Only these general terms and conditions shall govern the contractual relations between you and us, to which your own conditions shall not apply. Regardless of the moment at which you should inform us of your conditions, these shall be deemed inexistent, and these general terms and conditions shall apply.
If precedence is given explicitly and in writing to your conditions, or if precedence is given explicitly and in writing to a special agreement, the conditions and provisions below shall remain valid in a supplementary way.
Orders shall be deemed binding on you. If you cancel an order, we shall be entitled to claim a fixed sum in the amount of 25% of the amount of the order by way of compensation. Moreover, we shall be entitled to prove higher damages.
If the order confirmation coming from us should contain any change or addition or differ from the order in any way, the agreement shall be deemed concluded, taking into account this change, unless you inform us within 2 working days that you do not agree.
The purchase shall be concluded at the price we mention in the order confirmation. All prices are excluding VAT. VAT shall be at your expense.
As agreed, we shall be entitled to increase the agreed price if during the period between the order and the delivery an increase of more than 2% should occur in the prices of the Wirtschaftsvereiniging Stahl. In such case, the price shall be increased in proportion to the percentage of the aforementioned price increase.
4. Performance – Delivery
All terms of delivery given are indicative. Obviously, we try to respect these, but we cannot be held liable in case of a delay in the delivery, except in case of a serious error or deceit on our part.
The invoices you receive from us must be paid in cash, unless a different due date is explicitly stated on the invoice.
Any invoices which are not paid on this date will automatically and without notice be increased by interest on arrears in the amount of 1% per month, including any started months. Moreover, the amounts of all invoices which have not been paid on the due date shall automatically and without notice be increased by fixed damages in the amount of 10% of the amount due, with a minimum of €200. In addition, we shall be entitled to claim all relevant costs of recovery, e.g. lawyers’ fees, from you.
Any non-payment of an invoice on its due date shall make any other invoices immediately payable, even if a term of payment had been established for those invoices previously.
6. Flaws – Complaints
Complaints related to quantities or flaws or non-conformities shall be notified to us upon delivery (in case of visible flaws) or within 8 days after you detect or could reasonably have detected the flaw (in case of hidden flaws), under penalty of loss of rights. This shall be done by registered mail, with acknowledgement of receipt, stating all relevant information. Any complaints made otherwise shall be deemed inadmissible and we shall be under no obligation to take such complaints into account.
In any case, our liability in case of valid complaints shall be limited to the replacement of the flawed products free of charge. We cannot be held liable for any other damages, such as e.g. consequential damages.
Only in case of fraud, intent or deceit can we be held liable for the damage suffered by you, but in these cases as well the maximum amount shall be limited to € 10.000,00.
The notification of complaints shall not entitle you to postpone or suspend payment of the price, not even partially, or to cancel the entire order or delivery.
7. Client’s default
In case of default on your part and if you do not act upon a reminder sent by registered mail during the period stated in the reminder, we shall be entitled to either terminate the remaining part of the agreement out of court or demand its performance through the courts. Both without prejudice to the right to claim damages.
8. Reservation of ownership – Transfer of claims – Additional guarantees
We shall retain the ownership of all goods until the complete payment of all invoice amounts, including costs, interests, damages and possible taxes. You shall ensure that our goods remain identifiable as our property in all communication and trade with third parties until their complete payment has taken place. We have the right to claim back any unpaid goods, wherever they are.
If we have not received payment and an invoice is issued to third parties for part or all of the delivered goods, we shall be entitled to inform that third party by registered mail that you have transferred your claim on him to us, while this will not release you from your debt with us.
In addition, we have the right to demand additional guarantees if the trust in your creditworthiness has been damaged by e.g. legal action against you and/or proven events which may reduce trust in your compliance with obligations. If you do not wish to provide these additional guarantees, we may, when asked to do so, terminate the agreement at your expense, or demand its immediate execution.
9. Force majeure
The risk of force majeure shall fall to you. We cannot be held liable in the event of force majeure. Force majeure shall mean any circumstance and/or fact occurring for reasons beyond our control and which we cannot reasonably control. Force majeure shall include, for instance: strikes, lockout, interruptions in transport, acts of war, fire, any kind of government order, the impossibility of receiving supplies, non-compliance of agreements by third parties, system failures,…
10. Proxy obligation
Any person placing orders or signing documents in someone else’s name, or asking for invoices to be made out to a third party, assumes a proxy obligation according to art. 1120 of the Civil Code and shall be personally liable for the compliance with all obligations if the party in whose name he signed or assumed a proxy obligation does not fulfil his obligations.
11. Applicable laws – Competent courts
Should a dispute arise related to the validity, the entering into, the content, the performance or the interpretation of our contractual relations and/or applying conditions, only the courts of Hasselt (Belgium) shall have jurisdiction. With the exception of the Vienna Purchasing Treaty, only the Belgian law shall apply. In case of a dispute only the Dutch text of these conditions shall be valid. The other versions are merely translations for clarification purposes.
12. Final provisions
In case of nullity of one of the above provisions, the other provisions shall continue to apply, and the provision declared null and void shall be replaced with the provision which best expresses the intention of the parties, within the bounds of what is legally admissible.
Waiver of right shall not be presumed. In no way shall the absence of any kind of action on our part against a detected breach imply that we agree with that breach. We may still take action at a later time.