General terms & conditions of sale.

CLAUSE 1. GENERAL

1.1.
These general terms and conditions form an integral part of the agreement and shall apply to all our agreements, which shall consist of but not be limited to supply of goods and services, repairs/interventions and/or execution of work.

1.2.
Deviations from these general terms and conditions can only be made with express written agreement.

1.3.
These conditions shall apply to the exclusion of all other conditions and documents and, in particular, of the general purchasing conditions of the co-contractor. The application of these conditions is an essential condition for the company to conclude the agreement.

1.4.
By entering into or executing the agreement, the co-contractor acknowledges having received the general terms and conditions and that he accepts the same. Tacit acceptance by the customer of our order confirmation shall be considered to constitute acceptance of our general terms and conditions.

1.5.
The present general terms and conditions relate to the sale of goods as well as the supply of services by the company, such as the execution of work and repairs.

CLAUSE 2. PRICES

2.1.
The price quotations shall be non-binding, shall have an expressly determined period of validity and shall be made without obligation. After the expiry of the period of validity, such price quotations shall no longer constitute an offer. A quotation shall also expire if in the meantime, the item to which the quotation relates is no longer available.

2.2.
The price lists, brochures and other information provided with an offer are as accurate as possible, but are only indicative and are purely informative. 
No rights can be derived from the same.

2.3.
The prices are stated in euros and shall always be exclusive of VAT and other taxes associated with the goods sold or the service provided.

2.4.
The company expressly reserves the right to change the prices prior to an order, among other things in view of changes in the law or price changes by its suppliers.

2.5.
Price quotations for services and work (repair work/interventions) shall apply exclusively to the work and services specified in the quotation and insofar as no unforeseen work needs to be carried out. The nature of the work may indicate that additional work is necessary in order to conduct repairs after complete disassembly, inspection and possibly even after partial repair of the equipment. If it appears that the repair works quoted do not yield a satisfactory result, the additional work shall not be covered by the warranty clause and will be charged on the basis of the time spent, and the materials used and consumed will be charged at market rates.

CLAUSE 3. ORDERS

3.1. ORDERS AND CONTRACTS FOR SERVICES
3.1.1.
An order for goods and a contract for services shall only be binding if they are expressly accepted by the company in writing. In the absence of written acceptance by the company, the invoice drawn up by the company will serve as confirmation.

3.1.2.
Orders for goods and contracts for services placed via the customer's usual central purchasing procedure is done purely for administrative reasons and does not in any way affect the company's general terms and conditions.

3.1.3. GOODS
If the co-contractor cancels the approved order for a stock item, compensation amounting to 25% of the order, subject to a minimum of EUR 100, shall be payable. An order for non-stock items can no longer be cancelled after our order confirmation, which shall be irrevocable. If the goods are not accepted by the customer, they will still be charged at 100%.

3.2. SERVICES
On-site interventions
If an on-site intervention is carried out for the repair or inspection of the machines, the existence of the agreement to intervene shall be provided by all means of law, including its execution (including permission to enter the site where the intervention is to take place).
If, when performing a contract for repairs, it appears that the product is irreparable, the co-contractor will be obliged to pay for the services provided. In the absence of a prior price agreement, the services will be charged on the basis of the time spent, and the materials used and consumed will be charged at market prices.

CLAUSE 4. DELIVERY

4.1.
Delivery shall be made to the co-contractor unless otherwise agreed in writing. The delivery date is indicative. Delays cannot give rise to termination of the contract or compensation. If the co-contractor has opted for collection, this must take place at the latest within eight days after written notice. After the expiry of this period, the purchase will be terminated by operation of law and without further formality, and the co-contractor will be liable for compensation in accordance with Clause 3.1.3.

4.2.
Deliveries in Belgium shall be made on "carriage paid to" basis as from EUR 5,000 turnover over 12 consecutive months, and as from EUR 350 excluding VAT per delivery unless otherwise stipulated before execution or delivery. For the delivery of engines, pumps, etc., the delivery conditions and prices shall always be communicated per delivery.

CLAUSE 5. COMPLAINTS

5.1.
The co-contractor shall immediately check the goods upon delivery and the work after execution. Any visible defects must be reported to the company in writing as soon as possible and, under penalty of forfeiture, no later than 5 calendar days after delivery or execution. After the aforementioned period, the company shall only be responsible for hidden defects that render the goods unfit for the use for which they are intended, provided the goods have not been processed in the meantime, and further provided that the company knew or should have known of the defects.

5.2.
The co-contractor must notify the company of the existence of the hidden defect by registered letter no later than 10 calendar days. The warranty period for hidden defects is limited to 6 months for delivered goods and to 3 months for executed work, without prejudice to the provisions of Clause 7.2. Any claim relating to hidden defects must be submitted within 3 months after the hidden defect was or could have been discovered.

5.3.
A complaint cannot give rise to suspension of payment.

CLAUSE 6. RETENTION OF TITLE

6.1.
The delivery shall not result in transfer of ownership. The delivered goods shall remain the property of the company until full payment of the principal sum, costs and interest if any. This clause is essential and the revocation thereof is not presumed.

6.2.
In case of incomplete payment by the co-contractor, the company in any case reserves the right, at the expense and risk of the customer, to recover the goods in question at any time, without the co-contractor being entitled to compensation. The demand for recovery of the goods shall be made by registered letter or a bailiff's writ at the discretion of the company.

6.3.
In case the defaulting co-contractor goes bankrupt, or requests the application of the law on the continuity of enterprises or has ceased its activities in any other manner, the company reserves the right to reclaim the goods sold by means of a simple request addressed to the person holding the goods in question.

CLAUSE 7. LIABILITY

7.1.
The company cannot be held liable for failure to fulfil the delivery obligation or delay in its fulfilment in case of force majeure, in accordance with the provisions of Sections 5.99, 5.100 and 5.226 of the Civil Code (formerly Sections 1147 and 1148 of the Civil Code).

7.2.
In case of hidden defects in the delivered goods and/or work carried out, the warranty period stated in Clause 5 shall apply. The company cannot under any circumstances be held liable for immaterial and/or indirect damage. In any case, the contribution for material damage shall be limited to the value of the delivered goods/work carried out that are affected by the defect. The co-contractor accepts that a liability claim can only be made on a contractual basis. Any non-contractual liability claim is explicitly excluded. The legal provisions regarding non-contractual liability do not apply between the parties.
The co-contractor accepts that only the company can be held liable, to the exclusion of its executive agents, directors, employees, appointees and all other persons working on its behalf. The legal provisions regarding non-contractual liability do not apply between the co-contractor and the aforementioned persons. The aforementioned provision shall apply as a stipulation for the benefit of a third party, at least in the sense that the aforementioned persons can invoke it vis-à-vis the co-contractor.
Under no circumstances can the company be held liable for damage that arose or was caused by careless or injudicious use of the goods delivered or work performed.
In case of defects acknowledged by us, or defects established in connection with legal proceedings against us, the company shall always have the right to repair in kind, to the exclusion of all other compensation. Liability if any shall immediately and irrevocably lapse if the co-contractor or a third party has carried out work (e.g. maintenance or repair work) on the works/equipment supplied and/or installed by us without our prior written consent.
The company shall not be liable for damage, of whatever nature and on whatever grounds, to products other than those repaired or delivered by us and/or products repaired or delivered by us, in cases where others subsequently carried out operations, processing or repairs without our prior written consent.

7.3.
The co-contractor shall at all times be obliged to investigate the reliability of information and of the items for the application intended by him. The company shall never be liable for damage, of whatever nature, arising due to the fact that the company relied on incorrect information and/or incomplete data provided by the co-contractor.

CLAUSE 8. RETURN PROCEDURE FOR GOODS

8.1.
Stock items can only be returned after our prior approval, after drawing up our numbered collection document and shall only apply to stock items.

8.2.
In case goods are returned, the compensation provided for in Clause 3.3 shall apply. Non-stock items that were specially ordered for the customer cannot be returned.

CLAUSE 9. WARRANTY

9.1. 
The warranty conditions of the manufacturer of the goods shall apply insofar as they do not conflict with the provisions of Clause 5, which shall prevail in all cases. These conditions shall bind the company as well as the co-contractor, to the exclusion of agreements to the contrary that were agreed upon in writing in advance.

9.2.
Any form of warranty shall lapse if a defect arises due to or from:
a. improper or careless use of the goods, including use of the goods contrary to the instructions for use, or other relevant instruction;
b. abnormal use of the goods, as a result of which the item shows abnormal and/or excessive wear and tear;
c. injudicious or improper use of the goods, incorrect storage or maintenance thereof by the co-contractor.

CLAUSE 10. PAYMENT

10.1.
Our invoices are payable at the registered office of the company, as described in Clause 1 of these general terms and conditions, no later than the due date stated on the relevant invoice.

10.2.
Any dispute regarding the invoice sent must be notified in writing within 10 working days of the invoice date. Failure to do so shall give rise to an irrefutable presumption that the invoice was accepted.  Furthermore, a protest shall not release the co-contractor from his payment obligation.

10.3.
In case of non-payment of all or part of the price, annual interest equal to the interest provided, for in the Law on Combating Payment Arrears, together with a fixed compensation of 10%, subject to a minimum of EUR 70, shall be added to the outstanding amount, by operation of law and without any notice of default being required. Any default in payment shall result in the outstanding invoices becoming due and payable, and the company shall have the right, after notice of default, to either suspend any future deliveries and/or services or to terminate the agreement, without prejudice to the right to compensation.

10.4.
For non-electronic invoices with a value of less than EUR 30 excl. VAT, an administration fee of EUR 25 shall be charged. Invoices shall always be sent electronically as standard, unless the co-contractor has made a prior written request.

CLAUSE 11. SEVERABILITY

If a provision or part of a provision of the current terms and conditions, or of a quotation, order form or agreement between the company and the co-contractor, is null and void, invalid and/or unenforceable, this shall not affect the validity and/or enforceability of the other provisions or parts of provisions of the current terms and conditions, or of a quotation, order form or agreement between the company and the customer.

CLAUSE 12. APPLICABLE LAW / COMPETENT COURT

All our agreements are governed by Belgian law. Any disputes arising in connection with the present agreement can only be laid before the courts of the district of Hasselt.