ARTICLE 1. BASIC PROVISIONS
These General Terms and Conditions of Sale apply to all our sales, to the exclusion of any other conditions of the Buyer, except for derogations in writing agreed to by us. Orders placed by the Buyer following verbal or written offers from us, may only be considered as agreed by us after we have confirmed in writing, and this under the terms and conditions of this confirmation. Our firm offers are only valid for three months from their date of dispatch. In the event where, in the same technical environment, several different units have been considered by us, it must be formally understood that when confirming separate orders, each one shall remain totally independent of the others in respect of the application of the various clauses appearing in these General Terms and Conditions of Sale and that these clauses apply to each one of them as if the other orders did not exist. Weights, dimensions, capacities, prices, performance ratings and other data appearing in the catalogues, prospectuses, circulars, advertisements, illustrated matter and price lists constitute an approximate guide. This data is only binding in as far as the contract expressly refers to it. The Buyer acknowledges that, as the ordering party, they shall provide us with all the information necessary for a successful execution. Once the order has been placed, they shall be obliged to send us the contractual documentation and information and to inform us in advance in writing of any imprecision and/or incompleteness. The Parties shall undertake to keep confidential the content of the sale, of all documents, and more specifically all information concerning the company and the know-how in relation to the contract entered into. They shall also undertake not to use this information for purposes unrelated to the sale, and not to communicate it to third parties.
ARTICLE 2. PACKAGING AND TRANSPORT, CUSTOMS AND TAXES
Our equipment is always sold ex-works from our Brussels workshops. The Buyer will be informed of the day when they can take delivery of the equipment. Failing a reply and without specific instructions given on their part, the equipment will be dispatched to them at their own risk. All packaging and transport costs, customs duties and taxes of any kind shall be charged to the Buyer.
ARTICLE 3. DELIVERY TIMES
The delivery times given are purely indicative and cannot be guaranteed. Should these times be exceeded, this does not entitle the Buyer to cancel their order nor to claim damages. Should formal and special provisions be agreed in relation to delivery times, these periods shall run from the date of the payment of the first down payment. However we accept no liability:
in the event of force majeure;
if execution of the order is delayed for a reason beyond our control;
if the payment conditions are not scrupulously complied with.
ARTICLE 4. HAND-OVER TESTS
Acceptance of the equipment constituting test runs of the devices and installations ordered must be carried out by the Buyer in our workshops. Should the Buyer not proceed with acceptance and testing of the equipment within a 15 day period after they have been notified, we will consider this equipment as approved by them and reserve the right to proceed to invoicing and dispatch. The payment of the anticipated amount during the acceptance of the equipment shall constitute approval of the equipment, in the absence of other documents.
ARTICLE 5. DELIVERY
Whatever method of delivery is employed, and notwithstanding any stipulation to the contrary appearing in the order, the goods are transported at the risk of the addressee, even if they are sent carriage paid.
ARTICLE 6. WORKS
In the event of works being carried out onsite by us, the Buyer shall make available to us all resources, aids, machinery and consumable materials necessary for their execution as well as lockable premises suitable for the use of staff, their tools and the equipment. For works carried out in Belgium, this equipment must comply with all the conditions of the Code sur le Bien-être (Code on Well-being at Work) and the Règlement Général pour la Protection du Travail (General Regulations for Protection of Work).
The Buyer shall be exclusively responsible for obtaining in good time the necessary permits for the execution of these works. Before commencing the works the Buyer must ensure that the execution of the works does not interfere with nor damage installations such as trenches, piping, cables, wiring networks, power lines, drains or foundations. In the event of damage or hindrance, the Buyer will be liable. In view of which the Buyer shall indemnify us for any claims and recourse by third parties. The Buyer shall be obliged to ensure that the works are executed in accordance with the times and the schedule fixed in the sale, exclusively during working days and within our hours of work unless explicitly stated otherwise in the initial offer.
The works shall be executed in accordance with the legal requirements, prices and conditions in force at the time of their execution. In the case of contract work, all extra expenses resulting from loss of time for reasons beyond our control, such as delay in the completion of rooms, foundations, onsite delivery of the equipment, etc. will be invoiced. The Buyer shall be responsible for taking all appropriate measures in order to:
compensate for fluctuations in the mains supply greater than ± 10 % of nominal voltage;
avoid disruptions due to interference transmitted by connected lines or by the environment.
ARTICLE 7. ACCEPTANCE OF WORKS
On the completion of the works, we can make an offer to the Buyer in writing to certify provisional acceptance. The Buyer shall confirm the day of this certification in our presence within the shortest time possible. Failing a reply within 15 calendar days, provisional acceptance shall be considered as achieved. The works will be automatically accepted on a final basis when the warranty period expires, except where the Buyer has given reasoned notice to the contrary in writing. The transfer of ownership and related risks will occur at the same time as the provisional acceptance. Plans, models, projects, calculations, computer files and other information media transmitted in connection with these works, will remain our property until the transfer of ownership has taken place.
ARTICLE 8. WARRANTY
Our products are guaranteed for one year from the date when they are made available to the customer, against all construction faults or defects in materials, this warranty being strictly limited to the repair or replacement in our workshops of all parts acknowledged to be defective. This warranty shall only apply if the equipment has been used under normal conditions and in a normal situation. Before returning the equipment to be repaired to our workshops under the terms of the warranty, the Buyer shall be obliged to check whether it is working properly after having disconnected it from their own installations. The repair, modification or replacement of parts during the warranty period may not have the effect of prolonging the warranty period for the equipment. The identification of a fault or damage does not entitle the Buyer to the automatic replacement of the defective parts. Our services must always be consulted about the possibility of a modification, and, if the Buyer wishes to provide replacements themselves for one or several parts, they shall do so at their own risk. The warranty period for works shall begin at the time when provisional acceptance is certified. We accept no liability if a person not belonging to our staff carries out work of any nature on devices and installations supplied by us. In the event of unjustified claims leading to the occurrence of auditing or travel costs, these costs shall be charged to the Buyer. We accept no liability beyond the obligations set out in this article We will not be liable to pay any compensation to the Buyer or to third parties for any personal accidents or damage to property, distinct from the subject of the contract or for shortfall in revenue. The Buyer shall guarantee us against any recourse by third parties.
ARTICLE 9. PAYMENT
Invoices may be issued automatically and unconditionally as soon as the works or supplies have been delivered or as soon as the corresponding payment installment set out in the offer has been reached. Except where stipulated to the contrary in our offer, payments should be taken to mean:
-30 % on placement of the order,
-70 % when the equipment is made available in our factories or on provisional acceptance of the works
All our invoices should be paid within 30 days of the date of the order. Sums remaining to be paid on a delivered or undelivered order will be adjusted in the event of monetary devaluation or disruption. Down payments paid by the Buyer are payments on account and do not constitute a deposit the abandonment of which would entitle either party to withdraw from the contract. If delivery has occurred before payment in full of sums due under the terms of the contract, the equipment delivered shall remain the property of the vendor until they have been paid in full. In the event of non payment within the time frames fixed, the sums due shall incur interest automatically and without prior notice at the rate for advances on current accounts and loans of the Banque Nationale of Belgium plus 4% and at a minimum rate of 10% per year, without this clause affecting the immediate payability of the debt. Payment may not be refused on the grounds of disputes instigated by the Buyer.
ARTICLE 10. INSURANCE
In the case of works to be carried out onsite, the parties shall undertake, during the complete duration of the execution of the works, to take out insurance cover against the financial consequences of their liability in respect of third parties, by taking out a civil liability insurance policy which covers all liabilities arising from the sale. In accordance with the law, the parties are also obliged to take out civil liability insurance in respect of motor vehicles, accidents at work and accidents occurring on journeys to and from the workplace. In connection with these insurance policies, the parties shall mutually undertake to introduce a contractual clause in accordance with which the insurance company waives the right to take any action against the other party.
ARTICLE 11. MOVEMENTS OF OUR TECHNICAL STAFF
The conditions for acceptance of the equipment, payment and warranty set out in these General Terms and Conditions of Sale shall remain the same whatever the reasons for our technical staff relocating to the Buyer's premises. Travelling and subsistence expenses and the equivalent value for this staff's services from their departure and return to our premises shall be always chargeable to the Buyer.
ARTICLE 12. HEALTH, SAFETY AND THE ENVIRONMENT
Generally speaking, the Buyer shall undertake to observe all legal, regulatory and contractual provisions relative to the environment, safety and the well being of workers in the workplace. This particularly concerns the following:
The law on well-being of 4th August 1996;
Our own safety instructions, guidelines and directives;
The R.G.P.T (General Regulations for the Protection of Work).
The provisions peculiar to the establishment where the works are executed.
In the event of the Buyer failing to comply with these obligations, we reserve the right to suspend the works until the workplace is put in order without any de facto compensation or compensation for delay being deductible.
In connection with this general obligation with regard to health and safety, the Buyer is particularly required to ensure that they do the following:
Inform us of any specific risks related to their works before beginning the latter, notably by drawing up a safety plan with an assessment of risks, and by updating it subsequently;
Take part in all safety meetings organised by the site supervisor;
Coordinate activities with those of the main ordering party and of the other entrepreneurs, while taking the appropriate safety measures;
ARTICLE 13. SUSPENSION, TERMINATION
The Buyer shall not have the right to suspend or terminate the execution of their obligations, except in the event of force majeure or when the situation is such that the continuance of the company is in real danger and this is acknowledged by both parties.
All circumstances which take place independent of the intentions of one of the parties and which hinder the execution of the latter or a part of the latter, shall constitute cases of force majeure, such as, notably: social conflict, fire, mobilisation, sequestration, embargo, currency restrictions, shortage of transport, general shortage of raw materials, restrictions in energy consumption, etc. The party which invokes the above mentioned circumstances shall be obliged to immediately inform the other party in writing, of the occurrence and the termination of this circumstance. The existence of these circumstances shall release the parties from all liability, where applicable, for the part affected by the case of force majeure.
ARTICLE 14. DISPUTES
Any dispute concerning these General Terms and Conditions of Sale and the contracts to which they apply shall be subject to the exclusive jurisdiction of the Brussels Courts and where applicable of the Peace Court of the 1st Canton of Brussels.