Article 1: Scope of application
These general terms and conditions apply to all our quotations, offers, contracts and any other correspondence from us, unless explicitly agreed otherwise in writing. In the event that a provision of the present general terms and conditions is found to be contrary to the terms and conditions of the other contracting party, the present general terms and conditions shall be binding with regard to all aspects of the agreement.
Article 2: Conclusion of the agreement
Our quotations remain valid for a period of 30 days and are provided for information purposes only. Given the standard practice in this sector, orders placed verbally shall become effective through their execution. Our quotations and confirmations solely apply to the goods explicitly described therein. Any cancellation by the Buyer of an agreement concluded between us and the Buyer shall incur a standard compensation fee of 30% of the total sale price. We reserve the right to claim a higher compensation fee if we believe there is reason to do so. All agreements are concluded at our registered office.
Article 3: Delivery
Our terms of delivery are quoted for information purposes only and shall not be binding, unless explicitly agreed otherwise in writing. No compensation for damages shall become payable in the event of delays in deliveries, nor shall any such delay lead to the termination of the agreement. Under no circumstances shall we be held liable for delays in deliveries due to force majeure circumstances or due to the Buyer’s fault.
Article 4: Liability
With regard to damage caused by the non-performance, late performance, incomplete performance or improper performance of our obligations, our company shall only be liable in the event of gross negligence or serious default. In the event that it is determined that we are responsible for any damage caused, our liability shall be explicitly limited to the replacement of the goods concerned with the exclusion of any other type of compensation.
Article 5: Retention of title – Transfer or risks
The delivery of goods and the transfer of ownership of the goods delivered to the Buyer shall occur only upon full payment of the purchase price. Unless payment has been made in full, the Buyer shall not be entitled to use or sell the goods or use the goods as security or warrant towards third parties. The risk of accidental loss of or accidental damage to the goods sold passes to the Buyer upon concluding the agreement.
Article 6: Prices and payment
All prices quoted are exclusive of VAT. Unless otherwise stated, our invoices are payable in cash at our registered office. In the event of non-payment by the due date on the invoice, interest for late payment shall be payable as of right and without notice of default at 1% per month. Furthermore, in the event of non-payment by the due date on the invoice, a standard compensation fee of 10% of the invoice amount shall become payable, with a minimum of 125 euros. Drawing and/or accepting a bill of exchange shall not imply a novation of debt. Discount and banking costs shall be at the expense of the Buyer/Client. Payments shall first be made against debts that do not carry interest, then against interest and then against the main sum or capital. Payments that are not specifically assigned shall first be used to pay off the interest of all debts combined, beginning with the highest interest amount. In the event of failure to pay an invoice on the due date, all outstanding amounts shall become payable immediately. Compensation is not permitted, unless prior written consent is obtained from us. Transfer of our claims or subrogation to third parties is permitted at all times.
Article 7: Complaints
In the event that the goods delivered are not in conformity with the order you placed or in the event of any apparent defects, you must notify us at once by recording these events in writing on the delivery note or transport document at the time of delivery. Apparent defects and deliveries that are not in conformity with the order placed shall be covered by acceptance of the goods. Receipt of the goods without reservation therefore implies explicit acceptance of the goods, irrespective of whether or not the Buyer has had the opportunity to check the goods or whether or not the Buyer has already used the goods. Any party designated by the Buyer shall be deemed competent to sign a delivery note, invoice and/or any other document. The same provision applies in the event of goods receipt without reservation by the transporter. Seller shall not be liable to indemnify the Buyer against actions by third parties. Under penalty of nullity, hidden defects must be notified to Seller in writing and by registered mail within 8 days from their discovery. Under no circumstances shall complaints suspend the payment obligation of Buyer.
Article 8: Force majeure
We reserve the right to cancel or suspend our delivery and export obligations temporarily or indefinitely, in part or in full, in the event of force majeure and for any other reason, including but not limited to interruptions and disturbances in our day-to-day activities and during the delivery of goods, any unforeseen events at our company or at one of the companies with whom we have a business relationship, any impediments or delays in transportation, the non-delivery of goods by our suppliers, strikes, exclusions, import/export bans or restrictions, fires, incidents, mobilisation, war, hostilities or legal stipulations.
Article 9: Express dissolution clause
Without prejudice to the right for performance in kind, and without prejudice to our right to suspend performance of our obligations without prior notice, we reserve the right to terminate the present agreement as of right and without prior notice on behalf of the Buyer due to non-performance, such as non-payment by the Buyer of an invoice by the due date, in the event of bankruptcy or unsatisfactory creditworthiness on the part of the Buyer, in the event of liquidation or dissolution of the company of the Buyer, etc.
Article 10: Governing law and jurisdiction
All our agreements are governed by Belgian law, with the exception of the Vienna Convention of 11 April 1980 on the international sale of goods. Any disputes arising out of or in relation to the present agreement shall fall under the exclusive jurisdiction of the courts of the jurisdiction in which our registered office is situated or of a competent court elected by us.
