These general terms and conditions of sale (the "Terms and Conditions of Sale") apply to every agreement reached between the company identified on the invoice or order confirmation as a vendor or as a supplier of services (the "Vendor") 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 Vendor and to any order for goods or services placed with the Vendor.
The Vendor's terms and conditions prevail over and exclude the application of the Buyer's terms and conditions.
Offers or promises of sale made by the Vendor's representatives are not binding on the Vendor until the Vendor has confirmed them in writing by post or e-mail. If the Buyer places an order with the Vendor, the Buyer is bound by these Terms and Conditions of Sale. The Vendor's written confirmation of such an order makes the agreement enforceable against the Vendor.
The Vendor's invoices are payable at its registered office. This also applies if the Vendor draws a bill of exchange on the Buyer.
The Vendor reserves the right to charge a lump sum to the Buyer to reimburse additional costs and expenses of transporting the goods on certain roads in Belgian territory subject to a mileage charge, irrespective of the distance of the transport actually carried out. The Vendor reserves the right to transport the goods via its chosen route.
The order will be executed only after payment of an advance of 30% of the total invoice price. The balance is payable in cash on delivery, unless otherwise stipulated.
Any invoice not paid in full shall automatically and without prior notice of default result in fixed compensation of 15%, with a minimum of EUR 250 per invoice. In addition, any unpaid invoice will automatically and without prior notice of default accrue interest at the rate of 1% per month, where each month started is considered a full month of interest.
If the Buyer fails to comply with the terms of payment agreed between the parties or fails to make a single payment within the term thus agreed, even with one day's grace, then the entirety of the non-due invoices shall become immediately due and payable, by operation of law and without notice of default, whatever the previously agreed terms of payment were.
The goods travel at the risk of the addressee, even if sent carriage paid.
On delivery, it is the duty of the Buyer to immediately (i) inspect the goods for visible defects, (ii) check the quantity delivered. Any non-conformity must be reported at the time of delivery. Any dispute originating from the Buyer regarding quality or quantity shall only be taken into account if made in writing and within 48 hours of delivery, otherwise it will be considered invalid. If the Buyer processes the goods, it loses any right to dispute.
The Vendor accepts no liability for hidden defects 6 months after the date of delivery.
Unless expressly stipulated otherwise, stated delivery times are purely indicative and do not bind the Vendor. A delay in delivery may under no circumstances give rise to cancellation of the order or compensation on the part of the Buyer.
The Buyer shall insure the goods entrusted to the Vendor for handling, treatment and/or processing against, inter alia, fire, lightning, explosion, aircraft crashes, storm damage, water damage, flooding and burglary and related costs (collection, clearance, etc.), including waiver of recourse by the insurers against the Vendor and against all other third parties. Unless otherwise stipulated, such goods remain with the Vendor at the Buyer's risk at all times. The Vendor has a right of retention as well as a lien over such goods, in accordance with the Belgian Law on Commercial Property of 5 May 1872, for all present and future claims of the Vendor against the Buyer.
Any case of force majeure, provided it is invoked by the Vendor, releases the Vendor from its obligations. Under no circumstances can the Buyer terminate the agreement unless the force majeure has been duly established. In this case, the Buyer can in no way charge the Vendor for any price increases resulting from orders placed with third parties.
In the event of unforeseen circumstances and/or a fundamental change that results in one or more of the obligations arising from the agreement becoming unreasonably onerous for the Vendor, the Vendor and the Buyer undertake to consult with each other with a view to amending the agreement to reflect the changed circumstances. In the absence of agreement between the parties within 15 days of the Vendor's request for amendment, the Vendor has the option of terminating the agreement without compensation. Termination must be notified by registered letter.
In case of insolvency of either party, or any other situation of concurrence, the mutual debts and claims of the parties shall be set off against each other up to the net result of this set-off and/or offset, which shall be owed by one party or the other. The netting or compensation will be based on both the invoicing and the correspondence and details exchanged by letter, fax, or e-mail between the parties' respective administrations, whereby they undertake to keep meticulous records of the compensations in their accounts, and to enter and update their transfer orders in an up-to-date system. The Vendor and the Buyer agree that pursuant to the netting or compensation, regardless of whether the net balance has been paid or not, the compensated obligations are extinguished and become null and void for all other purposes. The party entitled to the net balance thus only has a claim for this net balance.
The goods remain the property of the Vendor until paid for in full by the Buyer. The risk on the goods is transferred to the Buyer when the agreements are concluded. Any advances made will be retained in order to cover any losses on resales. The Vendor's retention of title endures the concurrence as stipulated in the previous article.
Even after partial performance of an agreement, the Vendor shall be entitled, if the Buyer's credit weakens, to demand from the Buyer any guarantees deemed necessary by the Vendor for the proper performance of the obligations made. Refusal to agree to this by the Buyer entitles the Vendor to rescind the agreement in whole or in part without any right to compensation for the Buyer. The same applies in the event of non-payment or partial payment by the Buyer within the stipulated period.
The goods that have been the subject of an order confirmation must be taken delivery of within the stipulated period. In the event of non-acceptance, the Vendor reserves the right to terminate the sale in whole or in part or to oblige the Buyer to take delivery without the Vendor losing the right to compensation in each of these cases.
The Vendor's liability is in any case limited to the proven direct damage of the Buyer, and does not exceed the amount of the invoice excl. VAT. The Vendor can in no way be held liable for indirect damage (including the costs of installation and removal of the delivered goods or services), loss of profit or consequential damage.
The Vendor shall never be liable for damage resulting from damage during transport of the goods, incorrect or negligent handling by representatives of the Buyer or third parties, or damage caused by delays by third parties.
Claims against the Vendor, other than those provided under articles 11 and 12, shall lapse in all cases after the expiry of one year from delivery.
Failure by the Vendor to exercise any right as provided in these terms and conditions or the law or as otherwise agreed between the parties shall not be construed as a waiver of such right, unless such waiver is expressly made by the Vendor in writing.
The Ghent division of the commercial court of Ghent has exclusive jurisdiction to hear any disputes. Belgian law shall apply exclusively. The application of the Convention of Vienna of 11 April 1980 on Contracts for the International Sale of Goods, approved by the Belgian Law of 4 September 1996, is expressly excluded.