GENERAL CONDITIONS OF SALE
1. Introduction
These general conditions shall apply, barring any changes expressly agreed in
writing by both parties.
2. Conclusion of an agreement
2.1. Agreement shall be deemed to have been reached when, after receiving an
order, the seller receives written confirmation that the order is to be
processed, within the buyer’s stipulated deadline if applicable.
2.2. If when submitting an offer the seller imposes a deadline for the acceptance
thereof, agreement shall be deemed to have been reached when the buyer
has confirmed the acceptance of the offer in writing prior to the expiry of that
deadline, it being understood that no agreement shall be deemed to have
been concluded if such confirmation has not been received within a week
after the expiry of said deadline.
2.3. Alterations made to the seller’s offer shall only be valid if confirmed in writing.
All orders processed via an intermediary must be confirmed directly by the
seller to the buyer.
3. Drawings and descriptions
3.1. Weights, dimensions, capacities and other details included in catalogues,
prospectuses, circulars, advertisements, images and price lists shall be
deemed to have the status of further details. These data shall only be binding
insofar as the agreement specifically refers thereto.
3.2. Any drawings and technical descriptions provided to the buyer either before
or after agreement has been reached and on the basis whereof whole or
partial manufacture is rendered possible, shall remain the exclusive property
of the seller. The buyer may not use, copy or reproduce such drawings or
technical descriptions, nor pass them on to third parties or acquaint third
parties with them without the permission of the seller. However, they are the
property of the buyer if:
a) this has been expressly agreed, or
b) they relate to a distinct development agreement preceding the
implementing agreement in which the seller did not reserve the
associated property rights.
3.3. Any drawings and technical descriptions provided by the buyer to the seller
either before or after agreement has been reached and on the basis whereof
whole or partial manufacture is rendered possible, shall remain the exclusive
property of the buyer. The seller may not use, copy or reproduce these
drawings or technical descriptions, pass them on to third parties or acquaint
third parties with them without the permission of the buyer.
4. Packaging
Unless otherwise agreed, prices shall be understood to correspond to unpackaged
goods. Packaging is invoiced separately
5. Monitoring
Both during the manufacturing process and following the completion of the work, the
buyer shall be entitled to ask its relevant authorised representatives to monitor and
verify the quality of both the equipment and the components used. Such monitoring
and verification shall be performed during normal working hours at the place of work
once a date and time has been agreed in advance with the seller. Any costs arising
from the investigation or from the intervention by a monitoring or inspection body are
to be borne by the buyer.
6. Transfer of risk
6.1. The sale and definitive delivery of the goods shall take place at the factory of
the seller, even if they have to be shipped franco.
6.2. The seller must inform the buyer in writing of the date on which the buyer is
to take delivery of the goods. The buyer must be informed in sufficient time to
be able to take the appropriate measures.
6.3. If the seller has acted to provide the buyer with wagons or some other means
of transport or to simplify customs formalities, he cannot be held liable in this
connection, and any costs arising shall be charged at cost price.
6.4. The goods shall be shipped at the buyer’s own risk
7. Reservation of title
7.1. Notwithstanding the provisions of Article 6, the goods shall remain the
property of the seller until payment has been received in full.
7.2. The buyer undertakes not to sell the goods or transfer them to a third party
whilst they are still the property of the seller.
Failure to comply with this clause will result in the buyer being liable to pay
fixed damages amounting to 50% of the retail price (as a supplement to the
retail price and as compensation for any delays).
8. Delivery periods
8.1. Unless otherwise agreed, the delivery time shall commence on whichever of
the following dates is the later:
a) the day on which the agreement is reached (see Article 2);
b) the day on which the seller receives an instalment of the payment due,
in the event that it was stipulated in the agreement that an instalment
would be paid prior to the start of production.
8.2. Unless otherwise agreed, the delivery times laid down in the agreement shall
be estimates only. Delays shall not entitle the buyer to terminate the contract
or claim any compensation.
8.3. Even if the buyer does not take delivery of the goods when they are made
available to him by the seller, he may nonetheless not postpone the date
normally set for the payment associated with the delivery. The seller shall
store the goods at the expense and risk of the buyer. Should the buyer so
request, the seller shall organise arrange to have the goods insured on
behalf of the buyer.
9. Payment
9.1. All payments shall be made in euro or in the currency stipulated in the
agreement. All payments shall be calculated net and excluding discounts.
9.2. Prices shall be calculated on the basis of the current market value of raw
materials, wages and social charges. Unless stated otherwise, the prices
shall be revised using the price-revision formula annexed to these general
conditions of sale.
9.3. Unless otherwise agreed, invoices must be settled within 30 days, starting
from the day following that:
1° on which the buyer receives the invoice or similar request for payment;
or
2° on which the goods or services are received, if the date on which the
invoice or similar request for payment is received has not been specified
or if the buyer receives the invoice or similar request for payment before
receiving the goods or services; or
3° on which the approval or inspection of the goods or services takes place
with a view to verifying whether they comply with what has been agreed, if the law or agreement in question makes provision for such an approval
or inspection procedure and if the buyer receives the invoice or similar
request for payment on or prior to the date on which the goods or
services are approved or inspected.
Should the buyer fail to pay within the agreed payment period or, in the
absence of an agreed such period, within the legally stipulated deadline, on
the day after the expiry of said period the seller shall be legally entitled to
demand the payment of interest at the reference rate plus seven percentage
points rounded up to the nearest half percent. The seller shall be entitled to
do this without sending a letter of formal notice to the buyer.
The reference rate shall be the interest rate applied by the European Central
Bank for its most recent main refinancing operation, as defined by the law of
2 August 2002.
Should the buyer fail to pay within the agreed payment deadline or, in the
absence of an agreed period, within the legally stipulated time limit, the
seller, notwithstanding his right to compensation of the legal costs in
accordance with the conditions set out in the Civil Code, shall be entitled to
reasonable compensation from the buyer for all relevant recovery costs
arising from late payment.
The fact that interest is charged does not mean that payments cannot be
demanded on the due date.
9.4. All current and future taxes, additional levies and costs, regardless of their
nature, related to the sale, are at the expense of the purchaser.
10. Financial guarantees
Should it transpire after agreement has been reached but before payment has been
settled in full that the buyer is experiencing credit difficulties or should the buyer’s
creditworthiness diminish, especially in the following cases: requests for payment
deadlines, protests, requests for amicable or legal settlements, seizure of all or part
of the buyer’s goods at the request of a creditor, delay in social security payments
and so forth, the seller reserves the right to demand the guarantee he deems
necessary to ensure proper fulfilment of the relevant obligations, even after delivery
of the goods. No letter of formal notice is required for this purpose.
11. Termination clause
Should an invoice not have been settled by the due date or should Article 10 have to
be applied, the agreement shall be legally dissolved by the seller declaring his
intention so to do in a simple registered letter without requiring any prior letter of
formal notice. In this case, the seller shall be entitled to retake possession of the
delivered goods without the need for intervention by the courts. In addition, the buyer shall be liable for compensation totalling 15% of the price, with a minimum of 1000€.
12. Guarantee
12.1. The seller undertakes to remedy any undeniable hidden faults (with the
goods themselves) that have not been caused by force majeure or faulty
handling or other by either the buyer or a third party, by replacing or repairing
the goods in question.
This obligation shall only apply to faults that become apparent within one
year after the goods have been brought into circulation. This will be assumed
to have happened by 30 days after the goods have been made available in
the factories if the delivery was made in Belgium and 45 days if the delivery
was made abroad.
The replaced components shall be the property of the seller. These items
shall be returned at the cost of the buyer.
12.2. The seller shall not be obliged to provide any guarantee or compensation
other than that which is stipulated in Article 12.1. In particular, the seller shall
not be obliged to provide any kind of compensation for potential damage to
commercially used goods or for loss related to the professional activity of the
buyer or the people for which the buyer is responsible under article 1384 of
the Civil Code.
12.3. At the same time, the seller shall not be obliged to provide compensation for
this damage, based on reasons not included in the contract.
With respect to bodily harm and damage caused to private property, the
seller shall not be obliged to provide compensation if:
– there is no proof that the faults were present at the time when the goods
were brought into circulation;
– given the state of scientific and technological knowledge it was not
possible for the seller to know about the presence of the faults;
– the faults in question are attributable to the design of the item in which the
goods are incorporated or result from instructions issued by the buyer;
– the damage is the fault of the buyer, the injured person or somebody
under the charge of the injured person (e.g. incorrect manoeuvres, faulty
operation, modifications made by the buyer or third parties, and so forth);
the faults result from the conformity of the goods with binding regulations
issued by public authorities;
– the damage is caused by a lack of maintenance or maintenance carried
out at odds with the maintenance manual or maintenance instructions
drawn up by the manufacturer;
– the damage results from action taken by a third party not approved by the
manufacturer.
12.4. The buyer shall protect the seller against any claims or demands that third
parties could make against the seller on the basis of damage as defined in
Article 12.3.
Should the product have been manufactured in accordance with a design
provided by the buyer, in all cases, the guarantee shall be limited to a strict
execution of the item in accordance with the specifications of that design.
13. Assembly
13.1. Assembly is not included in the agreement under any circumstances.
However, the seller may, under certain circumstances, agree to provide
specialist workers or engineers at the buyer’s request. That being the case,
work performed by such workers or engineers shall be carried out under the
supervision, at the expense and at the risk of the buyer, who must also bear
the costs of any insurance.
13.2. The buyer must provide all assistance, equipment and materials required for
assembly at his own expense.
14. Mitigating circumstances
14.1. Mitigating circumstances arising after the conclusion of the agreement and
preventing the implementation thereof shall be deemed to include: industrial
disputes and any other circumstances such as fire, mobilisation, seizure,
embargo, the prohibition of currency transfers, rebellion, a shortage of
transport, a general shortage of raw materials, restrictions imposed on
energy consumption, provided that such other circumstances occur beyond
the control of the parties.
14.2. The party citing the occurrence of such aforementioned circumstances must
immediately inform the other party in writing of their onset and termination.
14.3. Should one of the aforementioned set of circumstances arise, the buyer and
seller shall both be free of any liability.
15. Applicable law
The agreement is governed by Belgian law unless the parties decided otherwise.
16. Competent court
In the event of a dispute, the courts of Liège (Belgium) shall have exclusive
jurisdiction.