Art. 1: OFFERS / ORDERS
All our offers are without obligation and subject to sale. Every order, offer and/or order confirmation binds the parties irrevocably. If the customer cancels his order for any reason whatsoever, we are entitled to compensation, the minimum of which is set at 25% - increased to 50% in case of custom-made products - of the price. If the requested compensation exceeds this, this will be proved by us. The same shall apply in favour of the customer should we cancel the order, except in cases of force majeure.
Art. 2: DELIVERIES
All deliveries are ex-works B-8790 Waregem. We take all necessary steps in order to respect the terms of delivery and we do not accept any penalty of delay. In no case we can be hold responsible for delay due to force major, like, by way of example and not restrictively enumerated, general of partial strike of lock-out, also with our suppliers, troubles of any kind, accidents, a break-down of a machine, lack of means of transportation or material, fire, epidemics, etc. A delay in the delivery can in no case lead to a cancellation of the order. Deviations in the delivered quantity in more or less, cannot lead to dispute and have to be accepted, even when a given deviation is exceeded. The given deviation only gives an idea and is not absolute. Deviations in the delivery concerning weight in more or less, can equality not lead to dispute and have to be accepted, they shall only be cleared, when the deviation is at least 8% and this pro rata the loss of weight.
Art. 3: SHIPMENT
The goods are dispatched at the own risks of the consignee.
Art. 4: COMPLAINTS
In order to be valid any claim must be made by registered letter at least within 5 days of receipt of the goods. No merchandise may be returned to us, without our previous permission and according to our instructions. This permission implies no admission of liability whatsoever. No goods, subject to a claim, shall be excepted when the buyer or a third party has already been working goods into something else, has already been treating them or has already repaired them. The goods, subject to a claim have to stay untouched on view at the place of destination. The customer has the obligation to keep the goods. When the customer disposes of the goods or a part of it, the whole delivery is considered as accepted. In case of a well-founded claim, we maintain the right to choose ourselves to replace, to repair the goods of to refund the invoice-value.
Art. 5: PAYMENTS
In the absence of any express written provision to the contrary, all invoices are payable cash net in Waregem, without reduction. The risk of the rate of exchange is chargeable to the buyer. The conditions of this contract shall not be modified in any way by the drawing or acceptance of a bill of exchange or by any other arrangements, nor shall any such act constitute renewal of a debt. On any amount unpaid on the due date the buyer shall according to the law and without prior notice, pay interest at a rate of 8% above the Belgian legal interest rate, with a minimum interest rate of 12%. If any invoice remains holy of partially unpaid on its due date, and there is no valid reason for such non-payment, after vain formal notice, the outstanding balance shall be increased by 12%. The amount of this increase shall be minimum 75 euro and maximum 3000 euro, and shall be payable in all cases including those where an extension of credit has been agreed. Should only one invoice remain unpaid on the due date, all invoices shall immediately become due for payment, regardless of their original date of maturity.
Art. 6: ORDERS ON CALL
The contract constitutes and indivisible whole, even when the deliveries are on call, this means that orders on call have to be taken totally by the buyer, lastly on the day on which the latest call has to be made. The buyer can not deviate from this date of call and of delivery. The buyer cannot demand execution of the contract once the previously fixed date of call have expired. A partial call or a call after an expired term of call gives the seller the right, provided a registered letter is sent to the buyer, to break the sale for the balance that is still on call. In that case the buyer, who is in default shall be bound to an indemnification due to profit loss, equal to 30% of the value of the balance that was still on call. This indemnification shall be paid by the buyer within 10 days after receipt of the registered letter.
Art. 7 MANUFACTURING PRICE / LIEN AND RETENTION
It is expressly agreed between the parties that all goods of the customer which are in our warehouses or workshops at any time shall be subject to a lien in our favor to guaranty the payment of our charges for the transmission of the customer’s goods, including any goods which may have already been returned to the customer. New goods which are delivered to us by the customer for transformation shall be deemed to replace goods already transformed and delivered to the customer. All goods delivered to us by the customer for transformation shall be deemed to constitute an indivisible contract even when this contract is executed in successive badges.
The responsibility and risk for the goods is transferred to the customer as soon as the contract is concluded, and to the extent that it applies to generic goods, as soon as they are individualised.
Art 8. RETENTION OF TITLE
Until payment is full to us for the goods, the goods shall remain our property. In such case any advances are acquired by use to cover eventual loses at resale. In case of none-payment at the due date, the buyer is obliged, at our request to return the goods that have not been re-soled. Notwithstanding the foregoing, the risk in the goods and all liability to third parties in respect thereof shall pass to the buyer on delivery. The buyer shall be untitled to transform the goods or to incorporate them in a new product or products. In that case we reserve to ourselves the legal and the equitable title to the final product or products into which the goods are incorporated or mixed. The buyer shall store the final products separately and property off these products shall remain with us until full payment shall have been made to us for the goods. The buyer may sell the goods in the normal course of this business but on condition that the buyer, in a fiduciary capacity as bailee of the goods, and for so long as he has not fully discharged his debt to us, shall hold and pursue claims for the proceeds of their sale equal to the price of the goods for and on behalf of us. The buyer shall fully pursue such claims and if necessary shall recover the sums due by legal process. The buyer shall if so required by us, allow us to conduct in the buyer’s name legal proceedings in respect off the monies due on the sale of the goods. Any sums recovered by us a result of such proceedings (including sums accepted by us in settlement thereof whether or not equal to the sums claimed) shall be applied to the payment of the monies due to us from the buyer and then to the reasonable cost incurred by us in the course of such proceedings. Any balance remaining shall be paid to the buyer. Prior to the sale of the goods, the buyer shall so far as reasonable practicable, store the goods separately from similar goods of the buyer mark the goods as our property and shall not remove, obliterate or in any manner alter any label, mark or other means we may have of identifying the goods.
Art 9. VARIANT CONDITIONS OF THE BUYER
Our general terms of sale and delivery, including the close of retention of title are always applicable even if the conditions of the buyer which occur on his order sheet, are different. By single fact of the order the buyer recognizes to have taken cognizance of the present conditions and commits himself to the acceptance of it.
Art 10. SUSUPENSION AND DESOLUTION OF THE CONTRACT – EXPLICIET DESOLUTION CONDITION
If the buyer fails to carry out his obligations in this or another contract (e.g. payment), we shall have the right automatically and without legal summons, either to suspend our obligations or to consider the contracts dissolved. A registered letter sent to the buyer shall be evidence of our exercise of this right. Such action shall not in any way limit or prejudice our other rights. If in our opinion there is a deterioration in the creditworthiness of the buyer on account of measures of judicial execution against the buyer and/or other negative demonstrable events, we reserve the right to suspend all or part of any contracts in operation and to ask the buyer to provide such guarantees as we may deem proper to insure the fulfilment by the buyer of his engagements under the contract. Such request may be made before or after the delivery of all or part of any order. Should the buyer fail to meet any reasonable demand for such a guarantee, we shall have the right to cancel all or part of any contracts in operation. Such action shall not in any way limit or prejudice our other rights for damages and interests.
Art 11. HIDDEN DEFECTS - WARRANTY - LIABILITIES
In order for the customer to be able to claim indemnity for hidden defects, the legal requirements for this must be fulfilled. Neither our liability nor knowledge of the hidden defects shall be presumed. Conventionally, it is stipulated that the short period (referred to in art. 1648 of the Civil Code) is six months from the date of delivery and that any claim to warranty lapses in case of processing, modification, repair by the customer or by third parties, resale of the delivered goods, improper use, insufficient maintenance or modifications made without our written consent. If the defect could not be determined by a simple inspection, the warranty claims shall also lapse if the customer has continued processing after the first processed results could be assessed. Likewise, the customer cannot claim indemnity if the delivered goods have not been processed according to our instructions accompanying the delivery, which the customer declares to have received. Claims to indemnity due to hidden defects cannot be invoked by the customer to postpone or suspend his payment obligations. Our warranty commitment is made personally to the customer. Therefore, if the customer transfers the delivered goods and services to third parties, these third parties cannot invoke the guarantee directly against us. Our guarantee shall never exceed the guarantee offered to us by our suppliers or manufacturers themselves. Our liability to the customer, for whatever reason, shall be limited in all respects to direct and foreseeable damage, to the exclusion of any indirect damage relating to use or exploitation. The amount of compensation in case of liability can never exceed the total price of the agreement with the customer.
Art 12. APPLICABLE LAW DISPUTES
Belgian law is applicable. For everything that is not explicitly regulated, Belgian common law applies. In case of dispute, the courts of Ghent or Kortrijk are competent.