GENERAL TERMS AND CONDITIONS OF SALE
These terms apply to all our offers, order confirmations, agreements, and deliveries, unless we state otherwise in writing. They take precedence in any case over any similar conditions of the buyer. By placing the order, the buyer is deemed to have accepted these conditions. Statements regarding technical characteristics, etc., of our products are entirely non-binding.
1. All orders are executed based on the prices, discounts, and conditions applicable on the date of delivery. Any increase in transportation rates or customs duties after ordering is the responsibility of the buyer. All prices and discounts are dependent on the quantity ordered. A reduction in the ordered quantity may result in a revision of the price. In case of delay in acceptance, a warehousing cost of 1% per month will be applied to the price of the goods to be delivered, and for financing costs, an interest equal to the base financing rate of the European Central Bank plus 7 percentage points, rounded to the nearest half percentage point, will be charged.
2. All dimensions are measured by the seller. Dimensions provided by the buyer or third parties relieve the seller of any responsibility if the dimensions of the delivered product do not correspond. All provided measurements will be considered nominal dimensions, i.e., without any tolerance.
3. The goods are deemed to have been received and approved in the seller's warehouses. The customer is free to inspect the goods in the seller's warehouses before departure or delivery. Any subsequent complaints will not be considered. In no event can the seller be held liable for defects, whether visible or invisible, in the delivered goods, nor for any delays in delivery. The warranty for the delivered products is limited to the warranty received by the seller from its suppliers and can never exceed the replacement of the delivered goods. The seller cannot be held liable in any way for damages, including business damages, caused by the goods to the buyer or third parties. The buyer will indemnify the seller against any and all claims, demands, rights, and actions that third parties may assert against the seller.
4. Any complaints regarding our deliveries and invoices must be communicated in writing within 8 days of their receipt, failing which the buyer is deemed to have accepted the delivered goods. Filing a complaint, even within the prescribed period, does not exempt the buyer from the obligation to pay the invoice on the due date. The seller is only obliged to repair or replace deliveries acknowledged by the seller as defective, without the seller being liable for any other damages arising from it.
5. All deliveries by the seller are made within a normal and reasonable timeframe, without the seller being bound by binding delivery deadlines or obligations of the buyer towards third parties. Strikes, accidents, and other causes that would hinder production or supply are in any case considered force majeure, allowing for a postponement of the delivery deadline and delay in the execution of the order without giving rise to the termination of the agreement or any compensation of any kind.
6. The seller retains the intellectual rights and ownership of all projects and related documents carried out by it. Any transfer or execution of these projects can only be done with the written permission of the seller. The industrial drawings, plans, technical descriptions, etc., provided by the seller remain its property and may not be transferred to third parties, reproduced, or used in any way without the seller's written permission. If the buyer provides drawings and technical descriptions to the seller, the buyer indemnifies the seller against possible claims from third parties for infringement of copyright and rights from patents, trademarks, or designs.
7. The seller shall not be obligated to perform the agreement in case of force majeure, without any compensation in return. Force majeure is understood to mean any circumstance beyond the control of the seller, even if it could have been foreseen at the time of the conclusion of the agreement, that permanently or temporarily prevents performance after the agreement, including, but not limited to, war, imminent war, civil war, riot, strike, labor lockout, transportation disruptions, fire, and other serious disruptions in the business of the seller or its suppliers.
8. All invoices are payable in cash at the seller's establishment. In the event of non-payment of the invoice on the due date, it will be automatically increased, without the need for a formal notice, with an interest rate of 12% per year and a compensation of 20% of the amount stated on the invoice, with a minimum of EUR 125.00. In case of incomplete payment, the delivered goods shall remain the property of the seller, even if these goods have been processed, in which case the seller's ownership extends to the goods created after processing. In the event of non-payment of interim invoices, the seller reserves the right to either suspend further execution of the works until full payment is received or to terminate the agreement without being liable for any damages. In such a case, the buyer remains obligated to the full payment of the agreed price, possibly increased with compensation.
9. All disputes and conflicts regarding the execution of the agreement shall be governed by Belgian law. They fall exclusively within the jurisdiction of the courts of Dendermonde, Belgium.