GENERAL CONDITIONS FOR SALES AND DELIVERY
Article 1 – Scope of application
1.1. The present General Terms and Conditions of Sale apply to all orders placed with our company, directly or through our representatives and agents.
1.2 Any order accepted by our company necessarily implies, as an essential condition, the unreserved acceptance of the present general conditions which complete any special conditions contained in our offers, order forms and contracts.
1.3. The purchaser acknowledges that our offers, order forms and contracts, as well as these general conditions, constitute the entire text of the agreement between the parties and replace or cancel any previous proposal and/or any other writing.
1.4. These general terms and conditions shall prevail over any clauses, terms and conditions of purchase (general or special), as well as over any indication contained in documents issued by the buyer, regardless of when they were sent or brought to our attention.
1.5. Any terms and conditions of the buyer that contradict our own general terms and conditions are not binding on us, unless they are expressly accepted.
1.6. The fact that we do not enforce any of the clauses established in our favour by these general terms and conditions, or the fact that we exceptionally agree to deviate from them, cannot be interpreted by the buyer as a waiver on our part of the right to invoke them later.
1.7 If one or more of the clauses of these general conditions should be declared null and void, the other provisions shall remain in force.
Article 2 – Orders
2.1. The buyer is bound by the terms used in the order he places with us.
2.2. Any order of less than 500€ authorises us to charge 25€ for administrative costs to the buyer. Any modification of the order requested by the buyer after its acceptance can only be taken into consideration if it is received in writing and only binds us from the moment it is accepted according to the procedure provided for the acceptance of orders.
Article 3 – Offers, recommendations and use
3.1 All our offers are valid for three months from the date of issue, unless otherwise stated in the offer.
3.2. Unless otherwise agreed in writing, any recommendations that we make at the time of the sale and/or delivery of our products are made either in a general manner and therefore by way of indication, according to the most usual use of the products concerned, or in a specific manner, in the light of the prior information that the buyer has communicated to us in writing.
3.3. In either case, these recommendations cannot engage our responsibility and it is up to the buyer, in the last resort, to verify the suitability of our products for the intended use.
3.4. In the event that our products (with or without transformation) are intended to be integrated directly or indirectly into specific sectors of application (the purchaser undertakes to inform us in advance, completely and in writing, before any definitive offer is made by us).
3.5. Otherwise, our company shall not be liable for any direct or indirect damage that may result from the use of our products in particular applications. In this respect, late written information (more than one week after the installation of the product) is considered as a lack of information.
3.6. Written information sent more than 8 days after the discovery of any damage/problem/vice, …
3.7. The descriptions and statements relating to our products, whether they concern their functionality, their behaviour or their performance, are only valid for the most common use of these products, under normal conditions of application, use and climate.
Article 4 – Prices
4.1. Unless otherwise stated, our prices are always quoted inclusive of tax.
4.2. The prices and information relating to our products mentioned in our catalogues, prospectuses and price lists are given for information purposes only. We reserve the right to make any changes to them (particularly with regard to the layout, shape, size, weight, material, etc. of the products) without this giving rise to any claim or price reduction whatsoever.
Article 5 – Delivery – transport
5.1. The goods are always transported at the customer’s risk as soon as they leave our warehouses.
5.2. Unless otherwise agreed in writing, our delivery times for goods and our execution times for work are indicative. No order may be cancelled unilaterally by the purchaser on the grounds of non-compliance with the delivery or execution time without our company having been given notice of default and a new delivery date having been agreed in writing. No delay in delivery or performance shall justify a claim for damages. The agreed deadlines are also automatically suspended by any event beyond our control which results in a delay in delivery or performance, for as long as this event lasts.
5.3. In the event of force majeure or unforeseeable delays in deliveries or defective deliveries by our suppliers, we reserve the right to cancel or suspend the execution of our commitments in whole or in part without compensation. In this case, we shall inform our customer directly. War, mobilisation, blockade, partial or total strikes, lock-outs, riots, epidemics, machine breakdown, fire, explosion, interruption in the means of transport, computer problems or other accidents which occur either at our premises or at our suppliers and which prevent or hinder manufacture, work or shipment are considered by convention to be cases of force majeure.
5.4. We reserve the right to make and invoice partial deliveries.
5.5. If the customer does not collect the goods or refuses to dispatch them after the expiry of the delivery period (irrespective of whether this period was agreed upon in the order confirmation or subsequently), the goods shall be stored at our premises at the customer’s disposal, at the customer’s expense and risk. The goods will be invoiced to him in full unless otherwise agreed in writing.
Article 6 – Warranty
6.1. Our warranty, set at a period of one (1) year from the date of delivery, is strictly limited to the goods and does not extend to the equipment into which the goods will be incorporated or to the performance of such equipment. Our obligation shall be limited to the repair or replacement of the goods or parts thereof upon our discovery of the defect. Defective parts that are replaced free of charge shall be made available to us and shall become our property again.
6.2. The warranty is excluded :
– in the event of defects or faults arising from materials supplied by the customer or from a design imposed by the customer,
– in the event of damage or accident attributable to transport or resulting from negligence, faulty installation, supervision or maintenance by the customer or a third party,
– in the event of use, installation or storage of the goods under abnormal conditions or conditions that do not comply with our instructions or the rules of the trade,
– if the customer has carried out or caused to be carried out modifications, adjustments or repairs to the goods without our express consent,
– in the event of damage resulting from unforeseen circumstances, force majeure or the fault of the customer or a third party.
6.3. The warranty does not cover the replacement or repair of parts resulting from normal wear and tear of the goods.
6.4. If the buyer makes improper use of our products, does not respect the rules of the art during assembly, does not respect our recommendations and any technical instructions for assembly or use, he loses the right to the guarantee provided for in Article 6 of these General Terms of Sale.
Article 7 – Reservation of ownership
7.1. Our company remains the owner of the products until full payment of the relevant invoice. We can therefore exercise a right of retention on all our products that have not yet been delivered (as well as on any goods that the customer may have handed over to us for the execution of a job) until full payment of these. During this period, the buyer also undertakes to store the products in such a way that they can be identified as the property of our company.
7.2. The buyer is obliged to take all necessary measures to preserve the goods that remain our property in application of this article.
7.3. The goods should then be returned to us immediately at the expense, risk and peril of the buyer, who undertakes to inform our company of the location of the products and to give our employees immediate access to them without restriction, so that they can take possession of our goods.
7.4. In the event of bankruptcy, judicial reorganisation proceedings or seizure or any other judicial measure exercised on our unpaid products, the buyer shall immediately notify the receiver, bailiff or officiating authorities of the existence of the present ownership clause.
7.5. Our company also retains ownership of the storage racks that are left in storage during deliveries. The purchaser undertakes to return them in the condition in which they were supplied with the next delivery. In the event of bankruptcy, judicial reorganisation proceedings or seizure or any other judicial measure exercised on our unpaid products, the buyer shall immediately notify the receiver, bailiff or officiating authorities of the existence of the present ownership clause.
Article 8 – Complaints
8.1. In all cases, the customer must provide us in writing with the article number(s) and delivery note number(s) on which our entire internal traceability system is based. If this is not the case, we reserve the right to refuse any claim.
8.2. No goods may be returned to us without our prior written consent. All returns will be made under the exclusive responsibility and at the expense of the customer. In the event of an error on the part of the customer, the goods will be taken back and credited with a 20% reduction; any non-routine goods specially ordered for a customer will not be taken back.
8.3. The customer is solely responsible for the assembly and functionality of the products, even if he has received recommendations during development, unless we have given him a corresponding written guarantee.
8.4. All complaints regarding errors, shortcomings, non-conformities, visible damage or apparent defects must be notified in writing to our company headquarters within eight working days of delivery at the latest. If this deadline is not met, the buyer loses the benefit of the guarantee stipulated in Article 6. All complaints about defects or hidden faults must be notified in writing to the registered office of our company at the latest within eight days of their discovery or of the moment when the buyer should reasonably have discovered them. If this period is not respected, the buyer loses the benefit of the guarantee stipulated in article 6. In any event, no claims relating to defects or hidden faults may be made after the expiry of the guarantee period stipulated in Article 6.
8.5. If the complaint is made within the period and proves to be well-founded, our obligations shall be limited :
– in the case of errors or non-conformities: the replacement of the goods supplied in error or non-conformity
– in the case of missing goods: to the delivery of these
– in the event of damage or defects attributable to us: at our option, either repair or replacement of the damaged or defective goods in the state of finish provided for in the contract, to the exclusion of any other compensation for any reason whatsoever. In no case shall we cover any direct or indirect immaterial damage and/or financial loss. The execution of our obligations as listed above is subject to the return by the customer of goods delivered by mistake, non-conforming, damaged or defective. Our replacement shall be limited to the proportion of the return. In the cases and conditions mentioned above, we will only intervene for the costs incurred by the customer following prior written agreement on our part.
8.6. In the event of an error on our part concerning the quantity or model on the basis of the order form, we will take back or exchange the goods at our expense.
Article 10 – Intellectual property – confidentiality
10.1 Our products, handmade in our workshops, are subject to intellectual property rights (copyright, drawings, models) and include know-how that is protected. Our company is the sole owner of these rights and the purchaser undertakes to respect them and to inform us without delay of any infringement that may occur.
10.2. The purchaser shall not, in particular, make any use of our intellectual property rights without our prior written consent.
10.3. Any studies, plans and documents provided to the buyer shall remain our property and shall be confidential. The buyer may not use them outside of our contractual agreements, nor may he communicate them to third parties, and he undertakes to take all useful measures to this end.
Article 11 – Place of performance, applicable law and place of jurisdiction
11.1. All obligations arising from our contracts shall be performed at the place of our registered office.
11.2. All our contracts are subject to Belgian law.
11.3 In the event of a dispute, the parties shall make every effort to resolve it amicably. Failing that, the courts of the judicial district of Brussels shall have sole jurisdiction.