ARTICLE 1 – ORDER CONFIRMATION
1.1. Only the order confirmation signed by the seller shall be binding upon the seller. Its execution is subject to the general conditions of sale set out in the order form and/or invoices, to the exclusion of the buyer’s own terms and conditions, even if communicated at a later stage. The contract of sale shall only come into effect upon written confirmation by the seller. Commencement of performance shall constitute confirmation, unless carried out under reservation. Orders accepted by a representative or employee of the seller are only valid upon written confirmation by an authorised person entitled to bind the company.
1.2. Any cancellation of an order must be made in writing. It shall only be valid upon written acceptance by the seller. In the event of cancellation, the buyer shall owe a fixed compensation of 25% of the order price, unless the seller can demonstrate higher loss. This compensation covers fixed and variable costs and any loss of profit.
1.4. The application of these general terms and conditions is accepted by the client solely by virtue of concluding the agreement. The client acknowledges having taken note of and agreed to these general terms and conditions.
ARTICLE 2 – DESCRIPTION OF GOODS TO BE DELIVERED
2.1. Goods shall be delivered as specified in the order form.
ARTICLE 3 – PRICE
3.1. The price is as stated on the order form, unless the seller is compelled to adjust it in line with changes to its fixed and/or variable costs resulting from structural changes (raw materials, labour, energy, etc.). Any price revision shall be carried out in accordance with the legally permitted norms. In such a case, the new price as stated on the front of the invoice shall apply.
3.2. The costs of transport, delivery, and insurance shall be borne by the buyer. Information regarding freight and transport costs is provided for information purposes only and is not binding upon the seller.
ARTICLE 4 – DELIVERY AND TIMESCALES
4.1. Unloading on site or at the buyer’s premises shall only take place upon the buyer’s express prior request. The cost of unloading shall be borne by the buyer. Where the site or unloading point is difficult to access due to adverse weather conditions or other causes, the seller cannot be compelled to unload on site. If the buyer nonetheless requests on-site unloading, the buyer shall bear sole responsibility for any damage to pavements, verges, and underground infrastructure such as drainage pipes and manholes. The buyer must ensure that the goods can be delivered by the seller in a normal manner at the agreed location and at the agreed time, including ensuring accessibility of the delivery point. Failure to do so obliges the buyer to compensate the seller for all resulting losses, including waiting time. The buyer must also hold the necessary permits where unloading is required in public places; in their absence, the buyer shall be liable for all resulting costs and fines incurred by the seller. The seller must ensure the availability of the necessary equipment and the presence of one or more persons to facilitate unloading. Failure to do so obliges the seller to compensate the buyer for all resulting losses, including waiting time.
4.2. Goods shall be delivered within the period stated on the order form, subject to the customary tolerances inherent to the nature of the industry or trade. Where the buyer is required to collect the goods and fails to do so, a storage charge may be levied. Delivery timescales are provided for information purposes only and are therefore not binding unless expressly agreed otherwise between the parties. Delays in performance shall never give rise to a claim for damages or termination of the agreement, unless otherwise stipulated. In the event of a delivery delay not attributable to circumstances beyond the seller’s control, the buyer may serve formal notice on the seller by registered post to perform delivery. Should the seller fail to comply within one month of such registered notice, the buyer shall be entitled to unilaterally terminate the purchase agreement by registered post. In such event, the buyer shall be entitled to a refund of all amounts already paid.
ARTICLE 5 – INSPECTION AND WARRANTY
5.1. The buyer must accept and inspect the goods immediately upon receipt. Visible defects or damage must, on pain of forfeiture, be reported within 5 days of delivery by means of a reasoned registered letter. Use of all or part of the delivery implies acceptance of any visible defects or damage.
5.2. The goods delivered are warranted against hidden defects for a period of 3 months from delivery, subject to the conditions set out below. Hidden defects are understood to mean defects that render the goods significantly unfit for their normal use or for the use for which they were expressly designated in the special conditions.
5.3. The seller shall not be liable for problems arising from incorrect and/or improper use of the product, problems arising from force majeure, or from the act or intentional fault of any person, including the buyer or their agents.
5.4. On pain of forfeiture, the buyer must invoke the warranty for hidden defects within one month of discovering, or reasonably being able to discover, the hidden defect, by means of a registered letter.
5.5. Our warranty is in any case limited to the replacement of the defective product, where replacement is possible. Where replacement is not possible, our warranty is limited to a refund of the purchase price paid and the return of the defective product, where the latter is possible.
ARTICLE 6 – TRANSFER OF OWNERSHIP AND DELIVERY
6.1. Delivered goods remain the property of the seller until full payment of the principal sum, costs, and interest.
6.2. Delivery takes place at the buyer’s risk; the buyer should insure against possible damage. Risk passes to the buyer from the moment the goods leave the seller’s warehouse.
6.3. A buyer who wrongfully refuses to accept or collect the offered goods shall be liable for the resulting costs, such as storage and freight charges, irrespective of other compensation including the agreed price, interest, and the fixed surcharge due to the seller.
ARTICLE 7 – PAYMENT
7.1. The invoice is payable in cash on its date or on the due date indicated on the invoice, at 8860 Lendelede.
7.2. In the event of non-payment or late payment, the price shall, by operation of law and without any formal notice being required, be increased by a fixed compensation of 10% with a minimum of EUR 50, representing the inconvenience thereby caused to the seller and the associated administrative costs, excluding court costs and the fees and charges of any legal adviser appointed by the seller. In addition, a default interest shall be due by operation of law and without any formal notice, calculated in accordance with the Act of 2 August 2002 on combating late payment in commercial transactions.
7.3. Any failure to pay an invoice by its due date, or any default in payment, shall render immediately due all outstanding invoices already issued and forwarded to the client at that time, and shall automatically extinguish any payment facilities or cash discounts for the future.
7.4. Without prejudice to the provisions of Article 5.1, any dispute regarding an invoice must, on pain of forfeiture, be raised by means of a reasoned registered letter within 8 days of receipt.
ARTICLE 8 – SUSPENSION AND TERMINATION
In the event of non-payment by the due date, default in payment for any reason, or failure to comply with even a single contractual obligation, we reserve the right to:
– either unilaterally suspend performance of all outstanding orders, following prior formal notice to which no or no satisfactory response has been given within eight days, without this entitling the other party to claim damages, and without prejudice to our right to claim damages;
– or terminate the agreement unilaterally, without prior judicial authorisation, following prior formal notice to which no or no satisfactory response has been given within eight days, without prejudice to our right to claim damages. The compensation for termination on grounds of the buyer’s non-performance is fixed at 40% of the agreed sale price.
ARTICLE 9 – SECURITY
Where the seller’s confidence in the buyer’s creditworthiness is undermined by late payment or default, by acts of judicial enforcement against the buyer and/or other identifiable events that call into question and/or render impossible confidence in the proper performance of the buyer’s obligations, the seller reserves the right to demand appropriate security from the buyer. Should the buyer refuse to comply, the seller reserves the right to cancel the entire order or part thereof, even if the goods have already been wholly or partially dispatched. In such event, compensation shall be due in the amount referred to in Article 1.2, without prejudice to payment for any delivery already partially executed.
ARTICLE 10 – FORCE MAJEURE
Any event of force majeure or unforeseen circumstance shall, by operation of law, release our company from any obligation whatsoever, without the other party being entitled to claim damages. Where our company is dependent, for the performance of its obligations, on deliveries by a third party, these provisions shall equally apply in the event of force majeure or unforeseen circumstance affecting that third party, where this delays or prevents the performance of our obligations.
The following situations shall, amongst others, be regarded as force majeure: accidents, equipment failure, exceptional weather conditions, fire, strikes, lock-outs, theft, exceptional traffic disruption, industrial action, riot, mobilisation, epidemic, serious illness, failure of public utilities, etc.
We reserve the right to regard the agreement as dissolved by operation of law and without prior formal notice, and we cannot be held liable in the event of bankruptcy, manifest insolvency, or any change to the legal status of the buyer.
ARTICLE 11 – SEVERABILITY
The invalidity of one or more clauses of the agreement shall not affect the validity of the remainder of the agreement.
The parties undertake to replace any invalid clause(s) with a legally valid clause or clauses that correspond to the original intention of the parties and the spirit of the agreement, or that come as close as possible thereto.
ARTICLE 12 – APPLICABILITY
Our general terms and conditions apply to all our transactions. Derogation therefrom is only possible with our express written consent. The general terms and conditions of the other party are expressly excluded. Acceptance of these general terms and conditions shall be deemed to have occurred upon placement of the order.
ARTICLE 13 – VALIDITY PERIOD OF QUOTATIONS
Our quotations remain valid for one month only. Quotations prepared by our representatives are only binding upon written confirmation by our authorised bodies. Our quotations are non-binding and cannot commit our company; they only become final once signed by the client and subsequently confirmed by our authorised bodies.
ARTICLE 14 – EXCLUSION OF LIABILITY
We shall not be liable for damage caused to third parties, and we are not obliged to indemnify our client in such circumstances.
ARTICLE 15 – DISPUTE RESOLUTION
15.1. In the event of any dispute, the courts of the Judicial District of West Flanders shall have exclusive jurisdiction.
15.3. All our agreements are governed by Belgian law, to the exclusion of the Vienna Convention on Contracts for the International Sale of Goods and any other international regulation whose exclusion is permitted.
WVS BRICKS
Nelcastraat 8, 8860 Lendelede, Belgium
Tel +32 (0)56 41 17 39
info@wvsbricks.be | www.wvsbricks.be
*In the event of any discrepancy or inconsistency between the Dutch version and any translated version of these documents, the Dutch version shall prevail.