1. The subject matter shall be defined in an appendix to the sales contract: any changes or additions shall require written form and customer-specific requirements in the processing of the tools, particularly with regard to tolerances and production times
2. Prices are in euros, exclusive of VAT. Written agreements to the contrary remain reserved.
3. Payment shall in principle be made in accordance with the terms of payment and within the agreed periods (advance payment and balance), in the agreed currency, without deduction.
4. Payments made by the Buyer shall be deemed to be fully cleared when they are credited to the Seller’s account.
5. The buyer undertakes to pay the purchase price and the advance on the due date. Payment must be made within 30 days of invoicing or on the due date specified in the agreement.
6. In the event of late payment by the buyer, the seller may postpone the performance of its own obligations until the amounts due have been paid.
7. The buyer shall also be in default of payment without a reminder from the agreed due date and shall owe default interest of at least 10% per annum. All notification costs and any procedural, legal and judicial costs shall be borne by the buyer.
8. In the event of late payment for a delivery that is not yet in the possession of the buyer, the seller has the right to terminate the agreement in writing and to claim damages.
9. In the event of non-timely payment of a delivery item already in the buyer’s possession, the seller shall be entitled to rescind the contract or to demand immediate payment of the full remaining amount. In case of dissolution of the purchase agreement by the seller, the buyer undertakes to return the delivered goods immediately and free of charge to the seller.
10. The buyer acknowledges that the seller is the owner of the delivery item until its full payment. The machines/material remain the full property of the seller until their full payment, including any interests and damages. All risks concerning the purchased goods are always immediately transferred to the buyer. In addition, the buyer agrees to a lien on these goods until their full payment. In the event of non-payment by the due date, the sale may be regarded by us as terminated by operation of law without notice. The goods remain the property of the seller until full payment of the price. All risks are borne by the buyer. The seller shall be entitled to retain the advances as possible compensation for the buyer’s default.
11. Until the transfer of ownership, the buyer is not entitled to pledge, resell or have the delivered goods transported to other places without written permission.
12. The buyer is obliged to immediately inform the seller of any change of address.
13. The buyer undertakes to treat the delivered goods with the greatest possible care in accordance with the instructions and to carry out the usual maintenance and service work planned by the manufacturer.
14. The purchaser shall be obliged to insure the delivered goods appropriately against fire, damage caused by natural elements, machine breakage, immobilisation, etc., with a recognised insurance company established in Europe, before taking delivery and until full payment is made.
15. The delivery and/or execution deadlines communicated by the seller are purely indicative and depend among other things on the availability of the equipment at the manufacturer. Delays in terms do not entitle the buyer to cancel or change the terms of the agreement, nor to any compensation. The Buyer’s claims for damages in this respect are not enforceable against the Seller.
16. In case of delay in delivery due to one of the exceptional circumstances mentioned in article 17 at the level of the seller or place of delivery, the delivery time will be extended by the duration of the delay caused.Any compensation from the seller for direct or indirect damages caused to the buyer is excluded.
17. The following unforeseen events shall be considered as grounds for exemption for the seller or the seller’s place of delivery, if they occur after the conclusion of the contract and constitute an obstacle to the performance of the contract: all circumstances beyond the control of the parties that can be qualified as force majeure, such as war, labor disputes, insurrection, fire, government requisition, embargo.
18. If the buyer does not accept the delivery on the date agreed in the contract, he shall still be obligated to make payments, depending on the delivery dates, as if the delivery had been made. The seller shall be responsible for the storage of the delivery item at the expense and risk of the buyer.
19. If, despite a reminder letter, the buyer does not accept the delivery within an acceptable period of time, the seller has the right to withdraw from the contract and demand compensation. The seller shall be entitled to rescind the contract and claim damages. The buyer may not refuse acceptance on the grounds of an insignificant defect.
20. All complaints not excluded by our general sales conditions must be made in writing within 15 days from the date of receipt of the equipment. Reaction to a late complaint does not imply renunciation of this provision and is always subject to all rights and without prejudice. No complaint, even if justified, shall allow the buyer to postpone payment or change the terms of payment.
21. All complaints on invoices must be made in writing within 15 days of the invoice date. Here too, a response to a late complaint does not imply renunciation.
22. A guarantee is provided against hidden defects in accordance with articles 1641 and following of the Civil Code. However, the seller’s liability shall always be limited to direct material damage with the explicit exclusion of any form of indirect and/or immaterial damage such as loss of profit, loss of an opportunity, but without being limited to this. The customer has a period of 15 days from the discovery of such a hidden defect to notify the seller of its existence by registered letter. The above warranty never applies to second-hand material that is always sold in the condition in which it is found, as known to the buyer. Except in the case of a prior written agreement with the seller, the warranty is only applicable on Belgian territory and during normal working hours. The warranty can only be invoked by the buyer insofar as he has paid the full amount of the original invoice. The warranty covers all defects in the material or the manufacture of the equipment, as well as any intervention, but only for the following warranty period:
- 12 months from the date of delivery for machines, engines, equipment and accessories.
- 12 months for spare parts, replacement parts and tools, starting from the date of their sale, and 3 months for interventions, starting from the date of their execution.
The repair or replacement of parts carried out under warranty can under no circumstances lead to an extension of the warranty period for the other components of the equipment.
23. The warranty only covers the cost of repair or replacement and the amount of the intervention can never exceed the price paid by the purchaser for the equipment or for the intervention. Moreover, it may under no circumstances give rise to the payment of any other indemnity. The warranty does not cover the cost of transporting the equipment or the defective parts, the cost of returning the equipment or the repaired or replaced part, or the travel and/or accommodation expenses of the vendor’s technicians.
24. The warranty is excluded in the following cases:
- damage and wear and tear resulting from any inappropriate use of the equipment or use not in conformity with the manufacturer’s instructions, whether by the purchaser himself, his subordinates or a third party, regardless of whether they were authorised by the purchaser;
- damage and wear and tear resulting from any modification or special assembly of the equipment, whether correct or incorrect, except where such modification or assembly is carried out by the vendor;
- damage and wear and tear resulting from repair or replacement of parts carried out on the equipment by the purchaser and/or by third parties not authorised by the vendor;
- defects due to fortuitous events, force majeure or in case of concurrence of causes;
- normal wear and tear, breakage due to misuse, vandalism, negligence, lack of supervision or maintenance;
- when using the equipment contrary to the manufacturer’s and/or seller’s recommendations;
- by use of incorrect or contaminated fuel, negligence of closing oil tank, diesel tank and radiator causing contamination and failure of the machine;
- for bodywork and lighting
- customer-specific needs/options;
The guarantee granted is only valid provided the equipment has been properly maintained.
25. The vendor’s liability is excluded in the following cases: (i) if the equipment is used in circumstances that do not conform to the manufacturer’s and/or vendor’s recommendations, (ii) in the event of defective maintenance of the equipment or defective operation, (iii) in the event of damage that is partly or wholly attributable to the purchaser or a third party and (iv) in the event of force majeure.
26. In addition, the seller’s liability shall always be limited to proven physical and/or proven direct material damage suffered by the buyer, the customer’s staff or third parties that is directly related to a serious fault on the part of the seller within the limits set out below, unless the damage would also have occurred in the absence of the seller’s fault.
27. In the event of direct material damage, the seller’s liability per claim shall be limited to a maximum amount corresponding to the value of the equipment. The Buyer shall indemnify the Seller against any claim, in particular any claim by a third party, which exceeds the aforementioned maximum amount.
28. The seller can never be held liable for any indirect and/or immaterial damage suffered by the buyer, the buyer’s staff or third parties in the execution of his services, such as, but not limited to, loss of profits, loss of customers, loss of operational profit. The Buyer, as well as its insurers, waive all recourse against the Seller to obtain compensation for the pecuniary consequences of such damage and indemnify the Seller and its insurers against any claim made by third parties in respect of the aforementioned damage.
29. Drawings, technical documents, software, etc. made available to the Buyer before or after the conclusion of the agreement, which may be used for the manufacture or operation of the delivery item or some of its components, shall remain the exclusive property of the Seller. Without the latter’s consent, the Buyer may not use, copy, reproduce or give them to third parties. If a contract fails, the Buyer undertakes to return all these documents to the Seller.
30. Should certain provisions of these General Terms of Sale or of the contract be wholly or partially invalid or obsolete, the contracting parties undertake to replace them with valid regulations, without prejudice to the validity of the remaining provisions.
31. This contract shall be governed by and interpreted in accordance with Belgian law. The Courts of the judicial district of Brussels shall have exclusive jurisdiction over any dispute arising in connection with, or as a result of, the creation, execution or interpretation of this agreement.