GENERAL SALES AGREEMENT
Article 1. - The general agreements mentioned below are the only conditions applicable to all agreements with the seller, except from possible extraordinary agreements. The purchaser is expected to have taken note of these conditions by simply accepting our order confirmations. Diverging or complementary conditions will only be applicable when accepted explicitly and subscribed by both parties.
Article 2. - The orders we receive through our commercial agents will only become binding for the seller after sending his written confirmation.
Article 3. - The prices communicated by the seller are strictly without engagement. Whenever prices change, the seller preserves the right to adjust the communicated prices proportionally.
Article 4. - In case of annulation of the order the purchaser has to pay a compensation of 20% of the selling price of the goods, VAT excluded.
Article 5. - The storage of the goods in expectation of delivery is at the risk of the purchaser.
Article 6. - The goods are delivered in the warehouse of the seller and transport is at the risk of the purchaser. In order to safeguard his own interests the purchaser has to check whether the goods are in good condition when accepting these goods. When they are not, he will have to formulate the necessary reservation to the transporter, who is only responsible.
Article 7. - The goods are delivered in bulk or standardised packaging . This packaging remains the property of the seller. The data marked on it concerning weight, volume and/or quantities, as well as the other marks are binding for the purchaser who accepts the goods and are therefore be considered integral part of the sales agreement.
Article 8. - The terms of delivery are only communicated by way of information and can in no case be binding for the seller. A delay in the delivery will in no case give the right to the purchaser neither to demand damages nor to dissolve the agreement.
Article 9. - The goods remain the property of the seller until the payment will have been completely settled. As long as the payment has not been fully settled, the buyer cannot put the goods in pledge or use them as security in the largest sense of the word. In case of seizure of the purchase goods the purchaser is obliged to inform the seller immediately.
Article 10. - No defect relating to the quantities or weights delivered, and, in general, no visible defect, shall engage the seller after acceptance of delivery of the merchandise. In the event of complaint due to visible defects, the purchaser must state his grounds in writing on the delivery form. The complaint must be confirmed within the following eight days by registered mail. The seller engages to remedy all hidden defects rendering the merchandise unfit for the use intended by the purchaser, within the limits of the following provisions. This obligation applies to defects noted within a period of three months after delivery of the merchandise to the purchaser, at the purchaser’s factory address. The warranty includes replacement of defective merchandise. The seller will not be held responsible for direct or indirect prejudice. All costs of transport, customs clearance, etc. will be changed to the purchaser. The maximum limit of the warranty shall be the value of the merchandise to which the contract relates. The seller may not be held responsible by the purchaser for merchandise which has already been manufactured or processed, or sold or delivered to a third party. No merchandise may be returned without the prior written consent of the seller. Consent of the seller shall not imply acknowledgement of responsibility.
Article 11. - If the seller is unable to fulfill the contract due to force majeure, he reserves the right to cancel the contract by simple notification by registered mail, stating the reason rendering fulfillment of the contract impossible. In such case, the seller will no be liable for any indemnity to the purchaser. Force majeure shall include strikes and lock-outs, fire, mobilization, seizure, embargo, exchange controls, riot, lack of transport, general lack of raw materials, and restrictions on energy consumption.
Article 12.- In the event of failure to pay upon the due date, the purchaser shall return all unpaid merchandise upon first request. In addition, in the event of non-payment, the seller retains the right to cancel all deliveries. In the event that the purchaser fails to pay for the merchandise delivered or defaults on his obligations in a serious manner, the contract will be terminated by law and without prior notice, in its entirety or only as regards the part not yet effected, by simple notice by registered letter from the seller to the purchaser, sent at least eight days after notification without remedy. In such case, the purchaser will be required to pay an indemnity equivalent to 15% of the price of purchase, apart from payment for the merchandise already delivered, under reserve of the seller’s right to prove damage exceeding that sum.
Article 13. - The place of execution of the contract shall be the registered office of he seller. This contract is governed exclusively by Belgian law, barring agreement of the parties to apply other low by prior written agreement. The Hague Convention of 15 June 1955 regarding the Law on the International Purchase of Physical Moveable Goods, as well as the Treaty of 1 July 1964 including a Uniform Law on the International Purchase of Physical Moveable Goods, shall not apply. In case of dispute concerning the validity, execution, interpretation, or cessation of the contract, the justice of the Peace of Mechelen or the Courts of Mechelen shall have exclusive jurisdiction, unless the seller prefers a competent court under Article 624 of the legal Code.
Article 14. - The possible nullity of one clause, or of part of it, does in no case affect the validity of the other stipulations formulated in these general sales agreements.