General terms and conditions
General terms and conditions
1. Unless agreed otherwise in writing, these general terms and conditions constitute an integral part of our commercial relationship, and as such they apply to matters including (but not limited to) all our quotations, order forms, contracts and invoices, to the exclusion of the customer’s general terms and conditions, even if the latter state that they take precedence and/or are appended to an order form. In all cases, these general terms and conditions shall take precedence over the customer’s general terms and conditions. Exceptions and/or additions to these general terms and conditions are only valid if agreed to in writing.
If any clause or part of a clause should prove to be void, invalid or unenforceable, the other clauses/parts shall not be affected. Each void, invalid or unenforceable clause or part of a clause shall be immediately replaced by a clause or part of a clause which complies with the applicable legislation and, to the extent possible, comes closest to the intention of the parties in the part or clause in question.
2. Any prices, rates, delivery periods and conditions of sale transmitted, even by our representative, are of an indicative nature only, and shall only become binding if confirmed in writing in a signed contract.
3. In the absence of a clause to the contrary, deliveries are made “ex works” (“EXW”) from our registered office; Incoterm interpreted according to the ICC Incoterms 2020. The goods are always transported at the customer’s expense and risk, even if sent carriage paid. If the goods are not collected by the customer on the delivery date, for whatever reason, they shall remain on our premises at the customer's expense and risk, including the risk of fire, and we shall already have the right to make out an invoice for the goods. The customer must check that the goods are in good condition before accepting them, count the number of items delivered and express the necessary reservations if appropriate.
4. We retain the right to split up the delivery into partial deliveries as we see fit. Unless proven otherwise, the invoice date shall be considered the date of supply. Late delivery shall not give the customer any right to compensation/cancellation, except in the event of deliberate fault.
5. Colour variations may occur from delivery to delivery. Changes in colour are always possible over time. Colour fastness is not guaranteed over time. These colour variations and changes in colour shall not be considered a defect and shall not give the customer any right to compensation.
6. Until the amounts owed to us, including all incidental expenses such as interest, costs and compensation for damage to the goods ordered, are paid in full by the customer, the goods we have supplied remain our exclusive property. However the risk and liability for the goods is immediately transferred to the customer upon their delivery. This retention of ownership extends to all goods for which the debts owed to us have not been paid for in full and are still present in the customer’s stock. The customer shall grant us – or our agent – permission to enter its grounds and buildings in order to repossess the goods. If the goods have already been sold and delivered to a third party, the right arises to the income resulting from that transaction instead of the right to the sold goods. If this right to recuperation is invoked, any deposits paid by the customer shall be used to compensate us for damage resulting for the breach of contract. This right expires, and ownership is transferred, as soon as the customer has paid all the debts to us in full, after receipt of the deliveries.
7. As collateral for all outstanding debts, the customer shall grant us a right of pledge to (i) the goods obtained from us and paid for, which are present in the customer’s stock, and (ii) the customer’s claims on its own customers for goods that the customer has obtained from us. In the event of non-payment after notification by registered letter, we are entitled to execute these pledges without prior legal action.
8. Risk is transferred immediately to the customer at the point when the goods are made available at our registered office. This even applies in the case of Incoterms that would determine otherwise. In any event, the customer is obliged among other things to insure the goods sufficiently until they are paid for.
9. If certain costs that have an influence on the agreed C&F / CIF prices increase during the implementation of the contract, such as increases in freight and insurance rates, charges, taxes and/or levies and increases in the prices of basic products or raw materials, increases in labour costs due to legal clauses or national or sectoral collective labour agreements, we are entitled to charge a corresponding increase in price simply by providing notification of this.
10. Upon delivery, the customer must immediately check whether the goods delivered or work done displays visible defects or damage and whether they correspond to the order. All complaints relating to conformity/visible defects must be made, on pain of forfeiture, within 5 calendar days of delivery, with substantiation, by registered letter, and the goods must not have undergone any manipulation. Reactions to late complaints do not imply any waiver of this clause and are always made without prejudice to any of our rights and without any admission prejudicial to our interests.
11. In order for the customer to be able to claim an indemnity for hidden defects, all the legal requirements for doing so must be met. The guarantee period is set conventionally at 6 months from the date of delivery, and the period in which a legal claim must be made is set at 1 month from the time when the defect is discovered or from the time when the customer should have discovered the defect, and in any case no later than 6 months after the delivery of the goods. The aforementioned periods are on pain of forfeiture.
In any event, complaints must be substantiated and sent by registered letter, before the treatment, processing or onward sale of the goods supplied, on pain of forfeiture of rights. Reactions to late complaints do not imply any waiver of this clause and are always made without prejudice to any of our rights and without any admission prejudicial to our interests.
12. Except in the event of deception and our own deliberate fault, our liability, for whatever reason, for any damage that may occur, is limited to a maximum of the invoiced value, excluding VAT and costs, at least for that part of the order affected by the liability.
Except in the event of deception and our own deliberate fault, we cannot be held liable for any indirect or consequential loss, including but not limited to loss of profits, lost revenue, lost savings, loss of goodwill, loss of customers or damage to third parties.
We do not accept any liability for alleged shortcomings in the goods we have delivered if (i) these are the result of ordinary wear and tear, (ii) these are the result of deliberate damage or negligence on the part of the customer, or the customer does not use the goods for the purpose for which they are normally intended, (iii) the customer has not followed the instructions in the technical documentation provided and (iv) the customer changes or replaces the goods or part of the goods.
We guarantee that at the time of delivery, the goods comply with our specifications in force. We do not otherwise give any explicit or implicit guarantee or commitment with regard to the goods sold, including (but not limited to) any guarantee or commitment as to suitability for a given use by the customer.
Nothing in these general terms and conditions limits or excludes our liability in the event of physical injury or death caused by us or any form of liability that cannot be excluded or limited by law.
13. The customer shall safeguard us integrally against any claims from its own customer, on any basis whatsoever.
14. . In the event of any liability, we have the right to replace the goods supplied, upon which all further claims by the customer shall expire. The repair or replacement of the goods does not trigger the beginning of a new guarantee period.
15. Returns by the customer can only be made with our written permission and do not involve any admission of error on our part. Returns must be made in the original packaging, free of freight and costs.
16. Unless explicitly agreed otherwise, payment shall be made in cash, without discount and in Euros. Payment is always to be made at our registered office. All the costs of payment are to be borne by the customer.
17. Every invoice shall be considered to have been accepted in the absence of a substantiated objection sent by registered mail within fourteen days of sending the invoice.
From the date on which the invoice expires, interest will legally be incurred in accordance with the Act of 2 August 2002 on fighting defaults on payment in commercial transactions. In the event of (partial) non-payment by the expiry date, the balance of debt shall also be legally increased by 12%, with a minimum of 125 EUR. This shall be done notwithstanding our right to claim compensation for the effective damage if it exceeds this amount.
18. Bills of exchange or accepted securities shall not lead to any waiver of these conditions, nor to a rollover of the debt. Discount costs are to be paid by the customer.
19. In the event of default by the customer on any contract, the amounts owed by the customer for any contract whatsoever shall legally become due immediately.
20. In the event of default by the customer on any contract, we can legally suspend our obligations under any contract whatsoever, or consider the contracts terminated, without the customer having any right to compensation.
21. In the event of default by the customer, we have a discretionary choice between enforced execution and the termination/breaking of the contract at the customer’s expense, in which case the compensation for damage is set at a flat rate of 30% of the non-paid value charged, unless greater damage can be proved.
22. The conditions of articles 20 and 21 likewise apply in the event of bankruptcy or obvious insolvency on the part of the customer, or when the customer has been declared bankrupt, is the subject of either a claim for bankruptcy or a procedure provided for in the Act of 31 January 2009 on the continuity of enterprises, is liquidated or subject to a liquidation decision, ceases its activities or is at risk of its business ceasing, and/or other demonstrable events that render confidence in the proper fulfilment of the obligations entered into by the customer doubtful and/or impossible.
23. Any costs and losses that may arise due to exchange rates are to be borne by the customer.
24. We may at all times set off any claim of the customer against any claim which we have on the customer, irrespective of whether it is already clear, established and payable or whether the claims on either side are connected or not.
25. None of the parties shall be liable if a delay or shortcoming in fulfilling its obligations is due to force majeure.
Force majeure is understood to mean any event or circumstance that could not reasonably have been prevented or predicted, or that is reasonably beyond the control of the party concerned; in any case, but not exclusively: the impossibility of fulfilling its obligations as a result of natural disasters, nuclear or chemical explosions, measures or rules imposed by a government body or other part of a government (such as prohibitions on transport, import, export or production), power cuts, limited availability of raw materials on the market, changes to the rules regarding obligatory stocks, disruptions to (telephone) networks, fire, all kinds of strikes, shortcomings on the part of suppliers, boycotts, wars and armed conflicts.
In our case, force majeure shall also be understood to mean circumstances in which the extraction, processing and supply of raw materials is influenced to the extent that the fulfilment of our obligations can only occur with delays, partially or not at all.
The party that invokes force majeure shall take all reasonable measures to put an end to the temporary situation of force majeure and immediately resume fulfilment of its obligations after the end of the situation of force majeure, unless explicitly agreed otherwise.
If the situation of force majeure lasts longer than sixty (60) calendar days, each party has the right to terminate the contract, without prior intervention by the courts or further notification, and without compensation being owed by either of the parties.
26. All intellectual and industrial property rights pertaining to drawings, designs, calculations etc. made by us on the customer’s behalf shall remain our exclusive property.
27. The relationship between us and the customer shall exclusively be governed by Belgian law, with the exception of the United Nations Convention on Contracts for the International Sale of Goods (signed in Vienna on 11 April 1980) and the principles of conflict of laws. All disputes between the customer and us are subject to the authority of the competent courts of the legal district of Kortrijk (Belgium).
28. Transportation shall be made by truck to an easily accessible warehouse. The transport firm has the right to charge a supplement according to the conditions imposed by Castle Line (upon request).
29. These general terms and conditions are available in Dutch, French and English. In the event of a dispute surrounding.
30. The parties acknowledge and declare that they genuinely desire every condition in these general terms and conditions and that they do not give rise to any (manifest) imbalance between the rights and obligations of the parties.