General terms and conditions of sale
Unless expressly agreed otherwise in writing, all sales effected by us are concluded under the following conditions. These conditions have absolute priority over the order and/or purchase conditions of the customer, even if the latter stipulates the opposite.
1. OFFERS
Our offers are drawn up in good faith and are, unless explicitly agreed otherwise, not binding for us and can at any time be changed or withdrawn. All studies, models, plans, photographs, samples, etc. submitted to the customer remain our property, may not be copied or shared with third parties subject to our prior written permission, and after use or upon first request must be immediately returned to us.
2. PRICES
All specified prices are subject to changes of factory prices, exchange rates, import duties or the like, transport, freight and insurance costs, duties, etc. for which we cannot be held liable under any circumstance. The prices of the equipment in stock in Belgium can also be changed after reaching the agreement as a function of changes in labour costs, social charges, etc. If the quote was drawn up in a foreign currency, the exchange will take place, at our discretion: either on the day on which we make the international payment or on the day on which the invoice to the customer is drawn up.
3. TERMS
Our terms of delivery or finish are always merely informative or indicative and never constitute a basis for termination, damages nor the right to purchase from a third party for our account. Cases of force majeure only apply to our advantage, discharge us from all liability and do not result in new rights for the customer. Cases of force majeure are considered, among others, all causes that can suspend or interfere with our normal manufacture and delivery, including strikes, machinery breakdown, lockout, lack of employees and transport material; exceptional temperatures.
4. CANCELLATION ORDER AND TERMINATION
All placed orders are considered binding for the customer. In case the customer does not respect our terms and conditions of sale, for whatever reason, we are entitled to consider the agreement as terminated by operation of law to the customer’s detriment. In that case the customer shall at least owe us fixed damages to the amount of 15% of the total stipulated in the agreement. In case the customer unilaterally terminates the agreement, for whatever reason, he shall at least owe us fixed damages to the amount of 30% of the total stipulated in the agreement, without prejudice to our right to demand compensation for the greater, effectively suffered damage. If the customer refuses to take delivery of the ordered goods, this is considered a unilateral termination of the contract.
5. TRANSPORT
Subject to another agreement in writing the delivery of the goods shall be ex-works and the customer bears the costs and responsibility for the transport. If the goods by exception are delivered abroad the Customs- and import duties and all related (in)direct costs are payable by the customer. The information we provide in this respect is merely indicative.
6. PAYMENT
All our invoices are always payable in cash, in euros, at our registered office. The invoices are considered to have been accepted when they have not been contested within 8 days upon receipt by motivated registered letter. For every overdue payment a conventional interest of 10% is owed annually by operation of law and without prior notice of default. In case of an overdue payment, fixed damages are also owed of 10% of the amount still owed by operation of law and without prior notice of default, with a minimum of EUR 125.00 and all other claims, regardless of the fact whether they have fallen due, relating to the customer shall be immediately due and payable by operation of law and without prior notice of default. Every overdue payment entitles us, without notice of default nor summons, to suspend our performance regardless of whether this arises from preceding or later contracts. Every overdue payment also entitles us to consider the agreement as terminated by operation of law to the customer’s detriment.
7. RESERVATION OF TITLE AND RISK
In deviation from article 1583 of the Civil Code the ownership of the merchandise is only transferred to the customer on full settlement of the entire purchase price, including all interest or accompanying costs. As long as the purchase price has not been settled the customer may not sell, lease, change or transform the merchandise. However, all risks relating to the sold property are transferred to the customer on the signing of the purchase agreement or order form.
8. COMPLAINTS
Every complaint or comment must, on pain of inadmissibility, be notified to us immediately on delivery or if it concerns an invisible defect, on the discovery thereof, and be confirmed to us within eight days in an extensive registered letter.
9. WARRANTY
We are not obliged to respect a more extensive warranty than the warranty provided by the constructor. In case of a well-founded complaint and subject to observance of the terms of payment, our warranty commitment is restricted to the replacement or repair of the defective pieces in our workplace, without any right to damages for any loss, abnormal wear and tear or consequential damages whatsoever. The warranty falls due definitively when the customer has the equipment fixed or repaired by third parties, or when he does not respect his contractual obligations. Visible defects are covered by the taking delivery of the goods if the customer at the time the agreement is reached knew about the defect or in all reasonableness should have known. The safeguarding for hidden defects is only up to six months after delivery. This provision does not apply to second-hand equipment that is sold without any warranty and that is accepted on receipt
10. APPLICABLE LAW AND COMPETENT JURISDICTION
All our agreements are solely governed by Belgian law. All disputes relating to the agreements we reached are only handled by the courts with jurisdiction for our registered office, subject to our right to bring our dispute before another court, which has jurisdiction without application of this stipulation.