Disclaimer

These General Terms and Conditions of Sale are applicable at all times with the exception of modifications to which both parties explicitly agree upon in writing.

1. Option

If the option for a fixed time limit on our offers has not been taken up, then our offers are non-binding.

2. Orders

All orders are only valid after having received our written confirmation. The terms and conditions of the order are exclusively those stated on our confirmation, in addition to our General Terms and Conditions of Sale. The same applies irrespective of any other conditions stated on the order placed by the customer. The General Terms and Conditions of Sale are an integral part of the special terms and conditions stated on our order confirmation form. In the event of any dispute, the special terms and conditions of our order confirmation shall prevail. We reserve the right, during the execution of the order, to demand a guarantee of payment from the customer. In the absence of a timely and/or sufficient guarantee, or in the event of any non-payment, bankruptcy, application for judicial settlement or postponement of payment or dissolution or liquidation, publication of contested bills of exchange, writ of summons in court as a result of arrears, opening of the case at a service for tracing companies in difficulty, press releases on poor solvency, or the apparent insolvency of the customer, death or sale, transfer, placement as a pawning or injection of the business fund or the customer’s equipment in a company, as also in the case where the customer does not accept a bill of exchange on time, the outstanding amounts, including those owed by the customer to our related companies, will be claimed immediately without any notice of default being required, and irrespective of particular permitted payment terms and/or the drawing of bills of exchange or promissory notes and/or agreed staggered deliveries, and we are entitled to suspend or cancel all our obligations by registered letter without the intervention of the court as intermediary in that respect, without this entitling us to be held liable for any compensation for damages, and without prejudice to our right to claim compensation.

3. Quality and acceptance

The use of our products, or filling up of our products, implies the acceptance and total agreement of the customer in respect to the quality of our delivered products. Our responsibility with regard to delivered packaging always ceases from the moment that the packaging, which has been filled, is sent or stored by our customer. Complaints concerning the delivered goods or concerning work carried out, which are not submitted within eight days of the actual date of issue of the invoice will not be accepted. All such complaints must be made in writing by registered letter. Chemical or technical advice is given 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 type of packaging proves to be unsuitable. We reserve the right to modify our packaging at any time, whenever we consider it advantageous for whatever reason. In principle, our packaging only complies with the specifications stated on the order confirmation. In the specific case of the inner lining in the packaging, it is our assumption that the customers themselves will carry out the necessary tests with regard to its chemical resistance in relation to their product. If we provide any assistance with these tests or, if necessary, carry them out on behalf of the customer, the results obtained will be provided for information purposes only and in which case we shall not take any responsibility. We only ensure that the method of application for the use of the inner lining is the same as that used for the samples that were provided.

4. Terms of delivery

The agreed delivery times are not binding on us, they are only provided as an indication. An eventual delay can never lead to termination of the agreement or to a claim for compensation. If the delay or the impossibility of carrying out the contract is due to: a government-imposed order, revocation or expiry of a license, force majeure, mobilisation, war, epidemic, lock-out, strike, demonstration, defects, fire, flood, explosion, lack of raw material or labour or means of transport, changed economic circumstances, vandalism, exceptional weather conditions, accidents and all circumstances that disrupt the normal course of events beyond our control, we have the right to declare the contract non-existent by means of a registered letter for these commitments that have not yet been carried out and without the intervention of the court, at no cost or compensation for both parties.   

5. Delivery

The transport of the goods, either to the address of the customer, or to such places indicated by him/her, is always carried out as an assistance and service, at the expense and risk of the afore-mentioned customer, and without any responsibility on our part, even if the goods are delivered free of charge.

6. Prices

The prices quoted are only valid for the quantity and duration stated on our order confirmation. Additional quantities are considered as a new contract and may be delivered at different prices.

7. Payment

All our invoices are payable within 30 days from invoice date, without discount, at our registered office in Belgium by bank transfer to our bank account stated on our invoices or contracts. The drawing of a bill of exchange or cheque only counts as payment on the day we definitively and unconditionally receive the bill of exchange or cheque and does not constitute a waiver of the application of our general terms and conditions.

All possible charges shall be borne by the customer and immediately payable on demand.
In case of non-payment on the due date, in addition to the principal amount of the invoice, a conventional late-payment interest shall be due ipso jure and therefore without prior reminder or notice of default, the interest rate of which shall be equal to the interest rate determined by the Act of 2/8/2002 on Late Payment in Commercial Transactions and its implementing decrees, and this from the due date until full payment. Moreover, in the same case of late payment, a conventional increase in interest equal to 10% of the principal amount of the invoice/invoices shall also be due by operation of law, with a minimum of EUR 40.00 and a maximum of EUR 3,000.00.

This interest and increase shall always apply in the event of non-payment, even if we were to grant an extension of payment. In case of partial payment after due date of invoice(s), we will first impute this payment on the conventional interest and conventional increase clause due on the date of payment,

8. Jurisdiction

For all disputes, only the Enterprise Court of East Flanders, Dendermonde division has jurisdiction. However, we reserve the right to bring the dispute before any other competent court.

* Note: All legal proceedings will be in Dutch. The Dutch general sales conditions (“Algemene Verkoopsvoorwaarden) take legal precedence. This translation is provided solely for information and has no legal standing.

9. General clause

The provisions laid down in our general terms and conditions of sale or in the specific terms and conditions of each contract do not prevent us from exercising our rights to claim compensation for all damages or to take legal action other than those explicitly provided for.

10. Retention of ownership

Sold or delivered goods, even if they have been processed or used, only become the property of the customer after full payment, and after payment of interest, damages and costs. The risk of the goods is transferred to the buyer from the moment our goods leave our warehouses. We have the right to repossess the delivered goods without the intervention of the court. The customer hereby gives permission to access its premises where the goods are located. Our intervention based on our retention of ownership does not imply the dissolution of the contract. We have the right to sell these goods direct or by auction. The proceeds, after deduction of the sales costs, will be offset against the customer’s obligations. Any surplus shall benefit the customer. The surplus accrued by the customer shall be retained by us as compensation, and shall, if necessary, be charged against the obligations of the customer.

11. Data protection and cybersecurity

Customer and/or any third party undertakes to comply with all applicable data protection and cybersecurity laws and regulations. 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 potentially affecting our systems or data, the customer and/or any external party is required 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 action for damages or other claims (such as e.g. action for injunctive relief, interlocutory and substantive claims etc.) in the event that a security incident/cyber incident occurs or in the event of a violation/infringement regarding the GDPR legislation, at the expense of the party in breach/responsible for the said breach(s).

“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 ”.