These general terms and conditions apply subject to any changes that both parties expressly agree to in writing.
1. Option
If no option period has been specified, our quotations are non-binding.
2. Orders
Each order is only valid after our written confirmation. The terms and conditions of the order are exclusively those of our confirmation, supplemented by our general terms and conditions of sale. This also applies if other terms and conditions are stated on the order provided by the customer. The general terms and conditions of sale supplement the special terms and conditions that appear on our order confirmations. In the event of any contradiction, the special terms and conditions of our order confirmation shall take precedence. We reserve the right to demand payment guarantees from the customer during the execution of the order. In the absence of timely and/or sufficient guarantees, any default in payment, bankruptcy, application for a judicial settlement or deferment of payment or dissolution or liquidation, publication of protested bills of exchange, summons to court due to overdue payment, opening of a file with a service for investigating companies in difficulty, press releases about poor solvency, or apparent insolvency of the customer, death, or sale, transfer, pledging, or contribution to a company of the customer's business assets or equipment, as well as when the customer does not accept a bill of exchange on time, the outstanding amounts, including those owed by the customer to our affiliated companies, will be claimed immediately without the need for a notice of default, and despite any payment terms granted and/or the drawing of bills of exchange or promissory notes and/or agreed staggered deliveries, and we shall be entitled to suspend or cancel all our commitments without judicial intervention by registered letter, without being liable for any compensation and without prejudice to our right to compensation.
3. Quality and acceptance
The use thereof, or filling in our products, implies the customer's acceptance and full agreement with the quality delivered. Our responsibility regarding delivered packaging ceases from the moment that filled packaging is shipped or stored by our customer. Complaints regarding the delivered goods or work performed that are not made within eight days of the date of sending the invoice will not be accepted. All such complaints must be made by registered letter.
Chemical or technical advice is provided both in writing and verbally to the best of our knowledge, for which we cannot accept any liability. The customer is responsible if the chosen packaging proves unsuitable. We reserve the right to make changes to our packaging at any time that we deem useful for any reason. In principle, our packaging only complies with the specifications stated on the order confirmation. In the specific case of internally lined packaging, we assume that the customer will test its chemical resistance in relation to their product. If we assist with these tests or carry them out on behalf of the customer, the results obtained will only be communicated for information purposes. In that case, we accept no responsibility whatsoever. We only guarantee that the method of application used for the inner lining is the same as that used for the samples supplied.
4. Delivery times
The agreed delivery times are not binding on us; they are only estimates. Any delay can never give rise to termination of the agreement or to any compensation. If the delay or inability to perform the contract is due to government orders, withdrawal or termination of a license, force majeure, mobilization, war, epidemic, lockout, strike, demonstration, defects, fire, flood, explosion, lack of raw materials or labor or means of transport, changed economic circumstances, vandalism, exceptional weather conditions, accidents, and all circumstances beyond our control that disrupt the normal course of business, we shall be entitled to declare the contract null and void by registered letter and without the intervention of the courts, without costs or compensation for either party, for the obligations not yet performed.
5. Shipping
The transport of goods, either to the customer's address or to locations specified by the customer, is always carried out in a helpful and service-oriented manner, at the expense and risk of the customer, and without any responsibility on our part, even if the goods are delivered carriage paid.
6. Prices
The prices quoted are only valid for the quantity and duration specified in our order confirmation. Additional quantities will be considered a new agreement and may be delivered at different prices.
7. Payment
All our invoices are payable within 30 days of the invoice date, without discount, at our registered office in Belgium by transfer to our bank account stated on our invoices or contracts. The drawing of a bill of exchange or check shall only be considered as payment on the day that we have definitively and unconditionally received the bill of exchange or check amount and does not constitute a waiver of the application of our general terms and conditions.
Any costs incurred shall be borne by the customer and shall be immediately repayable upon simple request.
In the event of non-payment on the due date, a conventional default interest shall be payable by operation of law and therefore without prior reminder or notice of default, in addition to the principal amount of the invoice, at an interest rate equal to that specified in the Act of August 2, 2002, on Late Payment in Commercial Transactions and its implementing decrees, and that from the due date until full payment. In addition, in the same case of late payment, a conventional surcharge clause is also payable by operation of law, equal to 10% of the principal amount of the invoice(s), with a minimum of EUR 40.00 and a maximum of EUR 3,000.00.
These interest charges and surcharges shall always apply in the event of non-payment, even if we grant a deferment of payment. In the event of partial payment after the due date of the invoice(s), we shall first apply this payment to the conventional interest charges and the conventional surcharge clause due on the date of payment, and only then to the balance of the principal amount due on the invoice(s) (invoices).
8. Jurisdiction
The Commercial Court of East Flanders, Dendermonde division, shall have exclusive jurisdiction over all disputes. However, we reserve the right to bring the dispute before any other competent court.
9. General clause
The provisions set out in our general terms and conditions of sale or in the special conditions of each agreement shall not prevent us from asserting our rights to claim compensation for all damages or to bring any legal action not expressly provided for.
10. Retention of title
The goods sold or delivered, even if they have been processed or used, only become the property of the customer after full payment has been made, including interest, damages, and costs. The risk of the goods passes to the buyer as soon as our goods leave our workshops. We have the right to take back the delivered products without court intervention. The customer hereby gives permission to enter the premises where the goods are located. Our exercise of our retention of title does not constitute termination of the agreement. We have the right to sell these goods by private sale or auction. The proceeds will be offset against the customer's obligations after deduction of the costs of sale. Any surplus will accrue to the customer. The customer's surplus remains our property as compensation and will, if necessary, be charged to the customer's obligations.
11. Data protection and cybersecurity
The customer and/or any external party undertakes to comply with all applicable laws and regulations in the field of data protection and cybersecurity. This includes, but is not limited to, the General Data Protection Regulation (GDPR) and other relevant national and international legislation. In the event of a security incident that may affect our systems or data, the customer and/or any external party is obliged to notify us immediately, but no later than 24 hours after discovery, of the nature and extent of the incident, as well as the measures taken to mitigate the incident and prevent future incidents. We also reserve the right to bring any appropriate claim for damages or other claims (such as a claim for cessation of activities, claims in summary proceedings and on the merits, etc.) in the event of a security incident/cyber incident or in the event of a violation/breach of GDPR legislation, at the expense of the party that is in breach/responsible for the aforementioned breach(es).
“By way of Alternative Dispute Resolution measure, the “Service de Médiation des Consommateurs” of the SPF Economie was appointed to handle all demands for out-of-court settlements of consumer disputes. The “Service de Médiation des Consommateurs” will either intervene directly or will transfer your complaint to the competent entity. You can contact the Service de Médiation des Consommateurs via this link: http://www.mediationconsommateur.be//en.
In case of cross border disputes, you can also contact the “Online Dispute Resolution” platform of the European Union via this link: http://ec.europa.eu/odr ”.
