warranty period; and (ii) make the vehicle or part available at the dealer's or Company's premises for inspection and repair.

10.7 Towing, recovery, transportation, and delivery costs in connection with a warranty claim are not covered by the warranty and are for the account of the Contracting Party.

10.8 This warranty applies only to the first Contracting Party who purchased the vehicle new from the Company or an authorised dealer. It is not transferable to subsequent owners, unless the Company has expressly agreed otherwise In Writing.

10.9 Routine maintenance, scheduled services, consumables, and wear parts are excluded from the warranty. The Contracting Party is responsible for all such costs.

11. Warranty on Non-Vehicle Spyker Products

11.1 This Article applies to all Spyker-branded products sold by the Company other than vehicles, chassis, and vehicle-specific replacement parts and assemblies (which are governed by Article 10). Non-vehicle products covered by this Article include, without limitation, apparel, footwear, leather goods, accessories, lifestyle products, scale models, collectibles, and branded merchandise (collectively "Non-Vehicle Products").

11.2 The Company warrants that each new Non-Vehicle Product delivered under the Agreement is free from defects in materials and workmanship under normal use and care conditions for a period of twelve (12) months from the date of delivery to the Contracting Party, unless a different period has been expressly agreed In Writing.

11.3 A warranty claim under this Article is limited to, at the Company's sole discretion: (i) free-of-charge repair of the defective Non-Vehicle Product; (ii) free-of-charge replacement with the same or an equivalent product; or (iii) a credit note or refund of the purchase price. The Company shall determine the appropriate remedy within a reasonable time.

11.4 To exercise a warranty claim, the Contracting Party must: (i) report the defect In Writing to the Company or an authorised Spyker retailer within the applicable warranty period, accompanied by proof of purchase and a description of the defect; and (ii) return the defective Non-Vehicle Product to the Company or authorised retailer in its original or equivalent packaging. Shipping and handling costs in connection with a warranty claim are for the account of the Contracting Party, unless the Company determines otherwise.

11.5 The warranty under this Article does not apply where the defect or damage is attributable to:

  • fair wear and tear, including fading, surface abrasion, or natural ageing of materials;
  • improper use, misuse, or use contrary to the Company's care or usage instructions;
  • failure to follow applicable cleaning, storage, or maintenance instructions;
  • accidental damage, modification, or alteration of the Non-Vehicle Product by the Contracting Party or a third party; or
  • display-only or collector's items, which are sold without any warranty as to functional use unless expressly stated otherwise In Writing.

11.6 Scale models and collectibles are manufactured to display-quality standards and are not warranted for functional mechanical operation unless expressly stated otherwise In Writing. The warranty for such products covers material defects in the model itself (e.g., structural breakage upon delivery) but does not extend to paintwork, decals, or cosmetic variations inherent to hand-finished production.

11.7 This warranty applies only to the Contracting Party who originally purchased the Non-Vehicle Product from the Company or an authorised retailer, and is not transferable to subsequent purchasers, unless the Company has expressly agreed otherwise In Writing.

11.8 This warranty is provided in addition to, and does not limit, any statutory rights the Contracting Party may have under applicable mandatory consumer protection or product liability legislation.

12. Warranty Limitations and Exclusions

12.1 The warranty in Articles 10 and 11 is subject to the following conditions and exclusions. No warranty claim may be made if:

  • the defect is reported after expiry of the applicable warranty period;
  • the vehicle has been serviced, repaired, or altered by a party other than an authorised Spyker dealer, except where the Contracting Party had no reasonable alternative (break-down situation), documented accordingly;
  • parts or accessories not approved by the Company have been fitted;
  • the defect results from fair wear and tear, misuse, negligence, accident, or external damage;
  • the vehicle has not been maintained in accordance with the Company's prescribed maintenance schedules and service intervals;
  • the vehicle has participated in motorsport events, road or track racing, rallying, hill-climbs, speed tests, or similar competitive activities, unless prior written consent was given by the Company;
  • the vehicle's identification numbers or marks have been altered, removed, or obscured;
  • the vehicle has been used to tow trailers or caravans;
  • the vehicle has been used for hire, rental, or commercial purposes without the Company's prior written consent; or
  • the vehicle has been modified or the manufacturer's specifications altered without the Company's prior written consent.

12.2 The warranty does not cover cosmetic issues, paintwork, upholstery, or interior trim, except where directly attributable to a manufacturing defect.

12.3 The warranty provided in these General Terms is the sole and exclusive warranty given by the Company. All implied warranties and conditions, to the maximum extent permitted by applicable law, are hereby excluded.

13. Product Liability and Indemnification

13.1 The Company's liability for defective products is governed by applicable mandatory product liability legislation, including the EU Product Liability Directive (as implemented in Dutch law, Articles 6:185–6:193 BW). Nothing in these General Terms limits the Company's liability where such limitation is prohibited by law.

13.2 The Contracting Party shall indemnify and hold the Company harmless against all third-party claims relating to damage caused by the Goods or Services, to the extent that such damage is attributable to the Contracting Party's improper use, modification, or handling of the Goods or Services, or to the Contracting Party's failure to comply with its obligations under these General Terms or applicable law.

14. Intellectual Property

14.1 All Intellectual Property Rights in the Goods, including but not limited to vehicle designs, logos, trademarks, software, technical documentation, and marketing materials, vest in and remain the property of the Company or its licensors. No Agreement confers any licence to use the Company's Intellectual Property Rights beyond what is strictly necessary for the Contracting Party's personal or (where applicable) resale use of the Goods.

14.2 The Contracting Party shall not use the Company's name, trademarks, logos, or other Intellectual Property Rights for any commercial or promotional purpose without the Company's prior written consent.

14.3 The Contracting Party shall not reverse-engineer, decompile, disassemble, or copy any design, software, or technical feature of the Goods.

14.4 In the event of breach of this Article 14, the Contracting Party shall forfeit an immediately payable penalty of EUR 10,000 per breach and EUR 1,000 per day for each day the breach continues, without prejudice to the Company's right to claim full damages or seek injunctive relief.

15. Limitation of Liability

15.1 To the fullest extent permitted by applicable mandatory law, the Company's aggregate liability to the Contracting Party for any and all claims arising out of or in connection with the Agreement (whether in contract, tort, or otherwise) is limited to the net invoice value of the Goods or Services giving rise to the claim.

15.2 The Company is not liable for: (i) indirect loss, consequential loss, or economic loss; (ii) loss of profit, loss of revenue, loss of data, or loss of goodwill; (iii) operational downtime or production loss; or (iv) damage to property other than the Goods themselves, in each case howsoever caused.

15.3 The limitations in Articles 15.1 and 15.2 do not apply where damage results from wilful misconduct (opzet) or gross negligence (grove schuld) on the part of the Company, or in cases of mandatory statutory liability (including product liability and personal injury).

15.4 Any claim for damages against the Company must be submitted In Writing within twelve (12) months of the date on which the Contracting Party became or reasonably should have become aware of the damage and the Company's potential liability, failing which the claim shall be time-barred.

16. Data Protection (GDPR)

16.1 To the extent that the Company processes personal data of the Contracting Party (or individuals associated with the Contracting Party) in connection with the Agreement, the Company acts as a data controller. Such processing is governed by the Company's Privacy Policy, available on request and published on the Company's website.

16.2 The Company processes personal data solely for the purposes of performing the Agreement, complying with legal obligations, and (where applicable and with appropriate legal basis) for marketing and product improvement purposes.

16.3 The Company implements appropriate technical and organisational measures to protect personal data against unauthorised access, loss, or misuse, in accordance with the GDPR and applicable data protection law.

16.4 The Contracting Party, as data subject, may exercise its rights under the GDPR (including rights of access, rectification, erasure, and objection) by contacting the Company In Writing.

17. Suspension and Termination

17.1 The Company is entitled to suspend performance of the Agreement or to terminate the Agreement immediately, by written notice, in the event that:

  • the Contracting Party fails to pay any amount due within the agreed payment term;
  • the Contracting Party is declared bankrupt, applies for a moratorium on payments (surseance van betaling), is subject to debt restructuring proceedings (WSNP), or ceases its business operations or enters into liquidation;
  • there is a change of control in the Contracting Party that, in the Company's reasonable opinion, materially affects the Agreement;
  • attachment (beslag) is levied on the Contracting Party's assets and not lifted within thirty (30) days; or
  • the Contracting Party materially breaches any obligation under these General Terms and fails to remedy that breach within fourteen (14) days of a written notice of default.

17.2 Upon termination by the Company in accordance with Article 17.1, all outstanding amounts immediately become due and payable, and the Contracting Party is not entitled to any compensation or refund, except for amounts paid for Goods not yet delivered.

17.3 Termination does not affect accrued rights and obligations, or any provisions that by their nature survive termination (including Articles 8, 14, 15, 18, and 19).

18. Assignment and Subcontracting

18.1 The Contracting Party may not assign or transfer any rights or obligations under the Agreement without the Company's prior written consent.

18.2 The Company is entitled to assign or transfer any rights and obligations under the Agreement to an affiliated company or a successor entity without the Contracting Party's consent. The Company shall notify the Contracting Party In Writing of any such assignment.

19. Governing Law and Disputes

19.1 These General Terms and all Agreements are governed exclusively by the laws of the Netherlands, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG, Vienna, 11 April 1980) and any other conflict-of-law rules that would lead to the application of another law.

19.2 All disputes arising from or in connection with these General Terms or any Agreement shall be submitted to the exclusive jurisdiction of the District Court of Amsterdam (Rechtbank Amsterdam), unless the Company elects to submit the dispute to any other competent court in the Netherlands. If the Contracting Party objects to the jurisdiction of the District Court of Amsterdam, it must do so In Writing within one (1) month of the Company's notification of its choice of forum, after which the dispute shall be brought before the competent court in the Netherlands pursuant to the Dutch Code of Civil Procedure.

19.3 Notwithstanding Article 19.2, the Company remains entitled at all times to apply for interim injunctive relief (kort geding) before any competent court.

20. Miscellaneous

20.1 These General Terms have been filed with the Dutch Chamber of Commerce. The most recently filed version shall apply to all Agreements concluded after the filing date.

20.2 If any provision of these General Terms is declared invalid or unenforceable, the remaining provisions continue to apply in full. The parties shall replace any invalid provision with a legally valid provision that most closely reflects the commercial intent of the original.

20.3 Failure by the Company to enforce any right or provision of these General Terms shall not constitute a waiver of that right or provision.

20.4 The Company may unilaterally amend these General Terms. Amendments take effect upon deposit with the Chamber of Commerce and notification to the Contracting Party. If the Contracting Party objects to an amendment within thirty (30) days, the parties shall consult in good faith; absent agreement, the then-current version shall continue to apply to existing Agreements.

20.5 These General Terms supersede all prior general terms and conditions of the Company in respect of the Goods and Services covered herein.

Spyker Amsterdam B.V., Lijnden, 2026