Terms & Conditions
GENERAL SALES CONDITIONS AS OF 01/01/2019
GENERAL SALES CONDITIONS
- Any offer and any (also future) contract is governed by the present terms and conditions, which form an integral part thereof and which take precedence over the terms and conditions of the customer. Such terms and conditions of the customer shall not be deemed accepted by us unless expressly agreed otherwise in writing. The present terms and conditions shall apply to contracts for the sale of products (stock or custom made) as well as to contracts for repair or service work.
- Unless agreed otherwise in writing, prices, brochures, catalogues or proposals are non-binding and may be changed or amended at any time. A contract shall only be effective and binding to us after our written confirmation of the order. Absent our prior written consent as to the price, the prices valid on the day of the order shall be applicable.
- Unless expressly stated otherwise, delivery times are indicative and not binding. Delays in delivery shall not constitute a valid cause for termination of the contract by the customer. Any modification of the order automatically prolongs the indicative delivery time. Delivery may be suspended in case of any delay in the payment of advances.
- All goods and materials remain our property until they have been fully paid for. Until such time it is strictly forbidden for the customer to alienate or to pledge the goods, to let them serve as security or to legally or physically transfer them in any other manner.
- Unless expressly agreed otherwise all goods and materials are delivered ex works (warehouse Deerlijk/ Waregem, Belgium). They are accepted at the place of delivery. All risks transfer to the customer upon delivery. The risk of transport is carried by the customer, even if it has been agreed that we will take care of, organize or be otherwise involved in the transport. It is the customer’s duty to ensure that all necessary precautions have been taken and all conditions have been met to take delivery at such time and place as is indicated by us. Damages caused because the above has not been complied with shall be borne by the customer.
- If the customer refuses to accept delivery, makes it impossible for us to carry out the delivery or substantially delays the delivery, we shall be entitled to terminate the contract by giving written notice, without there being any need for a court ruling or any other formality. As of such written notice, the contract shall be deemed to be terminated on account of a breach by the customer and compensation shall be due. Without prejudice to our right to prove and claim the higher actual damage, such compensation shall amount, as a minimum, to a lump sum of 35% of the total purchase price exclusive of VAT. If the contract relates to custom made goods such compensation shall amount, as a minimum, to a lump sum of 75% of the total purchase price exclusive of VAT. When partial delivery has already taken place we shall be entitled to invoice the customer for that part and to terminate the contract for the rest. In such case the lump sum compensation shall be 35 % of 75% of the purchase price exclusive of VAT of the goods that have not been delivered.
- Unless expressly agreed otherwise, the prices mentioned to the customer do not include any governmental taxes, levies or other charges. The customer shall bear such taxes, levies or charges and, if they are charged to us or need to be paid by us as a matter of law, shall reimburse the same to us upon our first request.
- Invoices must be paid into the bank account indicated on our invoices or such other bank account as we may communicate in writing from time to time. Payment must be made in full and without any deduction. The relevant amount must be available in our bank account on the due date indicated on the invoice. Any amount that has not been paid on the due date shall automatically and without notice bear a legal and conventional interest of 1% per month. The interest shall be capitalized per annum, subject to a notice thereto by registered mail. If payment by instalments has been agreed to by us, and if one of the instalments is not paid in time or not paid in full, the balance shall become automatically due.
- Any outstanding amount that is not paid on the due date shall, after notice of default by registered letter, be increased by 12%, with a minimum of €150 as a lump sum compensation for extra-legal costs. This compensation shall bear legal and conventional interest of 1% per month as from the notice of default.
- The unconditional payment of all or part of the invoiced amount shall constitute acceptance of our invoice. Partial payments shall always be accepted under reservation of, and without prejudice to our rights, and shall be allocated to the debts of the customer in the following order: any legal costs incurred, secondly interest due, thirdly any compensation and finally the principal amount.
- In case of non-payment on the due date that is not remedied after notice of default by registered mail, the customer shall be deemed to have committed a serious breach of contract and we can, at all times, opt to terminate the contract on account of such breach. Such termination shall require a notification by registered mail. In such case the customer shall allow us to retrieve the goods and materials from where they are kept, and the customer shall be bound to pay compensation amounting, as a minimum, to a lump sum of 35% - increased to 75% in case of custom made goods - of the total purchase price exclusive of VAT. The foregoing shall not prevent us from proving and claiming damage in excess of such amount.
- In case of non-payment on the due date we shall also be entitled to cancel any outstanding orders or to suspend their execution. In case of such cancellation, the customer shall be bound to pay a compensation amounting, as a minimum, to a lump sum of 35% - increased to 75% in case of custom made goods - of the total purchase price exclusive of VAT. The foregoing shall not prevent us from proving and claiming damage in excess of such amount.
- In any case of non-payment on the due date, all outstanding debts of the customer (irrespective of whether they are due at the time) shall automatically become due. No notice of default shall be required to that effect. Furthermore, we shall be entitled to retain any of the customer’s goods that are still in our possession until payment has been made in full.
- If objective elements (such as, without limitation, protested bills of exchange, cancellation of credit, attachment or seizure, the opening of an insolvency procedure) indicate that the customer is facing liquidity problems, we have the right to make the fulfilment of our obligations subject to the receipt of sufficient guarantees. The costs for the establishment of such guarantees shall be borne by the customer.
- We undertake to deliver goods and materials that are conform. There shall however be no lack of conformity unless the qualities and characteristics involved have been expressly and specifically guaranteed by us in writing at the time of the conclusion of the contract.
- The customer shall conduct a visual inspection of the goods, materials and packaging immediately at delivery. Any shortages or apparent defects shall be detailed on the consignment note.The customer shall further without delay and at the latest within three (3) days of delivery send a copy of such consignment note and provide at the same time detailed information in writing concerning shortages and/or apparent defects, including evidence of such defects.The customer shall make all defective products (and the original labelled packaging) or deficient packaging available for inspection. Further, on our request the customer shall return all such products (and the original labelled packaging) or deficient packaging to us or our appointed service partner.We shall not be liable for any visible defects or non-conformity if the customer has failed to comply in any manner with this provision or with our return policy and/or guidelines.
- The burden of proof regarding hidden defects rests on the customer. The customer is required to inform us in writing, by registered mail, within two (2) weeks following the date on which the customer has become aware of such defect. Such written communication must set out in reasonable detail the nature of the hidden defect and include evidence of such defect.The customer shall make all defective products available for inspection upon our request. Further, on our request the customer shall return all such products to us or our appointed service partner.We shall not be liable for any hidden defect if the customer has failed to comply in any manner with this provision or with the our return policy and/or guidelines.We shall only be held liable when the hidden defect becomes apparent within two years as from delivery of the goods. All the customer’s claims shall become invalid six months after the notification of the hidden defect.All claims to guarantee for lack of conformity expire in the event of damage caused during transport, processing, assembly or maintenance, changes and/or repairs made by the customer or a third party, in the event the delivered goods are not assembled or processed, used or installed according to our instructions and/or the instructions of the manufacturer. The same applies when the goods have not been submitted to an annual check-up or have not been maintained according to our maintenance instructions and/or the instructions of the manufacturer.There shall be no hidden defect if, at the time the contract was concluded, the customer was aware, or could not reasonably be unaware of such defect
- If a lack of conformity or defect has been notified to us in accordance with points 16 and 17 above, the customer may only require us to repair the goods or to replace them, at our sole discretion, in either case free of charge. We shall not be liable for any other costs (including without limitation: transport costs, installation costs, expenditures, damages or any cost that is in any manner related to the defect in the goods and materials). Any other liability that is imposed by mandatory law shall, to the extent permitted by such mandatory law, be limited to the amount covered by our insurance. Only if we have not completed the remedy within a reasonable time, the customer may require an appropriate reduction of the price. The customer is never entitled to have the contract rescinded. The customer shall protect us against all claims made by third parties with regard to the delivered goods that would exceed our obligations according to this provision. The customer shall inform us of all complaints concerning the products and undertakes to diligently follow up all complaints so as to protect our good name and the good name of our products.
- Absent our written and specific consent, amounts owed by the customer to us cannot in any way be offset against any amount the customer may claim is owed by us, neither can the customer invoke such claims to justify the suspension or postponement of his payment obligations towards us.
- In case of "foreign cause" or “force majeure” (art. 1147 and art. 1148 of Belgian Civil Code), even when this does not lead to a permanent and/or complete impossibility to carry out the contract, we have the right, by law, to postpone or to annul our commitments, after giving prior notice thereof to the customer. Such postponement or annulment shall not entitle the customer to any compensation."Foreign causes" and “force majeure” shall include, without limitation: war, a strike or lock-out, shortage of raw materials or goods, weather conditions, fire, natural and/or other disasters, governmental decisions which influence the execution of agreements. This provision shall apply irrespective of whether these "foreign causes" and “force majeure” apply to us or to our suppliers.
- If any clause of the present terms and conditions is found to be invalid for any reason, the remainder of these terms and conditions shall not be affected and shall remain in full force and effect. The invalid clause shall be substituted by a valid clause that reflects the original intention of the parties as closely as possible.
- Unless we opt to bring a claim against the customer before the courts of the judicial district in which the customer has its registered office, any dispute between us and the customer shall be within the exclusive jurisdiction of the courts of the judicial district of Gent, division Kortrijk. All contracts are governed by Belgian law. The applicability of the Vienna Convention on the International Sale of Goods is explicitly excluded.
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