General invoice conditions

General

The acceptance of orders by NV Van Maele Benelux, automatically entails the acceptance of the terms and conditions mentioned below. No conditions of the buyer/orderer are accepted without prior written consent of NV Van Maele Benelux.

The nullity, unenforceability or unenforceability of one or more provisions of these general terms and conditions shall not affect the validity, enforceability or enforceability of the remaining provisions. The rights and obligations resulting from the contract shall not be transferable to third parties, neither in part nor in full, without the prior and written consent of the seller. The non-exercise by the seller or by the customer of its rights, at any time, shall in no way imply the renunciation of those rights.

Art. 1: Offers - Prices

All offers from NV Van Maele Benelux are always without obligation and will automatically expire if the buyer does not expressly accept them within 30 days of the date. They can be changed unilaterally at any time until the moment of acceptance by the customer. Following acceptance by the customer, the seller will confirm the agreement in writing. The agreement can only be changed by written agreement between the seller and the customer. Notwithstanding the aforementioned principle, the seller will at all times be able to adjust the prices unilaterally in function of substantial changes in the raw material prices or other costs relating to the execution of the works.

The prices on the website, on quotations and order forms are always expressed in EURO, including and excluding VAT, recupel and/or other fiscal charges or levies. The stated prices are always net and apply to goods purchased from our warehouses. Insurance, storage costs, costs for handling the goods, transport costs and any customs duties or other taxes are never included and will be charged to the buyer. Any conditions/provisions that deviate from the general terms and conditions are always explicitly stated in the quotations/order forms. The quotations/order forms only include the goods and/or works described. All goods or works not explicitly described in the quotations of NV Van Maele Benelux are always charged at the price on the date of order, or "on management".

The specifications and price quotations are based on the currently applicable values of wages, materials and services. If these are subject to changes beyond the seller's control, the seller reserves the right to adjust the prices proportionally. The customer has the right to cancel the agreement within eight days after being informed of this price change.

Art. 2: Orders

All sales by NV Van Maele Benelux are binding upon the signing of the offer or order form by the buyer. In the event of cancellation of the agreement by the buyer, the buyer shall owe a fixed compensation amounting to 10% of the value of the order, with a minimum of €50 and this subject to the seller's express option to claim higher compensation. If the agreement is cancelled by the seller, the seller will owe equal compensation to the buyer.

Art. 3: Payment terms

All sales by NV Van Maele Benelux, other than counter or cash sales, are payable within 30 days of the invoice date. For consumers, all invoices are immediately due, unless otherwise agreed.

In the event of non-payment of the invoice within the set term, default interest is due by operation of law from the due date without prior notice of default, equal to the statutory interest. For the applicable statutory interest, we refer to the website of the FPS Finance. In addition, a fixed compensation of 10% of the total invoice amount is due, with a minimum amount of € 50. In the event of substantial exceedance of the payment term, the seller reserves the right to unilaterally terminate the agreement without prejudice to the right to further compensation. All bank and exchange costs associated with the payment of the invoices are always borne by the buyer/orderer. The invoice amount is, unless expressly agreed otherwise, always a net amount on which no discount can be allowed or applied, such as (but not limited to) discount for cash payment, quantity discount, etc. The foregoing applies to companies.[1]

a) € 20 if the balance due is less than or equal to € 150;

b) € 30 plus 10% of the amount due on the disk between € 150.01 and € 500 if the balance due is between € 150.01 and € 500;

c) €65 plus 5% of the amount due on the amount in excess of €500, with a maximum of €2,000 if the balance due is greater than €500.

In the absence of payment by the customer (consumer) within 14 calendar days (+ three working days in the event of a notice of default that is not sent electronically) after sending the first notice of default, the customer also owes us, by operation of law and without notice of default, interest at the reference interest rate plus eight percentage points referred to in Article 5, paragraph 2 of the Law of 2 August 2002 on combating late payment in commercial transactions. This interest is calculated on the amount still to be paid.

If we were to be obliged to pay amounts to the customer, the same arrangement regarding compensation and interest would apply in favour of the customer and at our expense.

In the event of non-payment, the seller reserves the right to discontinue further deliveries, performances and services.

Any conditions/provisions that deviate from the general terms and conditions are always explicitly stated on our quotations, invoices or in separate writing to the buyer/orderer.

In the event of a substantial exceedance of the payment term, the contractor reserves the right to unilaterally terminate the agreement without prejudice to the right to additional compensation. In the event of a substantial exceedance of the delivery/execution term that is attributable to the contractor, the customer reserves the right to unilaterally terminate the agreement without prejudice to the right to additional compensation.

The protest against the invoice must be made in writing within 30 days of the invoice date. You are requested to always state the date and number of the invoice. Invoices that are not protested in writing and with reasons within 30 days of receipt will be considered accepted, both with regard to the information on the invoices and the specifications of the work delivered. This applies to consumers.

As regards companies, the protest against the invoice must be made in writing within eight days of the invoice date. The buyer is requested to always state the date and number of the invoice. Invoices that are not protested in writing and with reasons within 8 days of receipt will be considered accepted, both with regard to the information on the invoices and the specifications of the delivered goods.

[1]https://financien.belgium.be/nl/over_de_fod/structuur_en_diensten/algemene_administraties/thesaurie/rentevoet_betalingsachterstand_handelstransacties

Art. 4: Guarantees

NV Van Maele Benelux reserves the right to demand guarantees from the buyer/orderer at any time, including during the execution of the order. If the buyer/orderer refuses to do so, NV Van Maele Benelux reserves the right to unilaterally cancel the order in whole or in part, without the buyer/orderer being able to claim any compensation from NV Van Maele Benelux and without prejudice to NV Van Maele Benelux' right to claim damages from the buyer/orderer. In case of financing, an order shall only become final upon receipt of the written consent of the bank or credit institution and upon signature of one or more promises of payment by the buyer. If the financing is refused, NV Van Maele Benelux also has the right to unilaterally cancel the order in its entirety, without the buyer/orderer being able to claim any compensation from NV Van Maele Benelux and without prejudice to NV Van Maele Benelux's right to claim damages from the buyer/orderer. The above applies to companies.

Art. 5: Delivery periods

The seller shall make all reasonable efforts to deliver the goods within the period stated in the agreement. If the seller expects a delay in the delivery of the goods, the buyer will be notified immediately. The seller will then agree with the buyer on the appropriate measures. The anticipated period of execution or delivery shall be suspended or extended due to frost, bad weather, supply problems and any event beyond the control of either party, which is unforeseeable and not caused by negligence or wilful misconduct or breach of law.

Art. 6: Complaints

Upon delivery of the goods, the customer must check the quantities delivered and inspect the goods and the delivery note must be signed for receipt. Only complaints noted on the delivery note will be accepted. Acceptance of the delivery under reservation, without any wording of complaint on the delivery note, will not be accepted. The putting into use of the delivered goods by the customer shall always be regarded as their acceptance and shall therefore in no way give rise to complaints regarding defects qualified as visible. Complaints concerning visible defects to goods or work must always be made by registered letter within 5 days of delivery of the goods or work, respectively the invoice date, and must also be motivated. Complaints formulated by the buyer, which are not accepted by NV Van Maele Benelux, must be proven by the buyer. The above applies to companies.

As far as consumers are concerned, complaints concerning the conformity or visible defects of the works carried out and the materials delivered must be made in writing within eight days after the completion of the works or the delivery of the materials.

Art. 7 : Ownership clause

As long as the materials delivered have not been paid for, they shall remain the property of the seller. The transfer of ownership of goods delivered by the seller shall only take place upon full and complete payment for these goods.

The buyer is prohibited from pledging, selling or disposing of the goods delivered and/or to be delivered to third parties in any way whatsoever, as long as he has not fulfilled all his obligations towards the seller; the goods must be returned on first demand. The seller reserves the right to enforce the seller's privilege of unpaid vendor on the goods sold by the buyer vis-à-vis third parties, by fulfilling the formalities required by the legislator for this purpose. The transfer of risk takes place at the time of delivery of the materials.

Art. 8: Warranty - liability

The goods delivered or work performed by NV Van Maele Benelux are guaranteed against all errors that occur with normal application and use purposes. If any part of the delivered goods is found to be defective within 6 months, or 12 months in the case of machines (term always to be calculated from the date of dispatch or delivery), or if the buyer proves that this good was defective at the time of delivery, this part will be replaced or repaired by NV Van Maele Benelux. The guarantee is always limited to the replacement of the goods or parts. Working hours and/or any travel costs are always borne by the customer. In the event of return, the defective goods must be sent to the registered office of NV Van Maele Benelux at the expense of the buyer, unless expressly agreed otherwise. The guarantee always covers only the defective goods or parts, so that NV Van Maele Benelux can in no way be held liable for direct or indirect damage that the customer may suffer, such as, for example, a delay in production. Changes to the work carried out and/or the materials used by the customer or by third parties, accidents or incorrect use of the delivered goods/equipment do not give rise to the aforementioned guarantee. Complaints regarding damage to goods caused by weather conditions, as well as by fire, water, extreme heat, overload or other unforeseeable reasons, will not be accepted under any circumstances. NV Van Maele Benelux can never be held liable for damage to immovable property in general, buildings and/or their contents, nor for damage to goods or persons. The guarantee/responsibility of NV Van Maele Benelux is in all cases always expressly limited to the price of the goods delivered/work carried out by NV Van Maele Benelux. The foregoing applies to companies.

As far as consumers are concerned, the guarantee on goods is two years. The consumer has the choice between repair or replacement of the goods.

Art. 9: Deliveries

Deliveries within Belgium are carriage-paid for all orders from a value of 300.00 EURO excluding VAT and other taxes. For orders with a lower value or for deliveries outside the country's borders, the transport will be charged to the customer at NV Van Maele Benelux's current rate. Deliveries leave from the warehouses of NV Van Maele Benelux, with packaging and are deemed to be accepted by the buyer on departure.

As regards companies, the goods are therefore always chartered, transported and delivered at the buyer's risk.

As far as consumers are concerned, the transfer of ownership of the goods delivered by the seller only takes place on the actual delivery of these goods. For this, the risk lies with the seller.

Art. 10: Acceptance - return

Full or partial utilisation of the delivered goods shall always entail acceptance of the whole. Sold goods will not be taken back, unless otherwise agreed in writing and provided the goods are in their original unopened packaging. In the event of take-back, a take-back fee in the amount of 10% of the net selling price, with a minimum of EUR 10.00, will be charged. Packaging and pallets will never be taken back by NV Van Maele Benelux. The above applies to companies.

Regarding consumers, complaints regarding the conformity or visible defects concerning the delivered goods and materials must be made by registered mail, within eight days after the completion of the work or the delivery of the materials. The use of the goods by consumers may ensure acceptance of visible defects. For all other/ non-visible defects, the legal warranty applies.

Art. 11: Termination of the agreement

In the event of cancellation of the order, refusal of the goods ordered or cessation of work by the purchaser, a minimum lump-sum compensation amounting to 10% of the amount of the total order shall be payable by the purchaser/orderer with a minimum of €50 and this subject to the express reservation of the seller's option to claim higher compensation. In case of non-compliance with the payment or other terms and conditions, NV Van Maele Benelux always reserves the right to unilaterally suspend or cancel the order in its entirety, without the buyer/orderer being able to claim any compensation from NV Van Maele Benelux, and without prejudice to NV Van Maele Benelux's right to claim damages from the buyer. The above applies to companies. For the regulation applicable with respect to consumers, we refer to article 2.

The agreement may be terminated by either party without any compensation in the event of impossibility of performance due to force majeure, strike, lock-out, strike of the other party, etc.

Both parties reserve the right to consider the agreement terminated by operation of law and without prior notice of default in case of bankruptcy or apparent insolvency of the other party. In case of bankruptcy or apparent insolvency, the other party reserves the right to repossess the goods/advance payment.

Art. 12: Disputes

In case of dispute, only the sections of the courts or the justice of the peace court of the place where the seller has its place of operation, headquarters or domicile shall be competent. The foregoing applies to companies.

As regards consumers, in the event of a dispute, only the courts of the customer's domicile or the court of the place where the contract is performed shall be competent.