Terms and conditions

1. CONTRACT FORMATION

1.1. These general conditions govern all our sales, but not the general or specific conditions of the purchaser.

Prior to any order, the purchaser shall have taken note of these conditions and by the act of placing an order with us the purchaser is presumed to have accepted the conditions.

1.2. Unless stipulated to the contrary in writing in our specific conditions, our offers are valid for two months.

After this time limit has expired, we shall be bound by our offers only if we confirm them once more in writing.

1.3. Any order that has not been preceded by an offer by us in writing shall be binding upon us only if we have accepted it in writing.

1.4. As our agents are not entitled to a power of representation, sales they negotiate do not become effective commitments until we have forwarded written acceptance of the order.

1.5. The purchaser is responsible for obtaining any authorisations and/or import licences that may be necessary. Should the purchaser fail to obtain them within the period of time needed to enable us to meet the delivery dates indicated in our offer or the document signalling our acceptance of the order, we shall be entitled to cancel the contract in accordance with the provisions in Article 8, without the purchaser being entitled to invoke, if need be, government action or any other grounds for being relieved of responsibility.

1.6. Any technical information in or accompanying our offers, such as dimensions, weights, capacities and performances, are given by way of indication only. The information is binding on our company only if this is expressly provided for in our specific sales conditions.

1.7. We have the right to correct mistakes such as typing or transcription mistakes which would appear in our offers.

2. DELIVERY RISKS TRANSFER OF OWNERSHIP

2.1. Unless stipulated to the contrary in writing in our specific conditions, our deliveries are on an ex works basis (Incoterms 2010).

2.2. The purchaser shall bear all the risks after delivery of the machines once these have been handed over to the first carrier.

2.3. Any machines sold, including their accessories, shall remain our exclusive property until the price has been paid in full, even when machines are converted or incorporated into other equipment. Until a transfer of ownership takes place, the purchaser shall expressly refrain from any act involving the disposal of the machines and their accessories.

3. DELIVERY PERIODS

3.1. Unless expressly guaranteed in writing in our specific conditions, the delivery periods are given by way of indication only and we shall not be held responsible for any delay, unless this may be attributed directly or exclusively to any serious misconduct on our part.

3.2. If within 15 days after being notified that the goods are available, the purchaser has not taken delivery of the machines, we shall be entitled to cancel the sale in accordance with the provisions in Article 8.

4. PRICES

4.1. Unless stipulated to the contrary in writing in our specific conditions, our prices are for a delivery made in accordance with the procedures provided for in Article 2.1.

4.2. Should our prices be denominated in a currency other than the EURO, they shall be automatically revised in proportion to any change, between the date of our offer and the payment date, in the official exchange value between the EURO and the foreign currency, provided the change is more than 2%.

5. PAYMENT

5.1. Unless stipulated to the contrary in writing in our specific conditions, the purchaser is required, when making the order, to pay a down payment equal to 25% of the price charged for the machines.

5.2. The outstanding amount shall be paid by irrevocable documentary credit, confirmed if appropriate by a leading Belgian bank, realisable by payment on demand at the bank after the handing over of documents to be determined in our specific conditions.

We have to be notified about the opening of the credit prior to shipment of the machines.

5.3. In the event of a late payment, the purchaser shall be required, automatically and without prior notice, to pay us interest on arrears set at 1% per month of the amount outstanding on the due date.

Moreover, the purchaser shall be required, automatically and without prior notice, to pay us predetermined compensation, set, by agreement, at 10% of the amount outstanding on the due date.

6. ASSEMBLY AND COMMISSIONING

6.1. Unless stipulated to the contrary in writing in our specific conditions, we are under no obligation to assemble and commission machines.

6.2. If machine assembly or commissioning is provided for in our specific conditions, our company shall be required to provide only those services described in the conditions and no others.

7. GUARANTEE AND COMPLAINTS

7.1. The purchaser shall assign a representative to visit our premises and inspect the machines before their shipment.

Except in the event of specific reservations noted in the protocol of approval or detailed complaints made to us by registered letter no later than three days following the inspection, the purchaser shall be presumed to have approved the machines.

The approval covers any defects it is possible for the purchaser to detect by means of an attentive and careful verification and testing procedure performed during the inspection and in particular defects relating to the type of machine, its characteristics, its condition and operating capacity.

7.2. We guarantee the new machines we sell against hidden effects, that is, those that cannot be detected during the inspection provided for in subparagraph 7.1., for a period of 12 months after they have arrived at their destination. The duration of the guarantee possibly given for second hand machines will be determined by the specific terms of sale.

We shall be deemed to be liable for hidden defects only if the following conditions are met:

the defect makes the machine to a large extent unsuitable for the purpose it is normally intended for or a purpose expressly mentioned in the specific sales conditions;
the machine has been correctly assembled and installed, on the understanding that we may not be held liable for incorrect or incomplete assembly or installation work not performed by us;
the machine is used in normal conditions, on the understanding that we may not be held liable should the machine be used in abnormal or special conditions that are not expressly mentioned in the specific sales conditions, in the event of poor maintenance, in the event of any change made to the machine without our prior agreement or alternatively in the event of repairs carried out by someone not professionally qualified to do so.

In order to have recourse to the guarantee, the purchaser must inform us about any complaints concerning hidden defects by registered letter not later than 30 days after the purchaser has discovered or would normally have discovered the defects.

Our guarantee is limited to repair work performed free of charge (parts and labour) or to replacing the machine or the defective part, and excludes the cancellation of the sale or compensation.

The purchaser shall bear the costs and risks involved in returning the machine or defective part to our premises for repair or replacement. We shall bear the costs of returning the items to our premises and the costs of returning the items to the purchaser if the machine or part actually proves to be defective.

7.3. We accept no responsibility for and cannot be held liable for any other repairs save those provided for in the preceding subparagraphs.

As a result, we shall not be held liable for compensation for accidents involving people, damage to property apart from the machines sold, loss of earnings or any other harm resulting directly or indirectly from defects relating to the machines.

8. CANCELLATION OF THE SALE

8.1. We are entitled to cancel the sale automatically, merely by sending a registered letter expressing our wish to do so, should the purchaser be seriously at fault in failing to fulfil one of the contractual obligations, particularly if the purchaser fails to take delivery of a machine within one month after it has been placed at the purchaser’s disposal, or if the purchaser is late in paying a sum owed to us, or alternatively if it appears that the purchaser shall not be able to or there is a serious risk that the purchaser shall not be able to fulfil one of the main obligations, even before the obligation is due, because of a deterioration in the purchaser’s credit situation.

8.2. In the event of the sale being cancelled in compliance with the preceding subparagraph, the purchaser shall pay us predetermined compensation, set, by agreement, at 25% of the selling price, without prejudice to our entitlement to claim a higher amount of compensation, should we suffer more serious injury. In this event, the down payment or down payments made shall be allocated to the payment of compensation.

8.3. In the event of the sale being cancelled in compliance with subparagraph 1 herein, the purchaser shall authorise us to recover the machine delivered to whatever location, without there being any need to resort to legal action beforehand.

9. EXEMPTION FROM LIABILITY

We cannot be held liable for the failure to fulfil any of our contractual obligations when the failure is due to an event outside our control and when it is not reasonable to expect us to take it into account when the sale is concluded or to prevent or overcome the effects thereof, even when the event does not make it completely impossible, but merely more difficult or burdensome to fulfil our contractual obligations.

10. JURISDICTION

10.1. If the purchaser is ordinarily resident in or the purchaser’s registered place of business is in one of the European Union countries, any dispute directly or indirectly related to our contractual relationship with the purchaser shall be settled solely by the jurisdiction of Liege (Belgium).

10.2. If the purchaser is not ordinarily resident in or the purchaser’s registered place of business is not in one of the European Union countries, any dispute directly or indirectly related to our contractual relationship with the purchaser shall be settled definitively, according to the conciliation and arbitration rules applied by CEPANI (Belgian Center for Arbitration and Mediation), by one or more abitrators appointed in accordance with these rules. The arbitration shall take place at CEPANI’s headquarter in Brussels. The arbitration procedure will be carried out in the French language.

11. APPLICATION OF THE LAW

11.1 Our relationship with the purchaser shall be governed by Belgian law, and in particular, when the purchaser’s premises are located outside Belgian territory, by the provisions in the United Nations Convention on the International Sale of Goods (signed in Vienna).

11.2. Notwithstanding the preceding subparagraph, the effectiveness and the opposability of the property reservation clause shall be governed by the law of the country in which the machine sold is located or, in the event of bankruptcy, by the law of the country in which the tribunal declaring the bankruptcy is established.

12. INTELLECTUAL PROPERTY RIGHTS

We do not warrant that the sale or the use of our machines will not infringe any third party’s patent, copyright or other intellectual property rights.

You will fully indemnify and hold harmless our company from and against any and all damages, losses, and expenses liabilities (including attorneys’ fees and costs) arising out of or in connection with any claim that the sale or use of the machines infringe any patent, copyright or other intellectual property rights.

13. COUNTRIES EMBARGOED – WAR – ETC…

Our orders are only accepted under the suspensive condition of obtaining authorization to export from the relevant authorities.