General sales conditions

Without prejudice to the applicability of our special terms and conditions, which take precedence over the present general terms and conditions, the present general terms and conditions will apply subject to amendments explicitly agreed by both parties. These terms and conditions take precedence by operation of law over the buyer’s purchasing conditions.

2.1. The agreement is concluded when, after having received an order, the seller confirms in writing to accept this order. However, the buyer validly commits itself by a verbal order.

2.2. If, when making an offer, the seller has set a deadline for its acceptance, the agreement will come into being when, prior to the expiry of the set deadline, the buyer has confirmed in writing to accept the offer. However, no agreement will have been concluded if the seller has received this confirmation more than five calendar days after the expiry of this deadline.

2.3. Changes made to the offer of the seller are but valid when they have been confirmed in writing by the seller. All orders through an intermediary person must be confirmed directly to the buyer.

2.4. Cancelling an order must be done in writing. Such cancellation is but valid subject to the seller’s written acceptance. In such event, the customer will be due a flat-rate compensation of 10% of the price of the order. This compensation covers the fixed and variable costs as well as any loss of profit.

3.1. Without prejudice to the provisions of article 5, the goods remain the property of the seller until their price, including – as the case may be – interests and costs, has been paid in full.

3.2. The buyer undertakes not to sell or transfer the goods to third parties for as long as they remain the seller’s property. Upon the non-observance of this prohibition, the buyer will be due to the seller a flat-rate compensation for damage of 50% of the sales price, in addition to the sales price and post-maturity interests, if applicable.

3.3. If the merchandise is processed, the processing will be deemed having been carried out on behalf of the seller, who will thus become the owner of the goods created after such processing in proportion to the value of the goods sold by the seller.

3.4. If the merchandise is sold, the right to the resulting sales price replaces the delivered merchandise. Moreover, the buyer already transfers to the initial seller any future claims that it may assert against its own buyer in the event of a resale of the goods, even after these have been processed. The transfer will entitle the seller to collect these claims. The seller undertakes to repay to the buyer that part of the collected debt that exceeds 125 % of the value of the sold goods.

4.1. All payments are to be made in Euro or in the currency defined in the agreement; the prices are net prices and not subject to any discounts. The goods are payable at the seller’s registered office. Payment by bank transfer, bill of exchange or any other means cannot be considered a renunciation of these conditions and does not imply any debt roll-over. If the ratio between the currency in which the goods are invoiced and the Euro would change, the seller reserves the right to charge the difference.

4.2. The prices are calculated on the basis of the daily exchange rate for raw materials, wages and social charges at the time the agreement is concluded. Unless explicitly agreed otherwise, the seller will be able to adjust the prices if it proves that at least one of these criteria has changed between the conclusion of the agreement and the time of delivery.

4.3. Invoices will accrue interests at the rate of 1.25% per month as from their due date, such by operation of law and without any further notice being required. The fact that interests are stipulated does not prevent the payments from being due on their due date. In the event of the full or partial non-payment of the debt on the due date without there being any serious reason for it and after an unsuccessful formal notice, the debt balance will be increased by 10%, with a minimum of EUR 250 and a maximum of EUR 2,500, even if terms of respite are granted.

4.4. All current and future payments and costs, whatever their nature, are also at the buyer’s expense.

4.5. Subject to the seller’s prior written consent, the buyer may not invoke any settlement of debts, whatever the rights or claims on the basis of which the buyer wishes to do so. The seller, on the other, is entitled to settle mutual debts.

4.6. Unless otherwise stated on the invoice, the price is payable upon receipt of the goods.

4.7. The amount of the invoice must be paid net, discounts and bank charges are at the expense of the buyer. A discount for immediate payment can only be applied if this has been explicitly agreed in advance.

4.8. The price is exclusive of taxes, such as VAT, and levies.

4.9. All taxes and levies of any kind will be borne by the client.

4.10 In the event of a dispute, the invoice must be protested within eight days by registered mail, such without prejudice to the provisions of these sales conditions.

The seller’s liability cannot be invoked when the non-fulfilment of its commitments is due to a force majeure event, such as war, riots, embargo, partial or general strike, restrictions in energy consumption, partial or general lock-out, shortage of means of transport, operating accidents, prohibition or transfer of foreign currency, fire, confiscation and suchlike. Force majeure suspends the delivery period. If the seller, on account of permanent force majeure, is definitively unable to execute the agreement, it will be entitled to terminate the agreement by sending a simple notification by registered mail to the buyer, indicating the reason why performance of the agreement has become impossible. In such event, the seller will not be due any compensation for damage to the buyer.

The place of performance of the agreement is the place of the seller’s registered office. The agreement is governed by Belgian law, unless the parties have agreed otherwise in a separate prior written agreement.

In the event of any dispute, the courts of Gent will be competent.