1.1. Any contacts, offers, agreements and the execution thereof between our company and customers shall be governed exclusively by these general terms and conditions.
1.2. Applicability of any terms and conditions maintained by the customer shall be expressly excluded.
2. Price quotations
2.1. Our price quotations shall be entirely free of obligation and shall by no means bind our company.
2.2. Our price quotations shall be valid for no longer than 1 month as from the date on which they were sent, unless stated otherwise.
2.3. Price quotations shall not oblige our company to accept an order. Our company reserves the right to assess matters such as the customer's credit rating.
2.4. Any designs, sketches, images, drawings and/or samples shall only be provided at the customer's express request and entirely at his, her or its expense. Under no circumstances may such documents be reproduced or placed at the disposal of third parties.
3.1. The specifications stated on the order
confirmation shall apply.
3.2. Any orders which are placed for the account of a third party, even if they are to be invoiced to the latter, shall bind the party placing the order, who or which shall be jointly and severally liable for payment together with the third party if the third party fails to pay.
3.3. Our company shall be entitled to refuse orders or attach certain terms and conditions to the delivery, unless explicitly provided otherwise.
3.4. Any product information, pricing and order information shall be subject to possible changes and corrections at all times.
3.5. Proposed models executed in any form whatsoever, are entirely at the risk of the party placing the order. Our company therefore rejects any responsibility regarding civil prosecution due to such issues as copy or copyright. The party placing the order shall be considered as having acquired the right from the owner of the model or the holder of the copyright.
3.6. Any responsibility for any damage to or loss of original items and objects belonging to customers and left with our company for safekeeping shall be rejected. The risk can be covered by an insurance if the customer requests this in writing but the customer shall be charged for the premium.
3.7. Any drawings, lithographs, engraving models, templates, stamps, moulds, programs, etc. needed to execute the orders received, and which we have manufactured or outsourced, shall remain our exclusive property at all times.
3.8. We reserve the right to apply our mark, trademark or company name to any items which we are to supply.
3.9. Deviations of +/- 5% shall be allowed for orders exceeding 10,000.00 units of the same item; for orders under 10.000,00 units this percentage shall amount to +/- 10%.
4. Delivery term
Any delivery terms stated shall be entirely free of obligation. The customer shall not be entitled to any compensation for damages or termination of the agreement if the delivery term is exceeded.
5.1. The products shall be at the customer's risk as from the moment they are delivered.
5.2. The customer is responsible for quality control. Upon penalty of nullity, any complaints concerning quality defects must be duly outlined and communicated to us by email or fax within 48 hours after delivery.
5.3. Upon penalty of nullity, any other complaints must be duly outlined and communicated to us by email or fax within 8 days after delivery.
5.4. Complaints do not entitle customers to (partly) suspend payment, and any set-off by customers shall be expressly excluded.
5.5. We shall not be obliged to indemnify any buyer
against any hidden defects.
5.6. Any liability on the part of our company shall expire if the customer has failed to take the measures which he, she or it reasonably must take with regard to the products. This provision is aimed to restrict damage or to be applied in cases such as those in which, after delivery, the products have been:
- transported by the customer;
- stored improperly;
- mixed with other products;
- modified or processed by the customer
or any third parties.
6. Prices and payment
6.1. All prices indicated shall exclude VAT, unless there is an explicit agreement to the contrary.
6.2. Customers may be charged for any changes which may affect the price, such as – but not restricted to – exchange rate differences, government measures, import and export duties, insurance premiums, etc., and this shall not entitle customers to terminate the agreement.
6.3. Any invoices are payable cash in Westerlo, unless agreed otherwise in writing.
6.4. Interest of 12% and fixed compensation for damages in the amount of 10% of the invoiced amount shall be due by law and without prior notice of default, without prejudice to any other rights or claims, indemnification or interest if the invoice is not paid by the due date.
6.5. If the invoice is not paid by the due date, any other amounts still due shall be immediately due and payable in full.
6.6. We shall be entitled to demand advance payment or the provision of security from the customer if we are of the opinion that the latter will be unable to fulfil his, her or its obligations in good time or at all. If the customer does not wish to respond to such demands, we shall reserve the right to cancel the order in full or in part, even if part or all of the goods have already been sent, delivered or paid.
6.7. We shall be entitled to suspend any further orders and/or deliveries pursuant to any agreement whatsoever as from the moment on which the customer is in default until the customer has paid the outstanding invoices, in full, including interest and costs.
6.8. Any payment by the customer shall be considered to be payment for the oldest outstanding invoice, possibly augmented by interest and costs, regardless of whether the contrary is stated expressly when payment is made.
7. Reservation of ownership
7.1. We shall retain our property right to the goods delivered until the price is paid in full, without prejudice to the customer's risk regarding the goods.
7.2. A customer shall not be entitled to rent out the products or make them available to third parties, pledge them or otherwise encumber them before ownership of the products has been transferred to the customer.
7.3. In case of payment by cheque, ownership shall transfer only after the total amount has been finally collected.
8. Force majeure
8.1. If our company is unable to fulfil its obligations due to force majeure, such obligations shall be suspended for the duration of the force majeure.
8.2. There is force majeure if the execution of the agreement is prevented, partly or entirely, whether or not temporarily, by circumstances beyond the control and/or influence of our company, regardless of whether or not such circumstances could have been foreseen at the time when the agreement was concluded. Such circumstances shall include: strike, factory occupation, staff illness, business disruption, delay in or failure of deliveries by suppliers, transport disruption, etc.
9. Applicable law and competent Court
9.1. Belgian law shall apply to any contracts which have already been or shall be concluded in accordance with these terms and conditions.
9.2. Any disputes between parties shall be settled by the competent Courts of Antwerp.