Terms and Conditions
1. By placing an order, our client explicitly acknowledges the general terms and conditions listed hereafter. These general terms and conditions are applicable to all contracts entered into by and with our company. Conditions to any other effect only apply with the explicit and written consent from our part. Actual diverging modes of behaviour made by us or condoned by the client, even in the event of repetition, in no way entitle the client to appeal to them and do not constitute any acquired rights on his part. Diverging stipulations on the order slips of our clients are explicitly refuted as non-valid. They acknowledge a contrario the conditions supplied hereafter as the rules and regulations that govern the contract agreement between ourselves and the client.
2. Indications or prices listed in catalogues, brochures, rates. etc. should be considered as indicative. Actual prices charged are invariably current market prices of the day.
3. Orders placed by the client and accepted by us, must be collected within the term agreed. In the event of non-collection, we are entitled to declare the purchase-sale agreement either entirely or partially legally null and void without any declaration in default to the detriment of the buyer, who in said event, will owe a fixed sum in damages equalling 30 % of the cost price of the goods, including VAT or constrain the buyer into acceptance of delivery by other means.
4. If in our opinion there is a deterioration in the creditworthiness of the client on account of measures of judicial execution against the client and/or other negative demonstrable events, we reserve the right to suspend all or part of any contracts in operation and to task the client to provide such guarantees as we may deem proper to ensure the fulfillment by the client of his engagements under the contract. Such request may be made before or after the delivery of all or part of any order. Should the client fail to meet any reasonable demand for such a guarantee, we shall have the right to cancel all or part of any contracts in operation. Such action shall not in any way limit or prejudice our other rights for damages and interests.
5. The goods are always considered to have been sold, delivered and accepted in our warehouses. As such they are invariably transported both at the expense and at the peril of the client, regardless of whether the shipment is taking place under franco, fob or cif terms.
6. Delivery dates are always supplied to the client by way of information. Any delay in deliveries under no circumstances will constitute grounds for the rescission of the purchase-sale agreement to our prejudice, nor for an indemnity payable by us. In the event of force majeure we are redeemed of the obligation of delivery, without any indemnity being owed by us.
7. With regard to orders and deliveries with a value not in excess of 124 Eur, excluding VAT, we are entitled to charge an administrative flat fee of 13 Eur, excluding VAT, separate from any forwarding expenses.
8. Until payment in full to us for the goods the goods shall remain our property. Notwithstanding the foregoing, the risk in the goods and all liability to third parties in respect thereof shall pass to the buyer on delivery.
9. The buyer shall be entitled to transform the goods or to incorporate them in a new product or products. In that case we reserve to ourself the legal and equitable title to the final product or products into which the goods are incorporated or mixed. The buyer shall store the final products separately and property of these products shall remain with us until full payment will have been made to us for the goods. The buyer may sell the goods in the normal course of his business but on condition that the buyer, in a fiduciary capacity as bailee of the goods, and for so long as he has not fully discharged his debt to us, shall hold and pursue claims for the proceeds of their sale equal to the price of the goods for and on behalf of us. The buyer shall fully pursue such claims and if necessary shall recover the sums due by legal process. The buyer shall if so required by us, allow us to conduct in the buyer’s name legal proceedings in respect of the monies due on the sale of the goods. Any sums recovered by us as a result of such proceedings (including sums accepted by us in settlement thereof whether or not equal to the sums claimed) shall be applied to the payment of the monies due to us from the buyer and then to the reasonable costs incurred by us in the course of such proceedings. Any balance remaining shall be paid to the buyer. Prior to the sale of the goods, the buyer shall, so far as reasonably practicable, store the goods separately from similar goods of the buyer, mark the goods as our property and shall not remove, obliterate or in any manner alter any label, mark or other means we may have of identifying the goods.
10. All complaints with regard to non-conformity of deliveries and invoices must reach us within 8 days, following the date of delivery/forwarding of the invoice. Complaints regarding quantities must be made at the time of delivery/acceptance of the goods. Any complaint made to us outside of these time limits, will be inadmissible. All complaints must be submitted to us in writing and by registered delivery. Complaints that are deemed to be founded put us under the obligation of the replacement of goods that are not in conformity, without however entitling the client to any form of indemnity whatsoever. Processing of the goods implies for the client to have accepted the goods, with the inclusion of any hidden flaws. Therefore complaints about non-conformity following processing, are inadmissible.
11. Payment of invoices is due at the agreed maturity date at our registered offices. In the event no maturity date has been specified, our invoices are payable in cash within 8 days. Our agents or representatives do not have authority to collect the amount of the invoice except explicit stipulation. In the event of default of payment by the maturity date, without the serving of notice of default on the debtor being required on our part, a default interest of 12 % per annum of the sum total, including VAT, will be legaly due, as at the date of invoice.
12. Should an invoice remain unpaid on the due date, all invoices shall immediately become due for payment, regardless of their original date of maturity.
13. In the event of any default of whatever variety on the part of the client, including default of payment (non-payment or overdue payment), without further declaration in default, the client will legally owe a fixed indemnity sum of 15% of the sum total, including VAT, with a minimum of 50 Eur and a maximum of 2975 Eur.
14. Should the client fail to honour his engagements, we may consider the contract cancelled and a such action shall not in any way limit our prejudice our other rights.
15. Drawing a bill of exchange does not constitute novation of debts, which implies that, irrespective of the exchange transaction, the general conditions of sale in hand remain fully effective in their entirety. Bills of exchange will be accepted by us on condition that they have been accepted by the drawee and have been guaranteed by a solvent third party, in the event the drawee is not a physical but a moral person. The maturity date on said bills of exchange will never exceed a 90 day period. In any event the buyer will take the negotiating expenses upon his charge, for which he will be charged separately by us.
16. Disputes arising out of this contract shall be referred to the courts of Bruges or, at our discretion, to the courts having jurisdiction at the clients domicile. In any event the client will be required to summon us in the event of disputation before the courts of Bruges.