Terms and conditions

1. Definitions and scope

Co-operative: Unima Co-operative U.A., established in the Netherlands, also referred to as UNIMA. Member: a company that, after admission, holds a membership agreement with the co-operative. Applicant: a company that has applied for admission or is in the introduction period. Supplier: the party offering a unit for sale. Buyer: the party acquiring a unit. Unit: a vehicle, vessel, machine, trailer or component traded through the network. Transaction: a fully completed agreement: paid, shipped, received and with no open dispute. Client account: the segregated account on which purchase sums are held until the conditions for release are met.

These terms apply to every application, every membership and every transaction concluded through the co-operative, and to the use of the website and the mark. A member’s own purchase or sale conditions are expressly rejected unless the co-operative has accepted them in writing.

Where these terms are available in more than one language, the Dutch text prevails in the event of a difference in interpretation.

2. The role of the co-operative

The co-operative brings supplier and buyer together and guides the transaction. It screens both parties, has the unit inspected, arranges the export and transport documents, handles payment through a client account and co-ordinates transport to the agreed port.

The contract of sale is concluded between supplier and buyer. The co-operative is not a party to it. It does not buy for its own account, holds no stock and takes no margin on the purchase sum; its income consists of membership dues, service fees, listing fees and commission as stated on the pricing page.

3. What the co-operative is not

The co-operative is not a dealer, not a reseller and not an auction house. It is not a bank, not a payment service provider within the meaning of the Dutch Financial Supervision Act, and not an insurer. It gives no warranty on the unit, no credit and no payment guarantee.

The co-operative gives no tax, legal or customs advice. Information about import rules, inspection requirements or age limits in a country of destination is provided to the best of its knowledge but is not advice; the buyer remains responsible for whether the unit may be admitted in that country.

4. Application and screening

Admission is applied for through the website. The applicant provides at least the registered name, the commercial register number in the country of establishment, the registered address, the identity of the director or authorised signatory, and a business e-mail address and telephone number in the company’s name.

The co-operative verifies the registration, checks the identity of the authorised signatory and consults sanctions and screening lists. It may require further documents, including a recent extract, a bank reference or references from earlier trading partners.

The co-operative may refuse an application without stating reasons. No rights may be derived from an application, and an application does not in itself give access to the offering.

5. The introduction period

An applicant who passes screening is admitted to an introduction period of no more than three completed transactions. During that period an increased rate applies, there is no right to the mark, there is no priority on scarce supply and search profiles are not available.

Only a fully completed transaction counts. An aborted transaction does not count but is recorded in the file. The file lapses after twelve months without a completed transaction.

The introduction period ends after the third transaction. Without membership a fourth transaction is not possible. An applicant refused at that assessment may apply once more after twelve months.

6. Admission and membership

Admission follows three completed transactions combined with an average rating of 4.0 or higher and a valid commercial register check. Membership is entered into for an indefinite term and may be terminated monthly with effect from the end of the current dues period, unless agreed otherwise in writing.

From the fourth to the eighth completed transaction membership is conditional. If the average rating falls below 3.7 in that period, membership ends, the right to the mark lapses and dues paid in advance are refunded pro rata.

Membership is personal and not transferable. File, ratings and mark are tied to the commercial register number and to the directors; a new legal entity with the same directors continues the existing file.

7. Dues, service fee and commission

Current rates are stated on the pricing page and form part of these terms. Dues are payable monthly in advance. Service fee, listing fee and commission are payable per transaction and are withheld on settlement or invoiced.

Both sides of a transaction pay for their own service. The co-operative states this openly: the buyer paying commission does not affect the supplier’s listing fee, and the other way round.

All amounts are exclusive of VAT and of bank charges unless stated otherwise. Payment is made without set-off or suspension. Late payment carries statutory commercial interest plus extrajudicial collection costs.

8. The mark

On admission the member obtains the right to carry the UNIMA Verified Supplier or UNIMA Verified Buyer mark, with the accompanying numbered certificate and year seal. The right runs with the membership and ends by operation of law when the membership ends.

The permitted scope of use follows the level of membership and is set out in the terms of use of the mark. The mark may not be altered or imitated, and may not be used in a way that suggests the co-operative stands behind an individual unit or transaction.

The right lapses on an average rating below 3.5, on a dispute decided against the member, on demonstrably incorrect information, on use of a rating as leverage, and on non-payment. Once it has lapsed the member removes the mark from all its communications within thirty days.

9. Listings and unit data

For each unit the supplier provides the category, make, type, year of build, chassis or serial number, mileage or hours with reading date, a statement of known defects, the documents held and recent photographs. The supplier warrants that this information is correct and complete.

A listing on the website is an invitation to negotiate and not an offer in the legal sense. Obvious clerical or arithmetical errors bind neither the co-operative nor the supplier.

The identity of the supplier is not made public. It is disclosed to the buyer when the contract of sale is concluded, to the extent needed for performance.

10. Formation of the sale

A contract of sale is concluded when the buyer accepts a unit in writing and the co-operative confirms that acceptance. The confirmation states the unit, the purchase sum, the currency, the delivery term, the port of export and the final payment date.

A reservation gives the buyer an exclusive right to accept for the period stated on the pricing page. If that period expires without payment, the reservation lapses by operation of law and the unit becomes available again.

11. Payment and client funds

The buyer pays the purchase sum, the fees and the transport costs in advance into the client account. Without full receipt the unit is not released, not loaded and not shipped.

The co-operative holds the amount separately from its own assets and pays the supplier after the unit has been loaded and the transport documents have been issued, observing the payment term applicable to the membership.

Where a complaint about the unit is well founded, the co-operative may suspend payment until the complaints procedure has been completed. Exchange differences and bank charges are borne by the party causing them. Payment is accepted only from a bank account in the member’s own name.

12. Inspection and unit certificate

The co-operative has the unit inspected before shipment and records the outcome in a numbered unit certificate. It states the unit, the readings with date, the documents held, the inspection date, the supplier’s rating and the port of export, and is valid for ninety days.

The inspection is a visual and administrative check at the moment of inspection. It is not a technical warranty, not a valuation and not a statement about remaining service life. Defects that such a check cannot reasonably establish are not covered.

13. Documents and export formalities

The co-operative arranges the export declaration, the export certificate, the transport document and the other papers required for export from the country of dispatch. The supplier delivers the original ownership and registration documents in good time and warrants that the unit is free of attachment, pledge and outstanding finance.

Import formalities in the country of destination are for the account and risk of the buyer, including import duties, excise, pre-shipment inspections, age limits and emission requirements. The co-operative may assist but accepts no liability for the outcome.

14. Transport, delivery and risk

Unless agreed otherwise in writing, delivery is FOB port of export under Incoterms 2020. Risk passes to the buyer at the moment the unit is placed on board at the port of export.

Stated sailing and arrival times are indicative and never of the essence. Delay caused by the carrier, port authorities, customs or weather gives no right to rescission, reduction or damages.

The buyer inspects the unit on arrival without delay and reports visible deviations in writing within seven calendar days of discharge, with photographs and the discharge document. After that the unit is deemed to have been received in conformity with the contract.

15. Passing of title

Title passes to the buyer at the moment the purchase sum has been credited in full to the client account and the unit has been declared for export. Until then the unit remains the property of the supplier.

16. Obligations of the supplier

The supplier keeps the unit available while it is listed, reports a sale outside the network without delay, and delivers the unit in the condition in which it was inspected. Removing, exchanging or replacing parts after inspection is not permitted.

The supplier does not manipulate odometer or hour readings, does not conceal damage history or status registrations, and reports where a unit has previously been written off, recalled or structurally modified.

Where a listed unit is sold elsewhere to a buyer introduced to the supplier through the co-operative, the listing fee remains due.

17. Obligations of the buyer

The buyer pays in advance and in full, keeps to the confirmed specification and does not renegotiate after acceptance. The buyer ensures the receiving end is arranged: a valid consignee, a customs agent and the means to discharge and clear the unit on arrival.

As long as the supplier’s identity has not been disclosed, the buyer addresses questions about the unit to the co-operative and not directly to the supplier.

The buyer indemnifies the co-operative against claims by its own customers arising from resale of the unit.

18. Ratings

After each completed transaction both parties rate each other within fourteen days on four fixed criteria. Ratings become visible only once both have been submitted or the period has expired, and cannot be changed after that.

Scores are visible within the network; the accompanying text is not. That text goes only to the co-operative and returns to the rated party in summarised, non-traceable form. An average is shown only from three ratings onwards, always with the number of ratings and the twenty-four month window over which it is calculated.

Announcing or using a rating as leverage in a running transaction is grounds for immediate termination of membership.

19. Cancellation and aborted transactions

After confirmation of the sale, cancellation by the buyer is possible only with the supplier’s consent. Costs already incurred for inspection, documents, storage and transport remain due; the service fee is not refunded.

If the supplier withdraws a unit after confirmation, the purchase sum is refunded to the buyer in full and without delay, and the supplier owes the co-operative the costs actually incurred plus the lost fee.

If payment is not made within the confirmed term, the sale lapses by operation of law without notice of default being required.

20. Liability

The co-operative is not liable for performance of the contract of sale by supplier or buyer, for the technical condition or remaining service life of a unit, for acts of carriers, forwarders, ports or authorities, or for whether a unit may be admitted in the country of destination.

The co-operative’s liability is in all cases limited to the fee it received for the transaction concerned, subject to a maximum of ten thousand euro per event and twenty-five thousand euro per calendar year, and to the amount its insurer pays out in the case at hand.

Liability for consequential loss, lost profit, downtime, lost savings and reputational damage is excluded. These limitations do not apply in the event of intent or deliberate recklessness on the part of the co-operative itself.

Any claim lapses if it is not notified to the co-operative in writing within twelve months of arising.

21. Force majeure

Force majeure includes in any event war, civil unrest, strikes, port blockades, cyber attack, failure of payment or communication networks, epidemic, extreme weather, government measures, closure of a corridor or port, and the absence of permits.

If force majeure lasts longer than ninety days, either party may rescind the transaction without liability, after which the funds in the client account are returned less costs actually incurred.

22. Suspension and termination

The co-operative may suspend a member on reasonable suspicion of incorrect information, during a running dispute, on payment arrears, or on a signal from the sanctions or anti-money-laundering check. Suspension blocks access to the offering and participation in new transactions, and leaves running obligations intact.

Membership ends with immediate effect in the event of odometer manipulation, forgery of documents, circumvention of the co-operative in a running introduction, deliberate concealment of a defect, use of the mark after withdrawal, and bankruptcy or suspension of payments.

On termination the mark, the certificates and access lapse. Dues already paid for the current period are not refunded, save in the case set out in article 6.

23. Complaints and disputes

A complaint is submitted in writing through the complaints page. The co-operative confirms receipt within two working days, investigates within ten working days and gives a decision within fifteen working days.

During the procedure the co-operative may hold funds in the client account. The parties undertake to complete this procedure before submitting a dispute to a court.

24. Confidentiality and anonymity

Members keep information about counterparties, prices, margins and the content of the offering confidential and use it only for their own transaction. The offering, the lists and the data files may not be shared, resold or read out by automated means.

The identity of suppliers is not made public. Attempts to establish that identity outside the co-operative, or to continue a transaction outside the network, lead to termination of membership and to the lost fee becoming due.

25. Personal data

The co-operative processes personal data as described in the privacy statement, which forms part of these terms. Data from the screening is kept for as long as the membership and the statutory retention period require.

26. Sanctions, export control and anti-money laundering

Members declare that they do not act in breach of sanctions measures of the European Union, the United Nations, the United Kingdom or the United States, and do not act on behalf of a party on a sanctions list.

Cash payment is not accepted and payment by third parties is refused. The co-operative reports unusual transactions where the law requires it and is not obliged to inform the member.

Units with a possible military or dual use are not brokered without the permit required for them.

27. Intellectual property

The name UNIMA, the logo, the mark, the certificates, the texts, the photographs and the compiled data files on the website belong to the co-operative or its licensors. Use is permitted only within the membership and to the extent these terms provide.

Photographs and data supplied by a supplier may be used by the co-operative for listing, certification and promotion of the network. The supplier warrants that it is entitled to grant this.

28. Amendment of these terms

The co-operative may amend these terms and its rates. An amendment is announced by e-mail at least thirty days before it takes effect and published on this page with the date.

A member who does not accept an amendment may terminate the membership with effect from the date the amendment takes effect. A transaction already confirmed remains governed by the version in force at the moment of confirmation.

29. Transfer, severability and entire agreement

A member may not transfer its rights and obligations without the written consent of the co-operative. The co-operative may transfer its rights and obligations to a legal successor.

If a provision is void or voidable, the remaining provisions stay in force and the affected provision is replaced by a valid arrangement that comes as close as possible to its intention. These terms, the pricing page, the privacy statement, the complaints procedure and the terms of use of the mark together form the entire agreement.

30. Governing law and jurisdiction

These terms, the membership and every agreement concluded through the co-operative are governed by Dutch law. The Vienna Sales Convention is excluded.

Disputes are submitted to the competent court in the Netherlands, in the district where the co-operative is established, without prejudice to the right of the co-operative to sue a member before the court of its own place of establishment.