TERMS AND CONDITIONS OF SALE
Unless agreed otherwise in writing, all offers and quotations made by the Seller as well as all contracts concluded by him are subject to the following General Terms and Conditions (hereinafter T&Cs) accompanying the quotation, which the Purchaser declares to be aware of and to accept in full. These T&Cs similarly apply to all subsequent offers, contracts and deliveries, no matter how they are established.
The applicability of the Purchaser’s own terms and conditions, if and to the extent that they conflict with these T&Cs, is excluded, unless expressly accepted by the Seller in writing for a specific transaction. Such acceptance does not imply that the Purchaser’s terms and conditions (will) also apply to other transactions with him.
- Quotation - order - price
- All offers and quotations made by the Seller are without commitment and are not binding for the Seller.
- Orders are based on an approved quotation/order form (including the T&Cs).
- Each order must state the correct address to where the ordered goods are to be delivered. If the delivery address is different or changes, this must be communicated in writing within 7 days of placing the order. In the event of incorrect delivery due to incorrect or late instructions, a fixed fee of EUR 750 will be charged.
- Unit prices are net and may be adjusted to reflect fluctuations in wages, raw material prices, transport costs or additional services provided by the Seller. Call-offs made more than 3 months after the agreed collection date (unless stated differently on the order confirmation), may similarly be subject to price revisions as stated above, in the absence of any other mutual agreement.
- In the event of the Purchaser wishing to order additional goods, the unit prices applicable at the time of ordering these new goods shall apply.
- For non-standard products, the Purchaser is required to take delivery of all products in the quantities foreseen in the order or contract.
- Any change to the contract must be communicated to the Seller within 7 days of ordering in order to avoid unnecessary costs.
- Purchase - delivery - risks
- The Purchaser is obliged to take delivery of the purchased goods on the delivery date and/or within the call-off period(s) stated in the contract.
If no delivery date has been specified or if it has been specified that call-off deliveries are to be made without stating any specific dates, acceptance must take place within 3 months of the date on which the contract was concluded in accordance with Art. 1.2.
- In the event of late acceptance, either over one month of expiry of the agreed delivery date or, where no delivery date was agreed, within three months of contract conclusion in accordance with Art. 1.2, unless stated differently on the order confirmation, storage costs of EUR 5 per pallet per week may be charged until the goods are accepted in full, unless otherwise agreed in writing. If the agreed delivery date is nevertheless exceeded by 3 months, the goods shall be invoiced in full at the agreed selling price.
- Should the Purchaser cancel the order in whole or in part or should he not comply with his obligation to take delivery, he shall owe the Seller an amount equal to 25% of the selling value of the goods not taken delivery of in whole or in part, together with the transport costs. This amount shall be payable by the Purchaser without any notice of default being required and irrespective of whether the Seller actually suffers a loss as a result of the cancellation. This condition applies unless otherwise agreed between the parties.
Orders placed for non-current articles (n.c.a. = non-current articles are products produced at the request of the customer) must always be taken up in full. No cancellation is possible. The full amount is due in the event of non-acceptance.
As for goods already delivered, no cancellation is allowed.
The Purchaser is obliged to reimburse the Seller for any damage the Seller suffers as a result of cancellation or as a result of non-current articles
not being accepted insofar as this loss exceeds the amount owed by the Purchaser on the basis of the above.
- The start of the delivery period is subject to receipt of a complete and regular order (in accordance with Art. 1.2).
Unless expressly agreed otherwise, the delivery periods stated in the order confirmations are given for information purposes only and without guarantee.
The Purchaser shall not derive any rights from the Seller’s failure to meet a delivery date, nor shall any delay give rise to any form of compensation or cancellation.
Should force majeure prevent the Seller from delivering or from delivering in the normal way, he shall be entitled to extend the delivery period for the duration of the force majeure, or to rescind the contract - to the extent that it has not yet been executed - without being obliged to pay any compensation. Force majeure includes (but is not limited to): war, riots and civil unrest, strikes, breakdowns of machinery or other technical problems, slowdowns in the supply of raw materials or energy, government measures, as well as any circumstance whatsoever which reasonably renders it impossible for the Seller to deliver in the normal way.
- The goods are always transported at the expense and risk of the Purchaser, even if the price has been set as ‘carriage paid’. In other words, the risk with respect to the goods is transferred to the Client the moment the goods leave the Seller’s premises.
- Unloading of goods should be done in a place easily accessible to vehicles (e.g., truck/trailer) and should take no more than 30 minutes. Should this timeframe be exceeded, an additional cost of €75.00 per hour will be charged to the Purchaser.
- Except in the case of intent or gross negligence, neither the Seller nor his subcontractors shall be held liable for any damage caused when delivering goods which are in the care of the Buyer.
- In the event of any damage caused by the carrier, any claim for compensation is to be made directly to the carrier, and not the Seller.
- Acceptance and Complaints
- With the exception of those for hidden defects, the Purchaser must report any complaints, accurately described, to the Seller by registered letter within 5 days of collection/delivery for them to be admissible. Hidden defects shall be reported to the Seller without delay for the purpose of verification.
- Delivered goods subject to a complaint must be kept by the Purchaser untouched, as they were at the time of unloading, until the Seller has had the opportunity to investigate the merits of the complaint, which he is obliged to do without delay. Should the Seller acknowledge the validity of the complaint, his obligation shall be limited to replacing the disputed goods, to the exclusion of any compensation.
- Complaints regarding quantities can only be accepted if the latter are recorded jointly at the time of unloading / collection and are noted on the delivery documents.
- Comments/complaints regarding any visible defects (colour, size, texture, breakage, cracks, etc.) should always be made before the products are used.
Except in the case of a hidden defect, use of the goods is equivalent to their acceptance.
- Technical clauses in the specifications shall be deemed to be known only to the extent that they were communicated to us in writing by the Purchaser prior to the conclusion of the purchase and confirmed in writing by the Seller.
- The submission of complaints does not give the Purchaser the right to suspend payment for the goods delivered.
- (Technical) data and information on the quality, performance and/or other characteristics of goods are provided by the Seller with as much care as possible. Advice given or representations made by the Seller regarding materials, constructions, designs and applications are always without obligation. The Seller shall never be held liable for the accuracy of any (technical) data provided by him or on his behalf and the Seller shall not be obliged to check such data in any way.
Except where otherwise provided for by law, the Seller shall not be held liable for any fault of his agents.
- The Seller is also not liable for hidden defects of which he has no presumption.
- The Seller is not liable for transport damage.
- The Seller is not liable when the Purchaser loads more materials than legally allowed onto a vehicle.
- The Seller’s liability, for whatever reason, shall be limited to a maximum of the invoice value of the delivered goods to which the complaints (found by the Seller to be justified) relate, or to the replacement of those goods with similar goods or to a reduction of the selling price of those goods.
If the Seller decides to reduce the purchase price, such reduction shall consist of that part of the purchase price relating to the defective goods or to the extent of the defect in the goods.
- Payments are to be made within 30 days of the invoice date, without deduction or offsetting on any grounds whatsoever, unless otherwise agreed between the parties or when instalment periods have been stipulated in writing.
- Complaints regarding the delivered goods shall not entitle the purchaser to suspend payment and/or invoke a right of retention.
- The time of payment is deemed to be the time when the amount due is credited to the Seller’s account. Incoming payments shall first serve to settle interest and costs and then the oldest outstanding principal amount(s), even if the Purchaser states otherwise in this respect.
- If the invoiced amount is not paid on the due date, the Buyer shall be ipso jure considered to be in default vis-à-vis the Seller, without formal warning or notice of default being required; the compensation clause pursuant to Article 6.1 shall apply immediately.
- The Seller shall be entitled at any time during the term of the contract to demand advance payment or collateral for payment.
- All claims of the Seller against the Purchaser shall be immediately due and payable; In the event of the Purchaser not meeting his payment obligation or other obligations vis-à-vis the Seller on time or at all, filing for bankruptcy, requesting payment on credit, having his assets seized, selling or liquidating his business, all of the Seller’s claims against the Purchaser shall become immediately due and payable.
- Late payment
- If payment is not made by the due date, the invoice amount will be increased in accordance with Article 5.4 automatically and ipso jure by 10%, with a minimum of EUR 100. This increase is necessary to cover additional administrative expenses and disruption in business planning.
- Without prejudice to the above-mentioned compensation and without prejudice to the possible legal costs and the costs provided for in Article 1022 of the Judicial Code, the parties have agreed that a conventional interest of 10% of the invoice amount will be payable from the due date of the invoice, payable day by day, until the date of general payment, without prior notice of default.
- Termination and suspension
- In the event of a change in the personal and/or family and/or economic and/or legal situation of the Purchaser, the Seller reserves the right to suspend or consider as rescinded without legal intervention any sales contract, whether executed in whole or in part, due to the mere occurrence of one of the events mentioned above, without prejudice to the Seller’s right to compensation. Should the Seller make use of his right, the sales contract shall be rescinded ipso jure on the date of the Seller sending a registered letter to the Purchaser for that purpose, with the Seller entitled to recover the goods delivered but not yet paid for.
- If any one of the payments is not made on the specified date, all remaining payments due shall become immediately due and payable, regardless of the foregoing conditions. In this case, the Seller also has the right to suspend further deliveries and to recover the goods delivered but not paid for. In the event of non-payment of the purchase price on the due date, the Seller shall be entitled, without prior notice of default and without legal intervention, to consider the existing contract cancelled in whole or in part at the expense of the Purchaser or to suspend its execution in whole or in part, without prejudice to his right to compensation for the damage suffered by him. This is in addition to application of Art. 6.
- Even after the order has been confirmed, the Seller reserves the right to demand collateral (in terms of creditworthiness) to ensure the proper performance of the Purchaser’s obligation. The Seller is entitled to suspend further execution of the contract as long as such collateral has not been given to him. If such collateral is not delivered or is refused within the 15-day period after being requested, the Seller has the right to rescind the contract.
- Retention of title
- The Purchaser expressly agrees that all goods delivered shall remain the property of the Seller, even in the event of their use, until the purchase price has been paid in full, including any interest and costs. For this reason, the Purchaser therefore undertakes not to transfer or pledge the delivered goods to third parties, except in the exercise of his normal business or for the normal use of the goods, until he has fully paid the purchase price. In the event of any seizure of goods not paid for in full, the Purchaser shall immediately notify the Seller.
- In the event of resale, the current Seller will be able to recover any unpaid resale price or loss insurance premium. In the context of any bankruptcy proceedings to the detriment of the Purchaser, the Seller will be able to recover, in accordance with Art. 101 of the Bankruptcy Act, any movable and immovable assets still in the Purchaser’s possession.
- The parties agree to regard the present clause as written confirmation, as required by Art. 101 of the Bankruptcy Act.
- The risk in relation to the goods is transferred to the client the moment the goods leave the Seller’s premises.
- Additional provisions
- If one or more provisions of the contract concluded between the Seller and the Purchaser - i.e., including these T&Cs - should prove to be invalid, the other provisions shall remain in full force and effect.
- An invalid provision shall affect neither the remainder of the contract nor the T&Cs. In replacement of the possibly invalid provision, a provision shall then take effect which, with regard to the intention of the parties, shall come as close as possible to this provision in a legally effective manner.
- The Seller reserves the right to unilaterally amend his T&Cs during the contract in the event of changed circumstances such as rising prices (not limited to energy, raw materials, transport, labour costs, etc.) or in the event of new legislation.
In the event of any dispute, the courts of the district of East Flanders, department Oudenaarde, have sole competence.