Terms & conditions
GENERAL TERMS AND CONDITIONS OF SALE
1. These general terms and conditions of sale (“the Terms and Conditions of Sale”) apply to any contract concluded between the company identified on the invoice or order confirmation as the seller or provider of services (“the Seller”) on the one hand, and the buyer or purchaser of services (“the Buyer”) on the other. They also apply to any offer made by the Seller and to any order for goods or services that is placed with the Seller.
2. The provisions and terms and conditions of the Seller take priority over and exclude the application of provisions and terms and conditions of the Buyer.
3. Offers or sales promises coming from the representatives of the Seller shall bind the Seller only after the Seller has confirmed them in writing by post or e-mail. A placement of an order with the Seller by the Buyer binds the Buyer in accordance with these terms and conditions of sale. The written confirmation made by the Seller of such an order makes the contract opposable to the Seller.
4. The invoices of the Seller are payable at its registered office. This is also the case when the Seller draws a bill of exchange on the Buyer.
5. The Seller reserves the right to charge a lump-sum amount to the Buyer as compensation for additional costs and expenditures for the transport of the goods over certain roads on Belgian territory subject to a kilometre charge, regardless of the actual transport distance. The Seller reserves the right to transport the goods by the route of his choice.
6. The order is only executed after payment of an advance of 30% of the total invoice price. The balance is payable immediately upon delivery, unless stipulated otherwise.
7. Each – even partially – unpaid invoice entails ipso jure and without prior formal notice of default the applicability of a lump-sum damages clause of 15%, with a minimum of 250.00 EUR per invoice. Moreover, each unpaid invoice, ipso jure and without prior formal notice of default, shall generate interest at the rate of 1 % per month, with each commenced month being regarded as a full interest-generating month.
8. In the event of non-compliance, even partially, by the Buyer with the payment terms agreed between the parties, as well as in the event of a single payment not being made within the agreed period, even with one day of grace, the entirety of the non-due invoices shall become immediately exigible, ipso jure and without notice of default, whatever the payment conditions agreed in advance may have been.
9. The goods travel at the addressee´s risk, even if they are sent carriage paid.
10. It is the Buyer´s duty, immediately upon delivery, to (i) examine the goods for visible defects, (ii) check the delivered quantity. Any non-conformity must be mentioned at the time of the delivery. Any dispute raised by the Buyer concerning quality or quantity shall, on pain of lapsing, only be taken into consideration if made in writing within 48 hours after delivery. If the Buyer has altered the goods in any way, he loses any right to object to them.
11. The Seller no longer accepts any liability for latent defects as of 6 months after the date of delivery.
12. Unless expressly stipulated otherwise, the mentioned delivery periods are purely indicative and do not bind the Seller. A delay in delivery may under absolutely no circumstances give rise to cancellation of the order, nor to compensation for the Buyer.
13. The Buyer shall insure the goods entrusted to the Seller for treatment, reworking and/or processing etc. against fire, lightning, explosion, airplane crash, storm damage, water damage, flooding and burglary and related costs (removal, cleanup, etc.); including waiver of recourse issuing from the insurers with regard to the Seller and all other third parties. Unless stipulated otherwise, such goods remain at the Buyer´s risk during the entire time they are in the Seller´s hands. The Seller has a possessory lien as well as a right of pledge over such goods, in accordance with the Act of 5 May 1872 on commercial pledges, for all of the Seller´s current and future claims against the Buyer.
14. Any case of force majeure, provided that it is invoked by the Seller, releases the Seller from his obligations. Under no circumstances may the Buyer cancel the contract, unless the force majeure was properly established. In this case, the Buyer cannot hold the Seller responsible for any price increases deriving from orders placed with third parties.
15. In the event of unforeseen circumstances and/or a fundamental change that makes one or several of the obligations deriving from the contract unfairly onerous for the Seller, the Seller and the Buyer undertake to consult in order to adapt the contract to the changed circumstances. In the absence of agreement between the parties within 15 days after the request for adaptation by the Seller, the Seller shall have the possibility of cancelling the contract without indemnification. The cancellation must be notified by registered letter.
16. In the event of insolvency of one of the parties, or any other situation of concurrence, the reciprocal debts and debt claims of the parties shall be compensated and/or set off in order to arrive at the net result owed by the one party or the other. This netting or offsetting will be based firstly on the invoicing itself and secondly on the correspondence and details that are exchanged by letter, fax or e-mail between the respective administrative departments of the parties, whereby they undertake to meticulously record the setoffs in their bookkeeping and to introduce and keep their transfer orders in an up-to-date system. The Seller and the Buyer agree that, as a result of the netting or setoff, regardless of whether the net balance is paid or not, the set-off obligations are for the rest extinguished. Thus only the party entitled to the net balance possesses a claim for this net balance.
17. The goods remain the property of the Seller until the time of full payment by the Buyer. The risk on the goods is transferred to the Buyer at the moment a contract is concluded. The advances paid will be retained in order to cover any losses on resale. The Seller´s reservation of title remains notwithstanding the concurrence as specified in the preceding article.
18. Even after partial execution of a contract, the Seller has the right, if the Buyer´s credit is impaired, to demand from the Buyer the guarantees deemed necessary by the Seller for the proper execution of the assumed obligations. The Buyer´s refusal to consent to this gives the Seller the right to dissolve the contract in whole or part without any right to compensation for the Buyer. The same applies in the event of non-payment, even partially, by the Buyer within the established period.
19. The goods that have constituted the object of an order confirmation must be purchased within the established period and, in the event of non-purchase, the Seller reserves the right to cancel the sale in whole or part or to oblige the Buyer to take delivery without the Seller losing the right to compensation in each of these cases.
20. The Seller´s liability is in any case limited to the Buyer´s proven direct damage and is at most equal to the amount of the invoice excl. VAT. The Seller may under no circumstances be held liable for indirect damage (including herein costs for the installation and removal of the delivered goods or services), lost profit and consequential damage.
21. The Seller is never liable for damage occurring during the transport of the goods, faulty or negligent handling by representatives of the Buyer and third parties or damage caused due to delay by third parties.
22. The claims, other than those provided for under articles 11 and 12, against the Seller are in any event prescribed after the expiry of a period of one year after the delivery.
23. The Seller´s non-enforcement of any right as specified in these Terms and Conditions or the law or as otherwise agreed between the parties cannot be interpreted as a waiver of such right, unless such waiver was explicitly made in writing by the Seller.
24. The Commercial Court of Ghent, department of Ghent, has exclusive jurisdiction for hearing any disputes. This contract is governed solely by Belgian law. Application of the Vienna Convention of 11 April 1980 on contracts for the international sale of goods, adopted by the Act of 4 September 1996, Belgian Official Journal of 1 July 1997, is expressly excluded.