Our present general terms of sale, which are considered to be known and accepted by our clients without any reservation, are applicable to all our sales, even when other incompatible stipulations are mentioned on the order form of the buyer. Our general terms of sale can’t be modified unless we’ve given our explicit written consent.
1. Offers and orders
Before binding us, the verbal offers, orders and contracts must either be confirmed by us in writing or we must respond to those by dispatching the goods and the invoice. Written offers are made without any obligation, except for contrary stipulations in our offers themselves. The validity of our contracts never applies to the past but always to the present. All the sales are considered to have taken place at Moeskroen. We reserve the right, even after inception of the fulfillment of the contract, to claim real or personal securities, or even to suspend or cancel the contract in case of a shaken credit of the buyer, suspension of payments or any situation of insolvency, as well as each event in general revealing one of the described situations, (publication of protested bills of exchange, summons to appear in court due to arrears, rumors, etc.) without us having to pay any damages.
2. Terms of delivery
Unless specifically stated otherwise, our terms of delivery are quoted for information purposes only and without any obligation on our behalf. In case of a delay in delivery, whatever the cause may be, the customer is denied any right to cancellation of the order, or indemnification. We reserve the right to carry out partial deliveries. Such deliveries will be assumed to have been carried out in accordance with separate contracts to which the present stipulations are applicable accordingly.
The delivery and invoicing take place on the basis of the quantities at the moment of dispatch of the goods. Tolerances as to the contracted quantity up to 15 % more or less are common in this branch.
The prices mentioned in the offers, contracts and confirmations of orders, are based on the price lists valid at the moment of conclusion of the contract (price of the raw material, taxes and contributions on the goods that are to be delivered, carriage, insurance premiums etc. - this enumeration is non-restrictive). Increases of those prices always are to be borne by the buyer. In case of failure on the part of the buyer to take delivery of the goods within the agreed delivery period, we have the right to refix our prices.
5. Place of delivery - acceptation - risks
Our goods are being delivered and accepted in our warehouses at Moeskroen (Belgium). They are being sold in our warehouses, even when the prices would be fixed carriage paid and the risk always has to be borne by the customer, whatever the way of transport. Wrapping material is being charged to the buyer. When this material is being returned by the buyer, in an impeccable state, within 3 months of the date of invoicing, he can claim reimbursement of the sum that was paid by him to the seller.
6. Guarantee - responsibility - complaints
The buyer accepts the goods in the condition, in which they are and which is assumed to be known by him at conclusion of the contract. The buyer bears all the risks and responsibility of whatever nature, resulting from the use of the goods in question, either alone, either in combination with other materials. All the goods are assumed to have been definitively accepted, 7 days after acceptation at the latest. Each complaint or protest expressed more than 7 days after acceptation of the goods will be considered inadmissible. Complaints or protests need to occur in writing. A reaction to an overdue complaint on behalf of the seller by no means implies a renunciation to this article and always occurs with reservations of all the rights and without any prejudicial acknowledgment. Complaints are being excluded for goods being sold explicitly as seconds. This also counts for complaints regarding goods with a slight difference in colour, quality, yarn number and dimension. In case of complaints, our responsibility is in any case restricted to the reimbursement of the goods which are recognized faulty, or to the replacement at the seller’s option. For whatever reason, we therefore never can be held responsible for the reimbursement, claimed by the customer, of an amount exceeding the one of our invoice for delivery of the goods in question .
Basically, the goods sold by us will not be taken back. Consequently, not a single return must take place without our previous written approval, provided this approval doesn’t entail a single prejudicial acknowledgment for us. Those eventual returns will take place at risk and peril of the customer and according to the seller’s instructions. Anyhow, goods having suffered only a minor damage will be excluded.
The buyer is obliged to pay in the currency mentioned on the invoice, unless expressly agreed otherwise. Conversions aren’t being accepted; otherwise the seller reserves the right to claim immediately occurring differences in prices. Moreover all the costs attached to this payment have to be borne by the buyer. All the invoices and bills are payable at Moeskroen (Belgium). Emission of bills of exchange is no exception to this. Except for contrary written stipulations, the payments must take place within 30 days of the date of invoicing at the latest. Each remaining delivery will automatically be suspended at each moment at which the client wouldn’t have paid the previous invoices in due course. Such an interruption in the delivery cannot give cause to damages to be paid by the seller. On the other hand, non-payment of one single delivery by the buyer will result in immediate claimability of all the amounts which the buyer still is indebted to us, for whatever reason, even when grace periods have been granted by our company for the stated amounts of the expired bills of exchange. Payment is only assumed to have taken place, as soon as and insofar as we can dispose freely of the amount. If we accept checks and/or bills of exchange, the payment is only assumed to have taken place if and insofar as the checks or bills have been cashed. In case of non-payment within the fixed term of 30 days, the total amount of the due debts will legally and without summons being necessary be charged an interest of 12 % yearly. Those interests remain in force until the day of payment, regardless of the fact if a legal procedure whether or not was started. In case of non-payment in full or in part at maturity, without valid reasons and after summons remained without answer, the amount due shall be increased by 15 % with a minimum of 150 EUR, even when days of grace have been granted.
9. Transfer of property
The seller reserves title to all goods delivered till complete settlement of all the amounts due by the buyer to the seller, on whatever account. Until then the seller is entitled to regain possession of the goods without having to respect any other formality than to inform the buyer of his arrival to come and pick up the goods. Once the goods have been delivered, all the risks of loss and demolition have to be borne by the buyer. He will therefore have to insure himself against such risks. Should the buyer form or have someone to form new objects from the delivered goods, mix them with others or, in any way, see to it that they become a component of other objects, the seller acquires the title to those other objects from their formation on, as surety for the payment in full of the amounts due by the buyer to the seller. The titles are transferred in advance by the buyer to the seller without any other declaration or indication of the objects having to be necessary. Eventually the buyer will be entitled to sell and deliver those objects to third parties, within the framework of his normal professional activity, provided that, as long as he hasn’t fulfilled his obligations of settlement towards the seller, he is obliged to do the necessary for the assignment of his claim on third parties to the seller.
10. Cancellation of the contract
Should the buyer fail to fulfill any obligation by virtue of the present contract or any other contract concluded between parties, the seller is entitled to consider the concluded contract(s) legally void to the prejudice of the buyer, without any summons being due, without prejudice to the rights of the seller or damages. The cancellation of an order, when accepted by the seller, entitles the seller to an indemnification of 20 % of the amount of the order.
The fact that the buyer doesn’t receive our general terms of sale in his mother tongue, doesn’t release him from their application. For the conclusion of the contract however he can request in writing the translation into French, German or Dutch. Only the Dutch text is legally binding, texts in another language serve exclusively as translation.
12. Disputes and jurisdiction
It is expressly being agreed between parties that possible disputes resulting from the concluded contract must be settled by the courts of the district of Kortrijk (Belgium). The Belgian law is applicable.