General Terms and Conditions
These general terms and conditions form an integral part of all the quotes, order confirmations and invoices of AVT Europe NV (hereafter: ‘the seller’). They apply to all quotes and deliveries by the seller to the buyer or the client (hereafter: ‘the client’), with the exclusion of all special or general terms and conditions of the client.
The client explicitly acknowledges receipt and acceptance of these general terms and conditions. Deviations from these general terms and conditions can only be made with the seller’s express and written permission.
Quote – order confirmation
All prices are mentioned exclusive of VAT and other taxes, which are entirely at the expense of the client. Seller’s offers are only binding for the period specified therein.
Orders only bind the seller after written confirmation by the seller. A cancellation of an order by the client is only valid after written acceptance by the seller. In the event of cancellation of an order, the client will owe the seller a lump sum compensation of at least 20% of the total price of the order for goods and services within the standard range, and of at least 50% for goods and services outside the standard range. The compensation is estimated in proportion to the services already performed by the seller and goods already ordered and/or delivered.
The price for additional work will be determined and settled in mutual agreement. Additional work generally includes all goods and services which are not included in the quotation/order and which are requested by the client.
The goods and services are delivered as described on the order confirmation and/or the invoice. Unless otherwise agreed in writing, all our deliveries are ex-works at the seller. The goods are transported at the expense and risk of the client. All costs such as freight, packaging, clearance charges, shipping costs (non-exhaustive) are always at the client’s expense. The seller has the right to subcontract to third parties (part of the) delivery activities.
The goods remain the property of the seller, even after delivery to the client, as long as the full price has not been paid by the client.
The delivery term as indicated on the quotation/order is indicative and does not bind the seller. Delays in deliveries can never give rise to dissolution of the agreement, nor can they give rise to a penalty or a compensation by the seller, unless explicitly otherwise agreed in writing by the seller.
If a delivery term has been agreed in writing and bindingly between the client and the seller, this term only starts to run as from the date that the client has given all financial and technical details and the seller has confirmed them, and when the agreed advance payment has been paid by the client.
The seller reserves the right to postpone the agreed delivery terms if the client does not comply with the agreed payment terms. If the delivery period is postponed at the request of the client, the agreed payment instalments and invoicing terms remain in any case binding for the client, and the seller can charge the additional costs to the client.
Cases of force majeure (in the broadest sense, including strike or lock-out at the seller or third parties) which prevents or delays the execution of works, relieves the seller of all liability and gives the seller the right to suspend, reduce or dissolve the agreement, without any compensation or liability.
Complaints regarding visible defects or non-conforming delivery with regard to the goods delivered or services provided must be communicated by the client to the seller in detail and by registered post at the latest 8 calendar days after delivery, and in any case before any processing of the goods.
Complaints with regard to invisible / hidden defects concerning the delivered goods or services must be communicated by the client to the seller in detail and by registered mail at the latest 8 calendar days after the discovery. The seller’s responsibility for hidden defects is in any case limited to a period of 6 months from delivery.
Returns will only be accepted if the seller declares its prior written agreement, and if the returns are made carriage paid. The risk remains with the customer at all times.
A complaint does not suspend the customer’s payment obligation. Under no circumstances can the seller be held liable if the seller has failed to fulfil its obligations due to war, strikes, force majeure and other unforeseen events.
For a period of 12 months after the invoice date, the seller guarantees free repairs for any construction or material faults that may occur in the components of the goods sold, provided that the fault is reported to the seller by registered letter within 72 hours of its detection.
The guarantee is limited to working hours and spare parts. The travel and accommodation expenses are at the expense of the client.
If the client carries out (or orders to carry out by third parties) any repairs and/or changes during the guarantee period without the approval of the seller or if he fails to comply with his obligations to pay, seller’s warranty obligation will immediately end.
The seller’s guarantee obligation also ends when the client uses the goods delivered by the seller in combination with faulty materials that have not been delivered by the seller, in case of improper use or overload of the delivered goods.
In case of resale the client has to make the same guarantee conditions valid for his buyer.
In every case the client accepts to safeguard the seller from any consequences and from any claims made by his buyer vis-à-vis the seller in relation to the delivered material.
The seller’s liability can only be invoked for goods delivered and/or maintained by the seller, insofar as they have not been processed by third parties and insofar as no changes or maintenance has been made to them by third parties. In any case, the amount of any liability is limited to the invoice amount of the delivery, repair or maintenance.
The client acknowledges that he knows the technical characteristics of the delivered goods, accepts them as suitable for him and respects them. In no event whatsoever shall the seller accept any complaint for problems arising from connection of the delivered goods to systems of the client (such as compressors, power supplies, electrical installations, etc.) unless the connection or association with such systems is expressly provided for and confirmed in the order form. In no case can the seller accept any liability for direct or indirect damage caused by the material supplied by the seller other than the above mentioned damage. In any case, the amount of any liability is limited to the invoice amount of the delivery, repair or maintenance. The seller is not liable for any damage caused by the non-skilled or improper actions of the client or by third parties (e. g. breaking of seals, etc.). Seller will not be liable for any damage to fixed or unfixed assets, damage to persons or to the production of the client. The guarantee ends by operation of law if the customer has carried out alterations or repairs to the seller’s appliances on its own initiative and without AVT’s express agreement. In all cases, the seller’s responsibility is always limited to: 1) either a reduction in the price in proportion to the quantity of defective goods; 2) either the reimbursement of the unit price agreed upon by the parties; 3) either the replacement of the defective goods whereby the replaced goods become back the seller’s property. Under no circumstances shall the seller be liable for further compensation.
All intellectual property rights (such as developments, drawings and models) with regard to the products and/or services as well as the designs, software, documentation and all other materials that are developed and/or used in preparation for or execution of the agreement between the seller and the client, or which arise from it, are vested exclusively in the seller or its suppliers.
The delivery of products and/or services does not extend to any transfer of intellectual property rights. The customer only obtains a non-exclusive and non-transferable right of use to use the products and results of the services for the agreed purposes. The customer will not, without the seller’s prior written consent, publish, reproduce or make available to a third party the products and results of the services in whole or in part in any way whatsoever.
The seller may at any time before delivering or continuing the delivery, regardless of the agreed payment terms, require the client to provide a bank or mortgage security for the fulfilment of the payment obligations for the delivery of the goods. As long as the client has not complied with this request, the seller is not obliged to deliver or further execute the agreement and the seller can dissolve the agreement free of charge.
The seller also reserves the right, if necessary, to dissolve the contract and/or the sale in the event of a change in the client’s legal and financial situation: apparent insolvency, application for judicial or amicable reorganization, bankruptcy, publication of protest, etc. (not exhaustive).
Payment and price
Unless otherwise agreed in writing, the invoices are payable in cash, net and without discount at the seller’s registered office within a period of 30 days from the invoice date. The invoices shall be deemed to be accepted if they are not objected to by registered letter with reasons within 8 calendar days of receipt. In the event of non-payment or late payment of the invoice on the due date, the client shall be liable to pay interest on arrears at the rate of 12% per annum as from this due date on by operation of law and without prior notice of default. In addition, a flat-rate compensation of 10% of the total amount still due is also due by operation of law and without prior notice of default, with a minimum of 125 EUR. In case of non-payment of one/an invoice on the due date, all invoices not yet due become immediately and fully due and the seller reserves the right to postpone or stop further deliveries of goods and services.
Retention of title
All goods remain the seller’s property until full payment of the amount due, even if spread payments are agreed. The client bears the risks as from the day of delivery. The goods must be stored in their state of delivery by the client. The client undertakes to insure the goods delivered subject to retention of title and to keep them insured against fire, explosion and water damage as well as against theft and to give the policy of this insurance for inspection to the seller upon first request.
Documents, e-mails and/or attachments are strictly confidential and are intended solely for the use of the addressee. Unless you are the addressee or the person responsible for delivering this message to the addressee, you must refrain from publishing, reproducing, distributing or any other use of these messages. If you have received these messages or documents by mistake, you are kindly requested to inform us immediately by telephone and to permanently destroy these documents and their attachments. The Seller has the right to claim damages if sensitive documents, e-mails or attachments are distributed to third parties or possibly competitors. Sensitive documents include quotations, order forms, approval drawings, production drawings and so on …The compensation for this amounts to € 25,000 and can be increased by the consequential damage suffered as a result of the distribution of this sensitive information.
All agreements are governed and interpreted by Belgian law. Only the courts of the judicial district of Antwerp are competent.
In case of disputes the Dutch original General Conditions will prevail.