1. Applicability and derogations
The conditions stated on invoices, order forms, price quotations, websites and other documents are an integral part of these documents and apply to all commitments, agreements and contracts concluded, including those relating to repairs.
Conditions, clauses and provisions deviating from these are only applicable if they have been expressly stipulated in writing in advance.
To commit our company, every order must be confirmed in our offices or placed via the B2B site. The following conditions take precedence over those of the buyers, whether general or special.
2. Offers, prices and deadlines
The commitments entered into by the agents and/or representatives of our company are valid only after written confirmation.
The prevailing prices are those of the rates in force on the day of order registration. These prices are subject to change without notice, subject to other agreements.
In case of storage, back orders will be invoiced at the prices at the time of the order. Back orders can only be cancelled after a period of 6 months.
The delivery period is provided as an indication only. We take the necessary measures to meet delivery deadlines and do not assume any delay penalty. Delays in delivery may under no circumstances give rise to cancellation of the order.
Even in the event of special and formal provisions concerning delivery deadlines, we decline all responsibility :
1. in the event of force majeure
2. if the execution of the contract is delayed due to a fact for which we are not responsible.
3. if the buyers have not strictly observed the terms of payment.
Delivery is made ex seller's warehouses and is considered as acceptance. Return of the delivered goods can only take place with the express permission of the seller. All goods intended to be returned or replaced must be accompanied by a note showing the invoice number and the reason for the return.
Damaged or soiled goods will not be taken back.
If goods are taken back, they will be credited at 10% of the net purchase price on the day of invoicing.
Partial deliveries are permitted.
3. Shipment and transport
The goods travel at the risk and peril of the consignee. It is irrelevant whether the transport is carried out by our company or by appointed carriers. If the goods are lost during transport or dispatch, even by accident or force majeure, the recipient of the invoice shall remain liable for payment of the goods.
4. Guarantee and complaints
No other guarantee is granted by the seller than the conformity of the goods to 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 declines any warranty, explicit or implicit, written or unwritten, against infringements 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 services and provided they have not been modified or dismantled by the customer.
To be valid, any complaint must be submitted to our company in writing and at the latest within 5 days following receipt of the goods.
After this period, the buyer is deemed to have accepted the delivery. Complaints for hidden defects can only be taken into consideration if they are notified to us by registered letter within 30 days of receipt and/or commissioning of the goods.
After this period, the buyer can no longer invoke the hidden defects, except with our express written consent.
The guarantee period commences 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 free of charge the goods delivered or the defective parts, without being obliged to pay 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 which do not meet the agreed qualities and specifications.
All complaints regarding missing merchandise in shipments must reach us in writing within 5 working days from the invoice date.
The first 5 deliveries are either sent against refund or made against cash payment, without discount.
Subsequent deliveries will be made under the following conditions :
• either cash payment (within 5 working days after date of invoice minus 2% discount on 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 its due date shall automatically and without notice of default attract interest calculated on the basis of the Belgian legal interest rate plus 2%, with a minimum interest rate of 12%.
If no action is taken on the third reminder, which will be sent by registered mail, the entire complaint file will be handed over to the bailiff with all associated costs payable by the customer.
The goods delivered by us may be reclaimed by us at any time for settlement of outstanding invoices.
Unless otherwise stipulated in writing, our invoices are payable at the registered office, net and without discount.
The receipt and/or signature of the invoice shall, in accordance with Article 1139 of the Belgian Civil Code, automatically constitute notice of default without any deed being required and only by expiry of the term.
Unless stipulated to the contrary, our agents or representatives may not collect the amount of the invoice.
The exchange rate risk shall be borne by the buyer.
6. Non-payment and compensation
In the event of non-payment by the due date, we reserve the right to increase the amount of the invoice by 10%, with a minimum of 100 euros. This compensation is due on account of increased administrative and wage costs.
This clause does not prevent the debtor from requesting instalments and is only applicable insofar as the amount of the invoice is not open to serious dispute.
The 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 shall suffice for this purpose.
If our confidence in the buyer's creditworthiness is shaken by acts of 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 all or part of the order and to demand suitable 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. The advances paid shall remain our property to compensate for possible losses on resale.
In case the buyer resells the goods belonging to us, even processed, he shall from now on transfer to us all claims arising from this resale.
The drawing and/or acceptance of bills of exchange or other negotiable documents does not imply novation and does not constitute a derogation from the terms and conditions of sale.
In case of non-payment of any amount due, bankruptcy of the buyer or if the buyer becomes bankrupt, the seller has the right to cancel the contract or the undelivered part thereof without judicial intervention.
The contract shall be subject to Belgian law and commercial practices in Antwerp insofar as these terms and conditions do not deviate therefrom.
In the event of a dispute, the courts of Turnhout or the courts of the buyer's domicile, at our discretion, shall have sole jurisdiction.
Our company reserves the right to institute proceedings before other competent courts.
The general conditions of sale mentioned above cannot be revoked or annulled by conditions drawn up at a later date, the latter can only be of a supplementary nature.