The following terms and conditions are applicable on all our sales contracts. They are to be taken as a whole with our offers and with our sale confirmations. They alone are applicable, with exclusion of any terms and conditions mentioned in the buyer’s price inquiry and order confirmation. In case of disagreement about the point, the buyer will have to inform the seller within the three days after he received the sale confirmation, or else he will be supposed to agree with our terms and conditions.
1.1 When a definite order having been laid down, we stipulate a time limit for its acceptance, the contract is deemed to be conclusive if the buyer’s agreement on all our terms and conditions reaches us before the time-limit expires, if no time-limit has been stipulated, our offers take place without obligation.
1.2 Our representatives and agents cannot bind our company.
2.1 The delivery time-limit is being stipulated contingent on unforeseen circumstances and with reasonable approximation. Except otherwise agreed, the confirmed delivery limits are not strictly binding, in consequence the buyer cannot put forward any delay in order to claim damages or to rescind an order in totality or partly; in that case he can only determine a reasonable time-limit for the delivery of the goods.
2.2 Transport of goods occurs for the accounts and risks of the buyer, even in case of free of charge delivery.
2.3 All risks are for the account of the buyer after delivery to him or to the carrier, but in any case ex our works. If there is a delay in removal or in carrying away of the goods as a consequence of circumstances whereof the responsibility is not incumbent on us, the transfer of the risks originates at the moment the goods are at the buyer’s disposal.
3.1 All complaints must be motivated and addressed directly to our company; they must reach us, under penalty of inadmissibility, at last eight days after receipt of the goods or of the invoice, according as they concern the goods or the invoice.
3.2 Whatever the reason may be and even if it occurs within the fixed time-limit, it is not because a complaint has been lodged that the buyer is invested with the power of postponing the normal maturity date.
3.3 Return of goods is only possible on condition we have agreed previously and in writing, it will always take place free of charge.
4.1 Except for divergent stipulations laid down in writing, our invoices are payable 30 days upon invoice date at Waregem.
4.2 In the event of any change in buyer’s situation, we have the right to break the sale or to demand guarantees. Non-payment of an invoice gives us the right to break the current sales contract for the remaining deliveries, without any formality and under reservation of our demand of damages. In addition, in case of non-payment of an invoice or any other amount due, all other non-expired debts become payable.
4.3 The drawing and/or accepting of bills of exchange or other negotiable documents, does not imply a novation and does not cause departures for the terms and conditions of sale.
4.4 In default of payment at the aforesaid maturity day, the balance shall be increased, as of right and without summons, with a conventional interest, calculated as the reference interest rate plus 7 percentage points and rounded off to the higher half percentage point, in pursuance with the Law of August 2, 2002 on combatting late payment in commercial transactions.
4.5 In the event of total or partial non-payment of the debt on the expiry date, without serious reason, the debt will be increased, after a proof of default served in vain, with 12 % with a minimum of € 123,95 and a maximum of € 2.500,00, even when terms of respite have been granted.
4.6 When the buyer fails to meet his obligations, the sale can be annulled by right and without proof of default, without prejudice to our rights on damages and interests. The expression of will by means of a registered letter written by the vendor will be sufficient.
Only the courts of the arrondissement of Kortrijk will be competent to take cognisance of the dispute regarding this invoice or the underlying contract.
The goods sold remain the property of the seller until full payment has been received by him. In case of resale, the claim against the third party will be transferred over to us. The proceeds of the resale should be credited to a separated account. In case of transformation, we reserve to ourselves the legal and equitable title to the final products. All risks are on the buyer’s account.