General sales conditions
1. Orders shall only be considered final when they are confirmed in writing by an order confirmation issued by the client. A copy of the order confirmation must be returned to us after signing. Our agents or representatives are not authorised to receive the amount of an invoice unless explicitly stated.
2. Our delivery times are given for information purposes only and are approximate. No delay can give rise to compensation or cancellation of payment. We reserve the right to make partial deliveries and partial invoicing.
3. Shipments are made without prior notice. In the event of any postponement, accepted by the seller, the resulting costs shall be borne in full by the buyer with a minimum of one and a half per cent per month of postponement as compensation for financing insurance and warehouse costs.
4. Dispatch shall always take place at the buyer's risk and expense from the moment the goods have left the place of loading in the seller's warehouses. Any reservation must be addressed to the carrier, even if the freight is borne by us.
If dispatch is delayed due to a fact attributable to the buyer, the goods shall be deemed delivered and the risk transferred from the day on which they are ready for dispatch.
Any increase in the freight or transport charges arising between the order and the dispatch shall be borne by the consignee in the case of carriage-paid sales.
5. In the event of force majeure, the seller reserves the right to either cancel the contract or extend the delivery period. However, if this state of affairs lasts for more than three months, the agreement may be cancelled by both parties.
The cancellation does not give any right to compensation. In addition to the legal events, the following shall also be regarded as force majeure: strikes, lock-outs, serious accidents in the business premises of the seller or his supplier, fire in general, any event, even abroad, which would jeopardise the proper performance of the agreement.
6. The buyer is obliged to inspect the goods as from receipt and at his expense. To be accepted, any complaint under penalty of nullity must be formulated in writing within three days of receipt, it being understood that the goods have not undergone any transformation or treatment.
7. Any complaint about hidden defects must, under penalty of nullity, be lodged within eight days of discovery of the defect. The complaint must be formulated in writing and sent to the seller by registered mail.
In all cases, the seller's responsibility shall be limited to the replacement of the delivered goods and only for those goods on which the buyer has effectively suffered damage, calculated at the invoice price, regardless of the cause of the damage.
8. The invoice is payable at the registered office of N.V. Vanhauwaert & C°. There shall be no deviation from this when we draw bills of exchange on buyers or receive securities in payment.
Unless the seller has expressly allowed other payment terms, payment shall be made 30 days after the invoice date.
If payment is delayed, the invoice amount or the outstanding balance shall automatically and without prior notice incur interest of one and a half percent per month.
If an invoice remains wholly or partially unpaid from its due date, the seller shall also be entitled, after unfruitful notice of default, to liquidated damages amounting to 12 per cent of the amount not paid on time, with a minimum of €125.00 per invoice.
Failure to pay an invoice on the due date shall result in the expiry of any extension of payment granted for other deliveries and shall make all invoices not yet due and payable immediately.
9. Pending disputes of any kind shall never entitle the customer to suspend payment.
10. Should the buyer fail to fulfil his obligations under this contract or any other contract between the same parties, the performance of the buyer's obligations under these contracts shall be suspended ipso jure and without notice of default.
In addition, the seller shall have the right, 14 days after sending a notice of default by registered post and without prior recourse to the courts, to cancel all or part of these contracts, without prejudice to its right to compensation fixed at 25 per cent of the price of the undelivered goods. The notice of cancellation shall be sent by registered letter.
11. If for some reason one or more of the above provisions cannot be applied, all other provisions shall nevertheless remain in force.
12. The goods delivered in Belgium remain our property until full performance of his obligations by the buyer. The buyer is nevertheless responsible for these goods and is liable for their loss. Goods delivered abroad remain our property until full payment has been made by the principal.
If this principal applies for a postponement of payment, is declared bankrupt or if, in our opinion, payment is doubtful, we are entitled to take back the delivered goods processed or unprocessed, in which case the contract is also dissolved without judicial intervention, without prejudice to the right to compensation.
13. If, at the request of the purchaser, the delivery invoice is issued in the name of a third person and the goods are delivered to the latter, the purchaser remains responsible and liable for payment of the delivery invoice. By delivery at the place designated by the Ordering Party, the Ordering Party acknowledges receipt of the delivery.
14. Regardless of the agreed payment terms, the purchaser authorises us to demand a bank guarantee for the fulfilment of his payment obligations at any time, i.e. before delivering or proceeding with delivery. As long as this guarantee has not been provided, we shall be entitled to suspend all further deliveries.
15. Amendments to the present contract terms can only be stipulated by separate agreement expressly signed by both parties.
16. Only Belgian law applies to all contracts entered into by Vanhauwaert & C°. Only the courts of the judicial district of Kortrijk are competent for all disputes.