General terms and conditions of sale HEGO BVBA
General terms and conditions of sale HEGO BVBA
These general terms and conditions apply subject to modifications, which both parties explicitly agree upon in writing. The parties agree that any conditions used by the purchaser are not applicable. Unilateral changes or additions made by the purchaser without the written agreement of HEGO are not considered as written.
Realisation of the contract
The contract is considered to have been concluded when, after receiving an order, the seller has notified the buyer in writing that he will accept the order within the time limit possibly set by the buyer.
If, when making an offer, the seller stipulated a deadline for acceptance, the contract shall be deemed to have been concluded if, before the expiry of this deadline, the buyer has notified the seller in writing that it will accept the offer, on the understanding, however, that no contract shall have been concluded if this notification has not been received within one week after the expiry of this deadline.
Amendments to the seller's offer are only valid if confirmed in writing. All orders placed via an intermediary must be confirmed by the seller directly to the buyer.
Drawings and descriptions
Weights, dimensions, capacities and other data contained in text or drawings are always approximate. These data are only binding insofar as the agreement explicitly refers to them.
The drawings and technical descriptions provided to the buyer before or after the formation of the agreement, on the basis of which the complete or partial manufacture is possible, remain the exclusive property of the seller. They may not be used, copied, reproduced, passed on to or made known to third parties by the buyer without the seller's permission. They are, however, the property of the buyer:
if this has been expressly agreed, or
if they relate to a prior development agreement, distinct from the performance contract, in which the seller has not reserved the right of ownership.
Drawings and technical descriptions provided by the buyer to the seller prior to or after the conclusion of the contract, on the basis of which all or part of the product can be manufactured, shall remain the exclusive property of the buyer. They may not be used, copied, reproduced, passed on to or made known to third parties by the seller without the buyer's consent.
Unless otherwise agreed, prices shall be deemed to apply to unpackaged goods. Packaging shall be invoiced separately.
The buyer is authorised, both during manufacture and after completion of the work, to have the quality of the materials and parts used checked and verified by his duly authorised representatives.
These checks and verifications shall be carried out in the workshop during normal working hours, after the day and time have been agreed with the seller. The costs arising from this examination or from the intervention of an inspection or testing body shall be borne by the buyer.
Transfer of risk
The goods are sold FOB (Incoterms 2010) and are definitively received, even if they have to be sent carriage paid.
The seller shall notify the buyer in good time before the delivery is made. The notification to the purchaser must be made in sufficient time to give the purchaser the opportunity to take the necessary measures.
If the seller has intervened to deliver wagons or any other means of transport to the buyer, or to simplify customs formalities, he cannot be held liable for this; all costs resulting from this will be charged at cost price.
The goods travel at the risk of the buyer.
Retention of title
Without prejudice to the provisions of Article 6, the goods remain the property of the seller until full payment of their price.
The buyer undertakes not to sell the goods or to hand them over to third parties as long as they remain the seller's property.
In the event of non-compliance with this prohibition, a fixed compensation of 50% of the sales price shall be payable by the buyer (as a supplement to the sales price and any delay compensation).
Unless otherwise agreed, the delivery period shall run from the latest of the following dates
the day of the conclusion of the agreement as described in Article 2
the day on which the seller receives an instalment payment, if an instalment payment has been stipulated in the agreement prior to the start of manufacturing.
Unless otherwise agreed, the delivery periods mentioned in the contract are only an estimate: any delay can never be a reason for breaking the contract or for any compensation.
If the buyer does not take delivery of the goods when they are made available by the seller, he may nevertheless not postpone the due date that is normally set for payments connected with the delivery.
The seller shall provide for the storage of the goods at the expense and risk of the buyer. If the buyer so requests, the seller shall arrange for the insurance of the goods at the buyer's expense.
All payments shall be made in EURO or in the currency stipulated in the agreement; they are net and discount-free.
The prices shall be calculated on the basis of the daily rate of raw materials, wages and social charges. Unless otherwise stipulated, prices shall be revised by applying the price revision formula appended to these general terms and conditions.
Unless otherwise agreed, invoices are payable within 30 days following the end of the month of invoice. To be counted from the day following that:
1° of receipt by the purchaser of the invoice or an equivalent request for payment, or
2° of receipt of the goods or services, if the date of receipt of the invoice or equivalent request for payment is uncertain or if the purchaser receives the invoice or equivalent request for payment earlier than the goods or services, or
3° of the acceptance or control to verify the conformity of the goods or services with the contract, if the law or the contract provides for a procedure of acceptance or control and if the buyer receives the invoice or the equivalent request for payment before or on the date on which the acceptance or control takes place.
If the buyer does not pay within the agreed payment period or, failing that, within the statutory payment period, the seller shall be entitled from the following day, ipso jure and without notice of default, to the payment of interest at the reference interest rate plus eight percentage points and rounded up to the higher half a percentage point.
The reference rate is the interest rate applied by the European Central Bank for its most recent main refinancing operation as defined by the Law of 2 August 2002.
In addition, if the buyer fails to pay within the agreed payment period or, failing that, within the statutory payment period, the seller shall, without prejudice to its right to reimbursement of legal costs in accordance with the provisions of the Judicial Code, be entitled to reasonable compensation from the buyer for all relevant collection costs incurred as a result of the delay in payment.
The fact that interest is stipulated shall not prevent the payments from being due on the due date.
All present and future taxes, and additional levies and costs of any kind connected with the sale shall be borne by the buyer.
The seller reserves the right, if after the conclusion of the agreement but before the total payment of the price, it appears that the credit of the buyer is jeopardised or when his creditworthiness diminishes, and namely in the following cases: request for payment deadlines, protest, seizure of all or part of the buyer's goods at the request of a creditor, delay in payments to the National Social Security Office, etc., to demand this guarantee which he deems necessary for the proper performance of the obligations, even after the delivery of goods. No notice of default is required for this.
If an invoice is not paid on its due date, or in the event of application of Article 10, the agreement shall be dissolved ipso jure by virtue of the fact that the seller has notified the buyer of its intention to do so by registered letter and without prior notice of default.
In this case, the seller shall be entitled to take back the delivered goods without the intervention of the courts.
In addition, a compensation of 15% of the price, with a minimum of 1000,00 EURO will be due.
The seller undertakes to remedy all indisputable hidden defects (to the goods themselves) that are not the result of force majeure, of an incorrect intervention by the buyer or third parties, by means of replacement or repair.
This obligation only extends to defects that become apparent during a period of one year after commissioning; this is presumed to have occurred 30 days after the goods were made available in the factories if the delivery was made in Belgium and 45 days if the delivery was made abroad.
The seller becomes the owner of the replaced parts. These parts shall be returned at the buyer's expense.
The seller shall not be bound by any guarantee or compensation other than that stipulated in point 12.1. In particular, the seller shall not be obliged to pay any compensation for any damage to goods used for business purposes or for losses related to the buyer's professional activity or to persons for whom he is held liable pursuant to Article 1384 of the Civil Code.
Nor shall the seller be obliged to pay compensation for such damages on extra-contractual grounds.
As far as physical damage and damage to private property are concerned, the seller shall not be obliged to pay compensation if
it cannot be demonstrated that the defects were present at the time when the goods were put into circulation;
the seller, given the state of science and technology, could not be aware of the presence of the defects;
if the defects are attributable to the design of the item into which the goods are to be incorporated or to the buyer's instructions;
the defects are due to faults on the part of the buyer, the injured person or someone for whom the injured person is responsible (e.g.: incorrect manoeuvres, incorrect operation, transformations carried out by the buyer or third parties, etc.);
the defects are the result of the compliance of the goods with mandatory regulations issued by public authorities;
if the damage is due to lack of maintenance or to maintenance that is contrary to the maintenance booklet or the maintenance prescriptions issued by the manufacturer;
if the damage is due to the intervention of a third party not recognised by the manufacturer.
The Buyer shall indemnify the Seller against all claims or actions that third parties may bring against the Seller based on the damage stipulated in point 12.3.
If it concerns a manufacture according to a plan provided by the buyer, the guarantee will in any case be limited to a strict execution of the pieces according to the indication of these plans.
The following shall be considered as exonerating circumstances, if they occur after the conclusion of the contract and prevent its execution: industrial disputes and all other circumstances, such as fire, mobilisation, seizure, embargo, prohibition of foreign exchange, revolt, shortage of means of transport, general shortage of raw materials, restrictions in the use of energy, if these other circumstances occur beyond the will of the parties.
The party invoking the above-mentioned circumstances shall immediately notify the other party in writing of their occurrence as well as of their expiry.
The occurrence of one of these circumstances shall relieve both the seller and the buyer of all liability.
The agreement is governed by Belgian law, unless the parties have decided otherwise.
In case of dispute only the courts of Antwerp are competent.
General terms and conditions of sale HEGO BVBA - Issue 19/06/2018