TERMS AND CONDITIONS OF SALE
General termas and conditions of sale - VANDE MOORTEL Brickworks
These terms and conditions form an integral part of the agreement, excluding the customer’s own terms and conditions.
These general terms and conditions of sale are only applicable between businesses, for commercial transactions that lead to the delivery of goods or provision of services in the framework of an independent professional or economic activity.
ART. 1. ORDER CONFIRMATION 1.1. Only an order confirmation signed by the seller is binding. Implementation thereof occurs according to the current general terms and conditions excluding the buyer’s own terms and conditions, even if they are subsequently communicated, and without prejudice to express written agreement. The absence of a reaction from the seller to an infringement or a deviation from the terms and conditions, regardless of its duration or frequency, cannot be considered as a change to these terms and conditions. 1.2. Orders recorded by a representative, agent, appointed person or employee of the seller are only valid after written confirmation by a person who commits the seller. Only documents signed by the seller itself are valid as discharge.
ART. 2. OFFERS All offers remain valid for a period of eight days starting from the date indicated in the offer and only for the amounts specified therein. All prices mentioned therein are valid for purchase of goods in the stores of the seller. The prices included in advertising (brochures, advertisements, websites, etc.) can never be considered as an offer.
ART. 3. DELIVERY 3.1. Delivery dates are only offered by way of information and are not binding, also not when they are included in a written agreement, unless expressly otherwise agreed upon, but then still with consideration of the usual tolerance specific to the sector of the seller. Delays in implementation can never give rise to a fine, compensation or termination of the agreement. 3.2. Delivery dates are calculated in business days and do not take into account unexpected delay in the event of force majeure. Considered as force majeure are, among others: general or partial strikes, lockout, epidemics, roadblocks, absence of means of transport, fire, flood, machine failure, etc., and more generally all situations unintended by the seller which have as a result that its factories or stores or the factories or stores of its suppliers have stopped, or which have as a result that delivery of raw materials is delayed. 3.3. Goods are delivered as stipulated in the order confirmation or order form or on the front of the invoice. Notwithstanding retention of title, the goods, even if they are bought carriage paid, are transported and delivered at the expense and risk of the buyer who should be insured against potential damage. Delivery must take place at a location that is easily accessible for the vehicles.
ART.4. PRICE The price is that such as indicated in the order confirmation or order form, unless the seller is forced to adjust this to the evolution of its fixed and/or variable costs as a result of a change in their structure (raw materials, wages, energy, etc.). Possible price revisions are carried out in accordance with the legally permitted standards. In that case, the new price as mentioned on the front of the invoice applies. The price does not include taxes, VAT, delivery, transport and insurance costs which are at the buyer’s expense.
ART.5. CHECK 5.1. The buyer must receive and check the goods immediately. Complaints concerning the quality of goods delivered or an incorrect delivery are only accepted if they are addressed to the seller in a registered letter sent within 48 hours after the delivery. If not, the buyer is deemed to have accepted the delivery unconditionally, except in cases of hidden defects. Complaints about amounts can only be accepted if they are mentioned on the delivery documents upon unloading. When goods are collected, the checking of the amounts must be carried out by the transporter before leaving the warehouses. All goods are sold with accepted deviations qua colour, volume, thickness, length, etc. and are as such of normal commercial quality. Goods are not returnable except in the case of prior agreement by the seller. 5.2. Hidden defects can only be the occasion for compensation if they are detected expeditiously and the seller is informed by means of registered letter immediately after their discovery. 5.3. The seller’s liability is always limited to the exchange of goods that are not up to standard, or repair of them if the cost of doing so would be lower than the replacement value of the goods. The seller cannot be charged any other reimbursements, costs or damage, regardless of their cause. Processing of the goods in every instance will serve as acceptance of the goods even if prior complaints were submitted. In every instance, possible compensation could never exceed the price of the goods.
ART. 6. TRANSFER OF OWNERSHIP The delivered goods remain entirely and exclusively the property of the seller until complete payment of the principal sum, costs and interest, even if they have been delivered to the customer. The customer bears the risks from the time of delivery. If the buyer resells the goods, it transfers all claims arising from the sale by way of pledge to the seller and is bound, upon simple request of the seller, to provide it the name and personal data of the party to whom the goods are transferred. In the case of non-payment by the due date, the sale is legally dissolved in favour of the seller, who can claim return of the goods at the expense of the receiver and can assert its rights to compensation. Advance payments paid by the buyer remain in the seller’s possession as compensation for possible losses upon resale.
ART. 7. PAYMENT 7.1. All invoices are payable in Oudenaarde. Unless indicated otherwise on the invoice, the price is payable in cash. The addressee on the invoice is always responsible for payment. A discount for cash payment can only be deducted if there is an express prior agreement and in no case may this discount be deducted as long as there remain unpaid invoices. Imputations of payments occur according to oldest debt first. The amount of the invoice must be paid net. 7.2. All amounts that remain unpaid on the due date will accumulate interest calculated on the basis of 1% per commenced month. In the case of non-payment on the due date, the seller also retains the right to increase the amount of the invoice by 10%, with a minimum of 25 € by way of compensation. Non-payment of a single invoice legally makes the balance due of all the others claimable immediately, even that of invoices not overdue. Interest on late payments is charged per commenced month. Interest and increase are owed legally and without formal notice. The drawing and/or acceptance of bills or other negotiable documents does not entail debt novation and does not entail a deviation from these conditions of payment. 7.3. Without prejudice to what is stipulated in Art. 5.1., in the event of dispute the invoice must be protested within 8 days after receipt.
ART. 8. GUARANTEES If the confidence of the seller in the creditworthiness of the buyer is broken by acts of legal proceedings against the buyer and/or other demonstrable occurrences that put into question and/or make impossible proper implementation of commitments entered into by the buyer, the seller retains the right to suspend the order entirely or in part and to demand appropriate guarantees from the buyer. If the buyer refuses to agree to this, the seller retains the right to annul the entire order or a part thereof, even if the goods have been shipped entirely or in part.
ART. 9. SETTLEMENT OF DISPUTES All agreements are governed by Belgian law with the exception of the Vienna Sales Conventions. The parties explicitly agree to consider the registered office of the seller as the location of implementation of agreements. In the case of dispute, at the choice of the seller, the courts of Oudenaarde or the courts of the place of residence of the buyer have exclusive jurisdiction. All costs of recovery through legal means, including fees, will be recovered at the expense of the buyer.
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