Article 1 - Application

1.1. These general sales conditions, including the special conditions mentioned or referred to on our price lists, offers, order forms, order confirmations, delivery notes, invoices and/or other documents or sales contracts drawn up by us, unless otherwise agreed expressly in writing, govern all our sales and deliveries of goods and services rendered to our customers. These conditions are applicable the moment of notification to the customer, no matter when or how, and constitute formal and express acceptance by the customer, even if they are contradictory to his own general or special terms of purchase or sale, whether or not mentioned on his order forms and/or other documents drawn up by him.

1.2. Should a particular agreement differ from one of the provisions of these general sales conditions, this shall not affect the validity of the remaining er provisions.

1.3. The execution of each acknowleged order and each delivery or rental of goods and/or services are strictly limited to those specified in the agreement or our offer.

Article 2 - Orders

For international customers, all orders are governed by our price lists and the present general sales conditions.
For domestic customers, the order is only valid after input in our systems whereupon delivery takes place in accordance with our offer and the present general sales conditions.

Article 3 - Prices

3.1. Unless otherwise specified in our offers, our prices do not include:
- the delivery costs and/or shipping fees with the exception of subsequent deliveries; (charges of deliveries or shipments in Belgium or to France are based on the tariffs that we will communicate to our customer on request);
- the export insurance costs, unless the customer furnishes prior proof of insurance of the delivery or shipment with a third party;
- a surcharge of 20 EUR for export orders with a value of less than 250 EUR.

3.2. For subsequent deliveries, the following conditions also apply:
- domestic subsequent deliveries are always at our expense;
- subsequent deliveries abroad are basically made with a next shipment, unless the customer expressly asks for a separate delivery in which case it shall be at our expense.

3.3. We reserve the right to charge price increases as a result of increased import and/or export duties, taxes and market fluctuations insofar as they influence our net pricing beyond our will in which case we shall justify this to the customer.

3.4. Our prices are exclusive of VAT and other taxes.

Article 4 - Cancellation of orders

The customer can only cancel an order provided that we have not started executing the delivery of goods and/or performance of services, for instance because we already placed an order with our suppliers. Proof hereof can be furnished by us by all lawfully permitted means.

Article 5 - Terms of execution and delivery

5.1. The stated delivery date is to be considered purely indicative.

5.2. A delivery delay of our goods and/or services shall only give the customer the right to claim damages from us or to rescind contract if such delay is excessive and merely results from our inaction without any valid reason, insofar, however, as the customer proves unequivocally and directly that he has suffered a loss because of this. Such compensation shall in no case be higher than 10 % of the order value to which the delay relates.

5.3. We are excluded by right of any liability with respect to the terms of delivery:

5.3.1. if the terms of payment are not observed by the customer;

5.3.2. in the event of force majeure, such as lockout, strike, epidemics, war, economic embargoes, sabotage, fire, unfavourable weather conditions, water damage, machine breakdown, breakdown of important parts during fabrication,  disruptions or delays in transport or delivery of raw materials, both with us and with our suppliers, and in general any external cause of which we can demonstrate in all reasonableness that it has affected or will affect the delivery of our goods and/or services or in general the performance of our obligations. Force majeure merely suspends the execution of the agreement with the customer and does not give the customer the right to rescind or terminate the contract to our detriment or to charge any compensation to us.

Article 6 - Delivery modalities

6.1. The customer shall bear all risks and perils to which the supplied goods are exposed the moment the goods leave our stockroom or are no longer under our direct supervision.

6.2. Any customs duties shall be charged directly to the customer by the carrier. The customer therefore engages to accept and pay the accordingly justified and proven customs duties.

Article 7 - Acceptance of deliveries - Complaints regarding externally apparent and hidden defects as well as non-conforming deliveries

7.1. Complaints regarding externally apparent defects as well as complaints regarding non-conforming deliveries (wrong articles or wrong quantities) shall be submitted to us by registered mail within 8 calendar days after receipt. The registered mail shall contain an accurate and detailed description of the complaint. Until contrary is proved by the customer, the delivery is supposed to have taken place on the delivery date stated on the delivery note issued by us or the carrier. Failure to make a timely complaint as mentioned above shall constitute full acceptance of the quality and quantity of the delivered goods and/or services listed on our delivery note, free from any externally apparent defects, and our delivery note shall sufficiently justify our invoicing.

7.2. For any return of goods not accepted by the customer due to externally apparent defects as well as for non-conforming deliveries, the customer shall wait for our prior agreement before returning the goods. In case the customer fails to do so, he shall bear all costs (shipping costs, delivery costs, customs duties) related to the return of the goods. Only the dated signature of a representative of our company shall have evidential value.

7.3. Use and/or resale by the customer without reservation implies acceptance of the goods supplied and/or services rendered by us, thereby forfeiting the customer's right to submit any complaint regarding an externally apparent defect or a non-conforming delivery.

7.4. The customer shall submit all complaints regarding hidden defects to us within 6 months after delivery date. The delivery date is determined in accordance with article 7.1. above. Otherwise it is proceeded as defined in article 7.2. above.

7.5. Minor differences in colour and form shall never be a reason for complaint insofar as such differences do not affect the functionality of the product nor prevent a normal use of the product.

Article 8 - Invoices and protests

8.1. We reserve the right at all times to make out an invoice for services already performed, even if this was done only partially.

8.2. In order to be valid and thus admissible, any protest against the wording, form or content of our invoices, including the present general conditions, shall be entered within 8 calendar days from the date of receipt of the invoice, subject to the provisions of article 7.

8.3. In any case and to be valid, the protest shall be accounted for and state the exact reasons for the protest. In case of protest, the customer shall express the extent of this protest in terms of money.

8.4. The afore-mentioned protest shall be entered exclusively by registered mail to our company's registered office.

8.5. In case of protest, the invoice amounts to which the protest does not apply remain payble on due date of the invoice and in case of delayed payment, these amounts shall be increased by the interests, damages and collection charges as stated in article 9 below.

8.6. In default of a valid protest as mentioned above, the customer acknowledges the correctness of the deliveries and/or services charged by us, even in the absence of a prior agreement or offer from us.

8.7. In default of a fixed date of receipt in this matter, our invoices are deemed received by the customer on the 3rd working day after invoice date for invoicing addresses in Belgium, the 5th working day after invoice date for invoicing addresses in the other countries of the European Community, and on the 10th working day after invoice date for invoicing addresses beyond. However, proof to the contrary can be furnished by all lawfully permitted means.

Article 9 - Payments

9.1. Unless otherwise stipulated, our invoices are payable within 30 calendar days after invoice date, without giving the customer the right to deduct any type of discount. Payment is to be effected in our hands, at our registered office or into our bank account.

9.2. In default of complete payment of an invoice on the due date stipulated in article 9.1. and as from the day following this date, we shall be entitled by right and without prior notice to the payment of interest on arrears in accordance with article 5 of the law of 02/08/2002, with a minimum interest rate of 12 % on an annual basis.

9.3. In case of non-payment by the due date stipulated in article 9.1. and without prior notice, the customer further acknowledges to have made a contractual error as a result of which we sustained damage. This damage, including the collection charges stipulated in article 6 of the law of 02/08/2002, shall be compensated for by the customer and is estimated as follows:

9.3.1. to cover the extrajudicial collection charges and the additional administrative work (including personnel costs, phone, fax, postage charges), the compensation is costed at 10 % of the outstanding balance, with a minimum of 75 EUR, increased by a lump sum of 7.50 EUR per and as from the third reminder we send to the customer; furthermore, if we call in third parties for an amicable recovery of the outstanding amounts (debt-collecting agency and/or lawyer), the customer shall also be charged with these expenses;

9.3.2. furthermore, in case we have to proceed to judicial recovery, the customer shall, insofar as the law of 02/08/2002 on trade transactions is applicable, reimburse us for the costs made for judicial recovery. On comparison such compensation shall in no case be less than the amount obtained after application of the tariff of the sums considered as collectible costs as a result of certain material acts as laid down by Royal decree in pursuance of article 1022 of the judicial code.

9.4. Acceptance of a bill of exchange shall under no circumstances result in a renewal of or derogation from the present conditions of payment.

9.5. Non-payment on due date of a single invoice makes the outstanding balance of all the other, even not due, invoices immediately payable. In this case, we are also legally entitled to suspend the performance of our services, even without prior notice, until complete payment of the amounts due.

9.6. Delayed payment of our invoice(s) shall entitle us to annull any discounts granted to the customer, even with retrospective effect and with regard to the discounts allowed to the customer up to one year preceeding the last granted discount.

9.7. The incomplete or partially contested execution of our services or deliveries can under no circumstances be used as a pretext to postpone payment of the non-contested part. Unless expressly agreed by us, no deduction is allowed by way of guarantee.

9.8. If payment facilities were allowed by us, either payment by instalments or acceptance of bills of exchange, it is hereby expressly agreed that in case of the first non-payment, all bills or instalments not yet due shall legally immediately become due, without prior notice. In this case, we shall be entitled to consider any concluded contracts as broken by the customer.

9.9. Payments shall be balanced first with the interests payable in accordance with the present conditions, then with the damages and the collection charges, and finally with the outstanding (balance of the) invoice(s), whereby the longest outstanding amounts shall be balanced first, regardless of any remark(s) or statement(s) by the customer or third-party payer on occasion of his payment(s).

9.10. We are at all times entitled to transfer our claims on the customer in whole or in part to third parties, without prejudice to our obligations of guarantee or liability in consideration of the goods delivered and/or services rendered by us.

Article 10 - Retention of title

The goods and/or materials delivered shall remain our property until complete payment of the total amount due by the customer as stipulated in article 9. This retention of title shall be opposable to third parties and remain even in the event of bankruptcy or compulsory composition of the customer.

Article 11 - Liability

11.1. We can only be held liable for indemnification of the direct damage suffered by the customer, insofar as such damage is the direct result of a defect in the goods and/or materials delivered by us.

11.2. We shall under no circumstances be held liable for commercial or other indirect damage.

11.3. In all events, we are not responsible for the damage caused by improper use by the customer or damage caused as a result of ignoring our instructions concerning the use and safety of the delivered goods and/or materials.

11.4. Our liability shall also be excluded in the event of force majeure as stipulated in article 5.3.2 above.

Article 12 - Jurisdiction and applicable law

12.1. We agree with the customer to use all available means, before taking any legal action, to seek an amicable solution.

12.2. In the absence of this, the courts and tribunals of the judicial district of Antwerp alone have jurisdiction, including in cases of multiple counsels for the defense, counterclaim, intervention and safeguard, and even in summary proceedings.

12.3. All agreements between our company and the customer are governed exclusively by Belgian law.