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These general conditions shall apply and are only subject to amendments to which both parties have explicitly agreed in writing.
1 Option: If no optional deadline has been stated our price offers remain open ended.
2 Orders. Each order is valid only after being confirmed by us in writing. The conditions of the order are exclusively those stipulated in our confirmation and, in accordance with our general sales conditions. These general conditions, hereby stated, also take precedence over any individual conditions stated in the client’s order. These general conditions together with any special conditions that are stated in our confirmation of order are indivisible and inseparable. In case of conflict the special conditions stated in our confirmation of order will prevail. We reserve the right to demand guarantees of payment from the client during the execution of the order. In cases of: absence of timely and/or insufficient guarantee, default of payment, bankruptcy, request for judicial agreement or for deferment of payment or dissolution or in settlement accords, publication of declined bill of exchange, (writ of) summons before court as a result of outstanding payments, opening of a file by a service with authorisation to investigate firms in difficulties, negative press releases concerning solvability, or apparent insolvency of the client, decease, or sale, transfer, pawn, or transfer of commercial funds or assets to the advantage of the client, where the client does not accept the bill of exchange promptly, then the amounts due, including amounts that the client owe to our related firms, will be demanded immediately without proof of default being required and, contrary to previously granted payment conditions and/or payable bill of exchange or bank transfers and/or agreed spread of deliveries, we have the right to suspend or cancel all our obligations by means of a registered letter without intervention of a magistrate, without being eligible for any kind of damages and our right to claim damages remains unaffected.
3. QUALITY AND ACCEPTANCE
The use of, or the filling of our products, implies the acceptance of and full agreement by the client with respect to the quality of the product supplied. Our responsibility for delivered drums (products) ceases from the moment the drums (packagings), filled by the client, are dispatched or stocked. Complaints, regarding delivered goods or executed work, which have not been made within eight days counting from the date of the invoice, will not be accepted. All complaints must be submitted in writing and sent by registered letter.
Chemical or technical advice is supplied, in a written as well as oral form to the best of our knowledge, for which we cannot accept any liability. The client is responsible if the chosen type of packaging proves not to be suitable. We retain all rights to make alterations to our packaging at any time, for whatever reasons as well as those we consider to be advantageous. As a matter of principle our packagings comply solely with the specifications as stated in the confirmation of order. In the specific case of packaging with an inside lining, we retain the right to presume that the client tests the chemical stability with regard to the (filled) product. If we are of help to, or alternatively, carry out these tests on behalf of the client, the obtained results are only communicated by way of information. In this case we take no responsibility whatsoever. We only guarantee that the way the inner lining was applied, is identical to that supplied in the samples.
4. DELIVERY TIMES
The quoted delivery times are non-binding; they are only approximate. A possible delay can never give rise to a claim of breach of order or claim for damages. If the delay or the impracticability to execute the order is due to governmental decree, withdrawal or end of licence, force majeur, mobilisation, war, epidemic, lock-out, strike, demonstration, defects, fire, flood, explosion, lack of raw materials or labour shortage or means of transport, altered economic circumstances, vandalism, exceptional weather conditions, accidents and all other circumstances which occur beyond our control and disturb the normal procedure, we reserve the right to rescind the incomplete order by means of registered letter without legal intervention and without involving costs nor damages for both parties.
Dispatch of goods, either to the customer’s address or to an address designated by the customer, is always carried out under the proviso of being of help or obliging and by order of and, at the risk of, the said customer and excludes responsibility on our part, even if the goods are being delivered free of freight charges.
The prices stated are valid only for the quantity and the period of time stated on our confirmation of order. Supplementary quantities will be considered as a new order and as such can be subject to differing delivery times and prices.
All invoices are to be paid in full and without discount at our head office in Dendermonde (Belgium) or by transfer to the bank account number stated on the invoice, within thirty days starting from the end of the month of the invoice date.
A bill of exchange or a cheque is only accepted as payment on the day we unconditionally receive the funds and does under no circumstance renege on our conditions. All possible costs are at the expense of the customer. In the case of non-payment on the due date, an interest of 12% per year will be incurred on the balance of the outstanding debt as well as an increase of 15% with a minimum of €125 and a maximum of €1,860; even in such case of respite being allowed.
8 LEGAL AUTHORITIES
All disputes of any nature are governed exclusively by the jurisdiction of the Court of first instance of Dendermonde (Belgium) or the authorised justice of peace of Dendermonde. However we reserve the right to refer disputes to any other authorised lawcourt.
* 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 STIPULATION
The stipulations stated in our general sales conditions or in the special conditions of each order, cannot prevent us from asserting our rights in respect of the amount due for all damages or from pursuing every unforeseeable legal claim.
10 THE RIGHTS OF OWNERSHIP OF GOODS THAT HAVE EITHER BEEN SOLD OR DELIVERED, EVEN WHEN TREATED OR USED, ONLY BECOME THE PROPERTY OF THE CUSTOMER AFTER FULL PAYMENT HAS BEEN MADE and, where applicable, after payment of interest, damages and costs. The risks of the goods are transferred to the purchaser the moment the goods leave our premises. We reserve the right to claim the return of delivered goods without legal intervention. In such cases, the customer grants permission to enter such premises where the goods are located. By asserting our reservation of right of ownership this cannot constitute an annulment of the order. We reserve the right to sell these goods out of hand or by auction. The financial gain will be set against the customer’s orders after sales costs have been deducted. Any surplus arising will be of benefit to the customer. The customer’s surplus will be reimbursed by us as compensation and, in such case shall be designated as credit for any future orders from the customer.
“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 ”.