Sales conditions

GENERAL SALES AND CONTRACTING TERMS AND CONDITIONS

 

 

1.         SCOPE

 

  • 1.1. Except where stated in writing to the contrary, all price quotations and agreements will be governed by these terms and conditions, which will form an integral part thereof and which will automatically take precedence over the customer's own terms and conditions of purchase.
  • 1.2. Any departure from or change to these terms and conditions can only be imposed on us if we have given our consent thereto in writing.

 

•2.            CONCLUSION OF AN AGREEMENT

 

  • 2.1. An agreement can only come into being after a written order confirmation on our part.

2.2.       Any order, price quotation and/or order confirmation from the customer will bind the customer irrevocably.

2.3.       All sales are deemed to take place at our registered office.

2.4.       Those persons who sign the contract for the customer bind themselves jointly and severally with the customer vis-à-vis us.

 

•3.            PRICES

 

  • 3.1. Prices, brochures, catalogues and proposals are obligation-free and without commitment on our part.
  • 3.2. Price quotations always state the net price, excluding VAT, and are always based on information provided to the customer beforehand. If it appears that certain details have not been notified in full or accurately by the customer, we reserve the right to charge any additional costs.
  • 3.3. Except where stated otherwise, our prices are ex-factory.
  • 3.4. Our prices must always be converted into EUR, regardless of the currency in which the agreement is drawn up. If during the course of the agreement the exchange rate for the EUR in relation to the currency in which our prices are established undergoes a depreciation in excess of 3%, we reserve the right to adjust our prices accordingly.
  • 3.5. Prices will automatically be increased by any taxes and charges that may be levied now or in the future by any government, in the way that such charges may apply on the day of delivery.

 

4.         DELIVERY LEAD TIMES

 

4.1.       The delivery lead times stated are indicative only.

4.2.       Any delay in delivery, if not actually unreasonable and not solely attributable to us, may not result in the cancellation of the agreement and/or in any claim for damages on the part of the customer.

4.3.       Any modifications to orders or works will automatically result in the agreed delivery lead times being extended.

4.4.       Should the payment period of advances be exceeded, this delay will be added to the lead time.

 

5.         TRANSFER OF RISK AND RETENTION OF OWNERSHIP

 

5.1.       The responsibility and risk relating to the goods will be transferred to the customer from the time the agreement comes into being, and to the extent that it alludes to similar goods, as soon as they have been separately identified.

5.2.       The goods will remain our property until such time as the price for them has been paid in full. Until then, the customer undertakes not to dispose of these goods, use them as a pledge and/or encumber them with securities.

 

6.         DELIVERY

 

6.1.       The goods and materials ordered will always be delivered from the factory/warehouse and received at the place of delivery/execution. They will be transported at the risk and responsibility of the customer, even if it is agreed that we will handle the transport thereof. We are not responsible for the packaging of the goods.

6.2.                  If, despite being served notice of default, the customer refuses to take delivery or makes it impossible for us to deliver or carry out the works, we may opt for the automatic cancellation of the agreement to the detriment of the customer, which will be notified of such action by registered letter. If this should be the case, the customer will automatically owe an amount of compensation for which the minimum, taking any potential damage into account, will be set at 25% of the total price, excluding VAT, with any greater amount to be proved by us.

6.3.       If part delivery/execution has already taken place when the customer refuses to accept further delivery or makes further delivery impossible, we may then opt, subject to notifying the customer by registered letter, to invoice that part of the delivery/works carried out and for the automatic cancellation of the agreement at the expense of the customer for the part not yet carried out. If this should be the case, the customer will owe an amount of compensation set at a minimum of 25% of the price, excluding VAT, for that part of the agreement not carried out, with any greater amount to be proved by us.

 

7.         INVOICING AND PAYMENT

 

  • 7.1. The price will be invoiced and will be due for payment in accordance with the terms set out in the special conditions. If no payment deadline is set out in the special conditions, invoices will be due for payment on receipt. Even if not expressly provided for in the special conditions, we are entitled at all times to require payment of deliveries on receipt, or to make delivery dependent on the prior payment of an advance.
  • 7.2. Invoices should be paid at our registered office on the due date, without discount.
  • 7.3. Payment by transfer, promissory note or in any other way may not be viewed as a waiver of these conditions and infers no novation. All costs related hereto will be borne by the customer.
  • 7.4. All complaints relating to an invoice must be lodged within 8 days of the invoice date by registered letter, stating reasons. Otherwise they will be deemed inadmissible.

7.5.       In the event of non-payment on the due date, interest will be owed automatically and without service of default from the due date, calculated at the interest rate stated in article 5 of the Act of 02.08.2002 regarding the fight against payment arrears in commercial transactions.

7.6.       In the event of non-payment on the due date and after notice of default has been served by registered letter, any amount outstanding in addition will automatically be increased by 12%, with a minimum of 125.00 EUR and a maximum of 2,500.00 EUR by way of fixed compensation for out-of-court expenses.

7.7.       If payment in instalments is agreed in the special conditions, the outstanding balance will automatically become payable, plus interest and compensation in the event of one of the instalments not being paid or not being paid on time.

7.8.       The unconditional payment of part of an invoiced amount serves as acceptance of the invoice.

7.9.       Reductions are always accepted without prejudice and without any detrimental acknowledgment. Priority will be given to any legal costs incurred, then to interest incurred, then compensation and finally to the principal amount.

7.10.     In the event of late payment on the due date, and after serving notice of default by registered letter, we can at all times opt for the automatic cancellation of the contract at the expense of the customer, subject to notification along these lines by registered letter. If this should be the case, we will take back the goods for sale wherever they are located and the customer will then be required to pay a minimum amount of compensation set at 25% of the price, excluding VAT, with any greater amount to be proved by us.

7.11.     Also, in the event of non-payment on the due date, we reserve the right to cancel any non-delivered orders/non-executed parts of the works to suspend the implementation thereof, which will be notified to the customer by registered letter. In the event of cancellation, the customer will automatically owe an amount of compensation for which the minimum is set at 25% of the price, excluding VAT, with any greater amount to be proved by us. In this case, any amounts still owed by the customer will automatically and without service of default become enforceable.

7.12.     Whenever any objective elements (such as disputed promissory notes, cancellation of credit, protective or executive distraints, arrears vis-à-vis creditors, etc.) point to liquidity problems at the customer, we will be entitled to make fulfilment of our undertakings dependent on obtaining sufficient guarantees.

 

8.         COMPLAINTS AND LIABILITY

 

8.1.       Insofar as acceptance of the goods/works delivered has not expressly taken place, any complaints regarding the conformity of the goods/works and/or visible defects must be lodged by registered letter within 10 days of the goods/works being delivered and before they are placed in service, operated, processed or sold on by the customer itself or by third parties, otherwise they will be inadmissible.

8.2.       We are only liable for invisible or hidden defects if they manifest themselves within a period of 6 months from the time the goods are delivered/works carried out. The customer may only exercise its rights if it has notified us by registered letter within a period of 2 months after the date on which the defect was noted. The right to any action on the part of the customer for hidden defects will lapse 6 months after this notification of the defect.

  • 8.3. Our liability vis-à-vis the customer for any defect of any kind, whether visible or invisible, or for any other contractual failure, will lapse in the event of damage caused during the processing, modification or repair by the customer or by third parties, or as the result of the sale of the goods supplied. In any event, our liability for any reason is also limited to direct and foreseeable damage to the goods themselves, with the exception of any damage caused by use or operation. This liability will be a maximum of the amounts invoiced by us for the delivery or part-delivery to which the complaint relates.

In the event of a justified complaint, we reserve the right, at our discretion, either to repair or replace the goods or to repay a proportion of the invoice amount.

  • 8.4. Amounts that the customer owes to us - subject to written agreement from us - may in no way be offset with any amounts being claimed by the customer from us. Nor may such claims by the customer be invoked by it to defer or suspend its undertakings to make payment to us.
  • 8.5. The customer will safeguard us from all claims made by third parties in relation to the deliveries/works carried out for which the maximum amount stated in article 8.4. is exceeded.
  • 8.6. In the event of a manufacturing defect, a warranty applies to the goods supplied and their parts, except in the case of wear, poor maintenance or incorrect use of the goods for a period of 1800 operating hours for mechanical parts and a period of 900 operating hours for electrical or electronic parts, without the warranty still being issued one year after delivery. With regard to this warranty, we are bound at the most to make replacement parts available at no cost to the customer on our premises. Under no circumstances are we bound by this warranty to pay any compensation or to any other obligation.

 

•9.            FORCE MAJEURE

  

  • 9.1. In the event of "foreign cause" (art. 1147 Civil Code), even when such a cause does not result in the persistent and/or total impossibility of execution, we will be automatically authorised to suspend our undertakings or even cancel them unilaterally, after notifying the customer. Under no circumstances can we be bound to any compensation.
  • 9.2. Under the terms of the contract, "foreign cause" (force majeure) is deemed to include: war, strike or lock-out, exceptional weather conditions, fire, natural and other disasters, exceptional scarcity of raw materials, government decisions that affect the fulfilment of our undertakings, and should such a foreign cause occur either to us or to our suppliers.

 

•10.          MISCELLANEOUS CONDITIONS

 

  • 10.1. The customer acknowledges that it has examined this agreement in all of its written and printed terms. The customer acknowledges that these documents form an integral part of the agreement between both parties and that they replace and supersede all previous verbal and written proposals to enter into undertakings and/or documents issued by it, as well as any other notifications made between the parties hitherto in relation to the content of this agreement.
  • 10.2. If it appears that one or more of the terms cannot be invoked in full or in part vis-à-vis the customer, the other terms of the agreement will continue to exist undiminished.
  • 10.3. In the event of a dispute regarding these terms and conditions, the Dutch wording will always take precedence.

 

11.        APPLICABLE LAW AND COURTS WITH JURISDICTION:

 

11.1.     In the event of a dispute, the courts in the judicial district of Kortrijk shall have sole territorial jurisdiction. Any customer, even foreign, may only summon us before the courts in the district of our registered office. This also applies in the event of urgency (e.g. summary proceedings).

11.2.     Belgian law shall apply and for anything not expressly dealt with herein, Belgian common law shall be applicable.