General Terms & Conditions of Sale
These General Terms & Conditions of Sale:
1.1. Are governed by the laws of Belgium.
1.2. Correspond to the general terms & conditions as recommended by FABRIMETAL Group 18 (‘Fabriplast’).
1.3. Are applicable subject to changes expressly agreed in writing by both parties;
1.4. Accompany our quotations. By placing an order, the client declares that they have read and accept these Terms & Conditions.
1.5. Our Terms & Conditions shall apply at all times regardless of any terms & conditions of the counterparty.
2. QUOTATIONS – CONTRACTS
2.1. All quotations issued by us and/or on the instruction and for the account of our subcontractors shall be non-obligatory.
2.2. All drawings, schematics, technical documents, designs, studies and similar documents shall remain the property of the vendor until signature of the contract. All technical information made available to the vendor by the purchaser before or after signature of the contract for use in the manufacture of the goods or a part thereof shall remain the exclusive property of the purchaser. Without the purchaser’s consent, this information may not be used, copied, reproduced or disclosed to third parties by the vendor. In the event that the purchaser provides the vendor with information, drawings and similar documents, the vendor may rely on the correctness and completeness thereof and shall base its offer thereon.
2.3. In the event that when compiling a quotation the vendor has stipulated a period for acceptance of the assignment, the contract shall be deemed to have been established when the purchaser has placed a written order before expiry of this period.
2.4. Changes to quotations from the vendor shall only be valid if they have been confirmed by the vendor in writing.
2.5. The contract of sale shall be deemed to be valid either by means of an order form signed by the purchaser and written confirmation thereof by the vendor or by means of a confirmation signed by both parties, all within the set periods.
3. PERFORMANCE OF THE CONTRACT
3.1. Delivery period
The definitive delivery period shall be determined on signature of the contract. The delivery period shall commence at the moment that the technical conditions referred to in the contract have been met and the agreed advance payment has been deposited. It shall end on the date on which the purchaser is notified that the material is available for collection at the address of the manufacturer.
BNL Machines may at no time incur any costs ensuing from late or incorrect deliveries nor any costs arising from any intervention of any nature whatsoever.
3.2. Late collection
In the event that the purchaser does not take possession of the goods at the time that they are made available to the purchaser by the vendor, the purchaser may not defer the agreed due date for the payments ensuing from the delivery. The vendor will store the goods at the expense and for the risk of the purchaser. The purchaser shall pay any and all costs incurred by the vendor as a result of any delays in the delivery period and/or performance period as described.
Handover of the ordered goods at the manufacturer shall take place exclusively on the basis of the condition and functioning of said goods at the time of handover. The terms and conditions of handover shall be laid down in the contract and the handover tests shall be deemed to have been performed using the resources made available to the manufacturer at no cost.
Delivery of the goods shall be ex-works in accordance with Incoterms 2010. The risk attaching to the goods shall transfer at the moment that the vendor makes the goods available to the purchaser. Without prejudice to the provisions of paragraph 1 of this Article, the purchaser and vendor may agree that the vendor will provide transportation. The risk of storage, loading and transportation shall in that case rest on the purchaser. The purchaser may take out insurance against these risks.
Delivery of the goods shall also imply acceptance of said goods by the purchaser, which shall accordingly carry out an immediate inspection of the goods on arrival. Any visible defects in the goods shall accordingly be covered from the moment of delivery.
3.5. Transfer of risk
The purchaser shall assume liability (insurance, third-party liability, etc.) from the moment that the goods are loaded onto the truck or wagon .
3.6. Transfer of ownership
3.6.1.Without prejudice to the provisions of Article 3.5, the goods shall remain the property of the vendor until the price has been paid in full.
3.6.2.Without prejudice to the provisions of Article 1.1 and Article 8, this retention of ownership shall be subject to the national laws in the country where the purchaser is established.
3.7.1.Within the limits of the following provisions, the vendor undertakes to resolve all operational defects resulting from defective design, material or implementation. This undertaking shall apply only for defects which come to light within a period of six months counting from commissioning of the goods which takes place or is deemed to take place no later than 30 days after the goods have been made available by the vendor. In the event that the purchaser operates a shift system, the guarantee period shall be reduced to three months. This guarantee shall consist in the repair or replacement, at the discretion of the vendor depending on the circumstances, of defective items within a short period of time, without any liability on the part of the vendor for direct or consequential loss of any nature whatsoever. Replaced items shall become the property of the vendor and shall be made available to the vendor within one month following their replacement. After expiry of this period, those items will be invoiced. The vendor’s liability may under no circumstances be extended beyond the limits established hereinbefore. Modifications to the delivered goods of any nature whatsoever shall render the guarantee null and void. Such modifications shall discharge the vendor ipso facto of its liability.
3.7.2.No guarantee shall be given in the event that defects are the result of normal wear and tear, improper use, incorrect or no maintenance, installation, assembly, modification or repair by the purchaser or by third parties, defects of or unsuitability of materials or tools used by the purchaser.
No guarantee shall be given in respect of: delivered goods which were not new at the time of delivery, inspection and repair of goods by the purchaser, or components for which a manufacturer’s guarantee hasn’t been given.
3.7.3.The provisions of Article 3.7.2. shall also apply in the event of any claims by the purchaser on the grounds of non-performance, non-conformity or any other ground whatsoever.
3.8.1.Setting up and connection shall be carried out by the purchaser.
3.8.2.Commissioning shall take place in accordance with the provisions set out in the contract.
3.8.3 The use and maintenance instructions shall be provided by the vendor. The purchaser may no longer seek recourse to a defect in the intervention if the purchaser has not complained to the vendor in writing within fourteen days of the moment at which the purchaser discovered or may reasonably be expected to have discovered the defect.
In the event of cancellation by the purchaser before half the delivery period has expired, the advance payment made shall be deemed forfeit. Where cancellation takes place at a later date, the amounts referred to in the contract shall remain payable on demand.
4. PRINCIPLES, PRICE REVIEW AND EXCHANGE RATES
4.1. The prices are based on the day rates applying for materials, wages and social security charges. Unless agreed otherwise in the contract, these prices shall be reviewed in accordance with the payment clause.
4.2. The prices are based on the official exchange rate of the currency of the country of origin of the goods on the day of the order. In the event that the official exchange rate of this currency has risen by more than 1% on the day of receipt of (part) payment from the purchaser, the vendor reserves the right to revise the prices on the basis of the overall exchange rate difference, and to charge this difference.
4.3 The prices quoted by the vender are stated in euros exclusive of VAT. Any increase in the rate of VAT or any new taxes that may be imposed between the time of the order and the time of delivery shall be borne by the purchaser.
4.4 Unless stated otherwise in the vendor’s Special Terms & Conditions, the vendor’s prices shall relate exclusively to the products or services described in the Special Terms & Conditions, to the exclusion of all other works and services.
5.1. Invoices shall be payable in the domicile of the vendor, net and without deduction of costs or charges..
5.2. Invoices shall be paid in accordance with the provisions of the contract. In the event of late payment, penalty interest shall be applied from the due date by operation of law and without notice of default at a rate of 12% in respect of statutory payment arrears in commercial transactions. In addition, a fixed sum shall be payable by operation of law and without prior notice of default amounting to 15% of the invoice amount (with a minimum of EUR 75) by way of compensation. Any expenses arising from unpaid bills of exchange or cheques, as well as other collection costs, shall not be included in this fixed amount of compensation and shall be charged to the purchaser separately.
5.3. All existing or future taxes of any nature whatsoever shall also be borne by the purchaser.
5.4. The vendor reserves the right to arrange for payment arrears to be collected by third parties. All legal and connection costs resulting therefrom shall be borne by the purchaser.
5.5. The purchaser shall notify the vendor in writing within 14 days following the invoice date of any complaints about the amount of the invoice, on penalty of loss of all rights.
6. CIRCUMSTANCES GIVING RISE TO DISCHARGE
All instances of force majeure, accidents, war, strike and lockouts, machine failure at its suppliers, import, export or transit restrictions, in short all circumstances which are not directly attributable to the vendor, shall discharge the vendor from all liability ensuing from the contract.
The price of the works shall not include travel and accommodation expenses, costs of removal of materials and waste.
Calculation of travel hours for technical interventions: the return travel time of the engineer is not stated on the worksheet. This time shall be determined following the return of the engineer.
8. APPLICABLE LAW
In the event of any and all disputes, the courts of Leuven shall have exclusive competence.