General Conditions

I. APPLICABILITY

  1. These terms and conditions apply exclusively to all offers made and/or orders accepted by us.
  2. By placing an order, the client is deemed to agree entirely with the applicability of these conditions.
  3. All deviating provisions, even if they appear in the general terms and conditions used by the client, or are referred to by the client in any writing, are not binding on us.
  4. Contrary to our terms and conditions, we can only give our express written permission.

II. OFFERS

  1. All offers on our part are without obligation until we have accepted the order in writing or by telephone. They are based on delivery under normal circumstances and duringnormal working hours. Images, catalogs and further information provided by us are not binding.
  2. Acceptance on our part of an order must be in writing or by telephone. Sending invoices is equivalent to written acceptance.

III. RISK CLAUSE

  1. The prices/prices stated with the offer are based on the cost-determining factors atthat time.
  2. If during the period between the date of offer and that of delivery, the prices ofraw materials, materials, equipment, energy, wages, social security charges and/or other cost-determining factors, including prices charged to us by our suppliers, change even if this occurs as a result of previouslyforeseeable circumstances,we are entitled to change quoted or agreed prices accordingly.
  3. The exchange rate risk of the means of payment with which any payment related to the delivery has to be made is borne by the client.

IV. TERM OF DELIVERY, FORCE MAJEURE

  1. The period within which delivery must be made by us will only commence afterwe have received all the permission, permet(s), allocation and data required for the delivery.
  2. If the delivery is wholly or partially prevented by force majeure – including anycircumstance independent of our will or control, whether or not foreseeable, as a result of which the whole or partial delivery is temporarily or permanently prevented – we are entitled to suspend delivery, or to dissolve the agreement, insofar as it has not been carried out, and to demand payment in respect of the part delivered, without being obliged on our part to pay any compensation to the client.
  3. If it has been agreed that the client is entitled to determine within an agreed periodof time at which the delivery must take place, he is obliged to inform us of this 14 days before the time desired by him. If the client does not inform us in this time of the desired delivery time, we are entitled to store the products at the expense and risk of the other party after the agreed term, or to consider the agreement as dissolved and claim full compensation.
  4. When a part of an order has been completed, we can, at our option, deliver this partor wait until the entire quantity ordered has been completed. In the first case, our invoices relating to the partial delivery must be paid within the agreed payment period.

V. TRANSPORTATION

  1. For an order with an invoice value of less than EUR 250,00 excluding VAT,unless explicitly agreed otherwise in writing, delivery will take place ex warehouse.
  2. For an order with an invoice value of more than EUR 250,00 excluding VAT, unless expressly agreed otherwise in writing, delivery will be free of charge within Belgium.
  3. For free delivery, the freight prices is included in the agreed price.
  4. Upon delivery from the warehouse, the freight costs to be paid by us are charged byus to the client.
  5. Both for free delivery and ex warehouse the transport of what we have deliveredtakes place at the risk of the client.
  6. We are free to choose the means of transport and the choice of route; we cannotbe held liable for any damage resulting from this.

VI. DELIVERY AND ACCEPTANCE

  1. The goods are deemed to have been delivered by us and to have been acceptedby the client:a.upon delivery from the warehouse, as soon as the goods have been offered to theclient, and/or as soon as the goods have been loaded in or on the means of transport.b. upon delivery carriage paid, as soon as the goods have been delivered to the delivery address specified by the client.c. with regard to delivery and acceptance, the proof of delivery from our forwarderto be signed by the consignee or his authorized representative and/or the report from our forwarder and/or the report from the carrier serve equally, unless evidence to the contrary is provided.

VII. RETENTION OF TITLE

  1. Regardless of Article VI. provisions, ownership of the goods will only be transferredto the client after everything that we owe us in respect of these goods, including any interest and costs, has been paid.
  2. The client is not entitled to transfer goods to third parties, for whatever reason, as long as they have not been paid, or to encumber them in any way.

VIII. PRICE

  1. The prices quoted by us are inclusive loading costs and excluding sales taxcalculated and stated as such either ex warehouse or free warehouse buyer within Belgium, insofar as the latter location can be reached by the means of transport without objection and without extra costs.
  2. Extra packaging is not included in the stated price and can be calculated separately.
  3. For an order with an invoice value of less than EUR 250,00, we will charge you EUR 30,00 excluding VAT order costs.

IX. PAYMENT

  1. All payments to us are made, unless another payment arrangement has been agreedin writing, within thirty days after the end of the month in which invoicing has taken place and they must be made without any deduction or set-off on the amounts stated by us on our offer and/or invoice account(s).
  2. If the due amount has not been paid on the agreed due date, the client is legally in default without any notice of default and from the invoice date interest of 2.0% per month or part thereof.
  3. We are entitled at all times to require accreditation or security from the client in orderto fulfill his payment obligations before any delivery is made by us.
  4. Failure by the client to fulfill his obligation to pay or provide accreditation or securitygives us the right to suspend delivery until this obligation has been met, or to cancel the agreement, without prejudice to our right to claim compensation for damage caused by the later c.q. non-performance of the agreement.
  5. In the absence of payment on the due date, the invoice amount will be automaticallyand without notice of default increased by 15%.

X. WARRANTY AND RECLAMATION

  1. With due observance of the following limitations, we guarantee the soundnessof the goods delivered by us, in that any defects, which the client proves to have occured within two months after delivery, exclusively, at least predominantly as a result of defective raw materials and/ or material will be replaced by us free of charge, provided that the client gives us the opportunity to do so.
  2. If we wish, the client will send us these goods carriage paid.
  3. If the client uses the goods supplied by us for purposes other than those for whichthey were supplied or deviates from the stated method of use, we are not bound by any guarantee.
  4. Complaints with regard to externally visible defects will be made in writing withineight days after delivery of the goods, in the event of which we are not bound by any guarantee whatsoever.
  5. Complaints with regard to non-externally visible defects must be made in writing within eight days after the observation, up to the end of fourteen days after the guarantee period of sub 1. of which we are not obliged to give any guarantee whatsoever.
  6. For the goods delivered by us, but purchased by us from third parties, the provisionsof the previous paragraphs only apply insofar as and to the extent that the supplier of those goods has given us a guarantee.
  7. In the case of replacement or reimbursement, the consumption that has been made of the delivered good is taken into account.
  8. Unless explicitly agreed otherwise, the fulfillment of our guarantee obligations onlyapplies within Belgium.
  9. The satisfaction of our guarantee obligations counts as the only compensation.We are not obliged to pay any other compensation, in whatever form.
  10. We are not obliged to give any guarantee, by whatever name, of the client does not,not properly or in time, fulfill any obligation arising for him from this or from any other agreement related to this agreement, nor if third parties may or may not by order of the client, without our prior written permission, have made any changes to what we have supplied.

XI. RETURNS

  1. Return shipments will only be accepted on our part after prior written permission and provided that this is carraige paid.
  2. Accepting any retun shipments does not automatically mean our approval.

XII. LIABILITY

  1. Our liability under the agreement is expressly limited to the fulfillment by us ofthe guarantee obligations referred to in Article X. Any claim for business damage or other indirect damage is expressly excluded.
  2. Without prejudice to the provisions of Article X., Except in the case of gross negligence or intent on our part, we are not liable for costs, damage or interests arising as a result of;a. acts or negligance of our subordinates or persons used by us to implement the agreement.b.exceeding the delivery time.

XIII. DISSOLUTION

  1. Without prejudice to the provisions in the previous articles regarding suspension and dissolution, we are entitled if the client does not, not properly or not timely fulfill one of this obligations under this agreement, if serious doubts arise or if the client meets his obligations under the agreement can pay, in the event of bankruptcy, suspension of payment, guardianship, shutdown, liquidation, full or partial transfer of his business assets or business claims, also as collateral, without notice of default or legal intervention, for a maximum of six months or to dissolve these, insofar as they have not yet been carried out, without prejudice to our right to compensation for any damage or loss of profit suffered by us.
  2. In the event of dissolution as referred to under 1., the agreed price owed to us,after deduction of what has already been paid for it and of the costs not yet incurred by us, is immediately due and payable.
  3. The contractor is not entitled to claim dissolution of the agreement with retroactive effect.

XIV. PROOF OF ADMINISTRATION

  1. Subject to proof to the contrary, the data present in our records are decisive with regard to the agreement.

XV. DISPUTES , APPLICABLE LAW

  1. All disputes that may arise between the parties – including those which are onlyconsidered as such by one of the parties – that may arise between the parties as a result of the agreement or agreements resulting therefrom – are subject to our review. Choice of said court or competent court of the principal’s place of residence.
  2. All agreements to which these conditions apply in whole or in part are exclusivelygoverned by Belgian law.

XVI. ENTRY INTO FORCE

  1. These general terms and conditions of sale are effective from January 1, 2010.