CONDITIONS OF SALE AND CONTRACT
All goods are shipped at the risk of the client. All our contracts are subject to the provisions of Incoterms 1990 + Institute Cargo Clauses “All Risks”, Institute War Clauses and Institute Strikes, Riots and Civil Commotion Clauses.
2. FORCE MAJEURE
Any case of force majeure shall result in the suspension of the delivery period and shall not confer any right to the customer in respect of dissolution of the contract or in respect of indemnity. Interruption of the supply of raw materials, strike, lockout and fire shall always be considered to be force majeure.
3. DELIVERIES A.
All delivery periods are approximate. Late delivery shall never confer a right of dissolution of the contract or in respect of indemnity. Assortments are to be specified so that they enable us to execute the orders within the foreseen delivery periods. B. The delivered quantity is only guaranteed with the usual tolerance that a difference of 5 % more or less of the quantity cannot be considered a deficiency on our part.
4. COMPLAINTS AND RETURNS A.
Complaints for apparent defects are null and void if they are not made in writing and by registered mail to our address within 10 days of receipt of the goods, or if the merchandise has been subject to any handling. B. Complaints for hidden faults are null and void if they are not made in writing and by registered mail to our address within 14 days after they became apparent and without prejudice to the provisions of art. 1648 of the Belgian Civil Code. Liability for hidden faults is in any case limited to a period of 1 year from the date of delivery. C. In no case shall our liability extend further than the invoiced value. We reserve the right to replace legitimately rejected merchandise or to reimburse the invoiced value. In case of commission work, our responsibility is limited to the invoiced commission value. D. No merchandise may be returned to us without our previous permission and according to our instructions; this permission implies no admission of liability whatsoever. Any return shall be effected in the original condition.
5. PAYMENT A.
Unless otherwise agreed, all invoices are payable net 30 days after date of invoice at our registered address. B. Any amount remaining unpaid on the due date shall, automatically and without notice of default, attract interest of a rate 4 % above the rate of the Act of 02.08.2002 concerning the combating of payment arrears in commercial transactions. If any amount remains wholly or partially unpaid on its due date, and there is no valid reason, the outstanding balance shall be increased by 12 %. The amount of this increase shall be not less than € 50 and shall not exceed € 1.500, even though an extension of credit may have been agreed and without prejudice to the application of the above-mentioned interest. C. Without prejudice to the buyers’ risk with respect to the goods, the goods sold shall remain our property until full payment has been received by us. Nevertheless the buyer shall be entitled to sell these goods to a third party within the normal course of his business and to deliver them provided that (if we so require) the buyer, as long as he has not fully discharged his debt, hands over to us the claims that he has against the third party and which emanate from this transaction. The proceeds of the sale should be credited to a separate account. The buyer shall also be entitled to transform these goods or to incorporate them in new products. In that case we reserve to ourselves the legal and equitable title to the final product(s) into which the sold goods are incorporated or mixed. The buyer shall store the final products separately and property in these products shall remain with us until full payment has been made to us for the goods sold to the buyer. In case of non-payment at the due date, the buyer is obliged, at our first request, to return the goods that have not been resold. In such case any advances are acquired by us to cover eventual losses at resale. D. If we have issued terms of payment or if the buyer has accepted bills of exchange, the full amount of any contract whatsoever is demandable automatically and without legal summons if any instalment payment is not respected or if any bill is not paid on its due date. E. Bills or accepted securities involve no renunciation of these conditions nor novation. F. Should a change of 4 % or more occur in the relation between the value of the foreign currency of the contract and the value of the Euro between contract date and payment date, we shall be entitled to adapt the contract amount accordingly.
6. SUSPENSION AND DISSOLUTION OF THE CONTRACT - EXPLICIT DISSOLUTION CONDITION A.
If the buyer fails to carry out his obligations in this or another contract (e.g. payment), we shall have the right automatically and without legal summons, either to suspend our obligations or to consider the contracts dissolved. A letter sent by registered mail by us to the buyer shall be evidence of our exercise of this right. B. If in our opinion there is a deterioration in the creditworthiness of the buyer on account of measures of judicial execution against the buyer and/or other negative demonstrable events, we reserve the right to ask the buyer to provide such guarantees as we may deem proper to ensure the full performance by the buyer of his engagements under the contract. Such request may be made before of after delivery of all or part of any order. Should the buyer fail to meet any reasonable demand for such a guarantee, we shall have the right to suspend our obligations wholly or partly or even to cancel all or part of any contracts in operation. C. In all cases in which the contract is dissolved and/or cancelled through the fault of the buyer, that party commits itself to pay to us automatically and without notice of default, as indemnity, a default sum equal to 40 % of the contract value.
7. COMMISSION WORK
It is expressly agreed between the parties that all goods belonging to the customer which shall at any time be in our warehouse of workshops, shall be the subject to a lien in our favour to guarantee the payment of our charges for the transformation of the customer’s goods, including any goods which may already have been returned to the customer. Goods which are subsequently delivered to us by the customer for transformation shall be deemed to replace goods already transformed and delivered to the customer. All goods delivered to us by the customer for transformation shall be deemed to constitute and indivisible whole notwithstanding the fact that the goods may be transformed in successive batches.
8. APPLICABLE LAW - DISPUTES
The present terms are applicable to all our contracts, to the exclusion of eventual terms of our buyer. The Belgian law is applicated with the exception of the retention of title clause. For this clause the law of the country of buyer’s domicile is applicated. Disputes arising out of our contracts shall be referred to the Courts of the district of Kortrijk (Belgium) or, at our discretion, to the Courts at the buyer’s domicile.