1. Acceptance
Offers are not binding, unless otherwise unambiguously indicated by the language of the offer. The contract shall be deemed to have been concluded when we have accepted Buyer's order in writing by issuing an order acknowledgement. Our order acknowledgement constitutes a complete and exclusive statement of the terms of the agreement. Its terms and provisions shall not be varied nor supplemented by any terms or provisions of Buyer's order or any other document, unless such variations or additions have been specifically agreed upon in writing by both parties.
2. Prices
Unless otherwise expressly stated, prices do not include any taxes, duties, fees, costs or charges payable on the transaction, such as V.A.T., import duties, customs fees, etc. All such taxes, duties, fees, costs and charges must be borne by the Buyer.
3. Delivery or shipment time
3.1. The dates for shipment and delivery indicated by us are the dates on which the goods are delivered to the carrier at our factory. These dates are estimates
only and we will have no obligation to deliver at a specified time, unless we have specifically accepted to do so in writing.
3.2. The delivery or shipment time shall be reasonably extended if normal production or shipment of the goods is delayed due to circumstances outside our reasonable control, such as action by government or other public authority, war, riots, strikes, lockout, flood, fire, breakdown of machines, inadequate supply of raw material or energy, unavailability of transport, etc.
3.3. If Buyer fails to take delivery of the goods at the agreed time, Buyer shall be under an obligation to effect payment as if the goods had been normally delivered. Cost and risk of storage of goods will be borne by Buyer.
4. Transfer of risk
Unless otherwise expressly stated, the risk of loss of, or damage to the goods is transferred to the Buyer upon delivery of the goods to the carrier. Any claims based on loss, damage or delay in transit must be filed by the Buyer with the carrier. Any claims filed by ourselves with the carrier, will be filed on Buyer's behalf and will not imply that we accept responsibility for the transfer of the goods.
5. Trade terms
Where trade terms are included in the agreement, they shall be interpreted according to the latest edition of "Incoterms", unless special provisions of the agreement set forth different or additional rules.
6. Inspection
Buyer shall inspect the goods upon their arrival and inform us within five (5) days in writing in case of their nonconformity with the specifications of the contract. If Buyer fails to do so, he will be deemed to have accepted the goods as delivered.
7. Limitation of liability
7.1. For any proven defect of the goods supplied, which shall also include any nonconformity with the specifications referred to in paragraph 6, our liability to Buyer will be as provided in this paragraph.
7.2. Buyer shall report defects immediately upon discovery and shall take adequate steps to allow reasonable inspection of the goods.
7.3. Goods, which Buyer has proved to be defective, shall be either replaced free of charge or reimbursed in full or in part in relation to the degree of their
faultiness.
7.4. Our liability shall be limited to the above and Buyer shall have no right to claim cancellation of the contract or compensation for any incidental or
consequential damages including any injury to person or property caused by the goods.
8. Payments
8.1. Payment shall be affected, to our bankers, without deduction for cash discount.
8.2. Payment terms are thirty (30) days end of billing month, unless otherwise agreed in writing.
8.3. If Buyer fails to observe the due date of payment, we reserve the right, in accordance with articles 1152 and 1229 of the Belgian Civil code, to charge interest on any overdue accounts at a rate which shall be the current overdraft rate applied by Belgian banks. In addition, there will be a surcharge of 20 % with a minimum of 2000 BF.
Buyer shall also be liable for any currency exchange loss arising for us from late payment.
8.4. The non-payment of any amount on the due date gives us the right to claim payment of other amounts owing to us and not yet due as well as to cancel or suspend any outstanding orders without any formality and without prejudice of our right to claim damages for breach.
9. Reservation of ownership
9.1. Ownership to remain with Seller. The (legal and equitable) ownership of the goods to be delivered by us shall only pass to Buyer when the latter has paid to us the full purchase price therefor. Until the date of payment Buyer shall on our request keep such goods that they are our property.
9.2. Admixture of goods sold with other goods
a) If Buyer shall make new objects from the goods or materials delivered by us, we shall automatically acquire the ownership in these new objects and the ownership in these new objects shall not pass until Buyer or someone on behalf of Buyer has paid the full outstanding purchase price therefor to us.
b) If Buyer shall make objects from the goods or materials delivered by us or mix or blend such goods or materials in any other way and these shall become a constituent part of another object, we shall automatically acquire the ownership therein. However, in respect of such part of the new object or objects which is not made either from goods or materials delivered by us, but is made either from goods or materials belonging to Buyer or a third person, we shall automatically become the joint owner of such new object or objects in the proportion of the commercial value of the goods delivered by us used in the making of the new object or objects in which they, after the processing thereof of their admixture or after they have become a constituent part therein in any other way, belong to us and Buyer or a third party as the case may be.
9.3. In any of the events described under 9.2. a) and b) until full payment of the purchase price of the original objects delivered by us, Buyer shall keep the said object or objects after they have been processed as described under clause 9.2. a) and b) for us in our capacity as a bailee and if required by us, subject to Buyer's right to sell them as hereinafter referred to, hold the said objet or objects as stated in the foregoing paragraph 9.1. If the total price of the goods in which the goods delivered by us to Buyer in the case of a resale by the latter, exceeds the price charged and payable to Buyer by us, such excess shall on receipt of the price of the resale of these goods remain with Buyer and if it should have been received by us, repaid to Buyer, or if it is merely receivable by us, released by us to Buyer.
9.4. Buyer's right to sell and assignment of claims against Sub-purchasers to us. Buyer shall be entitled to sell the goods delivered by us or such new objects as
mentioned in this clause, within the usual and ordinary conduct of its business and to deliver them to a third party. As long as there still exist any indebtedness in relation to the goods delivered but not yet paid, Buyer shall sell or is respectively deemed to have sold these goods as our agent, so that all rights accruing through such sale against a third party are ours. On our request Buyer shall without delay notify us of all then outstanding debts against the party whose particulars are to be given to us in order to enable us to collect such debts directly and forthwith, in the event of Buyer shall also act as our agent and account to us forthwith in regard to any debt paid to him.
9.5. Costs incurred in the return of the goods. If and when we exercise our rights arising from the reservation of ownership as stated herein, Buyer has to co-operate with us in the actual return of any goods claimed by us and has to bear all costs necessarily incurred by us in connection with such return including costs of transport, insurance, customs duties, if any, etc. from the place from which they will have to be returned to our place of dispatch.
10. Applicable law and jurisdiction
10.1. Belgian law shall govern the contract.
The Uniform Laws on the International Sales of Movable Goods (Hague Convention of July 1st, 1964) shall not apply.
10.2. Any dispute relative to the existence, the interpretation of performance of the contract shall come under the exclusive jurisdiction of the Courts of Brussels, on the understanding that we reserve the right to deviate from this rule and to bring the dispute before the courts of Buyer's place of business.