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1.
This order and the purchase agreement that is entered into shall be
governed exclusively by Belgian law, the general terms and conditions
set out hereinafter and, where applicable, the special conditions set
out on the front of this document. These
terms and conditions shall override any conditions mentioned in the
vendor’s documents. Such
conditions may therefore not be invoked against the purchaser in
connection with the agreement that is entered into.
2.
An order must be signed and set out in writing on the purchaser’s
standard form to be valid. The same conditions for validity apply to
amended orders.
3.
Orders shall only be deemed to have been confirmed if the attached
duplicate copy of this order is returned, signed by the vendor. If
this duplicate copy is not returned within eight days, the purchaser may
regard the order as automatically null and void. If
a delivery is made without the aforementioned order confirmation having
been provided, this shall in all cases imply the tacit acceptance by the
vendor of the purchase conditions set out by the purchaser.
4.
The prices are not susceptible to adjustment. They
include all payable duties and costs of customs clearance, packaging,
insurance and transport as far as the place of delivery. Any
returning of packaging material shall be undertaken at the vendor’s
expense.
5.
Every delivery must be accompanied by a delivery note, stating the nature
of the goods and the order form number. This information must also appear on the invoice. The
purchaser may refuse partial deliveries except where it has given its
prior consent to them. The
receipt of goods shall be undertaken exclusively at the purchaser’s
premises, and its equipment alone shall be used to check the delivery.
6.
Until the moment of delivery or installation at the indicated place, the
vendor shall retain sole responsibility for the goods, and bear all
risks in connection with lost or damaged goods, irrespective of whether
the transport costs are borne by the purchaser.
The
vendor declares that the delivered goods are ready for use, that they
correspond to all the specifications in the order and the delivered
documentation and to the requirements of normal usage and legal and
regulatory standards (with respect to safety, hygiene, bacteriological
quality, etc.) and that they meet the normal requirements of usability,
reliability and product life. In
particular, the goods should bear the CE mark. The supplier takes full
responsibility and indemnifies the purchaser in this regard.
Any deviation from these
requirements shall be regarded as a defect. In
the event of a serious defect, the purchaser may regard the purchase
agreement as terminated, automatically and without notice, or require
the delivery to be replaced by identical goods, or accept the delivery
on condition that a price reduction is accorded. This
choice shall be made by the purchaser alone. If the defect is minor, the purchaser shall request the goods’
immediate replacement at the vendor’s expense, including the cost of
any extension or reinstallation work. All
replacements shall fall within the scope of the original guarantee.
Moreover,
in the event of a defect, the vendor shall compensate the buyer and any
third parties for any related losses, including loss of use and loss of
profits. The guarantees
provided by the vendor shall only apply insofar as they do not restrict
the purchaser’s rights.
7.
Defects that the purchaser may reasonably be expected to notice at time
of delivery (during checks which may, however, be confined to samples
only) shall be reported within one month. The
purchaser’s signing of the delivery note shall not under any
circumstances be deemed to imply acceptance of the condition of the
goods, even if the vendor includes a declaration to this effect on its
delivery note.
Any merchandise that does
not correspond to the specifications in our order and is rejected during
the process of receipt into our dedicated warehouse shall be returned to
the supplier at the latter’s expense or shall be held at its disposal
in our warehouse for 15 days, starting from the day of our notification
of rejection; once this deadline is passed, the vendor shall be liable
to pay warehouse storage charges for the merchandise, which shall be
stored at the supplier’s risk.
Other
defects that are noticed subsequently shall be reported at the time of
their discovery. From the
moment of discovery, the purchaser shall have a period of six months
within which to issue a writ of summons against the vendor if the latter
fails to respond with a solution that leads to an amicable settlement.
8.
The delivery dates must be observed punctually, and failure to comply
with them shall automatically and without notice result, as the
purchaser chooses, in either a price reduction of 5% per week of delay,
without restriction, or the termination of the purchase agreement and
the payment by the vendor of compensation for related losses. The purchaser shall likewise be entitled, provided it gives written
notification thereof, to order the items on the delivery note from
another supplier, at the supplier’s expense, risk and peril.
9.
Payment shall be made 30 days from the end of the month in which the
invoice was received insofar as the receipt of the goods preceded that
of the invoice. The date of
payment shall be deemed to be the date on which the purchaser instructed
its financial institution to make the payment. In
the event of a delivery that does not correspond to the order, the
payment deadline shall be extended until such time as the order is
executed in full.
The purchaser shall in all
cases acquit its obligations by making payment to the supplier; any
factoring or other agreement that the supplier may enter into with third
parties shall not be opposable to the purchaser, unless the purchaser
agrees to this in writing.
10.
The agreement, while it has not yet been or has only partly been
executed, shall likewise, automatically, without notice, and with the
right to claim compensation reserved, be terminated if the vendor is
declared bankrupt, requests a composition with its creditors or the
extension of payments, or proceeds to liquidate its assets if these are
confiscated. The purchaser
shall give notice of the termination of the agreement by registered
letter.
In
the event of circumstances outside the vendor’s control making the
delivery of the goods on time impossible, the purchaser may regard the
agreement as terminated, and request the repayment of any sums already
paid.
11.
If the order relates to contracting work, the contractor should be
registered. The
contractor should provide documentary proof of its status as a
registered contractor within three days of receipt of this order.
During the execution of the
order, the contractor should submit proof of registration every week.
In the absence of such
proof, the purchaser may automatically regard the agreement as
terminated at any time, and shall notify the contractor thereof by
simple notification.
The contractor shall
compensate the purchaser for all losses, with a minimum of 30% of the
agreed price.
12.
During the execution of the order, the purchaser shall have the right to
conduct a check at any time inside the installations of the vendor and
its subcontractors. For all
orders of printed matter or printed items, a print test must be
presented for approval.
13.
Any dispute with regard to the execution, validity or interpretation of
the purchase agreement shall fall under the exclusive jurisdiction of
the Courts of Ghent.
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