1 How do we enter into the Agreement?
1.1 Any order you place (“Order”) is your offer to purchase from us the products described in the Order (“Products”) in accordance with these general terms and conditions (“Terms and Conditions”).
1.2 The agreement between the parties (“the Agreement”) will come into existence on the date of our written confirmation of your Order.
1.3 These Terms and Conditions apply to the Agreement to the exclusion of any other terms.
2 Where is the description of the Products to be delivered?
The Products are described in our technical data sheet (“Specification”).
3 How and when will we deliver the Products?
3.1 We will deliver the Products DAP (Incoterms 2010) to the location and on the date agreed between the parties in writing.
3.2 Our times for delivery are stipulated as accurately as possible. However, they are not binding on us and cannot give rise to any damages or termination in case of delays. Force majeure events like strikes our premises or our supplier’s premises, adverse weather conditions or any other event that is not within our control will extend the time for delivery.
4 What are our warranty obligations?
4.1 We warrant only that, at the time of delivery, the Products will conform with the Specification (“Warranty”).
4.2 You must notify us in writing within 10 days of the delivery that the Products do not comply with the Warranty (“Defect Notice”). We will, at our option, repair or replace the defective Products, or refund their price. This is your only remedy for defective Products. We have no liability to compensate you for defective Products.
4.3 We are not liable for the Products’ failure to comply with the Warranty if: ➢ you continue using of the Products after giving the Defect Notice; ➢ you did not follow our instructions as to the storage, installation, use or maintenance of the Products; ➢ you alter or repair the Products without our written consent; or ➢ the defect results of fair wear and tear, your negligence or abnormal working conditions.
4.4 Except as provided in this clause, we do not provide any warranties in respect of the quality of the Products. You explicitly waive any other implicit or statutory warranties.
4.5 This clause applies to any repaired or replacement Products that we supply.
5 When will you own the Products?
Ownership of the Products will pass to you when we receive full payment of the Price (as defined below).
6 How do you pay for the Products?
6.1 The price for the Products is set out in the Order (“Price”). Our invoices are exclusive of value added tax (VAT).
6.2 We will invoice you upon shipment. You will pay each invoice within 30 days of the date of our invoice.
6.3 If you fail to make any payment by the due date, you will automatically, without prior notice, be liable for: ➢ interest on the overdue sum from the due date until payment is made. Interest will accrue each month at a rate of 1%; and ➢ a lump sum compensation of 15% of the payment due, with a minimum of €125. All outstanding amounts shall also become immediately due.
6.4 If your credit worthiness deteriorates, we reserve the right: ➢ to require from you guarantees to cover the performance of your obligations under the Agreement; and ➢ to terminate or suspend all or part of the Agreement.
6.5 All amounts due under the Agreement must be paid in full without any set-off, counterclaim or deduction.
7 What are the limitations on our liability?
7.1 We are not liable to you, whether in contract or in tort, for: ➢ any shortfall of potential earnings (like for instance loss of profits, sales or business opportunities); or ➢ any indirect of consequential losses.
7.2 Our total liability to you, whether in contract or in tort, is limited to the amount of the Price.
7.3 The exclusions and limitations in this clause do not apply to losses resulting from our wilful misconduct.
8 How do we resolve disputes?
8.1 The parties will try to resolve amicably any dispute relating to the Agreement. If they are unable to do so, the courts of Nivelles (Belgium) will have exclusive jurisdiction to settle the dispute.
8.2 The Agreement is exclusively governed by the law of Belgium, excluding its conflict of laws regulations.
Beltex is the trade name of Bfactory sprl, place de la Fosse 6, B1435 Mont-Saint-Guibert, Belgium VAT BE0895.903.381, RPM Nivelles.