These general terms and conditions apply to all our offers, purchases, sales and deliveries of goods and/or services. Our general terms and conditions apply to the exclusion of any general terms and conditions of the other party.
Any deviating and/or additional provisions of these general terms and conditions only apply after our express and written acceptance.
Offers and price quotations are without any obligation on our part andnot binding.
Orders or order confirmations only become binding after our written approval.
Belgian law applies to all offers, purchases, sales and deliveries of goods and/or services agreed with us.
Any disputearising from an agreement entered into with us or with respect to an offer made by or to usshall be settled exclusively by the Courts of Antwerp, Antwerp division.
B. Sales conditions, payment conditions and delivery conditions
The prices quoted are exclusive of VAT or any other duties and/or taxes and exclusive of packaging and shipping costs, unless otherwise specified, and as applicable on the date of the offer or the agreement. Increases as a result of government measures or any other price-increasing factors may result in a price increase of the remaining parts of an offer or an agreement.
The buyer is obliged to check the goods immediately upon receipt. On pain of nullity, any complaint with respect to the non-conformity to the specifications, visible defects or supply shortage ascertained upon receipt shall be confirmed in a registered letter sent to us within 24 hours. All complaints with respect to invisible defects must be submitted within 24 hours after the discovery of the defect. The failure to respect these terms shall exempt us from the obligation to pay compensation.
We are not responsible for:
a) any visible defects, if the goods have already been used, handled or processed.
b) any visible or invisible defects if the instructions for use were not respected and/or if the goods were not handled properly.
We are not liableif the products are unsuitablefor any other purpose than the usual purpose intended by the buyer or his customers. We are not liable for any damage arising from the use of defective means of transport ordered by us, except in cases of our gross negligence or wilful misconduct.
Our responsibility is in any case limited to the repair of the direct damage, on the understanding that the maximum amount shall not exceed the price (exclusive of VAT) of the goods involved. We are not responsible for any indirect damage, of any nature whatsoever.
All claims against us expire one year after the date of the receipt of the goods, in the absence of a date after the term laid down for acceptance.
The agreed delivery time is subject to undisturbed work situations and material supply, undisturbed transport and the compliance with the delivery times by our suppliers. Furthermore, the agreed terms of delivery are always an approximation and may therefore not be considered as fixed terms, unless expressly agreed to the contrary.
In the event of the failure to deliver in time, the other party shall send us a notice of default granting a reasonable term during which we may remedy the situation and still deliver in time. We are at all times entitled to proceed to partial deliveries and to issue an invoice per delivery.
If the delivery of products is delayed for a period of more than 2 weeks after the agreed date of delivery due to force majeure, the agreement between parties is considered as terminated, without judicial intervention. In that case we are not obliged to compensate any damage suffered by the other party or by third parties.
Force majeure includes any circumstance which occurs after the agreement was signed and makes the execution of the agreement unreasonably difficult, such as but not limited to: labour conflicts, fire, flood, uprising, scarcity of raw materials, energy scarcity, machine breakdown, exceptional weather circumstances, import and export restrictions, law amendments, government measures, …etc., also if our suppliers or subcontractors are faced with these circumstances.
If the other party fails to accept the products within the agreed term or within a reasonable term, the other party is in default by the mere expiry of the term,without any further notice of default.
Any additional costs (including storage, freight, ..) as a result of the late or non-acceptance of the goods are payable by the other party.
If applicable, in addition to the recovery of these costs, we are also entitled to terminate the agreement at the expense of the other party. In that case, the other party shall pay lump-sum damages amounting to 25% of the cost price. It shall not affect our right to demand the forced execution of the agreement, with compensation of the damage actually suffered.
Our invoices shall be paid in Antwerp within 8 days after the invoice date, together with the taxes levied on the delivery and/or products and any costs.
In case of late payment, default interests are due by operation of law and without further notice of default, amounting to 1% per month of the invoice amount, and lump-sum damages amounting to 10% of the invoice amount, with a minimum of EUR 500, without prejudice to the right to claim the damage actually suffered, including the recovery of collection costs, judicial officer expenses and lawyer’s fees.
If the invoice is disputed, the other party shall send us aregistered letter within 8 days after the invoice date. Any objection without motivation or after the 8-day period shall be considered as null and void and the invoice shall be considered as accepted.
The other party shall not be entitled to compensation.
All payments shall be used first to settle the interest and costs due and then to settle the principal amount.
Unless agreed to the contrary in writing, all costs and risks of the transport, including the storage, loading, unloading and transport of the goods are payable by the other party.
The goods we delivered or sold, regardless of the transfer of the risk, remain our property until the date of full payment of the sales price, including costs and interests.
In the event of termination, rescission or cancellation of the sales agreement, we are entitled to keep the advances, without prejudice to our right to claim additional compensation.
We may rescind an agreement without judicial intervention or without any notice of default if the other party is declared bankrupt or insolvent or due to attachment, receivership or in any other way loses the power of disposal of its assets or parts of its assets, or if the other party fails to comply with its obligations justifying a rescission.
The other party is obliged to indemnify us against any claim brought by third parties with respect to the goods delivered to and processed by the other party.
The other party has to comply with the relevant regulations and prescriptions and indemnify us against any claim brought by third parties or government agencies arising from the other party’s failure to comply.
C. Purchase conditions
Unless arising from any provision of the agreement, the ownership and risksaretransferred to us upon delivery of the goods.
We are entitled to terminate the agreement unilaterally and without judicial intervention in whole or in part by means of an extrajudicial statement and therefore without notice of default to the other party, if the other party fails to comply entirely, in time or correctly with any obligation imposed by an agreement entered into with us, if the other party is declared bankrupt or insolvent, or ends its activities or transfers its activities to a third party, all this without prejudice of our right to claim full compensation of the loss suffered, and without entitling the other party to any compensation.
The other party shall not invoke force majeure in case of a breach of contractby their suppliers or subcontractors, work strikes, or machine or production break downs. In those cases, the other party is entitled to let third parties carry out the agreement on its behalf and at its expense, subject to our prior and written consent. If the force majeure situation lasts more than 2 weeks and the execution of the agreement is not taken over by a third party, we are entitled to terminate the agreement unilaterally by means of an extrajudicial statement, without compensation for the other party, and without judicial intervention, provided the agreement refers to undelivered products, all this without prejudice to our right to claim the loss actually suffered.
The other party is obliged to indemnify us against any claim brought by third parties with respect to the goods delivered to us by the other party.
The other party has to comply with all relevant regulations and prescriptions and shall indemnify us against any claim brought by third parties or government agenciesas a result of the other party’s failure to comply.