Any offer made by the company and any order placed therewith are governed by the present general conditions of sale, to the exclusion of any other conditions and in particular any buyer’s conditions of purchase.
OFFERS AND ORDERS
Our price offers are valid for a period of sixty days unless otherwise stipulated.
Acceptance of our offers must be made in writing and signed by a person duly authorised to give undertakings on the buyer’s behalf and must be accompanied, where appropriate, by all information necessary to proceed with the manufacture of the items ordered. In the absence of this information, the company reserves the right to modify the terms of its price offers to take account of any increase in costs after acceptance of the offer by the buyer.
No order or amended order will be binding on the company unless confirmed in writing and signed by a person duly authorised to give undertakings on the company’s behalf. Our employees, representatives, various intermediaries and members of staff have no authority to give undertakings on the company’s behalf.
Orders are personal to the buyer and are only transferable by the company’s prior agreement in writing.
Any sample sent to the buyer at its request must be returned to the company, all costs paid, within one month of its transmittal. Failing this, the company will invoice the buyer for the cost of such sample.
Offers made by us on the basis of tests carried out in the laboratory or containing recommendations based on our experience are not binding upon us in respect of these tests or recommendations which do not constitute performance guarantees.
Similarly, the dynamic load characteristics of our equipment are communicated on a strictly indicative basis and the company may under no circumstances be held liable for the consequences thereof.
Drawings and diagrams submitted with offers remain the property of the company which reserves the right to destroy them if no order requiring their use has been placed within 24 months following the transmittal thereof.
Where orders are placed from catalogues, the information contained in the latter is given on a strictly indicative basis, and the company reserves the right to modify its equipment relative the models presented in order to make any improvement deemed necessary.
Our prices are quoted net, free of any tax or charge of any kind, ex-works, in bulk on transport vehicle in the case of machines and, for spare parts only, inclusive of packing unless otherwise stipulated. Any special packing requested by the buyer will be to the latter’s exclusive charge.
The company reserves the right to amend its prices between the time of offer and time of order to take account in particular of exchange rate fluctuations, changes in customs tariffs and any taxes or duties, wage increases, etc.
DELIVERY – COMPLETION PERIODS – FORCE MAJEURE – RISK – TRANSFER OF OWNERSHIP
Unless otherwise stipulated in writing, delivery periods are given on a strictly indicative basis and failure to comply therewith will not confer any right of recourse on the buyer.
Where firm and binding delivery periods are stipulated, the company will however be discharged from any liability whatsoever in case of war, strikes, lock-outs, bad weather, and generally for any cause posing an impediment to the receiving of raw materials, fuels and supplies, to normal production, or to the despatch or transportation of equipment and, in general, for any cause beyond the company’s control, which for the purposes hereunder are deemed to be cases of force majeure.
In all cases, the company reserves the right to cancel the orders or to delay the fulfillment thereof.
These causes may not be cited by the buyer as grounds for claiming compensation or for cancelling the order except in the latter case if the delay in delivery thus caused exceeds six months.
Our equipment is delivered at our works, unless otherwise stipulated in writing.
All risks in the equipment are borne by the buyer at the time of handover at our works, even in the case where shipping is to our charge.
The buyer will be notified by registered letter at least three days in advance that the goods are available at our works, unless it has given particular prior shipping instructions.
If shipping is delayed for reasons attributable to the buyer or refusal on its part to take delivery of the equipment, the company reserves the right to invoice the buyer for all costs incurred for warehousing of the goods.
The equipment will be insured against transport risks by the company but at the buyer’s cost.
Title in the equipment will only be transferred to the buyer when the latter has remitted payment of the price in full. Until such time as payment of the price for delivered equipment has been remitted in full, the buyer is required at all times to affix a visible mark on the equipment indicating that it remains the property of the company. The company may repossess equipment remaining its property in case of default on payment by the buyer at the due date.
Our equipment is subject to detailed checks and, where appropriate, undergoes standard tests before handover to the buyer. Where the buyer requests the performance of special tests in its presence or in the presence of its representative, these will be included and invoiced accordingly.
In the event that seven days following the transmittal of notification by the company that the equipment is ready for testing, the buyer or its representative fails to appear at the place appointed for the tests, the company may proceed with the tests so arranged, which will be deemed to have been witnessed by the buyer, and the latter will then be deemed to have waived any claim in respect of any problem that may have been found during these tests.
CLAIMS – GUARANTEES – MAINTENANCE
Our equipment will be approved at our works before loading, unless otherwise stipulated in writing.
No claim will be accepted unless made by registered letter transmitted within eight days following the date of approval of the equipment and before any use thereof is made.
The company guarantees its equipment against faults and hidden defects found after approval, for a period of twelve months from the date of start up, maximum eighteen months from the date of despatch. This guarantee is limited to the replacement of equipment recognised as defective, at the company’s cost (including labour), without any other compensation of any kind whatsoever, and the replaced items will remain the property of the company.
However, this guarantee will only apply on condition that:
- the equipment has been used by the buyer according to the purpose for which it was ordered.
- the equipment has been used by the buyer strictly in compliance with the recommendations and instructions contained in the operating manual issued by the company to the buyer.
- the buyer has notified the company of the fault or defect within the first few hours of its discovery.
- the fault or defect is not the result of negligence or failure on the buyer’s part to maintain the equipment.
No goods may be returned to the company without its prior agreement in writing.
This guarantee does not cover the work carried out by the company on equipment submitted by the buyer and for which the company will bear no liability.
In no case may the buyer claim compensation from the company for loss of production or for any reason whatsoever as a consequence of defects in our equipment.
Where equipment is repaired or maintained by a company technician, the latter must receive from the buyer all necessary assistance in terms of labour and facilities, and will also be afforded ease of access to the equipment.
Our invoices are payable at the address of the company’s head office with no exemption of any kind, irrespective of any particular conditions of payment provided for each contract.
Without any formal notice being required, any sum not paid by the due date will attract interest at the rate of 1.5% above the official bank rate in Belgium for government bills other than treasury certificates, applicable at the due date.
The interest will be calculated in periods of 15 days, each part period being deemed due.
Independently of this conventional interest for delay, the amount of any invoice outstanding one month after its due date will be automatically increased by 15% by way of a fixed and irreducible penalty clause.
When our equipment is sold forward, whether or not the deliveries are staggered over a period of time, against the submission of banker’s drafts or bills accepted by the buyer, failure to pay all or part of any accepted instalment at the appointed due date will immediately render the outstanding balance payable, without prior notice.
In case of non-payment by the due date we will also have the right to terminate contracts in progress for the equipment remaining to be delivered, without any formality and subject to compensation.
The company may also stop any further delivery and claim immediate payment for equipment already delivered if it appears that the buyer’s financial situation is subject of discussion.
By joint agreement and by way of non-limitative examples, circumstances in which the buyer’s financial situation is subject of discussion are deemed to be:
- where the buyer allows a bill to be protested in its name
- where the buyer is unable to honour payments claimed by its creditors
- where the buyer seeks to enter into a general deferred payment agreement with its creditors.
Where it is agreed that the buyer will pay for the equipment by means of an irrevocable documentary credit, the company will only commence manufacture of the equipment after it has received a letter of credit containing details compliant with the conditions demanded by the company.
Where equipment is installed wholly or partially under the supervision of our engineers and/or technicians, the customer will be required to provide the unskilled labour, facilities and materials necessary for the installation work in situ.
The customer will be solely responsible for the cost of any modifications to its buildings necessitated by the installation or erection of the equipment. The same will apply to the cost of any scaffolding, excavation, foundation, masonry work, etc.
The customer will be responsible for the security, safekeeping and surrender of equipment and tools left at its premises by our technicians when they are absent or during interruptions in the installation work.
Unless our prices include installation and startup of the equipment, this work will be carried out by our technicians and will be paid for by the customer at the hourly rate applicable during this phase. Their travelling expenses and a subsistence and accommodation allowance, where applicable, will also be charged to the customer.
The courts of the district of Nivelles will have sole jurisdiction to settle any disputes that may arise between the company and the buyer.
However, where is deems necessary, the company may assign its debtors to their place of residence or to their principal office in Belgium or abroad.
In case of dispute, the French language text of the general conditions of sale has sole validity.