GENERAL SALES CONDITIONS (EXPORT) |
1. General
The vendor shall not recognise any amendments or additions to these contract conditions, which apply to all offers and contracts, to the exclusion of any general conditions of the customer. No account shall be taken of any promises or undertakings and/or conditions to the contrary, even if made by a representative, agent or distributor of the vendor, which have not been confirmed in writing by general management. Any disputes regarding the performance of the contract that are not governed directly or indirectly by these sales conditions (including the special conditions) shall be settled in accordance with the United Nations Convention on international sales contracts for moveable property drawn up in Vienna on 11 April 1980, hereinafter termed the Vienna Sales Convention, insofar the dispute cannot be settled under the national law of the country in which the vendor has his head office. When trade terms or commercial clauses are referred to, they shall have the meanings defined by the latest INCOTERMS issued by the International Chamber of Commerce.
2. Establishment of the contract
By signing the order form, the customer places an irrevocable order. Such orders shall only be binding for the vendor, including those placed through an agent or distributor of the vendor, when the vendor formally accepts them himself. A refusal to accept an order may not give rise to a claim for compensation, not even when contracts are concluded between the parties at regular points in time.
3. Delivery conditions
Delivery shall take place at the office of the vendor and shall be ex-works. The risk shall be transferred to the purchaser as soon as the goods leave the warehouse of the vendor. A partial delivery shall be considered to be a single transaction. The vendor undertakes to observe the delivery periods insofar possible. The delivery periods are indicative only and are not binding. A delay in delivery, irrespective of the cause, may not give rise to any compensation, nor to the cancellation of the order. Any delay caused by force majeure (e.g. but non-exhaustive: forcible closing of our factories, strikes, lock-outs, riots, fires, accidents to machines or buildings, war, insufficient supply of fuel or raw materials, dictated transportation delays, and any other cases of absolute necessity which may hamper production and/or delivery of the goods) shall suspend the delivery period for the period of force majeure. 4. Departures and quantities
Small departures to the quality, quantity, size, colour, finish, etc, that are technically unavoidable or considered to be allowable in the paper, cardboard and plastic industry shall not be grounds for complaints. The purchaser accepts that they may occur and that they shall not diminish his contractual obligations. With specific orders, the vendor reserves the right to make delivery of 15% more to 15% less than the ordered quantity. Orders from stock shall be considered to have been completely supplied with a margin of 10% more to 10% less than the ordered quantity.
5. Prices
All specified prices (whether specific, from price lists or other documents) are without obligation and may be changed without prior notice for as long as a contract has not come into being. Without prejudice to agreement to the contrary, the prices of the vendor shall be used that apply at the time of the contract coming into effect. These prices are ex. VAT. If, however, the goods and/or services are supplied in a period exceeding three months, starting from the contract coming into effect, as well as in the event of postponement of delivery on the request of the purchaser, for whatever reason, the vendor reserves the right to adjust his prices to the price in force on the day of actual delivery. When the vendor can demonstrate that certain costs (transport, import and export duties, taxes, etc) have risen between the time of the contract coming into effect and the time of the delivery of the goods, he shall also be entitled to adjust his price accordingly. Such price adjustments may not be invoked as a reason to cancel the contract.
6. Payment conditions
Unless agreed otherwise, all invoices shall be payable at the registered office of the vendor within thirty (30) days of the invoice date. Any delay in payment on the agreed due date shall, as of the next day, give the vendor the right to the payment of interest, automatically and without a prior default notice, at the reference interest rate plus seven percentage points, rounded to the higher half percentage point, as specified by the Belgian Finance Minister in execution of the Belgian Act of 2 August 2002 to combat payment arrears in commercial transactions. Moreover, it is expressly agreed between the parties that in the event of unjustified non-payment 15 days after a default notice has been sent, compensation shall be due, as a fixed and irrevocable penalty, equal to 15% of the outstanding balance, with a minimum being the amounts stipulated in articles 1022 of the Belgian Judicial Code. This compensation is intended to cover the additional costs of the vendor inherent to collecting the claim, without prejudice to the right of the vendor to claim compensation for all other damage that he may have suffered as a result of the non-payment of the invoice on the agreed due date. The payment of the invoices of the vendor with bills of exchange or other commercial paper shall not result in novation. In the event of late payment or non-payment, the vendor shall be entitled to suspend other deliveries or claim additional guarantees before making further deliveries and/or the vendor shall be entitled to have his goods returned from the place where they are located, and this to the charge of the vendor. In this respect, the purchaser grants irrevocable authorisation to the vendor (or people acting on his behalf) to enter the premises used by or for the purchaser. In such a case, the sale shall be automatically considered void, subject to notification from the vendor by registered letter, without a prior default notice being required. If the vendor uses this option, all amounts paid by the purchaser shall be acquired by him as a fixed and irrevocable penalty, if there are grounds to this end. If the vendor cannot take back the goods due to the fault of the purchaser, this last-mentioned agrees to compensate the vendor by an amount of 25 € per day of delay, until full settlement has taken place, without prejudice to any compensation that might be due.
7. Preservation of ownership
Without prejudice to the transfer of the risk in accordance with art. 5 of these conditions, the vendor shall retain ownership of all goods supplied or to be supplied, until all performance and payment obligations due by the purchaser to the vendor for all goods or services supplied or to be supplied have been settled in full. For as long as the goods supplied belong to the vendor, the purchaser may not pledge, sell or transfer the goods. In the event of the goods being seized, or if they are at risk in another way, the purchaser must immediately inform the vendor of this by notifying him of the seizure report and all other information and documents that are of a nature to protect the interests of the vendor. If the purchaser fails to observe the requirements of this article, the vendor shall be entitled to have the goods belonging to the vendor returned from the place where they are located, himself and to the charge of the vendor. In this respect, the purchaser grants irrevocable authorisation to the vendor (or people acting on his behalf) to enter the premises used by or for the purchaser. In such a case, the sale shall be automatically considered cancelled, subject to notification from the vendor by registered letter, without a prior default notice being required. If the vendor uses this option, all amounts paid by the purchaser shall be acquired by him as a fixed and irrevocable penalty, if there are grounds to this end. If the vendor cannot take back the goods due to the fault of the purchaser, the latter agrees to compensate the vendor by an amount of 25 € per day of delay, until full settlement has taken place, without prejudice to any compensation that might be due.
8. Complaints and liability
All statements, technical information and recommendations from the vendor about his products are obtained from tests believed to be reliable. However, they are provided as a guide only and do not constitute a warranty of any kind. The vendor therefore undertakes no responsibility either for the result deriving from their adoption or for any claims or liability arising from the use of the material. Because conditions of use are beyond the vendors control, all products are sold with the express understanding that the purchaser has independently determined the suitability of such products for its purpose. No salesman, representative or agent of the vendor is authorized to give any guarantee or to make any representation in addition or contrary to the above. The purchaser shall verify the products as soon as they arrive at their destination. Visible defects shall be covered by the purchaser taking receipt of the goods without reservations. Any complaints concerning damage or the quantity supplied must be submitted by registered letter within 8 days of receipt of the goods. If this period is exceeded, the right to complain shall lapse and the goods shall be considered to have been supplied compliant. Moreover the right to complain shall lapse if and as soon as the purchaser has worked or processed (part of) the goods supplied. Under no circumstances may the vendor be bound to provide a guarantee for hidden defects after a period of two months from delivery. If the vendor finds the complaint to be grounded, he may never be bound to more than the replacement of what has been supplied, without the purchaser being able to claim additional compensation.
9. Jurisdiction
The parties expressly agree that Belgian courts shall have jurisdiction over any disputes relating to this contract, in particular the courts of Brussels, and if applicable the Justice of Peace of the district of Lennik. |
