The terms and conditions of sale below apply except where explicitly and in writing agreed otherwise in specific terms and conditions of sale.
Article 1:
Delivery dates and dates of execution are only indicative. The mere expiry of these dates shall not result in the termination of the agreement or the payment of
damages to the buyer. If the changed delivery dates or dates of execution notified by the seller to the buyer are more than three months later than the proposed dates, the buyer may terminate the agreement without costs by registered letter sent at the latest fourteen days after the post date of the seller’s registered letter. In all other cases the termination by the buyer based on the expiry of the indicative delivery dates or dates of execution is only possible after a prior written notice of default in which the seller is granted a last term of delivery of two months. If the manufacturers or suppliers fail to deliver in time to the seller due to strike, lock-out, accidents and all other cases of force majeure for the seller, the term of delivery is extended accordingly. The delivery of the goods bought, regardless of the means of transport, is at the exclusive risk of the buyer. The transport costs, unless agreed to the contrary, are payable by the buyer.
Article 2:
2.1. The seller delivers the buyer the goods in accordance with the agreement entered into between the buyer and the seller.
2.2.a. There is no lack of agreement if upon the execution of the agreement the buyer knew the defect or in all reasonableness had to be aware of it.
2.2.b. Without prejudice to the legal provisions on hidden defects, the seller is only liable for defective goods if:
– the defect already exists upon the delivery of the goods and, in addition
– the defect becomes apparent within one week after the delivery of the goods.
Article 3:
All disputes arising with respect to the invoice or the contents of the invoice must be notified to the seller by registered letter within eight days from the receipt of the invoice. After eight days, the buyer is considered to have accepted the invoice.
Article 4:
All invoices are payable in cash at the seller’s operational office within 30 days from the date of the invoice, unless agreed to the contrary in the sales agreement.
All invoices unpaid in whole or in part on the due date shall by operation of law and without prior notice of default carry an interest of 12 % per year. Each fraction of a month shall be considered a full month. In addition to the conventional interest, also by operation of law and without prior notice of default, the customer shall pay conventional damages amounting to 10% of the outstanding amount of the invoice. Parties explicitly waive the application of article 1231 of the Belgian Civil Code.
Article 5:
The delivered goods remain the seller’s property as long as they are not fully paid, so that the buyer may not sell the goods, in any way whatsoever, change the
goods or remove part of the goods. Notwithstanding this retention of title, the risk of the goods passes to the buyer upon the delivery. From that moment, the
buyer shall pay all costs to maintain and use the goods.
Article 6:
If the buyer fails to comply with his obligations, including the obligation to pay, the seller may terminate the agreement by registered letter. The failure to pay is
sufficient to justify the termination. In addition, the buyer owes the seller by way of agreed penalty a sum equal to 10% of the purchase price of the goods.
Article 7:
Any case of force majeure or coincidence exempts the seller by operation of law from the payment of any damages whatsoever. The following is a
non-exhaustive list of force majeure events: fire, war, government measures, import and export restrictions, delays or errors by the suppliers, accidents, material and machine breakdowns, exceptional transport and traffic hindrance, exceptional weather conditions, work strikes, lock-outs.
Article 8:
The price specified in the sales agreement may be increased in case the manufacturer or supplier increases his prices or if other elements determining the price
such as taxes, import and export duties, devaluations or revaluations, transport costs, raw materials, wages are changed. If the price increase is more than 10%,
the buyer may terminate the agreement without penalty provided he informs the seller by registered letter within fifteen days from the notification of the price
increase.
Article 9:
In case of a dispute, the courts at the seller’s registered office or the seller’s operational office have jurisdiction.
Only Belgian law applies.
