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Delivery conditions

General Conditions of Sale, Delivery and Payment (hereinafter referred to as "General Conditions") of Art4Elements, Colburnlei 114, 2400 Mol, and registered in the H.R. in Tunhout under n° 55555.

  1. Applicability
  2. Prices and payments
  3. More/less work
  4. Delivery and retention of title
  5. Installation
  6. Force majeure
  7. Guarantee of sound delivery/operation
  8. Warranty
  9. Liability
  10. Applicable law
  11. Disputes

Applicability

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  1. The General Conditions cover all sales and deliveries of goods and services by Art4Elements. Where reference is made to seller or purchaser, this should also be read as contractor respectively customer, lessor respectively lessee.
  2. All offers, rental and sales agreements, the provision of advice and deliveries are subject to the General Terms and Conditions unless the parties expressly agree otherwise in writing.
  3. Unless the offer states otherwise, the offer is binding on the seller for 30 days.
  4. The agreement is concluded as soon as acceptance of the offer has reached the seller. Acceptance implies agreement to the General Terms and Conditions and waiver of own (purchase) conditions if and insofar as they deviate from or conflict with the General Terms and Conditions or applicable Belgian law.
  5. If the acceptance deviates from the offer on any point or part, the agreement will only be concluded if and insofar as the seller has agreed to this deviation in advance, explicitly and in writing.
  6. If contracted or offered, on behalf of the seller by a representative of the seller, the seller shall only be bound once it has confirmed or accepted the contract or offer in writing.
  7. An offer is deemed not to have been made if and insofar as executing this offer or this agreement would result in acts contrary to statutory provisions, rules or regulations. Neither the seller nor the buyer can enforce any rights against the other party in this case.
  8. For sales from warehouse stock, the invoice may replace the written confirmation.
  9. All quotations or offers are based on the data, drawings and measurements derived from them provided by the buyer at the time of the offer and measurements taken by the seller, insofar as these have taken place. Designs, images, drawings, price lists, statements of sizes and weights, samples and models originating from the seller are as accurate as possible and only binding insofar as they are expressly confirmed. Details need not be provided. Minor differences in execution are permissible.

Prices and payments

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  1. The prices mentioned in the offer are fixed and exclusive of turnover tax, import and export duties, import and export tax, transport insurance, packaging costs, clearance charges, consulate costs and all other possible costs which the seller has reasonably incurred to be able to deliver the sold goods at the designated place and time. The determination of the amount of these costs shall be based on the costs actually incurred, paid and/or still to be paid by the Seller.
  2. If, after offer and acceptance but before execution of the agreement, a change in cost-determining factors causes the cost price/calculation price for the seller to increase by more than 10%, the seller shall be entitled to pass this increase on to the buyer and the buyer shall have the choice either to accept the increased price or to regard the offer or agreement as not made or not concluded, respectively, without any rights or obligations arising between the seller and the buyer. In the event of a change, the seller shall notify the buyer within three days of the change becoming known and the buyer shall notify the seller of his choice within three days thereafter.
  3. The buyer is obliged to pay the purchase price including the costs referred to under 10 within 30 days after delivery or execution without any discount or compensation in Belgian currency (or Euro) by payment into a giro or bank account number specified by the seller with the offer or invoice.
  4. If, prior to delivery or execution, the seller has doubts about the buyer's creditworthiness, the seller is authorised to dissolve the agreement by mere notification to the buyer or to suspend the execution of the agreement until security is established.
  5. In the case referred to under 13, the seller is entitled to compensation for costs and damage, including loss of profit, caused by the measures taken by the seller as referred to under 13. If the doubt is not justified, the buyer shall not be entitled to compensation for costs or damage in any form whatsoever, barring intent or gross negligence bordering on intent on the part of the seller.
  6. If the buyer fails to meet his payment obligations on time, he shall be in default by the mere expiry of the term referred to under 12, without any summons or notice of default being required by the seller, and he shall forfeit to the seller on the amount due a default interest of 1% interest per month, whereby a part of a month shall be regarded as a whole month. In addition, if the seller fails to fulfil its payment obligation or fails to do so on time, it will be charged a flat-rate penalty of 15% on the amount not paid or not paid on time, with a minimum of BEF 5,000.
  7. The liability for interest on arrears shall not affect the seller's right to declare the agreement terminated by operation of law, without judicial intervention, 10 days after expiry of the period stipulated under 12. As soon as the seller has notified the buyer by registered mail that he is exercising this right, the buyer shall be liable by operation of law for immediate payment, in addition to the actual costs incurred and any damage to the goods, of the loss of profit fixed at 25% of the invoice amount. If the seller exercises the aforementioned right, the late payment interest and damages stipulated in Article 15 shall lapse, it being understood that the same late payment interest and damages stipulated in the event of non-payment or late payment shall again apply to the 25% flat-rate loss of profit and other compensation.
  8. If an instalment payment has been agreed in writing, the agreed sum is to be paid as follows:
    1. on giving the 30% command;
    2. after the supply of the goods or commencement of services 30%;
    3. immediately after delivery 30%;
    4. within 8 days of delivery, the remaining 10%
    5. For molo products 100% prior to ordering the amount must be paid.
    In case of untimely payment, the provisions under 15 and 16 apply accordingly with the understanding that, if the buyer fails to pay a due instalment on time, the total amount due becomes payable immediately.
  9. The seller is entitled to offset any claims against the buyer against any debts the seller may have or will have to the buyer.

More/less work

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  1. Additional and/or less work shall be settled on an equitable basis. Additional work generally includes all deliveries and services not included in the quotation or offer and requested by the buyer.
  2. In case of more or less delivery of goods or services, the agreed unit price is not binding for the seller, nor is the unit price of a specification. The excess or shortfall shall be settled at a price to be determined by mutual agreement.

Delivery and retention of title

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  1. The seller shall deliver or perform the goods or services at the place and time determined in the offer or agreement in accordance with and in compliance with the statutory provisions, orders, directives, regulations and the like. If delivery or performance at the agreed time is not possible through the fault of the buyer or due to force majeure for the seller or the buyer, delivery or performance shall take place elsewhere if possible or within 14 days thereafter at the expense of the buyer. If this is not possible, the agreement shall be deemed not to have been concluded, in which case the buyer shall compensate the seller for any loss or damage, including loss of profit, if the impossibility was caused by the buyer's actions or is deemed to be at the buyer's risk.
  2. If the buyer refuses to take delivery of the goods or services offered at the designated place and time, the goods shall be deemed to have been delivered and the services shall be deemed to have been performed at the time of the offer and the buyer shall owe the price and costs referred to under 10 at that time, as well as be obliged to compensate the damage and additional costs incurred by the seller as a result of the buyer's refusal.
  3. In case of sales with actual delivery on call, the buyer shall set the call so that all goods have been called within three months after conclusion of the contract, unless another call period has been agreed in writing. If the buyer fails to do so, the provisions under 21 shall apply. If the provision of services is made on call, the provisions of this paragraph shall apply accordingly.
  4. The buyer is obliged to check upon delivery whether the goods delivered are of the quantity and quality he might expect on the basis of the agreement, failing which the goods shall be deemed to be of that quantity and quality. Any deviations in quantity or quality found by the buyer shall be notified in writing to the seller by return of post. The provisions of this paragraph shall apply mutatis mutandis to the provision of services.
  5. In the case referred to under 21, the goods and services are deemed to be of the agreed quantity and quality.
  6. In the event of justified complaints, to which the buyer must give the seller the opportunity to determine the quantity and/or the quality, the seller shall, unless otherwise agreed in writing, deliver new goods as soon as possible or still perform the services correctly, in which case the seller shall not be liable to pay damages to the buyer.
  7. Subject to the provisions under 28, ownership of and risk in the goods shall pass to the buyer upon delivery, whereby refusal to cooperate in the delivery as referred to under 22 shall be deemed delivery.
  8. As long as the buyer has not paid the full amount of the purchase price and any additional costs and surcharges, the seller shall retain ownership of these goods, in which case the buyer shall be liable to the seller for any damage to or destruction of the goods. Should this retention of title lead to the actual repossession of the goods by the seller, the buyer shall be liable to pay 25% of the invoice amount by way of loss of profit as set out in section 16, in addition to the actual costs incurred and any costs relating to the goods, as liquidated damages.

Installation

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  1. Any assembly or installation work shall, unless otherwise agreed in writing, always be at the buyer's expense. All goods shall be delivered as separate and ready for operation. Assembly or installation work shall only be realised if explicitly agreed and against settlement of the work to be performed by the seller.
  2. Goods are delivered with the documentation provided by the supplier to the seller. The buyer is assumed to have sufficient knowledge to assemble or install the goods using this documentation.

Force majeure

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  1. If the seller is unable, through no fault of his own, to deliver the purchased goods or perform the services at the time and place agreed, without the situation referred to under 21 arising, the agreed delivery/performance period shall be extended by one month. If during that month the seller has not been able, through no fault of his own, to deliver the goods at the agreed place or to perform the agreed services, the agreement shall be dissolved without judicial intervention and none of the parties to the agreement shall be entitled to compensation of any kind, including loss of profit.

Guarantee of sound delivery/operation

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  1. The Seller shall do all that can reasonably be expected of it to ensure that sound products of good quality are delivered respectively the services are performed properly,

Warranty

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  1. The seller shall be liable for defects in the goods delivered under the following conditions and subject to the following limitations. Delivered goods are guaranteed for a period of 90 days from the date of delivery, against any defects in manufacturing, construction and material, provided the seller is notified by the buyer within a period of 1 day after discovery thereof. The seller's warranty obligation shall be limited to supplementing, replacing or repairing, at the seller's discretion, without the seller being held to any further compensation of any kind. The buyer shall keep the goods in question available for inspection by the seller. The goods or parts thereof to be supplemented, replaced or repaired must be sent to the seller carriage paid. If desired by the buyer, the warranty work can also be carried out elsewhere against payment of travel, accommodation and transport costs. Goods and/or parts replaced by the seller shall become its property.
  2. The warranty claim lapses in the event of:
    • use of the goods in any way other than in accordance with the manufacturer's instructions;
    • handling or use in a manner other than that considered normal for the goods;
    • repair, replacement of parts and similar actions by persons other than those designated or authorised by the seller for that purpose;
    • damage caused by accident, force majeure or gross negligence in the execution of the - work by the buyer or its employees
  3. The seller is not obliged to provide any guarantee as long as the buyer has not fulfilled his payment obligation in full.

Liability

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  1. The Buyer shall indemnify the Seller against all liabilities relating to designs, images, drawings, measurements, models and the like used and/or affixed by the Seller at the Buyer's request and whether or not supplied to the Seller by the Buyer. All this shall be without prejudice to the intellectual, industrial and related property rights of the Seller and/or its suppliers in respect of the goods supplied.
  2. Unless the damage is covered by an insurance policy taken out by the Seller or the damage can actually be recovered from the Seller's supplier or another third party, the Seller excludes all liability vis-à-vis the Buyer, barring intent or gross negligence bordering on intent, insofar as this would lead to an obligation to pay compensation that exceeds the net invoice amount. This applies to both contractual and statutory liability for damage suffered by the buyer directly or indirectly as a result of the purchase, presence or use by himself or others of the goods purchased, or in any other way, which conditional and limited exclusion of liability applies mutatis mutandis to the provision of some services.
  3. Under the same conditional and restrictive conditions and circumstances as referred to under 35, the buyer shall indemnify the seller against claims for damages by third parties brought against the seller in respect of the goods sold to or services performed for the buyer.

Applicable law

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  1. The agreements to which these General Terms and Conditions apply are governed by Belgian law.

Disputes

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  1. For disputes arising directly or indirectly from an agreement concluded under these General Terms and Conditions, the courts (including the justice of the peace courts) of the judicial district of Antwerp shall be competent, to the exclusion of all other judicial authorities.
  2. Apart from the provisions of paragraph 38, the seller reserves the right to sue the buyer before the competent court of the buyer's domicile.
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