Article 1 – General details
1.1. Only our general sales/business conditions are valid.
In the event of a conflict between the buyer’s general conditions and/or the general conditions of the project manager and our general conditions, the latter shall take precedence, even if the buyer claims that their conditions are the only conditions that apply.
1.2. Any orders from the buyer and/or the project manager are only binding on us after we have accepted them in writing by sending our confirmation of the order, in accordance with the general and specific conditions mentioned therein.
Article 2 – Validity of offers
Unless they have been expressly waived in writing, the prices mentioned in our offers remain valid for a period of one month, subject to the application of Article 4.1, Paragraph 2.
Article 3 – Waivers
Failure to apply with one or more of the clauses in these general conditions, or a special and express waiver thereof, may not be interpreted as a waiver of the conditions in question by the buyer and/or the project manager.
Article 4 – Prices
4.1. Unless it has been agreed to the contrary in writing, our prices are ex works from our workshops, excluding any other services, such as transport.
Any increase in existing taxes, such as VAT, any new taxes that apply to the order and which arise after its confirmation shall be borne by the buyer and/or the project manager, even if the sale price is stipulated as including taxes.
4.2. Our invoices are payable without any deductions to our registered office in Grâce-Hollogne at the end of the month in which they are issued, subject to the application of Article 4.5.
The time of payment is exclusively determined by the date on which the amount of the invoice is credited into our bank account.
4.3. Any claim pertaining to the invoice must be sent to us by letter, email or fax within eight days of it being issued.
Claims sent after the expiration of said period or by any other means may not be taken into consideration.
4.4. In the event that the invoice is not paid by the due date, the amounts due shall be automatically subject, without formal notice, to default interest equal to the legal interest rate in effect on that date, plus 4%. Moreover, the buyer and/or project manager is automatically liable, without formal notice, for additional compensation of 15% of the amount due (excluding interest), with a minimum fee of €62.
4.5. In the event that an invoice is not paid by the deadline, without prejudice to Article 4.4, all of the buyer’s invoices immediately become due.
Article 5 – Delivery
5.1. The delivery periods stipulated on the order confirmations are for information purposes only.
Failure to meet said deadlines may not entitle the buyer and/or project manager to damages and interest of any kind whatsoever, to a subsequent refusal to accept the delivery or to terminate the contract for our wrongs and grievances.
5.2. Fulfilling the obligation to deliver goods and/or execute the work is, in any case, suspended if, and insofar as, we are prevented from fulfilling our commitments due to a case of force majeure.
These include labour disputes (strikes, lockouts, etc.), wars, riots, fires, floods and other natural disasters, or workplace accidents suffered by us or our suppliers, even if these do not satisfy the characteristics of force majeure outlined in common law.
If the case of force majeure should last longer than six months, each of the parties has the option to terminate the contract, without being able to claim any compensation, with eight days’ notice via registered letter.
5.3. The delivery is carried out by placing the product in the buyer and/or project manager’s possession on our premises.
5.4. The buyer may not refuse partial deliveries.
The buyer and/or the project manager shall be notified at least twenty-four hours beforehand of the exact date on which the goods or the work shall be made available to them via phone, email or fax.
If the delivery is not accepted within five working days of the date established in this way, we reserve the right to force the execution of the contract:
o either by storing the goods and/or work with a third party, at the expense, risk and peril of the buyer
o or by automatically terminating the contract, without any need for formal notice, and claiming fixed compensation for damages and interest in the amount of 75% of the price.
Article 6 – Transport
Loading and transport occur under the care of the buyer and/or the project manager and the costs are borne by them exclusively.
Even if, under exceptional circumstances, we handle the organisation of the transport on their behalf, we assume no liability whatsoever for any incident that occurs during these operations which may damage goods or individuals belonging to the buyer and/or the project manager or third parties.
The buyer and/or the project manager must contract all the necessary insurances at their own expense.
Article 7 – Approval
7.1. At the time of delivery, as outlined in Article 5.3, the buyer and/or the project manager shall proceed, at their own expense, to examine the compliance of the goods and/or the work delivered at our plant.
Any claim pertaining to non-compliance or apparent defects must be made by the buyer and/or the project manager via registered letter or email or fax no later than eight days from the day on which the delivery to our premises occurred.
They must indicate the precise nature of the alleged defect, as well as its importance and invite us to examine the delivered item.
In the absence of a claim within this period, or a claim via these methods, the goods and/or the work is deemed to have been approved without reservation.
7.2. The obligation to deliver is sufficiently executed, even if the buyer and/or the project manager notices a discrepancy in the amount of goods delivered compared to the amount agreed, as long as this discrepancy is less than 10% of the expected amount.
In this case, the buyer and/or the project manager may not make any claim against us for this, or request that the invoice be revised.
7.3. When the goods and/or work is found to be non-compliant or has an apparent defect, we proceed, at our discretion, to replace it and/or repair it or to send a credit note, in exchange for the return of the goods, for the amount appearing on the invoice, excluding any damages and interest intended to compensate for any loss whatsoever, be it direct or indirect, foreseeable or unforeseeable, material, immaterial, moral, contractual or tort.
Article 8 – Transfer of ownership and risk
8.1. In the event of a seizure, or notification of a third party taking possession, the buyer must immediately notify the seller and inform the third party of the retention of ownership clause in these conditions.
8.2. Once the goods and/or work is made available in accordance with Article 5, all the associated risks are borne exclusively by the buyer and/or the project manager, even if we organise the transport on an exceptional basis.
Article 9 – Hidden defects
9.1. If the product sold has a manufacturing defect or a defect in the material that would impact its standard usage, we proceed to replace the part that is deemed to be defective within three months of its delivery, to the exclusion of any other damages and interest intended to compensate for any losses.
9.2. This guarantee automatically ends when the product sold has been transported, handled, stored, installed or used in so-called ‘abnormal’ conditions that may negatively affect the quality of the product that was initially delivered.
9.3. The buyer must, under penalty of forfeiture, inform us immediately in writing, within forty-eight hours of discovering the existence of the fault that he intends to activate the guarantee for at the latest, and specify the extent and nature thereof. They must also invite us to inspect the defective product.
Article 10 – Termination
10.1. In the event that the buyer and/or the project manager is at risk of insolvency, which may manifest itself, for example, in the existence of protested drafts of seizure on its part, social or tax debts, the denunciation of its bank credits and, in the event of a bankruptcy, a concordat or any other voluntary or forced liquidation procedure for the buyer, we have the option to automatically terminate the contract, without any need for formal notice, without prejudice to our right to claim for any additional damages and interest.
10.2. In the event that the buyer and/or the project manager fails to comply with one of their obligations, we have the option to automatically terminate the contract, without any need for formal notice, without prejudice to our right to claim for any additional damages and interest and to also apply Article 5.4 of these conditions.
Article 11 – Applicable law
All of our agreements are governed by Belgian law.
Article 12 – Jurisdiction
Any disputes, such as, for example, those concerning the creation, validity, execution, interpretation or termination of the contract, fall under the exclusive jurisdiction of the Courts of Liège, with this jurisdiction clause being applicable even in the event of an incidental request or an appeal of a judgement.