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General Terms and Conditions of Sale and Delivery

General Provision

Our general terms and conditions form an actual part of our quotes. They are valid for every order of our goods, with the reservation of changes applied by either of the parties and insofar as they are confirmed explicitly and in writing by the seller. Our general terms and conditions of sale equally apply to all orders submitted to us. In no case the buyer’s own terms and conditions can apply, unless if explicitly approved in writing by the seller.

Quote - order confirmation

Unless otherwise specified, our quotes are completely free and non-committal. Orders will only bind the seller after written confirmation of the seller. Orders have to be cancelled in writing. It is only valid subject to the written acceptance by the seller. In case of cancellation, the buyer will owe a 20% lump sum of the price of the order. If orders of special products are cancelled; i.e. products outside the standard range, a lump sum will be due of at least 50% of the amount of the order in proportion of the works already carried out and the components ordered and/or delivered. This compensation covers the fixed and variable costs and the possible loss of profit.

Terms of delivery

The terms of delivery are purely indicative and are therefore not binding, unless explicitly otherwise agreed between the parties. Delays in the execution can never give rise to fines, damages or dissolution of the agreement. If a term of delivery is agreed, the term of delivery starts running as from the date that all financial and technical details have been provided by the buyer and confirmed by us (the seller). Cases of force majeure, and more in general all circumstances that impede, reduce or slow down the execution of the assignment by the seller, or which excessively complicate the compliance with the commitments he took on, relieve the seller of every liability and make it possible for him, depending on the case, to either reduce the commitment, or to suspend the execution without being due any damages.

Delivery and shipment

Unless otherwise agreed in writing all our deliveries are ex-works and all costs such as freight and packaging costs, clearance costs, shipment costs (non-exhaustive list) are at expense of the buyer. The goods are always shipped at buyer’s risk. Where appropriate the buyer shall take out an insurance. In case of complaints within the warranty period (see article 4) the buyer will, after consent of the seller, send the goods back to the latter, at his own expense. After return the seller will examine the complaint, insofar as the complaint is considered founded and the seller does not repair the goods and re-deliver them within a period of three months, the seller will submit a credit note to the buyer for the value of the returned goods and shipment costs.

Guarantee and complaints

Complaints in relation to visible defects are no longer accepted if they are not notified by the buyer to the seller by means of registered letter within 8 days after delivery. The seller guarantees for a period of 12 months after the invoice date the free repairs of all components of the goods sold by the seller for all construction or material faults which may arise during the term above, provided the fault is notified to the seller by registered letter within 72 hours after its detection. The guarantee is limited to working hours and spare parts. The travel and accommodation expenses are at the expense of the customer. If the buyer carries out (or orders to carry out by third parties) any repairs and/or changes during the warranty period without the approval of the seller or if he fails to comply with his obligations to pay, the seller’s warranty obligation will immediately end. The seller’s warranty obligation also ends when the buyer uses the goods delivered by the seller in combination with faulty materials that have not been delivered by the seller. The warranty obligation also ends in case of improper use or overload of the delivered goods. In case of resale the buyer has to make the same warranty conditions valid for his buyer. In every case the buyer 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.

Liability

The seller’s liability can only be invoked for goods delivered and/or maintained by the seller and insofar as they were not processed by third parties and insofar as no changes or maintenance was executed by third parties. In any case the amount of the possible liability will be restricted to the amount of the delivery, repairs or maintenance invoice. The buyer acknowledges to be aware of the features of the delivery, to accept them as appropriate for him and to respect them. In no case the seller will accept complaints for problems as a result of the connection of the delivered goods to systems of the customers (such as compressors, power supplies, electrical installations, etc.) unless the order confirmation explicitly provides for and confirms the connection or the compatibility of such systems. In no case the seller shall accept any liability in relation to direct or indirect damage caused by the material delivered by him, other than the aforementioned damage.

Reservation of title

All goods will remain our property until full payment of the amount due, even in case installments are allowed. In case the goods are not or only partly paid on the invoice due date, we reserve the right to take back the goods with our own means and at expense of the buyer. In this case damages amounting to 20% of the sales price will be due without prejudice to the costs incurred to take the product back which remain for account of the buyer. In case of partial payment the buyer will be refunded within 14 days after taking back the goods minus the aforementioned damages and the take-back costs. However, we reserve the rights at all times to claim payment of the entire price and the execution of the sales agreement on our own accord. As long as the goods are not fully paid, the buyer will not be allowed to sell them, nor store them at a different delivery address. These goods cannot be the object of a pledge and/or privilege to the benefit of third parties. All developments, drawings, models remain our property and cannot be copied, nor distributed. Insofar as the buyer fails to observe this provision, the seller will be entitled to recover the cost from the buyer, with a minimum cost of 2,500.00 EUR.

Terms of payment

All our invoices are payable in cash upon receipt of the invoice, except if another payment term is mentioned on the invoice. In case of non payment of the invoice on the due date, a late payment interest will be due without notice equal to 12%. If after sending a simple letter the principal and the interest due are not fully paid, a legal increase will be due of 10% on the invoice amount with a minimum of EUR 50, without prejudice to all collection costs and/or legal costs at expense of the debtor. Non-payment of one invoice on the due date will automatically entail the payability of all other invoices of a later date, even in case another due date is mentioned on such invoices.

Competence

All disputes are governed by the competence of the Courts of the judicial district of Antwerp and by Belgian law.

In case of disputes the Dutch original General Conditions will prevail.