General business conditions
1. In these terms and conditions “the seller” means Destrooper-Olivier NV or its authorized agent or any third party for whom Destrooper-Olivier NV provides a contracted service. “Goods” mean the goods covered by the Seller’s invoice. “The buyer” means the person, firm or company placing an order with the Seller or shown on the invoice as being liable to pay for the Goods.
2. All orders are accepted and all goods are supplied subject to these General Business Conditions which cannot be altered by the buyer’s terms of purchase. No addition to or variation from these General Business Conditions shall be binding on the seller unless it is in writing and signed by a duly authorized representative of the Seller.
B) Orders and Dispatching
3. Shipment of the goods will take place, if possible, on the date of the invoice or the following day. This date is “ex factory”. Partial shipments are acceptable. If no other conditions were agreed in writing prior to the delivery, the delivery time is four weeks. These delivery times, as well as the delivery times indicated by the seller, are only indicative and do not imply any obligation for the seller. After registered notice including a demand of supply, which can only lead to action after the end of the specified delivery of four weeks, the seller has an additional 30 days to ensure the delivery. If within the aforementioned additional 30 days no delivery took place, the buyer will have the right to terminate the unexecuted agreement by operation of law, but without compensation from any of the parties, provided a registered notice to the seller.
4. Block orders must be divided/distributed according to the terms included in the order confirmation. If any delay in this distribution occurs with the buyer, the price is increased when the price listed in the price list of the seller during this delay increased. Likewise, the seller is entitled, in case of delay or postponement to autonomously determine the delivery time.
5. The seller can never be held to respect the delivery date, nor the additional delivery time, in case of force majeure, even if this circumstance was already foreseeable at the time of the order. Without being exhaustive, the following circumstances can be considered as force majeure: incorrectly manufactured goods, war, flood, strike, decisions or interventions by the government (including the denial or cancellation of a permit or license) and errors or delays due to third parties.
When a change of export regulations causes disadvantage for the seller during the execution of the contract between the buyer and the seller, the seller will have the right to withdraw. The seller is entitled in the above cases of force majeure or changes in export rules to autonomously decide whether there will or will not be delivered according to the demand of the buyer. Any indemnification of the buyer is excluded.
6. Each invoice drawn up by the Seller is considered to be accepted if it is not contested within 8 days upon receipt by registered mail clearly indicating the reasons for refusal.
7. Prices quoted in currencies others than EUR shall be understood to be in the currency stated at the rate of exchange to EUR in force at the date of confirmation of the order. Any changes in the rate of exchange (devaluation or higher valuation) are on buyer’s account and result in increased prices or in maintaining the stated prices.
8. All invoices are payable upon receipt, unless otherwise agreed in writing. In case of non-payment within the agreed term interests will be charged without prior notice, at the rate of 12 % per year, unless if the statutory interest on commercial transactions would be higher. In addition, 15 % of the invoice amount, subject to a minimum of 40 EUR is payable by the Buyer without prior notice as damages other than the financial loss which could result from the non – payment on the due date.
All debts resulting from the invoices drawn up by the Seller are considered to be debts payable to the Seller at the place of choice of the Seller. Even in case a deposit is paid prior to the billing, the Buyer will not be entitled to any discount whatsoever.
In case payment by means of letters of exchange is accepted or required by the Seller, this does not entail a novation of debt nor does it harm any of the General Business Conditions. Costs with regard to unpaid letters of exchange or other securities are not included in the abovementioned damages and will additionally be payable by the Buyer separately. The Buyer waivers the right to invoke any form of compensation with the claims of the seller.
9. In case of nonpayment of an invoice on its due date, all outstanding invoices due from the seller to the buyer will be payable immediately. In addition, the seller has the right to cancel all ongoing orders or suspend the execution of these orders.
D) Title and risk
10. Ownership of all goods supplied by the Seller shall remain vested with the Seller (which reserves the right to dispose of them) until the Buyer has fulfilled all his obligations under all agreements concluded with the Seller, including the costs with regard to unpaid letters of exchange or other judicial costs referred to in Article 8 of these General Business Conditions.
11. Nevertheless all risks of loss or destruction of the goods sold will be fully borne by the Buyer from the moment of shipment of the goods, in line with what was agreed with the buyer.
12. If the Buyer fails to fulfill his obligations or there is a reasonable fear that he might not, the Seller is entitled to pick up the delivered goods, which are under retention, by the Buyer or third parties. The Buyer is obliged to provide his full cooperation.
13. Our goods are manufactured with the utmost care and according to the best methods. However, the Seller does not make or give any warranty, representation or undertaking as to the quality of the Goods, their correspondence with description of fitness for purpose. So far as is permitted by law and except as provided in these General Conditions, all implied warranties, conditions or other terms are hereby excluded.
14. In any case, the liability of the Seller is limited to the invoice value. The Seller shall not in any circumstances whatsoever be liable for any special, indirect, consequential or economic loss (including but not limited to loss of profits, business, revenue, goodwill or anticipated savings) howsoever caused.
15. Should there be any confusion in the interpretation of the conditions of the contract between the seller and the buyer, the international rules concerning the interpretation of trade contracts (the Vienna Sales Convention and the Incoterms 2010) will be used.
16. Any agreements between the Buyer and the Seller shall be binding only if confirmed in writing by us.
17. These General Business Conditions are written in Dutch, French, English and German. In case of difficulties in interpretation, the Dutch text shall always prevail.
18. These General Business Conditions and all contracts under these conditions are governed by and shall be construed in accordance with the laws of Belgium and all disputes shall be submitted to the jurisdiction of the Brussels courts and tribunals.