General conditions of sale VELDA CABLE TECHNICS NV
1. Application conditions
The present general conditions of sale apply to the seller, that is Velda Cable Technics NV, with registered office at Belgium, Klein Frankrijkstraat 24, 9600 Ronse, and registered with the Register of Legal Persons under number 0447.756.948 and with the VAT-authorities under number BE 0447.756.948.
These general conditions of sale shall apply to all legal relations in which the seller acts as seller of goods and/or services. The other party is supposed to know and accept the general conditions of sale.
The other party is supposed to be a commercial trader, unless explicitly stated counter evidence. The applicability of the general purchase/sales conditions used by the other party is expressly rejected. Except for explicit, exceptional and written agreement, the present general sales conditions are valid on all (contractual) transactions. The general conditions of sale may only be deviated from in writing, signed by seller's authorized organ for the external representation. In case of litigation on the interpretation of various texts, the Dutch text of these general sales conditions prevail over any translation thereof.
2. Conclusion of the contract
A sales transaction takes place only after the written confirmation of the other party's order by the seller. Starting to execute the order is considered to be a confirmation. The seller may be held liable to the other party only based on the prices, tariffs, delivery terms and sales conditions stated in the contract.
3. Offers
All publications and communicated information don't form an offer and are not binding on the seller. The illustrations, dimensions, weights and techniques, as stated in the catalogue, are for information purposes only. They are not intended to be nor do they constitute a contractual agreement. Unless if expressly stated otherwise, offers are valid for one month. Purchase orders are binding on the seller only after written confirmation by the seller.
4. Prices
Unless otherwise stated by written agreement, all prices of the goods quoted are exclusive of VAT; all deliveries will be executed on an EXW basis. The other party is responsible for all duties, levies and any other outlays, including any taxes during the execution of the order.
5. Price increase
In the event of an increase of the costs of one or more elements, after the acceptance of the order but before the delivery, the agreed prices may be revised upwards, even in the case of foreseeable causes. Communication of the price increase will be given at the other party at the latest on the day of delivery. If the price increase exceeds 10% the customer has the right to withdraw from the contract by written confirmation, at the latest 15 days after the seller’s communication of this price increase. This can only happen if the seller hasn’t yet made any commitments to his own suppliers. In case of a price increase the seller shall never be obliged to pay any compensation.
6 Payment
Unless if expressly stated otherwise on the invoice, payments executed within the Belgian territory are due cash at the seller’s head office, or on the seller’s bank account. Payments executed outside the Belgian territory are due via bank transfer on the seller’s bank account.
Unless if agreed otherwise, invoices are payable 30 days from the invoice date, and are not subjected to any reduction, cancellation or compensation. Payment shall either be made through bank transfer based on a pro-forma invoice before the execution of the order or cash at the seller’s head office if the supplier is a foreign customer, a new customer or a natural person who is not acting in the course
of carrying out a business or professional activities, unless agreed otherwise with the seller. No (foreign) cheque or bill of exchange will be considered as fulfillment of the payment, unless otherwise agreed to by the seller.
Non-payment of an invoice by its due or agreed expiry date will result in all outstanding invoices becoming immediately due and payable, as of right and without prior notice of default, regardless of agreed or authorised payment conditions. All payments will first be offset as payment against the longest overdue invoices, and there-after as payment against interest charges and any other costs. The seller has the right to cancel the complete agreement or part of it, notwithstanding his right to complete compensation, in case other orders still needed to be executed.
In the event of non-payment by the due date the seller reserves the right to consider all outstanding amounts immediately due and payable.
7. Damage claim and interests
In the event of non-payment or partial payment of the invoice by the due date, interest will be due at a rate of 10% per year, as of right and without further notice of default, as from the invoice due date. Over and above this, a penalty of 10% of the outstanding amount will be payable, with a minimum of 125 €, to compensate for the nuisance and the juridical and extra-juridical costs the seller incurred to collect the payment, even if terms of respite are granted.
Non-payment or partial non-payment of an invoice by the other party on the due date is cause for immediate claim by the seller of all other outstanding invoices or claims. In this case, an indemnity of 10% of the total price of the order will be due to the seller.
Upon default by the other party in any of the terms of a contract, or failure to comply with any of the conditions hereof, or upon any legal process, if the other party is subject to any legal change or becomes bankrupt or insolvent, the seller is entitled to cancel unilaterally and without any prior notice the purchase order or any other current agreements between both parties in whole or in part, as of right, without notice of default and retains the right to take back the delivered goods. The full amount of any claim then remaining unpaid shall at once become due and payable at the option of the seller. In this event, the other party will under no circumstance be entitled to any indemnity.
The seller reserves the right to prove the damage actually suffered, making use of all means of common law.
8. Cancellation
The seller shall be entitled to an indemnity of 20% of the total selling price if the buyer cancels an order, which the company has accepted, without prejudice to the seller’s right to claim higher compensations. In the event the seller takes back goods that had already been delivered, this indemnity will be 25%, increased by the transport costs and by the delivery costs (if these would have been paid by the seller) without prejudice to the seller’s right to claim higher compensations.
9. Delivery times
The delivery times are stated in the contract and should enable the seller to deliver the ordered goods and/or services. When no delivery time is stated, it will be fixed upon 4 months.
The agreed times for delivery, and in the event there is no agreement, the delivery and execution times as fixed above, are provided as estimates only and are not binding. In no case can delay of delivery of goods and/or services be a cause for a claim in compensation, penalty or cancellation of an order. Exceeding a term of delivery will never entitle the other party to damages, dissolution of the contract or any other action against the seller.
Delivery of the goods takes place upon departure of the goods at the seller’s head office or at one of his suppliers’, in the event the delivery is organized as such. In any case, the seller won’t warrant the transport of the goods delivered.
The seller won’t be held responsible for any indirect damage, that may arise from delay of delivery or non-delivery.
10. Delivery risk
The goods travel at the risk of the other party. Delivery is FCA, place of delivery is the head office of the seller, unless explicitly agreed otherwise in writing. FCA shall have the meaning given to it in INCOTERMS 2000. Transport of the goods will be at the buyer’s full responsibility, risk and expense. The seller assumes no responsibility on this matter.
11. Retention of title
Goods supplied and/or services delivered remain the property of the seller until complete and effective payment of the price, including both principal and accessory interest charges, costs and taxes, even in the event the goods have been processed, used or resold to third parties. Nevertheless the other party shall bear any possible risks the goods could suffer, including coincidence and force majeure, as the goods leave the seller’s head office. In case of non-payment on the due date, the seller retains the right to take back the goods delivered, without prejudice of his right to damages. All costs
connected with the recovery of the goods shall be for the other party’s account.
12. Force majeure
In case of force majeure the seller shall be entitled either to suspend execution of the contract or cancel it, in whole or in part, without being obliged to pay any compensation, costs, damage and interest charges etc to the other party.
Are considered as force majeure (non-exhaustive list) among others: strike of personnel, interruption of supply of raw materials, strike, lock-out, fire and production or transport delays, or any other circumstances beyond the seller’s control, regardless whether this force majeure occurs with the seller or one of his suppliers.
13. Complaints and defects
The other party must inspect the goods and/or services supplied upon delivery. Defects that are noted after delivery are considered to have been non-existent upon delivery and/or to have occurred due to wrong manipulation by the client, until buyer is able to provide evidence to the contrary.
Any complaints with regard to non-conformities shall be submitted in writing by registered letter within 8 days of receipt of the goods and prior to any handling or reselling of the goods by the buyer. In both cases post stamp is delivered as proof.
The seller will not be held responsible for any invisible defects nor for any visible defects that were not noted and submitted by the buyer following the provisions included in clause 14 of the present conditions. The seller shall be released from any liability about any direct and consequential damages caused by the goods.
Any claim of the buyer shall extinguish after the buyer has put the goods to use, processed of treated them after delivery.
Complaints shall give the other party no right to suspend payment obligations to the seller.
If a complaint is justified, the seller can choose either to take back the goods and replace them by similar goods or to credit the other party for an amount equal to the price owed by the other party for the rejected goods. The seller will not be bound to pay any other compensations and interest charges. Goods may not be returned to the seller without his prior written consent and permission. All costs in connection with returning of goods shall be at the expense of the other party, unless the seller gives prior consent.
14. Liability
The seller shall not be held responsible for any damages that arise from the execution of the order, the delivery of faulty goods due to applications, treatments or storage of the goods.
The seller won’t analyze the circumstances and purposes the goods will be used for and won’t be rendered liable or be bound by any warranty regarding the usability of the delivered goods for the purposes meant by the other party. Moreover, the seller won’t be responsible for the returning of goods.
The seller will not be responsible for any direct or indirect damages that the buyer suffered, as a consequence of the supply of temporary or permanent faulty products including damages for loss of production, supplementary salary costs or loss of profit.
Seller shall not be responsible nor be held liable for any damage to the goods arising from the misuse, the improper maintenance, the reparations and/or modifications executed by the other party, or in general from the negligence or improper handling by the latter. The other party shall release the seller from any claim or complaint by its own purchasers, on whatever grounds, and shall be obliged to inform its own purchasers of this release.
In any event, the seller’s responsibility is limited to an amount equal to the invoiced amount, VAT not included, of the delivered goods.
15. Applicable law and competence
All legal relations between the seller and the other party are governed by the Belgian Law, without prejudice of the seller’s right to apply the national residence law which is applicable at the head office, administrative office, registered office, subsidiary or office of the other party.
Any disputes fall within the exclusive competence of the courts of the legal district of Oudenaarde (in particular the Oudenaarde Commercial Court and the Oudenaarde Magistrates’ Court) without affecting the seller’s right to have the dispute heard by the courts of the district of the other party’s head office, administrative office, registered office, subsidiary or office.
Nevertheless the seller retains the right to put the dispute before an arbitration board. The arbitration board will comprise three arbitrators - two arbitrators being appointed by both parties, the third one being appointed by the president of a commercial court appointed by the seller - who are authorized to act as good arbitrators in reaching a decision on the dispute which will be binding for both parties.
16. Validity
If any of the present sales conditions is found invalid by law, the other conditions will remain valid, enforceable and in full force and effect. The invalid sales condition will be substituted by a valid and similar sales condition of like economic intent and effect.