GENERAL CONDITIONS OF SALE

GENERAL CONDITIONS OF SALE

ARTICLE 1 - OFFERS AND ORDERS

1.1. Our offers are valid for one month, unless otherwise stated in our specific terms and conditions. If the order is placed outside this one-month period, we reserve the right to amend the offer in line with the cost price. Any changes or additions to the work shall be invoiced separately.

1.2. Estimates for repairs shall not include the cost of rectifying hidden faults; we reserve the right to invoice for repairs of such faults separately.

1.3. Orders and verbal agreements relating to orders must be confirmed in writing. Only the order confirmation shall be deemed binding, unless we have acknowledged the client’s terms and conditions in writing.

1.4. If the client states that s/he would prefer to receive partial deliveries for an order but fails to request delivery dates within the period stated in the specific terms and conditions, then we reserve the right to deliver the goods ordered without giving prior notice or to be released from our undertaking to deliver either fully or in part.

1.5. Instructions delivered with the equipment will be written in the manufacturer’s language. We charge an additional amount if instructions are requested in another language.

 

ARTICLE 2 - PRICES AND PAYMENT

2.1. Our prices are stated in euros and do not include VAT. The client is responsible for paying all taxes.

2.2. Unless otherwise stated, payment of invoices should be made to our registered office within 30 days from the end of the month in which the invoices are issued, in accordance with the law of 8 August 2002 relating to the fight against delayed payments in commercial transactions. We may request advance payment if there is any change to the buyer’s financial position.

2.3. Any queries relating to invoices should be sent to us in writing (by letter, fax or email) within one calendar week from the date that the invoice was sent at the latest.

2.4. Any invoices that are outstanding after their due date shall ipso jure be subject to a late payment interest rate of 1% per month and a fixed fee of 15% of the outstanding amount (with a minimum charge of 75 euros) to cover any damages. The client will not receive formal notice of these surcharges.

 

ARTICLE 3 - DELIVERY METHODS AND PERIODS

3.1. Our prices include delivery Ex Works (Incoterm ICC 2010 EXW at our warehouses in Strépy-Bracquegnies) and packaging, unless special packaging is required. If we are responsible for transporting the goods, then all transport costs and risks shall be borne by the client, who shall be invoiced for these costs, unless otherwise stated in our specific terms and conditions.

3.2. Article 3.1 also applies to international deliveries. All transport costs (including costs relating to inspection of goods at origin, certificates of origin, bank charges for

documentary credit, taxes, etc.) and risks are borne by the client. Depending on the type of transport, the applicable Incoterm will be stated in our specific terms and conditions. If payment is delayed once the goods have been exported, we shall also be entitled to claim late payment interest at the contractual rate set out in Article 2.4.

3.3. The client cannot reject partial deliveries. If we are unable to deliver equipment to the client due to a fault on his/her part, then we shall be entitled to claim any transport and storage costs from him/her. We shall also be entitled to cancel the contract in accordance with Article 7.

3.4. Unless expressly guaranteed in our specific terms and conditions, the delivery periods and turnaround times stated in our specific terms and conditions are approximate and we are not obliged to pay any compensation, interest or penalty charges in the event that they are modified. We may only be held liable once we have received formal notice and in the event of a significant delay arising from gross negligence on our part.

3.5. It is also expressly agreed that our stated delivery periods shall only take effect once the client has fulfilled his/her contractual obligations, particularly as regards settlement of the agreed down payment. Delivery periods shall be postponed if there is a delay in the client providing information requested by our company.

ARTICLE 4 - APPROVAL

The client should approve all equipment within one calendar week from delivery or installation (if we are responsible for installing the equipment) at the latest. Approval shall cover all obvious faults, i.e. all those faults that it is possible for the client to detect by means of a thorough inspection. We may choose to replace, repair or remove and refund any faulty or non-compliant equipment, to the exclusion of cancelling the contract and/or damages.

 

ARTICLE 5 - GUARANTEE

5.1. If the equipment sold is subject to a manufacturer’s guarantee, then we shall inform the client of its content and how to make a claim by advising him/her to comply with the guarantee requirements when s/he wishes to make a claim.

5.2. In all other cases, and subject to any special clauses in our specific terms and conditions, we guarantee the equipment that we sell against hidden faults for a twelve-month period from delivery or installation (if we are responsible for installing the equipment). The guarantee shall not apply if the faults did not exist at the time of delivery, if they are minor or if the equipment has not been used under normal or foreseeable conditions.

5.3. In order to be able to claim under the guarantee, the client must notify us of any claim relating to hidden faults by recorded delivery within one calendar week from the date that the fault was or should have been noted. The client should also have fulfilled all of his/her obligations towards us.

5.4. Our guarantee is limited to repairing free of charge or replacing (to be decided by us) all or part of the faulty equipment, to the exclusion of cancelling the contract and/or damages.

5.5. With regard to calibration work, our company guarantees that the values stated in its certificate have been calculated using instruments that are linked to national

standards in accordance with published uncertainties and with our laboratory’s internal procedures. Our company cannot guarantee the same results with other instruments and under other working conditions.

5.6. The client is expressly informed and accepts that temperature sensors are not

guaranteed unless a specific agreement on this matter is reached by either the manufacturer and the client or by our company and the client.

 

ARTICLE 6 - FORCE MAJEURE

The following are deemed to be cases of force majeure and entitle us to defer fulfilling our contractual obligations or to cancel the contract without offering any compensation: partial or all-out strikes, riots, lock-outs, bad weather, machinery breakdown, fire, or any other cause that is beyond our control and that makes it impossible, considerably more expensive or more difficult to fulfil our obligations normally.

 

ARTICLE 7 - CANCELLING THE CONTRACT

We are entitled ipso jure to cancel the contract by notifying the client of our intention to do so by recorded delivery, in the event that the client fails to fulfil one of his/her contractual obligations or if it appears that s/he will not fulfil or seriously risks not fulfilling one of his/her main obligations, even if this is before payment falls due. In the event that the contract is cancelled, the client will be liable to pay us fixed damages of 15% of the sale price (with a minimum charge of 75 euros).

 

ARTICLE 8 - GOVERNING LAW AND JURISDICTION

Our contracts are governed by Belgian law. Any litigation relating directly or indirectly to our contractual relationship with the client falls under the sole jurisdiction of the courts and Court of Appeal of Mons (Belgium).

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