Terms and Conditions - B2B

General Terms and Conditions - B2B

JSP GROUP INTL BV, with registered office at B-2250 Olen, Geelseweg 80, registered in the Register of Legal Persons (RPR) of Antwerp, Turnhout Division, company number 0432.051.757 - VAT BE0432.051.757

1. Applicability and deviations
The conditions stated on invoices, order forms, quotations, websites and other documents are an integral part of these documents and apply to all commitments, agreements and contracts entered into, including those relating to repairs.

Deviating terms, clauses and provisions shall only apply if expressly agreed in writing in advance.

To bind our company, every order must be confirmed in our offices or placed via the B2B site. The following terms and conditions take precedence over those of the buyers, both general and special.

2. Offers, prices and deadlines
The commitments made by the agents and/or representatives of our company are valid only after written confirmation.

The applicable prices are those in force on the day of order registration. These prices may be changed without prior notice, subject to other agreements.

In case of storage, backorders are invoiced at the prices at the time of the order. Backorders can only be cancelled after a period of 6 months.

The delivery time is given as an indication only. We take the necessary measures to meet delivery times and do not accept delay penalties. Delays in delivery cannot under any circumstances give rise to cancellation of the order.

Even in the case of special and formal provisions regarding delivery deadlines, we decline any responsibility:

1. in cases of force majeure
2. if the performance of the contract is delayed due to a fact for which we are not responsible.
3. if the buyer has not strictly observed the terms of payment.

Delivery takes place ex seller's warehouse and is considered as acceptance. Return of the delivered goods can only take place with the express consent of the seller. All goods intended to be returned or replaced must be accompanied by a note stating the invoice number and reason for return.

Damaged or soiled goods will not be taken back.

If goods are taken back, they will be credited on the day of invoicing at 10% of the net purchase price.

Partial deliveries are permitted.

3. Shipment and transport
The goods are delivered according to the internationally recognised Incoterms Ex Works - Ex Factory , which means that all risks arising from the transport and the costs thereof shall be borne by the consignee buyer. It does not matter whether the transport is carried out by our company or by designated carriers. If the goods are lost during transport or shipment, even as a result of an accident or force majeure, the recipient of the invoice remains liable for payment of the goods purchased.  

 

4. Warranty and complaints
No guarantee is granted by the seller other than the conformity of the goods with the quality and specifications mentioned in the order form and/or sales agreement and its confirmation. 

The buyer who is not in order with his payments does not benefit from any guarantee. The buyer alone bears the risks arising from the use of the goods sold and assumes all responsibility for them.

The seller disclaims any warranty, express or implied, written or unwritten, against infringement of any patent or patent relating to the goods supplied and their use.

Our warranty is limited to the replacement of defective parts, if recognised by our technical department and provided they have not been modified or dismantled by the customer.

To be valid, any complaint must be submitted in writing to our company no later than 5 days after receipt of the goods.

After this period, the buyer is deemed to have accepted the delivery. Complaints for hidden defects can only be considered if they are communicated to us by registered letter within 30 days of receipt and/or commissioning of the goods.

After this period, the buyer can no longer claim the hidden defects, except with our express written consent.

The warranty period starts on the day of delivery and/or commissioning of the goods.

If we acknowledge that the complaint is well-founded, we are only obliged to replace or repair the delivered goods or the defective parts free of charge, without being liable for any compensation.

Limitation of liability: the seller's liability shall in any case be limited to the sales price including the transport costs of these goods that do not meet the agreed qualities and specifications.

All complaints about missing goods in shipments must reach us in writing within 5 working days from the invoice date.

5. Payments
The first 5 deliveries are shipped without discount, either against prepayment, or obtained against cash payment upon collection or delivery.

Subsequent deliveries take place under the following conditions:
- either cash payment (within 5 working days after invoice date minus 2% discount on the invoice value)
- or 30 days after invoice date without any deduction

Orders of less than 400 euros must be paid cash on delivery without deduction.

Any amount remaining unpaid on the due date will be subject to the legislation of 1 September 2023 regarding unpaid B2B invoices, in accordance with article 6 of these General Terms and Conditions of Sale.

The goods delivered by us may be reclaimed by us at any time in settlement of outstanding invoices.

The receipt and/or signing of the invoice shall, in accordance with the Civil Code Article 5.231 of 13 April 2019, by operation of law imply a notice of default without any deed being required and only by the expiry of the deadline.

Unless otherwise provided, our agents or representatives may not collect the amount of the invoice.

The foreign exchange risk shall be borne by the buyer.

6. Non-payment and compensation
In case of unpaid invoices or late payments, the legislation regarding unpaid B2B invoices of 1 September 2023 shall apply.

In the event of non-payment by the agreed due date, we reserve the right to increase the invoice amount by a default interest of 10% and a lump-sum compensation of 40 euros for collection costs this with a minimum of 100 euros. 

This clause does not prevent the debtor from requesting instalments and only applies insofar as the amount of the invoice is not open to serious dispute.

Non-payment on the due date of a single invoice makes the balance due on all other invoices, even those not yet due, immediately payable by operation of law.

If the buyer fails to honour his commitments, the sale may be cancelled ipso jure and without notice of default, without prejudice to our rights to all damages and interest. The expression of our will by registered letter is sufficient for this purpose.

If our confidence in the buyer's creditworthiness is impaired by judicial execution against the buyer and/or demonstrable other events which call into question and/or render impossible our confidence in the proper fulfilment of the obligations entered into by the buyer, we reserve the right, even if the goods have already been dispatched in whole or in part, to suspend the order in whole or in part and to demand appropriate guarantees from the buyer.

If the buyer refuses to comply, we reserve the right to cancel all or part of the order. All this is without prejudice to our rights to all damages and interest.

7. Transfer of ownership and retention of title
The goods remain our property until full payment of the price. All risks are borne by the buyer. Advance payments made remain our property to offset any losses on resale.

If the buyer resells the goods from us, even processed, he shall from now on assign to us all claims arising from such resale.

In case of non-payment of any amount due, bankruptcy of the buyer or if the buyer goes bankrupt, the seller shall be entitled to rescind the contract or the undelivered part thereof without judicial intervention.

8. Applicable law - Competent court
These General Terms and Conditions of Sale B2B are subject to Belgian law.

In the event of a dispute, the courts of Antwerp, Turnhout division, have sole jurisdiction.

Our company reserves the right to bring proceedings before other competent courts in the buyer's country.

The aforementioned General Terms and Conditions of Sale cannot be revoked or annulled by conditions drawn up later, the latter can only be of a supplementary nature.

General Terms and Conditions of Sale B2B Version B2B062024