Article 1: Definitions
In these general terms and conditions of sale and delivery, the following terms shall mean:
- “Sourz International NV”:
Sourz International NV NV, public limited company under Belgian law, Uitbreidingsstraat 84-3, 2600 Antwerpen, Belgium
- “Customer” or “principal”:
The person who commissions Sourz International NV, and/or places an
order with Sourz International NV, and/or the person with whom Sourz International NV enters into an agreement;
- “Products”:
The goods and/or systems supplied by Sourz International NV.
Article 2: Scope
2.1
All quotes, offers and/or agreements with Sourz International NV relating to the supply of goods and/or the provision of services are exclusively governed by the present general terms and conditions of sale and delivery of Sourz International NV, hereinafter referred to as “the conditions”.
2.2
The principal recognises, prior to entering into the agreement, having taken cognisance of the conditions that are an integral part of the agreement with Sourz International NV, and having accepted them.
2.3
Any conditions – of whatsoever nature – that have been adopted by the principal, whether included or not in the general conditions adopted by the principal, only apply if these conditions have been expressly accepted in writing by Sourz International NV. In the absence of such express and written acceptance by Sourz International NV, the general conditions of Sourz International NV shall always take precedence over the conditions of the principal.
Article 3: Conclusion of the agreement
3.1
Sourz International NV is only bound insofar as it has accepted in writing the customer’s order or has sent its invoice. During that interval, the customer may not cancel his order without the written consent of Sourz International NV. Quotes are only binding upon Sourz International NV if they state a period of validity, this always being subject to the harvest as well as to the force majeure and chance (such as industrial action, diseases and machine failure), Sourz International NV reserves the right to alter at any time the characteristics of its products.
3.2
In the event of unilateral cancellation of an order not yet approved by Sourz International NV, or in case of cancellation of the agreement by the customer, the latter shall owe to Sourz International NV, by law and without prior notice, a lump sum compensation of 20% for the portion up to EUR 100.000 and 5% for the exceeding portion of the order or agreement, increased by all expenses incurred by Sourz International NV, without prejudice to Sourz International NV’s right to possibly claim higher damages.
Article 4: Transfer of ownership and Risk
4.1
Sourz International NV remains the owner of the supplied goods until the price has been paid in full and the customer has settled all previous invoices. It reserves the right to claim back at all times the supplied goods at the customer’s expense. A simple letter exercises this re-claim right. In the event to the resulting sales price substitutes the supplied goods. Without prejudice to that state above, all risks of whatsoever nature are transferred to the customer from the time of delivery. For the application of the present article, the delivery is deemed to take place from the moment the products have left the buildings that are owned or used by Sourz International NV, even if the delivery is made free of charge.
Article 5: Price
5.1
Unless otherwise stipulated, all our prices are given in EURO, ex works, and are exclusive of all duties, costs and taxes.
5.2
Upon stating or linking a foreign currency, the prices of Sourz International NV are readjusted, proportionate to the change in the exchange rate of the applied currency in relation to the Euro, at the time of invoicing.
Article 6: Payment
6.1
Unless otherwise stipulated, payment is to be effected in the manner and the place indicated by Sourz International NV, no later than 30 days following the month of invoicing, without discount. However, Sourz International NV has the right to demand, without stating any reason, early payment of a portion of or the whole of the price prior to shipping the products.
6.2
Unless otherwise agreed, the invoices of Sourz International NV are payable in cash in case of export. At the time of placing his order, the customer shall also open an irrevocable documentary credit, to be used on approval and confirmed by a Belgian bank.
|
6.3
In case of non-payment of the invoice within the specified time, a delay interest rate of 1% per month on the amount fallen due shall be payable, by law from the due date and without prior notice, whereby a portion of a month serves as a full month.
6.4 Furthermore, the customer shall owe, by law and without prior notice, a lump sum of compensation of 10% of the invoice price under or equal to EUR 25,00 (with a minimum of EUR 50,00), and of 5% for the surplus. Expenses related to unpaid bills or cheques as well as other collection costs are not included in this lump sum compensation and are separately charged to the customer.
6.4
In case of non-payment of a sum fallen due, all other amounts not yet due become payable.
6.5
The customer is not allowed to suspend his payments in the event of a complaint.
Article 7: Periods of delivery
7.1
The specified periods of delivery are approximate and oblige Sourz International NV to do its utmost to honour them; however, any exceeding thereof shall not give the customer any right to compensation and/or cancellation of his order, nor allow him to invoice any right of suspension with respect to the fulfilment of his payment obligations
Article 8: Resolution by law and without prior notice
8.1
Sourz International NV has the right, by law and without
notice, to terminate the agreement, effective immediately, by giving written notification to the customer, in one or more of the cases
forth below:
- when the customer fails to fulfil his obligations or fails to do so
adequate or timely manner;
- in event of bankruptcy or liquidation of the customer;
- in the event of seizure of bank accounts or other assets of the customer;
- when the customers , resells, pawns or encumbers with charges
products delivered under retention of title;
- in case of protesting of trade documents belonging to the customer.
8.2
Furthermore, Sourz International NV has the right, in the circumstances set out above, to demand guarantees from the customer and/or to suspend the remaining supplies without any formality and without prejudice to all its rights.
Article 9: Acceptance of protest
9.1
no later than two days following delivery of the products to the customer. In the event of this period being exceeded and/or in case of any other default with respect to the foregoing, any liability of Sourz International NV shall cease to exist, except in case of intent, it being understood that Sourz International NV can by no means be held liable for fault committed by its staff.
9.2
All complaints relating to non-visible flaws must immediately be reported in writing to Sourz International NV no later than eight days after the customer has discovered it. In the event of this period being exceeded and/or in case of any other default with respect to the foregoing, any liability of Sourz International NV shall cease to exist, except in case of proven intent, it being understood that Sourz International NV can by no means be held liable for faults committed in this respect by it staff.
Article 10: Access
10.1
As far as necessary, the customer shall ensure that Sourz International NV has access, at all times and on its own or accompanied by other persons, to the facilities where the products delivered by Sourz International NV and of which it still is the owner, are located. The customer shall inform Sourz International NV, at its initial request and at any time, in writing about the location of each product delivered by Sourz International NV and of which it is still the owner.
Article 11: Liability
11.1
Sourz International NV shall not be liable for indemnity to the customer or to any third party for indirect damage, including but not limited to: loss of profit and increase in overhead as a result of malfunctions, interruptions or a shutdown of the customer organisation or of part thereof owing to the delivery of goods which are not in accordance with the demand or any other delivery not in accordance with the demand.
11.2
With the exception of intent on part of Sourz International NV being liable for errors of its staff, any liability of Sourz International NV for direct damage or loss sustained by the customer or any third party is excluded.
Subsequently, both for direct and indirect damage, the customer agrees to irrevocable and definitively waive his rights of redress or claims, if any, vis-à-vis Sourz International NV.
|
11.3
In the event that Sourz International NV were to be held liable, Sourz International NV’s cover for damages would be limited to EUR 250.000 per claim and insofar as it is effectively sustained and proven damage.
11.4
The returning of products will only be accepted with the written permission of Sourz International NV and in accordance with its instructions.
11.5
Unless otherwise stipulated, the costs and risks of the return shipments carried out by the customer shall be borne by him, as well as the disassembling and reassembling of the parts. When on-site repairs are needed, the travel and accommodation costs of Sourz International NV’s staff (as well as of people working as subcontractors for Sourz International NV, as may be the case) as well as the transport costs and risks of the required tools and equipments shall be borne by the customer, unless otherwise agreed.
11.6
Sourz International NV is not responsible for:
- damage resulting in part from an error on the part of the victim or of a person for which the victim is answerable for;
- infringements on patents, licenses and/or other rights of third parties resulting from the use of data provided by or on behalf the principal;
- damage done to or the loss of, through any cause whatsoever, raw materials, semi-finished products, models, tools, etc. made available by the principal.
11.7
The customer expressly agrees to indemnify Sourz International NV and to fully compensate it for all claims from third parties with respect to compensation for damage sustained by them, in those cases where Sourz International NV’s.
11.8
The customer expressly agrees to indemnify Sourz International NV and to fully compensate it for all claims from third parties following a violation of the law of 25 February 1991 relating to liability for faulty products or any similar legal requirement based or not on the European directives pertaining to product liability, including the claims against Sourz International NV’s co-debtors having been kept in solidity.
Article 12: Intellectual property
12.1
All information and documentation provided to the customer remains the property of Sourz International NV. It may not be wholly or partially photocopied, nor may it be shown to third parties and/or handled to them in any form whatsoever. It may be used solely for the purpose for which it was provided. The supplying of the said information shall not be construed as a transfer or the granting of a license, patent or any other intellectual or industrial proprietary right, nor shall the passing of this information constitute a guarantee as to the non-violation of intellectual or industrial proprietary rights of third parties.
Article 13: Applicable law and jurisdiction
13.1
All quotes, offers and/or agreements with Sourz International NV are governed by Belgian law, with the exclusion of international treaties or similar regulations pertaining to the purchase of movables.
13.2
All disputes emerging or arising from the quotes and/or offers submitted by Sourz International NV and/or from agreements entered into with Sourz International NV are subject to the jurisdictions of the courts of Deggendorf.
However, Sourz International NV reserves the right to bring the dispute before any other competent court, in Belgium or abroad.
Article 14: Interpretation
14.1
The articles heading set forth in the agreement concluded between the parties and in the general conditions are included for reference purposes only and shall by no means determined, restrict or expand the contents or meaning of those conditions. They are no art of these conditions irrespective of the objective.
14.2 In the event that a provision or part of a provision of these conditions were to be void or non-opposable, or be non enforceable for whatever reason, the provisions of these general conditions would continue to be in full force. In such case, the parties shall pursue, in good faith, a solution and/or provision that best resembles the provision or part of the provision that would have been declared void, non-opposable or non enforceable.
|
