- Binding nature of the general terms of sale
All our sales are governed by the following general terms and conditions.
Ordering any product or material implies acceptance of these general terms and conditions.
The purchasing conditions of our buyers shall only be taken into account if expressly agreed upon with us in writing before the order is submitted.
- Place of performance
All our agreements are concluded or are deemed to have been concluded in Merksplas, Belgium.
All quotes are non-binding unless expressly stated otherwise. Our quotes are valid for a period of 30 calendar days, unless otherwise agreed. The buyer accepts the quote by paying a deposit equivalent to 25% of the value of the quote within 30 calendar days, unless agreed otherwise.
Once the deposit payment has been accepted, we will send a sales confirmation to the buyer.
Once the sales confirmation is sent, the agreement takes effect. Our specifications and/or price quotations are based on currently applicable wages and material prices. Should these change by more than 5%, we reserve the right to adjust the proposed prices accordingly.
- Fulfilment of orders
Partial fulfilment of an order in no way releases the buyer from their payment obligations and may not give rise to compensation.
- Delivery date
Delivery dates are provided for information purposes only and are not binding upon the seller.
Delays in delivery shall not give rise to any right to compensation or to termination of the agreement.
The goods shall be sent at the risk of the buyer. Transportation costs shall, unless expressly stated otherwise, be borne by the buyer.
- Conservation and storage
The conservation of materials or goods whilst awaiting delivery or pick-up shall be at the risk of the buyer. The goods ordered by the buyer shall be stored free of charge at our distribution centre for a maximum period of 1 month, counting from the requested and agreed delivery date stated on the signed order confirmation.
After this 1-month period has expired, a monthly fee shall be charged, equivalent to 1% of the total amount of the invoice. If the buyer does not pick up the goods on the date provided by them, after a period of 15 days has elapsed we reserve the right by law and without prior notice to regard the agreement as terminated. In such cases, we shall retain the deposit paid indefinitely.
- Acceptance and approval
At the time of delivery or pick-up, the buyer shall subject the goods supplied to a thorough inspection, and shall in any case check whether the supplied goods are in line with the order submitted, are present in the correct quantities and do not exhibit any visible defects.
The buyer shall inform the seller of any defects immediately, and shall not take receipt of the goods if such defects have been identified. By taking receipt of the goods, the buyer expressly gives their acceptance of the delivery, and shall no longer be eligible to make any claims in respect of visible defects.
If the buyer identifies hidden defects within a period of six months following the agreed delivery date, they shall inform the seller of this within five working days of their identification.
- Installation of the supplied goods
The buyer themselves shall be tasked with installing the supplied goods, and is exclusively responsible for this installation process. We can in no way be held liable for any defects resulting directly or indirectly from incorrect installation, or for damage caused as a result of the buyer not meeting their obligations. Nor can we be held liable for the contents of information sent or recorded by the buyer or a third party using our products or materials. Any possible liability claims by end users or end customers shall be at the expense of the buyer. Should the buyer identify defects, they shall immediately inform us of these by registered letter. We can only be held liable in the event of fraud or gross negligence on our part or on the part of one of our employees. In such cases, our liability shall be limited to compensation for the foreseeable, direct, personal and certain damage suffered by the buyer, with the exception of compensation for indirect or immaterial damage such as additional costs, loss of earnings or profit, loss of customers, loss of or damage to data, loss of contracts, damage to third parties etc.
The liability vis-à-vis the buyer per event for which the seller can be held liable shall be limited to the total amount paid to us by the buyer in accordance with the agreement during the six (6) months prior to the event having given rise to the damages. Moreover, our liability vis-à-vis the buyer shall in no event exceed a total amount of ten thousand (10,000) euros per calendar year, even in the event of physical injury or death.
- Retention of title
It is expressly agreed that the responsibility for and risk associated with the sold goods and accessories shall be transferred to the buyer upon conclusion of the agreement; however, the goods shall exclusively remain our property until such time as the buyer has met their payment obligations in full.
The buyer is prohibited from selling or processing the goods, pledging them to a third party or utilising the goods in any way until the sale price has been paid in full. If the goods are sold nonetheless, the claim will be to the resulting sale price instead of the sold goods.
In application of the above provisions, we are entitled to immediately retrieve the goods and their accessories from wherever they are located, whereby the costs of removal, transportation etc. shall be borne by the buyer. The buyer shall be liable for any damage to the sold goods.
The buyer is subject to an obligation to inform us of where the sold goods are located, and to cooperate fully in their removal. Should this removal be impeded for any reason by the buyer, their employees or their creditors, the buyer is bound by law to pay compensation of EUR 500.00 per day until the day that the goods are once again in our possession.
In such cases, we shall retain the deposit paid by the buyer indefinitely.
- Payment terms
Our invoices are payable on receipt at Merksplas, unless expressly agreed otherwise. The invoice must be paid by the time of delivery or pick-up at the latest, via prior bank transfer or cheque, unless expressly agreed otherwise. All bank charges and fees, incurred in settling our invoices are to be paid by the buyer.
Should the buyer not have paid for the goods at the time of delivery, the goods shall be taken back by the seller. In such cases, all transportation and other costs arising as a result shall be borne by the buyer.
Any challenges to invoices shall be submitted in writing and sent by registered post within 7 days of the date of the invoice, and should always include a reference to the invoice number.
Compensation via counterclaims or damages claims, regardless of whether they are perceived as such, is not permitted. Failure to pay the invoice within the deadline given shall, by law and without notice, result in the charging of interest on overdue payments equivalent to 8.5% of the amount of the invoice.
Moreover, a fixed indemnity shall be due by law and without notice, amounting to 10% of the amount of the invoice and totalling no less than EUR 100.00, by way of compensation.
Expenses related to unpaid bills or bouncing cheques, as well as any other collecting charges (including legal fees) are not included in this fixed indemnity payment, and shall be charged to the buyer separately.
Payments to agents or intermediaries are not regarded as binding upon the company. In the event of default of payment, we reserve the right to refuse delivery. Moreover, we reserve the right, by law and without notice, to terminate the agreement in full, or to terminate the part of the agreement not yet fulfilled. In such cases, we shall retain the deposit paid by the buyer indefinitely.
If a confirmed order is cancelled, we reserve ourselves the right to retain the deposit paid by the buyer indefinitely or to charge a cancellation fee of 25% of the value of the initial invoice. Any delivered goods need to be returned to the seller. Returned goods need to be in unused, undamaged condition, if not, they will be charged. All resulting transportation costs to return the goods to the seller are to be paid by the buyer.
- Termination of the agreement
The seller reserves the right to regard the agreement as terminated by law and without notice in the event of bankruptcy, judicial winding-up, apparent insolvency or any other changes to the legal status of the buyer.
In such cases, we shall retain the deposit paid by the buyer indefinitely.
- Force majeure
Should, as a result of force majeure, strike action, lock-outs, delays from suppliers etc., the seller not be in a position to fulfil the agreement, they reserve the right to terminate the agreement without this giving rise to a right to compensation.
- Applicable law and place of jurisdiction
Our agreements are exclusively governed by Belgian law and Incoterms 2010.
In case of dispute and/or complaints, only the courts of the urban district of Antwerp are competent, both for deliveries in Belgium and abroad.
Date of issue: 02/07/2018