General Terms and Conditions of Sale

General Terms and Conditions of Sale

A. GENERAL PROVISIONS

• Art. 1 Purpose and scope
  1. Unless expressly provided otherwise in a separate written agreement between the parties, these general terms and conditions are deemed accepted by our contracting parties and apply to all our contracts, offers, and services.
  2. These terms and conditions shall prevail over any general terms and conditions of our contracting parties.
  3. Any deviation from our general and specific terms tolerated during the execution of the contract shall not imply any waiver on our part to rely on these general terms and conditions.
• Art. 2 Acceptance
  • These general terms and conditions are deemed written and accepted in all their provisions by the acceptance of our supplies or offers.

B. FORMATION OF THE CONTRACT

• Art. 3 Quotations
  1. Our quotations are valid for 20 days from the date of issue.
  2. Our offers are prepared based on the information provided to us by our contracting parties at the time of the price request.
  3. They shall not be binding if, at the time of delivery of the goods, it appears that the information provided was false or incomplete.

C. EXECUTION OF OFFERS

• Art. 4 Deadlines
  1. The deadlines indicated in our quotations are indicative only and are not binding.
  2. They start from the date on which our contracting party signs the purchase order.
  3. They will in any case be extended in the event of delay attributable to the contracting party, particularly in the communication of documents and information necessary for the proper execution of the work, even if such delay is not directly caused by the client.
  4. Failure to meet the indicated deadlines may not be invoked against our company to claim damages or termination of the contract.
• Art. 5 Force majeure
  1. Force majeure or acts of authority entitle either party to terminate the contractual commitment or suspend its execution without notice or compensation.
  2. The following events are considered cases of force majeure, without limitation: war, mobilization, total or partial strikes, riots, accidents, fires,explosions, and the direct or indirect consequences of these events.
• Art. 6 Transfer of risk
  1. All goods are transported at the risk and peril of the recipient, even when delivery is carried out by our company.
• Art. 7 Retention of ownership
  1. The goods remain the exclusive property of our company until full payment of the price.
  2. In the event of non-payment at the due date, our company reserves the right to consider the sale automatically terminated without formal notice.
  3. The buyer undertakes not to sell, transfer, or otherwise dispose of these goods until the price has been fully paid.
  4. If these goods are sold before full payment by the buyer, the buyer automatically and unconditionally assigns to our company their claim against their debtor.

D. LIABILITY

• Art. 8 Liability
  
  1. The purchaser undertakes to use the goods sold with due care and diligence. In particular, the purchaser must respect the applications and instructions for use of the products sold and take into account the specific characteristics of the product for the use they intend to make of it.
  2. Under no circumstances shall our company be responsible for the use made by the buyer of the goods sold, the buyer being required to inform themselves about the characteristics of these goods prior to purchase.
  3. A technical sheet describing the main characteristics of the product may be provided upon request.
  4. Our liability shall also in no case be engaged in the event of apparent defects in the delivered goods that the buyer could have noticed through simple inspection. We are liable for hidden defects only if we were aware of them at the time of delivery. No presumption of knowledge of hidden defects shall apply; the buyer must prove such knowledge.
     Our liability is in any case limited to a period of four months after delivery.
     Any hidden defect appearing after delivery is presumed, unless proven otherwise, to result from faulty, inappropriate, or unsuitable handling of the goods by the buyer.
  5. Our liability shall in any event never exceed the invoiced value of the goods (excluding VAT and costs).
  6. The buyer shall indemnify our company against any compensation claims from third parties.

F. INVOICING – PAYMENT AND COMPLAINTS

• Art. 9 Complaints
  1. Any complaint regarding purchased goods must be made at the time of delivery and, to be valid, must be confirmed by registered letter within 24 hours. Failing this, the goods will be considered definitively accepted.
  2. Any complaint concerning an invoice must be sent by registered letter within 8 days of receipt of the invoice. In the absence of a complaint within this period, the invoice shall be deemed fully accepted by our contracting party.
• Art. 10 Due date
  1. Invoices are payable immediately (cash payment).
• Art. 11 Payments
  1. Payments must be made either at our business premises or to the bank account mentioned on the invoice.
  2. Our contracting parties waive the right to oppose payment of sums due to us by invoking non-performance due to grievances they may formulate against us.
  3. Failure to pay an invoice on its due date entitles our company to suspend the execution of current orders and to consider the contract automatically terminated, upon notification by registered letter. In the event of termination, a compensatory indemnity of 15% of the value of the goods remaining to be delivered shall automatically be due as damages in accordance with Article 1184 of the Civil Code.
• Art. 12 Interest and penalties
  1. Any invoice not paid on its due date shall automatically bear interest of 12% per year, without prior notice.
  2. Without prejudice to any other damages that may be claimed, the total amount of the invoice will also be increased by a penalty of 15% of the invoice amount excluding VAT, with a minimum of €50, as a fixed compensation for late payment.
  3. If payment facilities are granted, failure to pay a single installment will render the entire remaining balance immediately due.

F. WARRANTY – APPARENT DEFECTS – HIDDEN DEFECTS

• Art. 13 Warranty
  1. No warranty is provided by our company for the goods sold, which are sold in their existing condition (“as is”).
• Art. 14 Notification of defects
  1. All apparent defects must be reported within 24 hours from the moment the buyer takes possession of the goods by registered letter.
  2. Any hidden defect must be notified to our company within 24 hours from the moment the buyer discovered it or should reasonably have discovered it.

G. JURISDICTION – APPLICABLE LAW – NULLITY

• Art. 15 Jurisdiction and applicable law
  
  1. Any dispute shall fall under the jurisdiction of the Courts and Tribunals of the district of Liège.
  2. Bills of exchange do not constitute a novation or derogation from this jurisdiction clause.
  3. Belgian law shall exclusively apply to our legal relations.
• Art. 16 Nullity
  1. The partial or total nullity of any clause of these general terms and conditions shall not affect the validity of the remaining clauses.