ARTICLE 1: APPLICATION OF THE GENERAL TERMS AND CONDITIONS OF SALE
These general terms and conditions of sale (the «General Terms and Conditions») govern the contractual relations for all products sold by UNDRC BVBA (hereafter the Seller) to the Customer.
They are applicable in their entirety for every contract concluded between UNDRC BVBA and its customers in Belgium or abroad irrespective of the delivery location.
The placing of an order implies that the Customer has consulted the general terms and conditions of sale beforehand and consequently has automatically approved them irrevocably and unconditionally.
No deviation can be allowed from these General Terms and Conditions, save for what has been accepted expressly in writing by UNDRC BVBA. Every condition set by the Customer in its general purchasing conditions or in any other document which is contradictory to these General Terms and Conditions will not be enforceable against UNDRC BVBA.
These General Terms and Conditions constitute an essential part of the acceptance for entering into undertakings with UNDRC BVBA. The fact that the Seller does not invoke one of the provisions of these general terms and conditions of sale at some point may not be interpreted as a refusal to invoke one of these provisions later on.
Where different translations of the General Terms and Conditions exist the Dutch version shall have priority.
ARTICLE 2: ORDERS
Every order placed by the Customer with the Seller is fixed and final upon receipt of the order form and all other media containing reference to an order.
Orders placed by the Customer are only binding for the Seller if they have been accepted by the Seller in writing.
The Seller can refuse, entirely or partially, to comply with the order for the following reasons:
- the Customer refuses to abide by the contractual terms and conditions;
- the information provided by the Customer is incomplete or inaccurate;
- if, when required, the Customer failed to pay a deposit or an advance or it failed to provide a banker’s guarantee if it was required.
The Seller cannot be called to account by the Customer under any circumstances in relation to costs, losses or damage incurred by the latter because the Seller failed to accept a specific order. In case of limited availability of some or all products the Seller is entitled to divide its available stock amongst its Customers in a way it deems fair and it is entitled to accept and carry out the orders accordingly.
ARTICLE 3: PRICE AND PAYMENT TERMS
The goods will be delivered and the installations sited at the specified price and in the way set out in the specifications drafted by the Seller. The prices stated in the specifications are valid 30 days from the date of issue.
Unless agreed otherwise in writing payment will ensue. Payment shall ensue at the Seller’s registered office.
Under penalty of disallowance a protest against an invoice must be submitted within 8 days of receipt.
In case of non-payment of an invoice on the due date, annual interest of 10 % is owed by operation of law and without prior notice of default being required, equivalent at least to the statutory interest in commercial matters, as well as a fixed compensation amount of 10 % with a minimum of 10 %.
However, the Seller reserves the right to demand full compensation for actual damage incurred if this exceeds the amount of the aforementioned fixed compensation amount.
Requirements of guarantees
If the Customer’s credit worsens and in case of earlier unpaid accounts, at its discretion, the Seller can change the payment terms or suspend or cancel the current orders, pending a banker’s guarantee to be provided by the Customer.
In case of non-payment of any amount on any due date the following is expressly agreed:
- the full price will be due and payable in case of staggered payments and this can entail the immediate claim of entitlement to the goods based on Article 5 (clause of reservation of ownership);
- all not yet expired invoices will be immediately due and payable.
If any amount is not paid that must be paid based on these general terms and conditions the current orders will be suspended or cancelled at the Seller’s discretion. The Seller reserves the right to dissolve the sale by operation of law after it has sent the Customer a notice of default in writing by registered letter to no avail.
ARTICLE 4: DELIVERY OF THE GOODS
The delivery periods quoted are for information purposes only and are based on the average anticipated deadline. Possible delays do not give the Customer the right to cancel the sale, to refuse the goods without the express consent of the Seller or to demand reimbursement or compensationof any kind.
In any case delivery can only take place within the deadline if the Customer has fulfilled all its obligations vis-à-vis the Seller.
If they have been agreed, the deadlines shall be extended in case of force majeure or in the following circumstances, such as, in particular: total or partial cessation or interruption of the work by the Seller’s personnel or that of one of its suppliers, subcontractors or carriers because of strikes, lock-out, epidemics, war, repayment demand, fire, flood, production accident, machine or tool breakages, lack of raw materials or absence of any provision required for the manufacture of the products on sale.
The goods are deliverable Ex Works, at the registered office of UNDRC BVBA.
In any case the risks of loss or damage to the sold goods as well as the risks of damage inflicted on third parties will be transferred to the Customer from the moment the goods leave the Seller’s warehouses. If required, delivery shall be effective from the time the products and goods ordered by the Customer are collected by the carrier. The Customer shall ensure that all the necessary insurances are in place.
On the supposition that delivery will be entrusted to a carrier, when the goods are delivered the Customer must inspect the condition, the quantity and the properties of the goods delivered, in the presence of the carrier.
Without prejudice to the action to be taken vis-à-vis the carrier in application of current relevant legislation, in case of visible defects, such as damage, missing product compared to the delivery note, damaged packages, etc. the Customer undertakes as follows: … :
- to supply its handwritten, clear, relevant, precise and full reservation of the right of use, together with its signature on the transport documents and on the delivery note on the day of delivery.
- to confirm this reservation of the right of use to the carrier by registered letter with proof of receipt within three days of receipt of the goods.
- additionally to send to the Seller by registered letter with proof of receipt, at the latest 8 days after delivery, a detailed complaint, containing mention of the product references, any invoices and the clear picture of the circumstances involved.
If this does not happen the Customer is responsible. If the Customer expressly or tacitly renounces these delivery terms the material will be deemed to have been delivered pursuant to the order.
Without prejudice to the action to be taken vis-à-vis the carrier, the reservation of the right of use and/or complaints about visible defects or non-conformity of the goods delivered, quantity or quality compared with what is specified on the delivery note the Customer must:
- notify the reservation of the right of use to the Seller in a clear, relevant, precise and full way within three days of delivery of the goods by registered letter with proof of receipt.
After the aforementioned period of three days every further complaint of any kind will be regarded as null and void.
- account for the actual circumstances surrounding the defects or the non-conformities or anomalies.
- provide the Seller with every opportunity to proceed with ascertaining these defects and/or anomalies. At any rate the Customer will not intervene personally and will not allow a third party to do so.
In the event that a defect is attributable to the Seller, at its own discretion the latter may proceed with repair or replacement of the goods concerned without the Seller being held liable for any consequential loss or indirect damage.
Any defect affecting part of the delivery shall not relieve the Customer from its obligation to pay for material for which there is no dispute.
ARTICLE 5: RESERVATION OF OWNERSHIP
The Seller shall retain the complete and exclusive ownership of the material and the goods that have been sold as well as the installations executed until their price has been paid in full in principal and accessories. Consequently, the equipment sold and the goods sold may not form part of any pledge or pledging until the price has been paid in full. The Customer will, however, in its capacity of owner personally bear responsibility for all risks in the event of damage or disappearance of goods. In the case of the latter it will remain the debtor of the agreed price.
As a consequence of the reservation of ownership the Buyer is prohibited from alienating the goods concerned for payment in full and this shall be on penalty of an additional fixed compensation amount that is at least equal to half of the price of the goods delivered. If the Buyer nonetheless proceeds with alienation of the goods to a third party, it will assign its debt as security to UNDRC BVBA.
Even partial non-payment of the price in principal and accessories, from a due date, notwithstanding any provision to the contrary, authorises the Seller to recover the equipment at the Customer’s after simple notice of default.
If a Customer’s creditor intervenes, in particular in case of seizure of material or in the event of bankruptcy, it must notify the Seller immediately thereof by registered letter with proof of receipt. The Customer will bear the costs arising from the measures that have been taken in order to ensure this intervention is stopped and in particular those concerned with third-party proceedings.
if the clause of reservation of ownership is applied the amounts paid to the Seller shall remain the property of the Seller.
ARTICLE 6: JURISDICTION AND APPLICABLE LAW
This agreement shall only be governed by and interpreted in accordance with Belgian law, notwithstanding any other legal provisions.
Any dispute about the existence, the interpretation or the implementation of the general terms and conditions for which no amicable settlement can be found falls under the exclusive jurisdiction of the courts of law in Brussels, irrespective of the right by the Seller to bring the disputes before any other competent court.