GENERAL TERMS AND CONDITIONS OF SALE
1. RANGE OF APPLICATION All orders and all purchases shall be subject to the present terms and conditions. No modification or addition to the terms and conditions in print shall be recognised. No account shall be taken of any which promises or undertakings to different effect which have not been confirmed in writing.
2. OFFER Prices are without obligation and all orders recorded by our sales representatives shall become valid only following approval by the seller.
3. DELIVERY Delivery terms are provided by title of information and shall not occasion the seller to be considered defaulting through the fact that stated delivery terms have expired, even when delivery terms have been expressly supplied. Exceedance of the delivery terms shall by no means warrant the filing of a claim for compensation, the refusal of the goods or the cancellation of the order. Following receipt of a notice of default by registered delivery, the seller shall at all times have a supplementary term of ten working days in which to effect delivery. The buyer however shall be under obligation to purchase within eight days following receipt of a notice of default by registered delivery. In default whereof the seller shall be entitled to invoke the cancellation of the contract by operation of law and without a new notice of default requiring to be served, at the charge of the buyer or to claim forced purchase.
4. COMPLAINTS The purchase of the merchandise shall be considered as due acceptance. All complaints are to be notified by registered letter within two days following receipt of said goods, under penalty of forfeiture. The burden of proof for the alleged non-conformity or flaws rests with the buyer.
5. DISSOLUTION In all cases where the sales agreement is dissolved through the action of the buyer, the latter undertakes to pay the seller a flat fee sum which corresponds to 25% of the sales price of the goods which are the object of the dissolved agreement, by way of compensation for any damage and loss of profit incurred.
6. PAYMENT Invoices are payable in their entirety in cash, net and without discount (not even in the event of early payment) upon delivery of the goods, except when expressly agreed to different effect in writing. In the event of non-cash payment, an interest shall be legally owed to the amount of 1% per month or fraction of the month that has been started without any notice of default requiring to be served, in departure from art. 1146 of the Civil Code. In the event of non-payment of the invoice within 30 days following the invoice date due to negligence or ill will, the invoice amount shall be legally and without notice of default being required augmented by 10% (with a minimum amount of €25 and a maximum amount of €1.250) by way of conventional and flat rate compensation for non-legal expenses without this clause serving as an impediment for the prospective application of art. 1244 of the Civil Code in favour of the debtor.
7. RESERVATION OF PROPERTY The title of ownership over the goods supplied does not transfer into the hands of the customer until after payment in full has been received from said customer of all sums owed with the inclusion of any interests, majorations and costs. In the event the customers fails to remit payment in timely fashion and further, if he were to be declared bankrupt, should request deferred payment, sell his enterprise or wind up his business or if one or several of his goods were to be seized, the company shall be irrevocably entitled to remove or have removed the goods over which it has retained the title of ownership from the location where they are stored. The company shall advise the customer ahead of time by registered delivery of its decision to take back its goods as well as of the dissolution of the agreement. All risks and costs issuing therefrom are at the charge of the customer.
For Great-Britain: The title in the goods shall pass to the Buyer only when payment in full has been received by the Seller for all goods whatsoever supplied (and all services rendered) at any time by the Seller to the Buyer. The Buyer shall permit the servants or agents of the Seller to enter on to the Buyer's premises and repossess the goods at any time prior thereto. As long as payment has not been effected the Buyer cannot sell, pledge or offer goods as guarantee or collateral security.
Should the goods (or any of them) be converted into a new product, whether or not such conversion involves the admixture of any other goods or thing whatsoever and in whatever proportions, the conversion shall be deemed to have been effected on behalf of the Seller and the Seller shall have the full legal and beneficial ownership of the new products, but without accepting any liability whatsoever in respect of such converted goods in relation to any third party, and the Buyer hereby indemnifies the Seller in relation thereto. In the case of non-payment at the due date and upon demand the Buyer must return forthwith to the Seller all merchandise unpaid for.
8. COMPETENCE CONDITION As a mutual guarantee and commitment for a fast settlement of controversies through arbitration the seller can charge the B.A.I.
(Belgian Arbritation Institute npa) with the appointment of arbitrators who will be authorized to settle for good any controversy arising from the current document as to the interpretation, the execution or the dissolution, in conformity with its regulations for operation that can be obtained free of charge at B.A.I., Lieven Bauwensstraat 20 at 8200 Brugge (tel. +32 (0) 50 32 35 95 and fax +32 (0) 50 31 37 34). On demand of the seller, the litigation can also be introduced before the courts of Kortrijk. Belgian law will always be applicated.