ARTICLE 1: AGREEMENT
- The company “Peever International n.v.”, hereafter called “the seller”, will only be bound by its sending of a confirmation, drawn up on paper carrying its letterhead and containing the general sales conditions hereafter set forth, of the buyer’s order.
- The contractual relationship between the seller and the buyer shall be exclusively governed by these general sales conditions, transport and stocking conditions, and when appropriate the distributioncontract. By accepting the seller’s confirmation, the buyer explicitly waives any right to use his own conditions.
- No other conditions shall be binding on the seller, except according to seller’s express written approval.
ARTICLE 2: OFFERS – PRICE QUOTATIONS
- Unless otherwise agreed, all offers made by the seller are entirely not binding.
- Any information appearing in seller’s catalogues, pamphlets, price lists or other documents, is given only as an estimate.
- An agreement is only effected if and as far as an order is confirmed in writing by the seller. Engagements with agents, representatives or other intermediaries only commit the seller if confirmed by him in writing.
ARTICLE 3: DELIVERY
Any delivery time provided by the seller is given only as an estimate and in no way is binding on the seller. Consequently, and unless otherwise expressly agreed, the buyer may not unilaterally cancel any order for not adhering to the delivery date, nor may he claim any indemnity.
Unless otherwise expressly agreed, all deliveries are “Ex Works Lier (Belgium)”, warehouses of the seller. All price lists, offers and order confirmations refer to ” Ex Works Lier (Belgium)” delivery, including packaging.
Under all circumstances the risk of the goods is transferred to the buyer, at the moment of their delivery, being the moment on which the goods are handed over by the seller to the buyer at the seller’s warehouse. The seller may at all times make partial deliveries.
ARTICLE 4: PRICES – TAXES
Unless otherwise expressly agreed, all of seller’s prices are ” Ex Works Lier (Belgium)” delivery, packaging included. The prices are net prices, excluding taxes, customs duties and any other fee charged on the goods.
ARTICLE 5: PAYMENT – RIGHT OF OWNERSHIP
All of seller’s invoices are payable in cash in Lier (Belgium), in the currency mentioned on front of the invoice. For partial deliveries, each delivery may be invoiced as a separate sale.
On every invoice remaining unpaid after the payment due date, by right interest shall automatically and without prior notice, accrue at a monthly rate of 8%, calculated from the invoicing date. When the invoice is made in another currency than EUR, the client is kept to pay the possible exchange loss which occurred between the due date and the final payment. In addition, for every late payment there will be, automatically and without prior notice, a fixed and irreducible indemnity equal to 15% of the invoiced amount due, with a minimum of 40 EUR.
In case of buyer’s non-payment of the invoice, the seller may suspend the performance of his other contractual obligations.
The seller shall remain the owner of the delivered goods until the moment the buyer pays the entire amount due, including any interests and costs. In case of non-payment, the seller may recover the goods from the buyer. In this case the seller shall send a proof of default to the buyer, by means of a registered letter, granting a payment term of 7 days.
ARTICLE 6: CLAIMS
All claims, concerning the nature of the delivered goods as well as the invoices, must be made in writing within 8 days after the delivery of the goods or the receipt of the invoice.
A claim does not discharge the buyer from his payment obligations.
ARTICLE 7: WARRANTY
The seller warrants the quality of the delivered goods in accordance with the order of the buyer.
When the buyer can supply proof that the quality of the delivered goods is not in accordance with the ordered goods, and the seller’s acknowledges, the seller shall replace the defective product or the defective products by a new product or new products.
The compensation due by the seller under any circumstance shall be limited to the invoiced value of the delivered goods. The liability for loss of profit , loss of earnings or consequence damage are always excluded. This warranty is not applicable when products were not used according to the seller’s specifications and the essentials of common knowledge:
ARTICLE 8: EXPRESS CONDITION SUBSEQUENT
If the buyer fails to pay his invoices, or to accept delivery of the goods, or shows signs of insolvency, such as bankruptcy, judicial or voluntary settlement of creditor’s claims (“concordat”), liquidation, uncovered checks, protests (“protet”) etc., the seller may suspend the performance of his obligations and unilaterally terminate the agreement by sending a notice of such intention by registered mail, without legal recourse by buyer and without prejudice to seller’s right to indemnification.
ARTICLE 9: FORCE MAJEURE
In case of force majeure ,the seller’s delivery obligation, among others, shall be suspended. In such case, seller shall only have to make its deliveries as soon as reasonably possible.
“Force majeure” includes unforeseeable circumstances relating to persons and/or material used or customarily used by the seller to perform under the agreement, which are of such a nature that the performance becomes impossible or so disproportionately difficult and/or expensive that seller’s prompt compliance to the agreement cannot be reasonably demanded. Examples of such circumstances include but are not limited to : governmental measures; company, traffic and/or transportation disruptions; disruptions in the delivery of the finished products, raw materials and/or other material; strikes; lock-outs; interference by third parties; and technical complications unexpected by both parties; etc.
ARTICLE 10: JURISDICTION – APPLICABLE LAW
The courts of Antwerp shall have sole jurisdiction to handle disputes between the parties. The seller can however always take legal action in the buyer’s place of residence.
ARTICLE 11: LINGUISTIC USAGE – APPLICABLE LAW
For these sales conditions the Dutch language is legal. When requested by the buyer, these sales conditions can be presented in English, French or German.