General Terms Of Sales

1. Application
Our general conditions of sale and delivery, as mentioned below, as well as our special conditions, are deemed to have been accepted by the buyer, even in the event they would be contrary to the general or special conditions of this buyer.

2. Undertakings
* All offers, even if drafted in the form of a pro forma invoice, as well as any undertakings made by our delegates and representatives are free of engagement.
* The price indicates are valid only in case of acceptance of the offer within 14 days.
* Any sale is final as soon as the buyer or the contractor has signed the order form or accepted the order confirmation.
* The seller reserves his right not to execute orders without compensation, subject to informing the buyer thereof within fourteen days from receipt of the order.
* The buyer is solely and fully liable, without limitation, both vis-à-vis the seller as vis-à-vis third parties, for all consequences of any cancellation of an order before execution thereof and/or its breach during the execution.

3. Delivery time
* Delivery times given are approximate and are not binding for the seller, unless provided otherwise in the special conditions.
* In the latter case a delivery will be deemed timely either when the goods have been shipped by the seller during the delivery time or have been declared ready for shipment or inspection.
* If during the delivery time the buyer does not meet his obligations or has delayed execution of delivery in any way, the seller will have the right to extend the delivery time, unless he prefers to dissolve the contract.
* The buyer can only claim damages for the seller's not respecting the indicated delivery time if this has been agreed expressly and even in the event of a delivery time subject to suspensive conditions the seller will reserve his right to postpone or suspend delivery in case of force majeure.
* Where delivery already took place non-acceptance or return of the order, for whatever reason, cannot give rise to payment by the seller of any damages or fine, of whatever nature.
* Moreover, the buyer shall not have the right at that moment to provision himself elsewhere at the expense of the seller.
* Any order, to be executed on demand, is deemed to have been made for a maximum period of 12 months, to be shipped in approximately equal monthly instalments. Any delay in delivery due to a fault of the buyer shall give the seller the right to proportionally extend the final instalment or to consider the delayed order as cancelled, or to invoice the goods and keep them at the disposal of the buyer. Any contracts on demand must always mention the quantities accurately.

4. Guaranties by the buyer
* If, before delivery, the seller has a valid reason to believe that the buyer will not be able to fulfil his payment obligations, he will have the right to request a guaranty from the latter.
* The seller will have the right to dissolve the sale if the buyer fails to supply a guaranty.
* Moreover, in the event the payment conditions are not respected by the buyer, in particular as concerns payment of down payments, the seller has the right to stop delivery.

5. Shipment of goods
* The seller's shipments are deemed to have been accepted in his warehouses and are therefore shipped at the addressee's risks, even if shipped carriage paid.
* The seller will insure the goods against shipment risks only at the buyer's expense in the event this has been specially agreed in writing, it being understood that the insurance premium shall not be included in the price.
* The buyer is obliged to supply correct shipping instructions as soon as the goods are ready. If delivery is to take place FOB, the buyer will put at the seller's disposal the required space in the ship's hold at the agreed time and must take care that the goods are forwarded immediately after their arrival. If the buyer fails to do so, all costs, fees, etc. that may be caused by any delay shall be for the exclusive account of the buyer.

6. Acceptance of order
* Any complaints concerning the shipment of the purchased goods shall be accepted only if made within fourteen days from delivery or when the ordered goods are made available and are to be mailed to the seller by registered letter.
* No complaint can be accepted after the goods have undergone any processing.
* The seller's goods are sold under a six months' warranty if installed and used correctly.

7. Payments
* Unless agreed otherwise, all invoices are payable thirty days from the invoice date, net without discount, at the seller's registered office.
* Non payment of an invoice on its due date renders the balance of the account payable immediately, irrespective of the payment time granted and gives the seller the right to dissolve any purchase that has not been delivered yet and suspend any shipment relating thereto.
* The above rules apply also to different deliveries in execution of a single order.
* If payment is to be made against bill of lading, the bill of lading is to be issued in the name of the seller or in the name of an agent designated by the latter.

8. Prices
* All prices are net, exclusive of any taxes, customs duties, transport costs and packaging which are all for the account of the buyer.
* The prices have been determined on the basis of the economic factors, exchange rates, taxes and excise duties applicable at that time and can be adjusted by the seller at any time in order to take into consideration any important changes that may occur in one or several of the above mentioned elements before delivery.

9. Interest and damages
* Any invoices not paid on the due date will produce late payment interest of 12% per annum, without prior formal notice or summons being required.
* Any amount remaining unpaid on the due date will be increased automatically and without formal notice by 20%, with a minimum of € 25 Euro as a lump sum and fixed indemnity for the seller's out of court collection costs without prejudice to any judicial indemnity or legal expenses.

10. Transfer of ownership
* The delivered goods remain the seller's ownership until full payment of the principal amount, the costs and interest.
* In case of partial deliveries the seller shall remain the owner of the goods partially delivered to the buyer until full payment of the full order, even if separate payments were authorised for this partial delivery.
* The buyer will inform the seller of the fact that the goods will be stored in a space leased by the buyer and, if applicable, communicate the identity and the residence of the lessor.

11. Competence
* All disputes concerning the execution of this agreement will be settled under Belgian law.
* The Brussels courts shall be exclusively competent to examine these disputes, unless the seller prefers to summon the buyer elsewhere in accordance with the provisions of the Judicial Code.