General Sales Terms

Art. I – Order confirmation

1.1 Only an order confirmation signed by the seller is binding on the seller. The order is executed in accordance with the General Terms & Conditions of Sale indicated on the order form and/or invoices, to the exclusion of the customer’s own conditions, even if these were communicated before, during or after the order. The sales agreement only takes effect after written confirmation from the seller. Starting to fill the order is deemed to be confirmation unless this is preformed with reservations.

1.2 Any order cancellation must be submitted in writing. It is only valid following the acceptance by the seller confirmed in writing. If cancelled, the customer is liable for a lump sum compensation charge of 20% of the total price of the order subject to any additional costs incurred for specific productions. This lump sum covers fixed and variable costs and a possible lost revenue.

Art. II – Description of goods to be delivered

2.1 The goods are delivered as specified on the purchase order or the front page of the bill.

Art. III – Price offers

3.1 Offers are always established on an indicative basis and are executed without commitment. The prices charged to the customer correspond to the prices listed in the catalogue, these being applicable at the time of placing the order.

3.2 The prices in the catalogue are exclusive of duties, taxes and delivery, transport and insurance charges. Prices are those listed in the catalogue unless the seller is obliged to adapt them to changing overhead and/or variable costs due to a change in the cost structure. This price change will be communicated to the customer when placing the order and before delivery.

Art. IV – Delivery times

4.1 Delivery times are given for information purposes only and are not therefore binding unless specifically agreed between the parties. Any delay in execution may in no case result in fines, compensation or a breach of the agreement.

Art. V – Control – Guarantee

5.1 The Buyer agrees to immediately inspect the goods on delivery.

5.2 Any damage due to transport and/or failure during transport should be reported immediately on the waybill upon signing for receipt; any invisible damage due to transportation must be reported in writing within 3 days of receipt. Complaints related to damage or loss due to transportation will not be entertained beyond this time (CMR conditions).

5.3 Other invisible damage/hidden defects at delivery may only give rise to replacement when these are detected within a reasonable time and reported within 8 days of their being discovered.

5.4 The seller’s guarantee is limited solely to replacing the products that have been acknowledged as defective to the exclusion of any other compensation or damages.

5.5 A 12 month guarantee against manufacturing defects also applies to all our products. This product guarantee is limited to product repair, replacement of defective parts or replacement of the product as a whole at our discretion.

5.6 The client may in no case claim any repair or replacement in the case of incorrect installation, improper use or maintenance or incorrect product adaptation. Similarly, the replacement or repair is subject to strict compliance with deadlines and payment terms. The seller shall in no event be liable for misuse of goods sold nor for the consequences of the product being used for purposes other than those for which the product was made.

Art. VI – Transfer of ownership

6.1 The delivered goods remain the property of the seller until full payment of the total sum including expenses and interest.

6.2 In case of shipment by the seller, the delivery is made at the seller’s risk, in accordance with CMR conditions. If the buyer is responsible for transportation, the delivery is made at the purchaser’s risk who must be insured against any risk of damage.

6.3 If the buyer so wishes, he can be insured against erroneous orders as proposed on the order form and indicated in the catalogue.

Art. VII – Payment

7.1 Unless otherwise stated, invoices are payable in Eghezée.

7.2 The invoice amount must be paid net. Discount and bank charges are the responsibility of the purchaser. A discount for immediate payment may only be paid if it is the subject of a prior agreement.

7.3 If payment has not been made by the deadline set, annual interest of 12% will be automatically applied and this without formal notice being required and this until full payment is received. In case of total or partial non-payment of bills on the due date without good reason, the remaining balance will be increased by 12% after a summons to pay has gone unheeded with a minimum sum of 124 EUR and a maximum of 1,860 being due and this even if a reprieve period has been accorded.

7.4 Failure to pay one single invoice when due results in the outstanding balances of all invoices becoming payable immediately and automatically, even those not yet due for payment.

7.5 The drawing and/or the acceptance of bills of exchange or other negotiable documents does not imply novation and does not constitute a waiver to the terms and conditions of sale. All collection and claim costs with respect to a bill of exchange accepted or refused shall be borne by the purchaser.

7.6 Without changing anything stipulated in art. 5.1, any disputed invoice must be the subject of a claim within 8 days after receipt.

Art. VIII – Safeguards

8.1 If the seller’s trust in the buyer’s creditworthiness is shaken by legal actions taken against the buyer and/or other provable events that bring into question and/or remove the trust in proper performance of the buyer’s obligations, the seller reserves the right to demand appropriate safeguards from the buyer. If the buyer refuses to provide such safeguards, the seller reserves the right to cancel the order in part or in its entirety even if all or part of the goods have already been shipped. Where appropriate, a lump sum will be due as compensation as is mentioned in art. 1.2.

Art. IX – Lien

9.1 It is specifically agreed between the parties that all the property of the customer which is in the seller’s warehouses or workplaces, may be retained by the seller as collateral for payments due for goods already delivered.

9.2 Goods that have been entrusted by the customer for transformation or storage, are considered to be part of the same indivisible agreement even if this agreement was implemented in phases.

Art. X – Debt Settlement

10.1 Only the Courts in the legal district of Namur are competent to rule on any disputes.

10.2 The parties specifically agree that in case of any dispute regarding this agreement only Belgian law shall be applied.

10.3 All costs related to automatic collection including legal fees shall be borne by the buyer.

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