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General sales conditions
1. Contract status
These general sales conditions apply, subject to our special conditions, which supersede these general sales conditions, and subject to modifications expressly agreed in writing by both parties. These terms have automatically priority over the purchase terms of the buyer.
2. Contract formation
2.1. The contract comes into effect, when after receiving an order, the seller sends confirmation in writing of his acceptance of this order. The buyer will be bound even if he makes his orders orally.
2.2. If the seller has specified in his offer a period for accepting such offer, the contract comes into effect, when the buyer, before expiration of this period, has confirmed in writing the acceptance of the offer. No contract shall however have come into effect, when the seller has received this confirmation more than five days after the expiration of this period.
2.3. A modification of the seller's offer is valid only if confirmed in writing by the seller. All orders placed by intermediaries are subject to direct confirmation by the seller to the buyer.
3. Illustrations and descriptions
3.1. All weights, measures, capacities and other information given in catalogues, prospectuses,circulars, advertisements, representations and price lists are only approximate indications.They are not binding unless the contract expressly refers to them.
3.2. Illustrations and technical documents which make complete or partial manufacture possible,and which are provided to the buyer before or after the conclusion of the contract, remain the exclusive property of the seller. They cannot be used, copied, reproduced, passed on or communicated to third parties by the buyer without the consent of the seller. Such illustrations and technical documents become the property of the buyer :
a) if expressly agreed, or
b) if they are part of a product development contract, distinct from this contract, which does not expressly reserve title of the seller.
4. Packaging and transportation costs
Unless otherwise agreed, the prices cover only the merchandise itself. The packing material and wooden wedges will be billed separately. Our prices also do not include transportation and other related costs.
5. Transfer of risk
5.1. The goods are sold and accepted definitely by the buyer at the seller's plant, even if they must be delivered franco.
5.2. The seller shall notify the buyer in writing of the date or week when the buyer must take delivery of the goods. The buyer must be notified sufficiently in advance to enable him to take all measures necessary to take delivery.
5.3. If the seller has taken action to procure the buyer waggons or any other means of transport or to facilitate customs formalities,he shall not be held responsible for them; all expenses pertaining to such actions shall be billed at cost.
5.4.The goods are transported at the buyer's risk.
6. Reservation of title
6.1. Without prejudice to Article 5, the seller retains title to the goods until payment in full of the price.
6.2. The buyer undertakes not to sell the goods or transfer them to third parties as long as they remain the seller's property. In the event of breach of this prohibition, the buyer shall be required to pay a forfeitary indemnity of 25 % of the sales price (in addition to the sales price and any late payment interest).
7. Delivery schedule
7.1. Unless otherwise provided, the time for delivery begins to run on the later of
a) the date on which the contract comes into effect pursuant to Article 2 ;
b) the date on which the seller receives an installment payment, if the contract requires such payment before manufacture commences.
7.2. Unless otherwise provided, the delivery schedule in the contract is only an estimate : an eventual delay can never cancel a contract or give rise to any indemnity whatsoever.
7.3. If the buyer fails to accept the goods when they are placed at his disposal by the seller, the buyer must nevertheless make payments when due. The seller shall store the goods at the expense and risk of the buyer.
If the buyer asks for it, and if the provision for the premium required by the seller is paid previously, the seller shall insure the goods at the buyer's expense.
8.1. All payments, calculated on a net basis and without discounts, are to be effected in Euro or in the currency stipulated in the contract. The goods are payable at the seller's registered office. The payment by transfer to a bankaccount, by bill of exchange or in any other way will not be considered as a waiver of these sales conditions or a novation. If the currency par, in which the goods are invoiced, should change vis-à-vis the Euro, the buyer has the right to charge the difference.
8.2. The prices are calculated on the basis of the current rates for raw materials, wages and other social charges, at the moment of the formation of the contract. Unless explicitly otherwise agreed, the seller shall be able to adapt the prices, when he proves that at least one of these criteria between the formation of the contract and the time of the delivery has undergone a modification.
8.3. Unless otherwise agreed, all invoices are payable immediately upon receipt. All overdue invoices will bear interest of 12 % per annum, automatically and without notice. The stipulation of an interest payment shall not affect in any way the obligation to make payments when due.In case of total or partial non-payment of the debt when due, without serious reasons,the balance due shall, after vain formal notice, be raised by 12 %, with a minimum of 50 EURO and a maximum of 1500 EURO, even if periods of delay are granted.
8.4. All actual and future payments and costs, of whatever nature, shall be borne by the buyer.
8.5. Unless the seller agrees in advance in writing, the buyer may not invoke any set-off whatsoever, irrespective of the rights or claims upon which the buyer wishes to invoke set-off.The seller, however, is entitled to invoke set-off against the buyer.
9. Financial guarantees
The seller reserves the right to require any and all guarantees that he deems necessary for due execution of the buyer's obligations, even after partial shipment of the goods, whenever it appears, after the conclusion of the contract but before full payment of the price, that the buyer's credit is questionable or his solvency has deteriorated, and particularly in the following cases : a request for extension of the date for payment, protestation, request for amicable or judicial composition, seizure of all or part of the buyer's assets at the request of one of his creditors, delay in making social security payments, etc. Refusal to satisfy a request for guarantee shall entitle the seller to cancel all or part of the shipment without notice.
If the buyer hasn't paid an invoice on the due date for payment, or, if somehow or other, he doesn't meet his obligations, the contract shall be terminated by legal right and without previous formal notice for the whole or for the part not yet carried out, by the simple notification of a registered letter sent by the seller to the buyer, at least eight days after vain formal notice to carry out his contractual obligations. The buyer shall be obliged, besides payment of the goods already delivered, to pay to the seller an indemnity of 15 % of the purchase price, subject to the right of the seller to prove his other damage.
11.1. For the defects related with the delivered quantities or weights, and in general for all visible defects, the seller shall not be held liable after the goods will have been accepted as stipulated in Article 5.1. All complaints because of visible defects shall be formulated in writing by the buyer, by making reserve on the delivery voucher.
11.2. Within the limits of the following provisions, the seller undertakes to remedy any defect which arises from defect in design, material or workmanship.
11.3 This warranty includes only repair or replacement of defective parts within 2 months after being put into use ; the latter is supposed to have taken place 30 days after the goods have been placed at the buyer's disposal in the seller's plant, when delivery takes place in Belgium, and 45 days after this disposal when delivery takes place abroad.
11.4. This warranty includes repair or replacement of defective parts, at the seller's option according to the circumstances, and within a short time period. The seller cannot be held liable for any direct or indirect damage.
All costs of transport, customs, assembly and disassembly, etc. are at the buyer's expense. The seller shall become the owner of the replaced parts, which shall be returned free of charge to his plant within a month after replacement.
11.5. Unless expressly provided in the contract, no guarantee of result is given.
11.6. If the goods are produced in accordance with plans provided to the seller by the buyer, the warranty will in any case be limited to a strict production of the parts in accordance with the directions of the plans.
12.1. Assembly is not covered by the present contract. However, the seller can agree to place at the buyer's disposal, upon the buyer's request and on special conditions, specialist workers or assembly men.
In this case, the workers or assembly men will perform under the buyer's supervision, at his expense and risk. The buyer will also assume the responsibility and costs of providing corresponding insurance.
12.2. The buyer must provide at his own expense all assistance, equipment and raw materials necessary for assembly.
13. Excuse (force majeure)
The seller may not be held liable if the non-performance of his obligations is attributable to a force majeure. Among others, the following circumstances are considered as force majeure : war, riots, embargo, partial or general strike, limitation on energy consumption, partial or general lock-out, lack of means of transport, work accidents, suspension of foreign exchange, fire, seizure, etc.
A force majeure suspends the term of delivery.
When performance by the seller, because of force majeure, is definitively impossible, the seller shall have the right to terminate the contract by simple notification to the buyer in writing of the reason which hinders the execution of the contract without any obligation to pay any indemnity to the buyer.
14. Place of performance and governing law
14.1. The place of performance of the present contract is the seller's registered office. The contract is governed by Belgian law, unless the parties have expressly agreed otherwise in advance in writing.
14.2. The parties hereby declare that the United Nations Convention on contracts on the international sale of goods shall not apply to the present contract.
15. Competent courts
All disputes shall only be submitted to the courts of Kortrijk, unless the Seller prefers the Courts having jurisdiction at the Buyer's domicile.