General terms and conditions
General terms and conditions of sale
1. Unless otherwise provided in writing, any (including future) agreement shall be governed by these terms and conditions, which lawfully prevail over the customer’s terms and conditions of purchase.
2. Prices and offers are without obligation and non-binding on our part. If orders are placed without prior written agreement concerning the price, the prices on the date of delivery shall apply.
3. The delivery periods indicated in the special terms and conditions are indicative and are not binding. Late delivery can therefore not give rise to the termination of the agreement and/or any liability for damages. Changes to the order automatically entail that the proposed anticipated delivery periods shall lapse.
4. The goods are delivered ex works. Transport costs are assumed by the customer. The liability and risk for the goods are assumed by the customer from conclusion of the agreement and to the extent of which they relate to a type of goods, as soon as these are individualised. However, the goods shall remain our property until payment in full.
5. The goods and materials ordered shall always be transported under the risk and liability of the customer, even if we should agree that we shall undertake the transportation.
6. If the customer refuses to accept the delivery or makes it impossible for us to deliver, the agreement shall be deemed lawfully to have been terminated at the fault of the customer and they shall be liable to pay damages, the minimum of which, taking account of the potential damage, is fixed at 35% of the price, and in the case of customisation at 75% of the price, exclusive of VAT, any additional claims to be proven by us. If partial delivery has already taken place when the customer refuses to accept further deliveries or makes further deliveries impossible, then we may opt, on condition of notification by registered letter to the customer, to invoice the part of the delivery performed and lawfully to terminate the agreement at the customer’s fault for the part not yet performed. In that case, the customer shall owe compensation for damages of which the minimum fixed amount is set at 35% of the price and in the case of customisation at 75% of the price, exclusive of VAT, for the part of the agreement not performed, any additional claim to be proven by us.
7. The price shall be lawfully increased with all taxes and fees charged or levied by any authority.
8. Invoices are payable at our registered office on delivery, cash and at no discount. In the case of late payment, a standard interest shall be lawfully charged without any formal notice at 1.25% per month or part of a month calculated from the due date. The interest owed by the customer shall be capitalised annually, provided that formal registered notice is given thereto. If payment in instalments is agreed in the special terms and conditions, then the outstanding balance shall become payable in full, increased by the interest and damages, in case of late payment of one of the instalments.
9. In case of non-payment on the due date and after formal registered notice, each amount due is increased lawfully by 12%, with a minimum of 49.58 and a maximum of 1859.20, in standard damages, as a fixed penalty due to extrajudicial costs. This charge shall be subject to the same standard interest of 1.25% per month or part of a month from the formal registered notice.
10. The unconditional payment of a part of the invoices amount shall apply as acceptance of the invoice. Deductions are always accepted under every reserve and without any prejudicial acknowledgement and are offset first against any judicial costs, then against interest due, then against the penalty clause and finally against the principal.
11. In the case of non-payment on the due date, and after formal registered notice, we may at any time opt for the legal termination of the agreement at the fault of the customer, under condition of registered written notification thereof. In that case, we will collect the merchandise that is our property, where it is located, and the customer shall be lawfully obliged to pay compensation for damages of which the minimum fixed amount is 35% of the price and in the case of customised work at 75% of the price, exclusive of VAT, any additional claims to be proven by us.
12. Similarly, in the case of non-payment on the due date, we reserve the right to cancel or suspend execution of ordered not yet fulfilled, which shall be notified to the customer by registered letter. In the case of cancellation, the customer shall be lawfully liable for damages of which the minimum is set at 35% of the purchase price and in the case of customised work at 75% of the price, exclusive of VAT, any additional claims to be proven by us. Furthermore, in the case of any amounts still owed by the customer these shall lawfully become immediately payable in full without formal notice.
13. We are authorised to exercise any right of retention for amounts owed to us on any goods belonging to the customer held by us.
14. Insofar as the acceptance of the delivery has not been expressly stated, complaints regarding compliance thereof must, under penalty of invalidity, be notified to us by registered letter with statement of the cause within three days from delivery and prior to commissioning, treatment, processing or resale of the merchandise. Complaints regarding the invoice must be made, under penalty of invalidity, within eight days from the date of the invoice by registered letter with statement of the cause.
15. Any amounts owed to us by the customer may, barring any written agreement on our part, in no way be offset by any amounts which the customer maintains to be entitled to claim against us. Nor can such claims from the customer be invoked by him to suspend or delay their undertakings to pay us.
16. In order for the customer to be able to claim an indemnity for hidden defects, the legal requirements thereto must, of course, be met. In this respect, the standard stipulations that the short period stated in Article 1643 of the Civil Code is 6 months from the delivery date and that any claim to indemnity lapses in the event of process, change, repair by the customer or third parties, or resale of the delivered goods. Claims for indemnity against hidden defects cannot be invoked by the customer to delay or suspend the payment undertaking.
17. Our responsibility towards the customer, for any reason whatsoever, is always limited to the maximum threshold of the value of the goods to which the agreement relates. The customer shall indemnify us for any third party claims relating to the deliveries performed, in which this maximum threshold may be exceeded.
18. In the case of “foreign cause” (art. 1147 Civil Code), even if these do not result in permanent and/or absolute impossibility of the performance, we are legally authorised unilaterally to suspend or cancel our undertakings, after having notified the customer thereof. We cannot be, under any circumstances, be held liable for damages. The following are considered, as standard, as a “foreign cause”: war, strike or lock-out, exceptional scarcity of raw materials or merchandise, weather conditions, natural and/or other disasters, government decisions that impact the execution of the undertakings and this both in the event that the foreign cause occurs with us or with our suppliers.
19. The customer acknowledges having read this agreement in all its written and printed clauses. The customer acknowledges that these documents constitute the integral text of the agreement between both parties and replace and abolish all previous verbal or written proposals for undertakings and/or documents issued by him, as well as any communication made between the parties so far in connection with the contents of this agreement.
20. The goods delivered shall become the property of the buyer after payment in full of the sales price. In the event of payment by cheques or bills of exchange, the transfer of ownership shall take place after the final collection of the amounts.
21. In case of disputes, the Justice of the Peace Court of Kortrijk and the courts of the judicial district of Kortrijk shall be authorised ratione loci. This jurisdiction clause also applies in the case of urgency (e.g. summary proceedings). Working with bills of exchange shall not entail any debt renewal and shall not involve any change in the jurisdiction. Belgian law shall apply.
22. Retention of title The goods delivered shall remain the exclusive and inalienable property of the seller until the full and unconditional payment of the price, principal and accessories. Until such time of payment in full, the seller reserves the right to recover the goods at the buyer’s expense, regardless of who has possession of these goods. The buyer shall ensure that the goods are easily identifiable until the full and unconditional payment of the price. He shall bear the risk of – the whole or partial – loss or damage to the goods. If the validity of this retention of title clause is subject to legal forms or special conditions in the buyer’s country, the buyer must notify the seller thereof and comply with the forms and terms and conditions.