GENERAL : Notwithstanding any inconsistent or additional terms that may be embodied in your purchase order, we accept your order on the express condition that you agree to the terms and conditions set forth hereafter as the only terms governing your order, and your receipt and acceptance of the goods shipped hereunder shall constitute such agreement.
1. TITLE AND RISK : Seller retains ownership of the goods until full payment has been received for them. The goods shall be at the Buyer’s risk upon delivery of the goods at the delivery point.
2. DELIVERY TERMS : The goods shall be delivered Ex-Works Seller’s Plant (Incoterms 2000) unless other delivery terms have been specifically agreed between the parties. Seller reserves the right to make delivery in installments and each such installment shall be paid for as invoiced. Delivery dates are only indicative and will be observed as far as the circumstances reasonably permit. Delay in delivery of any installment shall not relieve Buyer of its obligation to accept remaining deliveries and shall not give rise to any liability on the part of the Seller.
3. TECHNICAL ADVICE : Seller assumes no liability for any technical advice given or results obtained therefrom, all such advice being given and accepted at Buyer’s risk. Buyer shall be responsible for making its own tests and verifications before applying such technical advice.
4. WARRANTIES : Seller warrants title and that goods sold hereunder shall conform to Seller’s standard specifications. Seller excludes any warranty of any kind, express or implied, with respect to the goods sold hereunder as to merchantability, fitness for a particular purpose or any other matter with respect to the goods whether used alone or in combination with other products.
5. CLAIMS : Any claim for shortage or for damage incurred in transit of goods must be made immediately upon delivery on the delivery note which shall be handed over to the driver. A written claim confirmation for such shortage or damage shall be sent to the seller within two (2) days after Buyer receipt of the goods. All other claims including claims for alleged defective goods must be made in writing within five (5) days after Buyer receipt of the goods. All claims not made in writing and received by Seller within the time periods specified above shall be deemed waived. No claim will be allowed or returned goods accepted if the goods have been treated or processed in any manner, except upon proof
satisfactory to Seller of the existence of a latent defect not ascertainable before treating or processing and then only if such proof is submitted within fifteen (15) days after such defect becomes apparent but in no event later than three (3) months after delivery of the goods to the Buyer.
6. LIMIT OF LIABILITY : Seller’s liability for any and all losses or damages to Buyer resulting from defective goods or from any other cause shall be limited in all cases to the greater of EUR 25.000 or the purchase price of the particular goods with respect to which losses or damages are claimed plus any transportation charges paid by Buyer for shipment of the goods to Buyer, or, at the Seller’s option, its liability shall be limited to the repair or replacement of defective or damaged goods. Transportation charges for the return of goods shall be paid by Seller only if such return is requested by Seller. Seller shall in no event be liable for any indirect or consequential damages or losses. Buyer assumes responsibility for and shall indemnify Seller against liability for any personal injury and/or property damage arising out of handling, possession or use of the goods by the Buyer.
7. PAYMENT : Any invoice of MOVENA remaining unpaid by the due date shall automatically bear a conventional moratory interest at the rate specified in article 5 of the law of 02/08/2002 for the Prevention of Late Payments in Commercial Relations without the need for a further notice of default. Each late payment also gives MOVENA the right to claim a compensation of 15 % of the invoice amount to cover administrative and legal costs. Without prejudice to any of its other rights and remedies, the Seller has the right to suspend further deliveries.
8. TERMINATION : If payment is not received by the due date, or if: Buyer shall or has become insolvent; shall be declared bankrupt; shall be subject of proceedings under insolvency or bankruptcy law; or shall make an assignment for the benefit of creditors, Seller reserves the right to consider the sale cancelled, without having to give notice of default. Any installments paid may be retained by the Seller by way of
damages and interest. Seller shall have the right to enter Buyer’s premises where the goods are stored in order to take possession of and remove the goods.
9. FORCE MAJEURE : Deliveries may be cancelled by Seller without liability in case of Act of God, war, riots, fire, explosion, flood, strike, lockout, injunction, inability to obtain fuel, power, raw materials, labour, containers, or transportation facilities, accident, malfunction of machinery or apparatus, national defense requirements, or any cause beyond the reasonable control of Seller, which prevents or hinders the manufacture or shipment of the goods or of a material upon which the manufacture of the goods is dependent. If, because of any such circumstance, Seller is unable to supply the total demand for the goods, Seller may allocate its available supply among itself and all of its customers, including those not under contract, in an equitable manner. Except to the extent of cancellation of deliveries or allocation of supply hereunder, the contract shall remain unaffected.
10. PATENTS & TRADEMARKS : Buyer expressly assumes all risks of patent or trademark infringement by reason of his use or sale of the goods, either alone or in conjunction with other materials.
11. APPLICABLE LAW – FULL CONSENT : This contract is governed by and interpreted in accordance with Belgian law. In case of legal dispute of a matter pertaining to the agreement, judgment will be made only by the courts of Nivelles (Belgium), unless Seller elects to return to the courts of the domicile of Buyer.
This Agreement constitutes the entire Agreement between the Parties and any condition, agreement or convention to amend or vary the terms of this document do not bind any party, unless listed below in writing and with signature of the party bound by this condition, agreement or convention.
Rue Haute 9 box 3
TVA : 0812-075-189
Bank account: IBAN: BE63 1325 2392 2808 – BIC:BNAGBEBB