General Sales Conditions
ARTICLE 1: APPLICATION OF THE TERMS AND CONDITIONS
Unless agreed upon otherwise, all agreements entered into by our company are subject to the following terms and conditions, which shall unconditionally be accepted by our customers and are an integral part of each agreement entered into with the customer. Remarks concerning these terms and conditions shall be made in writing within eight days upon invoice date. No departure from these general terms and conditions can be allowed unless it is explicitly provided for in writing in the special terms and conditions. The general terms and conditions of the customer are explicitly excluded, even if they would be announced after notification of the present terms and conditions. Our firm has the right to unilaterally modify these general terms and conditions. Modifications also apply with regard to agreements entered into previously. Modifications take effect one month upon notification by means of a written announcement. In case the customer should not wish to accept the modifications, he has, until the moment that these modifications come into force, the right to cancel the agreement by registered letter at the date on which the modified terms and conditions take effect. After the moment of entry into force, the customer is considered to have accepted the modifications tacitly.
ARTICLE 2: QUOTATIONS – ORDERS
The orders of our customers will be considered as definitive upon receipt of a written order confirmation issued by a person authorized by our firm. Our quotations are only binding if they are signed by the manager and remain valid for one month from the date mentioned on the quotation. After this period, we have the possibility to modify our proposals in order to allow for the evolution of the cost prices.
ARTICLE 3: TERMS OF DELIVERY
Orders are treated in chronological order of receipt. Delivery periods are only given by way of information and do not imply any formal obligation, so that late delivery, if any, cannot give cause to any damages, unless a previous written reminder has been sent and provided a final but reasonable expiry date has been stipulated. The following circumstances are considered as cases of force majeure that exempt us from all obligations with regard to the production of the articles according to the agreement and the delivery periods, and this to the exclusion of all and any damages (even the damages stipulated in advance agreed upon in the agreement): the events that occur beyond our control, as a result of which the operating conditions of our company change, such as e.g. (not exhaustive): war, requisition, political, social or economic disorders, strikes, fires, storms, floods, bad production that would oblige us to restart production, machine failure and/or failure to tools, shortage of raw materials, bankruptcy of or delay in the delivery made by our suppliers, refusal of delivery or discontinuation of an article by our suppliers, as well as any event that changes the market situation, and all circumstances that can slow down or make the execution of the agreement impossible, either with us, or with our suppliers or subcontractors. Modifications to orders made by the customer automatically imply that the initially proposed delivery periods expire. Barring agreement to the contrary in writing, late delivery does not give cause to refusal of the goods by the customer, nor to the right of the customer to unilaterally dissolve the agreement. Any right of recourse whatsoever on behalf of the customer because of late delivery expires in the absence of objection at the very latest at the time of delivery. Any responsibility whatsoever or obligation to pay damages will always be limited to 15% of the sales price of the goods to be delivered. Deliveries are made free of charge in Belgium for all orders above a specific amount that is applicable at that time, exclusive of taxes and transport costs. Deliveries are not made free of charge for any order of a lesser value. For export apply the rules that are mentioned with the tariff of the country concerned, as well as the Inco terms 2000, in as far as these are not contrary to the stipulations laid down in the present terms and conditions. Goods are always forwarded at the risk of the purchaser. Complaints relating to the condition of the goods and the packaging upon receipt are only admissible provided they are indicated on the consignment note and in addition are communicated in writing to our firm at the very latest 8 days upon delivery.
ARTICLE 4: ARTICLES
We reserve the right to change a product of our range in any way whatsoever (composition, finish, colour, width, etc.) and at any time, except when the customer has explicitly and in writing required that characteristic as a condition for entering into the agreement and that the customer has objected in writing within a term of 8 days upon notification of that change. We cannot guarantee absolute uniformity of the colours over several production batches, nor does this guarantee cover claims based on quality, pattern, texture and/or dye lot variance if this carpet has been cut or installed. The mere fact that we integrate an article in our catalogue or have delivered samples of that article does not in any way oblige us to continue the production or to integrate this article in the production process, in case it has meanwhile been given up with or without prior notification.
ARTICLE 5: COMPLAINTS
Each delivery shall be checked immediately upon receipt by the purchaser. Complaints are only admissible if submitted in writing within eight days upon receipt of the goods, provided it has not been subjected to any alterations. The use of the goods, even of a part of the delivery, supposes the acceptance thereof. No return will be accepted without our written agreement, which does not imply any recognition. Returns of goods shall be made free of charge to our warehouses at the risk of the customer. The goods shall be correctly packed when returned. In case of non-conformity, our firm will, at its own discretion, either replace the defective goods within a reasonable period of time or repair these, all of this without any right on behalf of the purchaser to any additional damages. Nevertheless, our firm can opt to compensate the customer for the defective goods. Complaints with regard to hidden defaults are only admissible provided they were notified by registered and sufficiently motivated letter sent to the seller within one year after the delivery of the goods and this always within 15 days after the defect came to light. The burden of proof of timeliness rests with the purchaser. After this term, every delivery shall be considered as irrevocable and fully accepted. Complaints, even when well-founded, do not give the purchaser the right to postpone the further execution of any agreement with our firm.
ARTICLE 6: SEVERANCE – CANCELLATION
Each severance, cancellation or annulment of an order or agreement, as well as the non-observance of the terms of payment or other obligations on behalf of the customer, gives our firm the right to damages of which the minimum is fixed at 15% of the agreed price, the surplus that is claimed to be proved by the seller. In the event of a severance, cancellation or annulment of an order or agreement, our firm has the right to postpone further deliveries to the customer and/or to dissolve all agreements entered into with the customer, without judicial intervention, without preliminary formal notice, without prejudice to the right of damages for our firm, of which the minimum is fixed at 15% of the agreed price, the surplus to be proved by our firm. Materials that have been cut, installed or are being manufactured at the time of the cancellation are considered as lost and can under no circumstances be returned. If the customer refuses to respect the stipulations of the present generals terms and conditions, our firm has the right to consider agreements with the customer as dissolved, without any judicial intervention and without preliminary formal notice, without any obligation to compensation. This stipulation also applies if during the execution of the agreement, the financial situation of the customer changes so that insolvency, the loss of guarantees for its claim has to be feared or if the customer is declared in a state of bankruptcy. If our firm decides to dissolve the agreement in accordance with the present general terms and conditions, it has the right to claim back the goods. The overall invoice price plus interests, costs and damages remains due, be it upon crediting of an amount equal to the actual value of the goods taken back. The customer explicitly declares that all credits he owns with regard to our firm, on account of guarantee and at any time whatsoever, can be compensated with all debts resulting from this agreement. The customer and the seller explicitly declare that all claims of any nature whatsoever, present and future, they have on one another, will automatically be compensated between them with all debts of any nature whatsoever, present and future, which they owe each other and this at the moment the respective claims and debts originate, independent of the time-limit for payment. In case of bankruptcy or dissolution of the customer or in case the customer should apply for an amicable settlement or judicial reorganization in accordance with the law of 31 January 2009 on the continuity of enterprises, we will have the right to compensate the claims of any nature whatsoever, whether or not claimable, existing at the moment of bankruptcy, dissolution or application of one of the procedures of the law of 31 January 2009 by the customer, at the charge of the latter with the claims existing at that same moment to our benefit, before making any payment whatsoever to the joint creditors of the purchasers that are bankrupt, dissolved or appealing to the law of 31 January 2009.
ARTICLE 7: PAYMENT
Each first order is carried out against prior payment and without discount. Except when explicitly agreed upon, our invoices are payable within 30 days upon invoice date without discount at the registered office of the seller. The work is invoiced as specifically determined in the agreement. If nothing has been determined on that subject, the work will be invoiced as the deliveries or the work progress. In case of non-payment of the invoice within the term specified, delay interests will be due ipso jure and without formal notice, at the rate of 1% per month on the outstanding invoice amount. In addition, fixed damages will be due ipso jure and without formal notice to the amount of 15% on the outstanding invoice amount, with a minimum of 50 EUR, without prejudice to the right of the creditor to claim higher damages provided it is proved that the actual damage suffered was higher. In the event of non-payment of a specific invoice on the expiry date, the balance due of all other invoices, even of the invoices that are not expired yet, will become claimable ipso jure and without formal notice. Failure to pay an invoice on the expiry date and, in general, all failures on behalf of the customer to meet his obligations, gives us the right ipso jure and without prior formal notice to suspend all current orders, without the purchaser being entitled to damages. In such event, our firm is entitled to fixed damages to the amount of 15% of all orders placed that are suspended. The fact of drawing and/or accepting bills of exchange or other negotiable instruments does not entail any other claim and does not prejudice the present terms and conditions of sale. If it becomes clear for the sellers that the credit worthiness of the purchasers deteriorates, if more particularly legal steps are taken against the purchasers and/or in the circumstances that make the proper fulfilment of the agreement entered into uncertain or impossible, the sellers reserve the right to claim the necessary guarantees. In the event of refusal on behalf of the purchasers, the sellers reserve the right to cancel the order, in all or in part, even if the goods have been dispatched, in all or in part. Because of this non-payment, in full or in part, our firm ipso jure has a right of retention on all the goods that are still present in its shops, this to guarantee payment on behalf of the customer.
ARTICLE 8: TRANSFER OF PROPERTY AND TRANSFER OF RISK
The seller retains ownership of the goods until payment in full has been made. The risks, including cases of force majeure and destruction, are at the charge of the purchaser. The deposit of the goods pending their delivery or collection is effected at the risk of the customer. It will be possible to keep the advance payments to cover losses, in any, incurred in the event of resale of the goods. The customer admits that this stipulation of reservation of title has been notified to him and accepted by him before delivery of the goods. Having regard to the reservation of title, the customer is not allowed to transfer the goods before payment in full has been made, and this under penalty of additional fixed damages amounting to half of the price of the goods delivered. If the customer, contrary to this reservation of title nevertheless transfers the goods to a third party, the customer yields his claim for payment of the price resulting from the transfer as guarantee to our firm.
ARTICLE 9: COMPETENCE
All agreements entered into with our firm are governed by Belgian law. In case of dispute, only the courts of Kortrijk are competent. This also applies in the event of acceptance of a letter of exchange, and also in the event of appeal to guarantee, forced intervention, pendency of proceedings or relation.
ARTICLE 10:INTERPRETATION
The French text takes precedence in the event of interpretation differences. The Dutch or English texts of the present general terms and conditions can be obtained upon simple request.