1 GENERAL
1.1 These sales conditions are applicable barring changes which both parties
have agreed on explicitly and in writing.
1.2 These sales conditions are valid despite inconsistent conditions in the
sales conditions of the buyer.
1.3 The delivery includes only the equipment as described in the offer or the
order confirmation and the acceptance of these also implies that the buyer
accepts these sales conditions.
1.4 The delivery does not include masonry, fixing stones, and other possible
changes to pipes or any other apparatus or installation, also of which
moving or change would be necessary for the installation of the purchased
material, and any other work not explicitly mentioned in the written offer
or the written order confirmation.
2 ESTABLISHMENT OF AGREEMENT
2.1 The agreement is only concluded on the day that our company has received
all information necessary for the correct execution of the order and after
collection of the requested as determined in the payment conditions.
2.2 If our company has set a time limit in an offer, the agreement will be
considered to be established when the buyer has confirmed in writing
within the time limit to accept the offer.
3 DRAWINGS AND DESCRIPTIONS
3.1 The weights, dimensions, capacities, prices, output figures and all other
details mentioned in any catalogue, prospectus, circular, advertisement,
picture or price list have the nature of an approximate indication.
4 PRICES
4.1 The prices mentioned in the offers of our company are prices which are
valid on the day the offer was made.
4.2 If increases of wages, prices of materials, taxes, social or other expenses
would occur, which would increase the initial cost price, or if political,
economical or financial fluctuations would seriously change the general
condition of the market, then our prices can be readjusted at any time
with regard to the part of the order that remains to be executed.
4.3 Every change made upon request of the buyer to an order which was
already accepted by our company will justify a price increase and a
prolongation of the delivery time.
5 PAYMENT
5.1 Invoices are payable before or at collection or before delivery unless
otherwise stipulated in writing.
5.2 The down payments made by the buyer are deducted from the purchase
price and do not have the nature of earnest money, where by renunciation
the parties would have the right to undo the agreement.
5.3 The goods remain property of our company until payment in full of the
amount on the invoice, even after delivery. Meanwhile the buyer cannot
cancel the purchase and neither sell or mortgage the goods, and he remains
the only bailee (with full responsibility for the goods). Cheques and bills of
exchange are only valid as payment after their incashment ; any incashment
costs are at the expense of the buyer.
5.4 Every invoice which is not paid as agreed will be automatically increased
without warning and rightfully with 12 % with a minimum of € 150,- and a
maximum of € 2.000,- on account of fixed and undiminished penalty clause.
From the time the payment is claimable, the buyer shall be legally required
to pay interest at the rate of 1,5 % per month of the overdue amount, part of
any one month being counted as a whole month. In case of nonpayment or
as soon as one of the agreed conditions is not fulfilled, the seller will be
entitled to dissolve the agreement unilaterally.
5.5 The amounts that remain overdue with respect to purchases, whether
delivered or not, must be adjusted in case of devaluation or according the
exchange rate fluctuations of the currencies.
6 DELIVERY
6.1 Delivery times are only informative and are not binding for our company
and cannot give cause for compensation.
They start to run as soon as the buyer has fulfilled the requirements which
are agreed to execute the order.
6.2 Delays do not justify the dissolution of the agreement by the byer.
6.3 Any delay due to force majeure entitles our company to either dissolve the
agreement, or to postpone the delivery times for a period that corresponds
with the duration of the force majeure, and this without any compensation.
6.4 As a case of ‘force majeure’ shall be understood any event, even if it was
foreseeable, independent from the will of our company, and causing important
changes to the general operating conditions of the industry or trade of our
company, including, without limitation : war, hostilities, revolution, strikes,
lockout, political or social disturbances, fire, the introduction of national or
international regulations from the authorities, accidents with machines, the
cancellation or absence of transport services or the supply of electric current,
shipwreck, loss and/or damage at sea and non-performance by the seller’s
suppliers other than as a consequence of default on the part of the seller. Our
company will, if it deems it to be necessary, inform the buyer at the proper
time about the occurrence of the above events.
7 DELAYED RECEPTION
7.1 If the buyer does not collect the goods or does not accept the delivery within 3 months after down payment, he nonetheless has to make the payments as agreed up on for this delivery as if the goods had been delivered. In this case, our company will
store the goods for the buyer’s account and risk.
7.2 As from one month after the time described in clause 7.1 and under circumstances
as described in clause 7.1 the goods will be stored by our company. For this storage
costs shall be charged to the buyer at a rate of 2 % of the value of the goods per month. Part
of any one month being counted as a whole month.
7.3 Our company can give notice the buyer to collect the goods or to accept delivery within a reasonable time
If the buyer, for whatever reason, does not fulfil his obligations,
then our company has the right to dissolve the agreement by written notice and
without judicial intervention which relates to the part of the goods that due to this default was not
delivered notwithstanding the right of our company to recover compensation from the buyer for all damages with a minimum of 30% of the amount of the invoice. Suffered as a result of the buyer’s default.
8 TrANSPORT, PACKAGING, etc.
8.1 All actions with regard to transport, insurance, customs and all other handling and
treatments out of the workshop / warehouse of our company are for the buyer’s
account and risk. The buyer is liable to check the goods upon arrival and, if
necessary, to describe the damage on the transport document, to have the driver
sign and to recoup losses from transporters or other third parties, even if the
delivery was free delivered.
8.2 The goods travel at the buyer’s risk and our company declines any responsibility
with regard to the regularity of the transports on land, on water or by air.
8.3 Packaging are always for the buyer’s account and are not taken back by our
company unless otherwise stipulated in writing.
8.4 Transport prices are indicative and will be settled upon delivery at the then current price.
9 WarRantY
Material is always sold ex works, “as is”, in the condition known by the buyer,
unless otherwise stipulated in writing, and under the following conditions :
9.1 The warranty is limited to the replacement of defective parts, with the exception
of the wearing parts such as e.g. conveyor belts, etc.
9.2. The duration of the warranty on material sold by our company is maximum three
months from the day of delivery. In case that the material is in operation day and
night, the duration of the warranty is reduced to half the length.
9.3 In order to be able to refer to the rights deriving from this clause, the buyer has to
inform our company immediately in writing and render full cooperation to enable
our company to verify or repair the defects.
9.4 Unless otherwise agreed, the transport of the parts sent for replacement, between
our company and the place where the machine is installed, is for the buyer’s
account and risk.
9.5 The defective parts that have been replaced according the above clause have to be
put at the disposal of our company.
9.6 The warranty does not cover defects with the material supplied or imposed by the
buyer or resulting from a construction required by the buyer.
9.7 The warranty is only valid under normal operational conditions and normal use.
It is particularly not valid for defects resulting from : lack of inspection, bad
maintenance, changes made by the buyer without written consent by our company,
badly executed repairs by the buyer or third parties, or normal wear.
9.8 Repairs, changes, or replacement of parts during the warranty period cannot cause
the warranty period to be extended. The detection of a defect does not authorize
the buyer to replace the defective parts : our company always has to be consulted
about the advisability of a replacement. If the buyer wants to replace one or more
parts by himself, this will always be at his own risk. Our company refuses all
warranties on machines or installations supplied by our company when any kind of
repairs are done by people who do not belong to our company.
9.9 The aggregate liability of nv Barsso under this agreement shall never exceed the maximum amount for which nv Barsso has covered its liability by means of an insurance agreement.
10 DISPUTES AND APPLICABLE LAW
10.1 For any kind of dispute, only the Belgian Court (Kortrijk) has exclusive
jurisdiction.
10.2 The agreement shall be governed exclusively by Belgian law.
10.3 The goods shall be deemed to have been accepted by the buyer unconditionally if
our company does not receive a specific complaint in writing within 8 days after
delivery.
10.4 The buyer agrees to make the necessary adjustments to the purchased goods
before putting them into operation according to the laws and regulations about
safety and hygiene applicable in his country.
13 Translations
Only the Dutch version of these Sales Conditions is legally binding.