1. The present terms and conditions shall apply to every sale, every price quotation and every invoice. It is assumed that these terms and conditions are known and accepted by the buyer, even if they conflict with the latter’s general or special terms and conditions of purchase. In case there are agreements that deviate from the present terms and conditions these shall only be binding to us if we have declared them as binding in writing, and shall only be valid for the transaction to which they apply to. All our light fittings are normally produced and installed in accordance with the standards applicable in Belgium. In case it is possible that the light fittings delivered to you are exported to other countries, you need to consult with us on that matter or mention it when you place your order.
2. The delivery terms stated by us, such as the ones mentioned in our catalogues and price lists, are merely indicative and shall therefore not constitute any guarantees or obligations on our part. Delays in deliveries shall never give rise to any damage claims. Deliveries past the stated term can only lead to partial or complete cancellation of the order in case this is approved by both parties. In case the mentioned delivery term is exceeded the buyer shall not have a right to terminate the agreement and/or demand any compensation.
3.In case of force majeure, including but not limited to strikes, blockades, lockouts, work-to-rules, government orders, interruptions in the transport, machine breakdowns, shortages due to suppliers, riots and fire we reserve the right to completely or partly terminate or suspend the execution of the agreement. In case the delivery on the agreed date and in accordance with the terms and conditions turns out to be impossible, we shall be entitled to terminate the agreement without the buyer having a right to any compensation whatsoever.
4. The competence of agents, commercial travellers and other sales representatives is limited to acting as an intermediary when agreements are entered into. It is explicitly stipulated that the agents, commercial travellers and other sales representatives are not authorised to legally bind the company in any way whatsoever. The company shall not recognise any obligations that were not accepted in writing by the management or by an authorised employee on behalf of the company.
5. In case after the agreements have been entered into the prices of the goods that need to be purchased by us are changed – whether because of increases in wages, because of changes in the exchange rate or because of any other reason whatsoever – we reserve the right to adjust our prices, provided that the reason for the price-rise is mentioned.
6. The company shall not protect the buyer against claims with regard to the delivered goods resulting from infringements on any patents, brands or any other rights of third parties. The buyer shall safeguard the company against any claims of third parties resulting from infringements on patents or brands by goods that were manufactured by the company upon the buyer’s special request or in accordance with the latter’s specific demands. In case of price quotations for special orders or small quantities the price will be mentioned separately.
7. All prices shall include the costs for the packaging but shall exclude VAT, unless explicitly agreed otherwise. Deliveries are carriage paid as from € 1,000.00, provided that the delivery is limited to Belgium. In case of international deliveries the transport costs and any other fees shall be calculated according to the terms and conditions that are valid at that moment. Unless explicitly agreed otherwise, the transport of the goods shall be at the risk of the buyer, even if the transport costs are at our expense.
8. As a rule the goods are inspected in our warehouses before they are shipped. Complaints with regard to the conformity of the delivered goods with the order or the delivery note and complaints concerning visible flaws of the delivered goods shall only be accepted within 8 working days from the delivery of the goods, even if the buyer wrote “voorbehouden”, “sous réserve”, “with reservations” or something similar on the delivery note. Complaints need to be lodged by means of registered mail and need to be sent to our main office. We do not accept any return shipments without having given our prior consent. In case we agreed with a return shipment the goods need to be sent to us in their original state and carriage paid. This shall never entail any recognition of liability. In any case our liability shall be limited to the invoice value of the goods. We reserve the right to, in case of valid complaints and in our sole discretion, replace the goods or reimburse the invoice value to the buyer.
9. Every guarantee with regard to the delivered goods lapses in case the buyer did not follow up on the instructions for use, did not handle the goods with the required care, did not use the goods in line with the intended purpose or did not maintain the goods in a proper manner. The specifications and the characteristics of the goods are only valid in the original state of delivery. That is why any liability whatsoever is ruled out if the goods have undergone any transformations. Our liability shall also be excluded for damage, if any, that is caused by a combination of a malfunction of the goods and the fault of the victim or of a person for whom the victim is responsible.
10. Minor commercially customary deviations with regard to the size, colour, quality and special designs shall not give the buyer the right to file any complaints. The exchange or replacement of goods that were not sold is excluded.
11. Claims because of hidden faults shall no longer be accepted if they were not filed within 2 months after the discovery of these faults (conventional determination of the short period in which the buyer needs to take legal action). In any case our responsibility for hidden faults shall be restricted to a period of 1 year after the delivery. Our liability shall be limited to the invoice value of the goods. We reserve the right to, in case of valid complaints and in our sole discretion, replace the goods or reimburse the invoice value to the buyer.
12. Unless agreed otherwise in writing, the invoices need to be paid no later than 30 days following the date of the invoice at all times. Orders of up to € 1,000.00 need to be paid net cash. Invoices that are not paid on the maturity date shall by law and without proof of default be subject to an interest on arrears of 10%. In case of non-payment of an invoice on the maturity date we reserve the right to increase the outstanding amount by fixed damages amounting to 12% of the invoiced amount, with a minimum of € 100.00 and a maximum of € 2,500.00, even if an extension of payment was granted and without prejudice to the application of the above-mentioned interest stipulation. In case terms of payment were stated or bills of exchange were signed, all outstanding amounts on the basis of any agreements whatsoever become – by law and without proof of default – immediately payable as soon as one payment term was not respected or one bill of exchange was not paid on the maturity date.
13. In case the buyer fails to comply with his obligations resulting from this or any other agreement (e.g. the obligations with regard to payment) we reserve the right, by law and without proof of default, to suspend our commitments mentioned in any contract whatsoever or to consider the agreements as terminated. Expressing our will to do this by means of registered mail shall suffice. In case our confidence in the solvency of the buyer is shaken because of legal actions undertaken against the buyer and/or any other apparent reasons questioning the faith in the proper execution of the buyer’s commitments resulting from the agreement, we reserve the right to demand suitable guarantees from the buyer. If the buyer refuses to agree to this, we reserve the right to completely or partly suspend our commitments or even cancel the entire order or part of it, even if all or part of the goods were already shipped. In all cases in which an agreement is suspended and/or terminated because of problems with the buyer, the latter shall, by law and without proof of default, need to pay fixed damages of 40% of the contract value.
14. Without prejudice to the risk carried by the buyer with regard to the goods, we possess and maintain the rights of ownership in the delivered goods until they have been completely paid by the buyer. In case of non-payment the buyer shall be obliged to return the goods received by him on first request. The buyer undertakes to inform us immediately in case of seizure of our goods in his possession. In that case we shall keep the advances paid by the buyer in order to compensate any possible losses in case of resale.
15. All our invoices are to be paid in the mentioned currency. In case the amount is paid in a foreign currency the conversion shall be calculated on the basis of the highest exchange rate applicable on the date of the invoice or on the date of payment.
16. The present terms and conditions shall apply to all the agreements entered into by us and all the invoices issued by us. The agreement shall be subject to the Belgian law. In case of disputes solely the Commercial Court of Kortrijk or the Justice of the Peace Court of Izegem shall be competent.