KempoTronic is a division of Kempower Motorsport NV.
The website www.kempotronic.com is a Business to Business (B2B) webshop, owned and controlled by Kempower Motorsport NV,
incorporated in Belgium under trade register number “RPR Hasselt 74435”, Klaverbladstraat 25 - 3560 Lummen, Belgium. VAT-ID BE0438.246.394, hereafter referred to as Seller.
By accessing this web site and any services provided by Kempower and/or placing an order, you are subject to the terms and conditions set out below. Use of the KempoTronic webshop is an acceptance in agreement of these Terms and Conditions.
We may revise these terms and conditions at any time by updating this page. You should check this page from time to time to review the current terms and conditions, for any further updates and changes. Certain provisions of these terms and conditions may be superseded by legal notices or terms located on particular pages of this webshop.
These terms and conditions govern the sale of Products ("Products") and the provision of services ("Services") by Kempower® Motorsport and its division, KempoTronic® ("Seller"). These terms and conditions ("Agreement") take precedence over Buyer’s supplemental or conflicting terms and conditions to which notice of objection is hereby given. Acceptance by Buyer is limited to and conditioned upon Buyer’s assent to these terms and conditions. Neither Seller’s commencement of performance or delivery shall be deemed or constituted as acceptance of Buyer’s supplemental or conflicting terms and conditions. Buyer’s acceptance of the Products and/or Services from Seller shall be deemed to constitute acceptance of the terms and conditions contained herein.
B2B Webshop : the business-to-business only shop where the Product can be purchased.
Business Days : all days except for Saturdays, Sundays and national holidays in Belgium.
Business Hours : unless otherwise agreed, 09:00-17:00 Central European Time (CET) on Business Days.
Buyer : an entity that purchases Product from the KempoTronic Webshop.
Seller : Kempower® Motorsport and its division, KempoTronic®
Delivery Date : a date confirmed by Seller upon which the order is to be delivered to Buyer.
Incoterms : Incoterms are a standard set of terminology, created by the International Chamber of Commerce (ICC), used universally, defining the key parts of freight forwarding.
End User : any person where the Product is installed in his/her vehicle by the Buyer.
Good Industry Practice : the excercise of reasonable skill, care, prudence, efficiency, foresight and timelyness which would be expected from a skilled person, experienced and qualified in the provision of services of similar nature to the services provided by the Buyer under these Terms and Conditions.
Price : the charges of the Product and/or possible services: excluding VAT, custom duties, import taxes, transport costs etc.
Products : the KempoTronic product(s), including the Kits, its associated parts and accessories, modules, wire looms or equipment which are distributed by Seller under these Terms and Conditions.
Software : software product and any other software components incorporated in the Product
Website : the website of KempoTronic (www.kempotronic.com).
2.1 These Terms and Conditions apply in full to all contracts and other obligations between Seller and the Buyer and exclude all other terms and conditions, whether provided by the Buyer or any third party, unless previously agreed upon in writing by Seller.
2.2 These Terms and Conditions are applicable at the time of purchase.
3.1 The Product will be charged in Euro (€).
3.2 The Price is excluded the VAT charges.
3.3 Seller reserves the right to change the Price unilaterally and in case of changes, the Price made available on the B2B Webshop when Product was ordered is applicable.
3.4 All prices quoted are exclusive of transportation and insurance costs, duties, and all taxes including, but not limited to, federal, state, provincial and local sales, excise, value added, goods and services taxes and any other taxes. Buyer agrees to pay these taxes unless Buyer has provided Seller with an exemption resale certificate in the appropriate form for the jurisdiction of Buyer’s place of business and any jurisdiction to which Products are to be directly shipped hereunder, or unless the sale is otherwise exempt from these taxes. Buyer agrees to indemnify and hold Seller harmless for any liability for tax in connection with the sale, as well as the collection or withholding thereof, including penalties and interest thereon. When applicable, transportation and taxes shall appear as separate items on Seller’s invoice.
3.5 Shipping and other charges, such as import taxes will be based on the value of the Buyer order and the country to which Product is being shipped. These and any custom duties or tariffs that may be imposed on the deliveries shall be borne by the Buyer.
4.1 The presentation of Product within the B2B Webshop does not represent a legally binding offer but rather an in-line catalogue without obligation. By clicking the checkout button, a binding offer for the goods contained in the shopping basket is established by the Buyer.
4.2 Prior to any purchase, the Buyer is obliged to register accurate, current and complete information. Seller reserves the right to reasonably terminate this Terms and Conditions if any information provided by the Buyer is false, inaccurate or incomplete. In the event that this Terms and Conditions is terminated on these grounds, the Buyer is not entitled to any compensation and the Buyer will be liable for damages that Seller will suffer, such as additional delivery costs.
4.3 An electronic email confirming and containing the receipt of the order will occur after the payment has been secured. This confirmation e-mail represents the acceptance of this Terms and Conditions by Seller.
5.1 All orders placed by Buyer are subject to acceptance by Seller. Orders may not be cancelled or rescheduled without Seller’s written consent. All orders must include delivery dates, quantities, approved vendors and complete description of Products being purchased. Seller may in its sole discretion allocate Product among its Buyers. Seller may designate certain Products as non-cancellable, non-returnable ("NCNR") or Buyer specific ("CS") Products and the sale of such Products shall be subject to the special terms and conditions contained in Seller’s Special Product Agreement, which shall prevail and supersede any inconsistent terms and conditions contained herein or elsewhere.
5.2 No order which has been accepted by us may be cancelled by the Buyer except with our agreement in writing and on terms that the Buyer shall indemnify us in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by us as a result of cancellation.
6.1 Full payment is due promptly upon placing an order on this website.
6.2 We do not charge any fee for payment by creditcard or PayPal.
6.3 As long as the total amount of the invoice has not been paid, the goods remain our property. The invoices not being paid on the expiry date, will be increased with an interest of 2% per month from the expiry date on and with a fixed increase of 10%, with a minimum of 25,00 € without any further notice.
6.4 The payment may be made by one of the following payment methods at checkout in the Webshop :
(i) Credit Card;
(iii) Bank transfer.
6.5 Seller reserves the right to change the payment methods from time to time.
6.6 In the case of payment methods (i) to (iii), the Buyer must pay the Price in accordance with the instruction specified by KempoTronic and to follow the ordering process on the B2B Webshop. The Buyer’s order becomes final when the full payment is received by KempoTronic.
6.7 Following the receipt of payment, KempoTronic will prepare & dispatch the order to the Buyer.
7.1 All orders are released for delivery once completed; there are no partial deliveries. All of our products are produced in-house and are available within 2 weeks; provided all components are in stock. Therefore we carry limited stock of finisched products.
7.2 Bulk orders or products made to order are subject to a lead time starting from receipt and full payment of the order. In this case, the lead time will be communicated to the Buyer and will not be reason for cancellation by the Buyer without written approval of the Seller. These orders are considered “NCNR” or “CS” as described in Article 5 of our Terms and Conditions.
7.3 All deliveries will be made EXW (Ex Works as defined in Incoterms) Seller’s facility. Subject to Seller's right of stoppage in transit, delivery of the Products to the carrier shall constitute delivery to Buyer and title and risk of loss shall thereupon pass to Buyer. Selection of the carrier and delivery route shall be made by Seller. Buyer acknowledges that delivery dates provided by Seller are estimates only and Seller shall not be liable for delays in delivery or for failure to perform due to causes beyond the reasonable control of Seller, nor shall the carrier be deemed an agent of Seller. In the event of delay caused by such event, the date of delivery shall be extended for a period equal to the time lost as a consequence of the delay in delivery without subjecting Seller to any liability or penalty.
8.1 Shipments will be deemed to have been accepted by Buyer upon delivery of the said shipments to Buyer unless rejected upon receipt. Upon receipt of delivery, the Buyer is obligated to promptly, but in no event later than five (5) business days of delivery, after which time Buyer will be deemed to have irrevocably accepted the Products. Furthermore, the Buyer will keep appropriate evidence of such process for Seller to review upon request.
8.2 Provided that the Buyer notifies Seller in writing within five (5) Business Days of Delivery Date of the relevant Product and upon written consent from the Seller, the Buyer may return the Products which are:
(i) damaged in transit, provided that the damage is not caused by the Buyer;
(ii) incorrectly shipped, provided that the fault is not due to incorrect ordering by the Buyer;
8.4 For the purpose of this Article, the Buyer is obligated to follow the procedures laid out in the KempoTronic Return Policy, available upon request.
8.5 Upon returning the Products, the Buyer is obliged to ensure that Products are well-packaged either in its original packaging or packaging providing an equal degree of protection to ensure protection during shipment. The Buyer will be liable of product damages occurring due to improper packaging.
8.6 Any Product return shall be subject to a restocking charge equivalent to 50% of the value of such Product as specified in Seller’s invoice to Buyer.
Seller shall not be liable for its inability to secure sufficient quantities of any Product or failure to deliver due to causes beyond Seller’s reasonable control including, but not limited to, acts of God, natural or artificial disaster, riot, war, strike, delay by carrier, shortage of Product, acts or omissions of other parties, acts or omissions of civil or military authority, Government priorities, changes in law, material shortages, fire, strikes, floods, epidemics, quarantine restrictions, acts of terrorism, delays in transportation or inability to obtain labour, materials or Products through its regular sources, which shall be considered as an event of force majeure excusing Seller from performance and barring remedies for non-performance.
In an event of force majeure condition, the Seller’s time for performance shall be extended for a period equal to the time lost as a consequence of the force majeure condition without subjecting Seller to any liability or penalty. Seller may, at its option, cancel the remaining performance, without any liability or penalty, by giving notice of such cancellation to Buyer.
Kempower Motorsport NV warrants to the Buyer that the KempoTronic Products supplied hereunder are free of manufacturing defects and are supplied in accordance with their technical specifications at the time of delivery.
The Buyer hereby declares that it understands and agrees with the terms of the Seller warranty :
10.1 The warranty period is 90 days from the date of purchase by Buyer. Buyer shall be deemed to have accepted this warranty upon acceptance of the products from Seller.
The warranty extends to the end-user, provided that the Product has been installed and adjusted by the Buyer and according to the guidelines in the manual on USB-stick delivered with the Product. This warranty is not transferrable and only applicable to the Product.
Seller assumes no liability for the quality of the work performed or services rendered by the Buyer or third party vendors/service providers.
10.2 During the warranty period, Seller will replace or refund, at Seller’s option, any new part that fails due to a defect in its Product under normal use and service after proper installation.
Seller’s exclusive obligations with respect to a non-conforming Product shall be, at Seller’s option, to repair or replace the Product, if it is determined to be defective, or to refund to Buyer the purchase price paid for the Product. Notwithstanding anything herein to the contrary, the liability of Seller under this Section 10.2 for all claims shall not exceed the sum of Buyer’s payments for the Products which are the subject of the dispute and the foregoing is Buyer’s sole and exclusive remedy for all claims under this Section 10.
10.3 The foregoing warranties are the sole warranties, express or implied, given by Seller in connection with the products, and Seller disclaims all other warranties, including, but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement of third party rights and warranties against latent defects.
10.4 Replacement Products shall be warranted as set forth in Section 10.1 above. Any Products repaired or serviced by Seller shall be warranted as provided in this Section 10.a for the remainder of the Seller’s warranty period.
10.5 No warranty shall apply to any Product that has been subject to misuse, improper testing, assembly, mishandling, or which has been operated contrary to Seller’s instructions relating to installation, maintenance or operation, or contrary to industry standards.
10.6 Seller disclaims, and shall have no liability for any trademark, trade dress, trade secret, copyright, design or patent infringement, or any other intellectual property right, which may occur, as a result of the sale of Products to Buyer. There shall be no remedy or recourse against Seller to the extent the infringement arises from or is otherwise based upon
- (i) the Seller’s compliance with the particular requirements of Buyer that differ from the Seller's standard specifications for the Product;
- (ii) modifications or alterations of the product other than by the manufacturer; or
- (iii) a combination of the Product with other items not furnished or manufactured by the Seller
The Buyer undertakes to not modify, customize or making alterations on Products and/or Software, unless authorised in writing by Seller. In the event of the Customer performing unauthorised modification or customization of Products and/or Software, the warranty rights afforded by Seller are void.
Seller shall have no liability in the event the Buyer made any unauthorised modification or customization of Products and/or Software. The Buyer indemnifies Seller, its officers, agents, or employees against all claims, liability and expenses including legal fees arising from any third party claim or proceeding brought against any of them in connection with unauthorised modified Products or Software.
10.7 Buyer shall not in any event be entitled to, and Seller shall not be liable for, indirect, special, incidental or consequential damages of any nature including, without limitation, business interruption costs, removal and/or reinstallation costs, procurement costs, loss of profit or revenue, loss of data, promotional or manufacturing expenses, overhead, injury to reputation or loss of Customers, even if Seller has been advised of the possibility of such damages. Buyer’s recovery from Seller for any claim shall not exceed Buyer’s purchase price for the product given rise to such claim irrespective of the nature of the claim, whether in contract, tort, warranty, or otherwise. Seller shall not be liable for and Buyer shall indemnify, defend and hold Seller harmless from any claims based on Seller’s compliance with Buyer’s designs, specifications or instructions, or modifications of any products by parties other than Seller, or use in combination with other products. If, for any reason, the foregoing limitations are found by an arbitration panel or court of competent jurisdiction to be invalid or inapplicable under any applicable state or provincial law, Buyer agrees that Seller’s total liability for all damages, losses, or cause of action of any kind or nature shall be limited to Buyer’s purchase price for the product, irrespective of the actual damages without regard to any punitive or exemplary damages provided by any such applicable law.
10.8 Buyer acknowledges that this Agreement was entered into at arm's length and that it was not fraudulently induced to enter into this Agreement, in whole or any part, and Buyer explicitly disclaims and waives any claim with respect thereto.
10.9 This warranty does not cover labour costs or incidental, indirect, special or consequential damages such as, but not limited to, physical injuries or property damage of the Buyer and/or third parties, loss of time, loss of use of the vehicle, inconvenience, rental vehicle charges, towing charges or accommodations resulting from a defect in or failure of the part.
10.10 This warranty and liability cannot be transferred to any third party or owner of the car, to which the Product has not been sold to by Seller.
10.11 Limitation Period : Subject to any of the limitations expressed in the applicable warranty, no action by Buyer may be brought at any time for any reason against Seller more than six (6) months after the facts occurred upon which the cause of action arose.
10.12 Exclusion of Warranty :
- Failure due to: accident or collision; misuse, abuse or modification; chemical fallout; salt, hail, or other environmental conditions including natural disasters; marine use; improper installation; installation of an incorrect part; and damages caused by other faulty parts.
- Parts under manufacturer's recall for a related problem.
- Parts installed on vehicles used off-road or for racing purposes.
- Normal wear and tear.
- Used or salvage parts.
- Parts installed on commercial-use vehicles are warranted for 90 days from the date of purchase only, regardless of any longer warranty period that may be printed on your sales receipt.
The software used in the KempoTronic Products is specifically for the use of the Product and developed & written in-house. Kempower Motorsport NV is the sole owner of this software.
Buyer acknowledges that any attempt to copy or modify this software will be severely punished by law. Buyer agrees that Seller has the right to a indemnity starting from 100.000 (one hundred thousand) euro for each attempt or infringement
Buyer agrees that the Products, including the design and Software, including but not limited to Content, graphics, user interface, audio clips, video clips, editorial content, and the scripts and software used to implement the Product, contain proprietary information and material that is owned by Seller only, and is protected by applicable intellectual property and other laws, including but not limited to copyright.
No portion of the Product may be reproduced in any form or by any means.
Buyer agrees not to modify or copy the Product in any manner, and Buyer shall not exploit the Product in any manner not expressly authorized in writing by Seller.
The KempoTronic name and KempoTronic logo are trademarks or registered trademarks of Kempower Motorsport NV.
The Buyer is granted no right or license with respect to any of the aforesaid trademarks.
If any Product includes software or other intellectual property, such software or other intellectual property is provided by Seller to Buyer subject to the copyright and user license, if any, for such Products, the terms and conditions of which are set forth in the license agreement accompanying such software or other intellectual property. Nothing herein shall be construed to grant any rights or license to use any software or other intellectual property in any manner or for any purpose not expressly permitted by such license agreement. Buyer acknowledges and understands that Seller is not liable to Buyer or any third party for any copyright, design or patent issue, right or claim that may arise in relation to any Product.
12.1 Buyer certifies that it will be the recipient of Products to be delivered by Seller.
12.2 Buyer acknowledges that the Products are subject to the export and/or import control laws and regulations of various countries including the Export Administration Laws and Regulations of Europe. Buyer agrees to comply strictly with all European export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required and acknowledges that it shall not directly or indirectly export any Products to any country to which such export or transmission is restricted or prohibited.
12.3 Seller's Product can only be installed in vehicles that are technically legitimate. Buyer acknowledges that modifications to the vehicle can conflict with the proper functioning of the KempoTronic device. This also applies for other technical or electronic devices installed that are not original from the vehicle, as these may interfere the correct functioning of the KempoTronic device.
12.4 Products sold by Seller are not designed, intended or authorized for use in life support, life sustaining, nuclear, or other applications in which the failure of such Products could reasonably be expected to result in personal injury, loss of life or catastrophic property damage.
12.5 If Buyer uses or sells the Products for use in any such applications:
- Buyer acknowledges that such use or sale is at Buyer's sole risk;
- Buyer agrees that Seller is not liable, in whole or in part, for any claim or damage arising from such use; and
- Buyer agrees to indemnify, defend and hold Seller of the Products harmless from and against any and all claims, damages, losses, costs, expenses and liabilities arising out of or in connection with such use or sale.
13.1 Any technical assistance or advice offered by Seller in regard to the use of any Product or provided in connection with Buyer’s purchases is given free of charge and only as an accommodation to Buyer. Seller shall have no obligation to provide any technical assistance or advice to Buyer and if any such assistance or advice is provided, such fact will not obligate Seller to provide any further or additional assistance or advice.
13.2 Seller shall not be held liable for the content or Buyer’s use of such technical assistance or advice nor shall any statement made by any of Seller’s representatives in connection with the Products or Services constitute a representation or warranty, express or implied.
14.1 Seller reserves the right to change the KempoTronic Website and B2B Webshop for any maintenance or updates. In addition, Seller reserves the right to suspend or restrict access to some features to Buyers.
In any case, Seller will not be liable if, for any reason, all or any part of the Website is unavailable at any time or for any period.
14.2 Seller reserves the right, at its sole discretion, to change, modify, add, amend and remove any part of these Terms and Conditions from time to time. Notwithstanding the abovementioned, the responsibility for checking any update or changes to this Terms and Conditions remains to the Buyer.
14.3 In case of changes, the Terms and Conditions applicable to the Buyer at the time of purchase will apply.
15.1 The Buyer can visit the KempoTronic Website without submitting any information regarding the Buyer personal or entity data. Personal data is only collected when the Buyer voluntarily provides Seller with it, such as for opening a Buyer account or for registration to the KempoTronic newsletter.
No course of dealing or failure of either party to strictly enforce any term, right or condition of this Agreement shall be construed as a waiver of that term, right or condition nor shall Seller’s acceptance of a purchase order be deemed as an acceptance of any terms and conditions therein.
This Agreement (together with any agreements, policies or terms incorporated by reference) shall constitute the complete, final and exclusive statement of the terms of the Agreement between the parties with respect to the subject matter of this Agreement and the transactions between the parties and shall not be modified or rescinded, except by a writing signed by Seller and Buyer. The provisions of this Agreement supersede all prior oral and written quotations, communications, agreements, and understandings of the parties with respect to the subject matter of this Agreement. Products furnished and services rendered by Seller are done so only in accordance with these terms and conditions. If any provision of this Agreement are found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these terms and conditions, which shall remain in full force and effect.
As used herein, terms appearing in the singular shall include the plural and terms appearing in the plural shall include the singular. No rights, duties, agreements or obligations hereunder may be assigned or transferred by Buyer, by operation of law, merger or otherwise, without the prior written consent of Seller. Any attempted or purported assignment shall be void. Seller's obligations under these terms and conditions may be performed by divisions, subsidiaries or affiliates of Seller. The obligations, rights, terms and conditions hereof shall be binding on the parties hereto and their respective successors and assigns. The waiver of any provision hereof or of any breach or default hereunder shall not be deemed a waiver of any other provision hereof or breach or default hereunder. Any provision hereof which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction.
19.1 Buyer and Seller agree that any and all disputes, claims, or controversies arising out of or related to the validity, interpretation or performance of this Agreement for all Products delivered in and outside of Belgium, and all Services performed in and outside of Belgium, shall be resolved pursuant to this Section 19 and that the validity, interpretation and performance of this Agreement for all Products delivered, and all Services performed hereto, shall be governed by, and construed in accordance with the Belgian law, without giving effect to conflict of laws principles.
19.2 Both parties agree that any action, demand, claim or counterclaim relating to the terms and provisions of this Agreement, or to any claimed breach, shall be commenced in the exclusive jurisdiction of the Court of the district in which the society is located, being the commercial court of Antwerp, Department of Hasselt. Both parties expressly acknowledge that personal jurisdiction and venue shall lie exclusively in Hasselt.
19.3 Both parties further agree that any action, demand, claim or counterclaim relating to the validity, interpretation and performance of this Agreement, or any other matter between the parties, shall be resolved by a judge alone in the court of Hasselt, and both parties hereby waive and forever renounce the right to a trial before a civil jury.