1. GENERAL TERMS AND CONDITIONS OF SALE
ARTICLE 1 : OFFERS
Our offers are always made on an informative basis only and subject to available sticks. They are subject to revision in the event of substantial market changes an especially (but without limitation) in the event of any increase in salaries, social taxes or the price of raw materials. Unless otherwise stipulated in our special conditions of sale the prices stated are prices ex-works.in the absence of any confirmation of price, the price in force at the date of supply is the applicable price. The price includes supply of the goods only and excludes any installation or assembly services except where these services formed part of the initial offer or was included in the contract. In the absence thereof, these services will be invoiced in addition to the price of the goods or supplies. If we undertake transport all costs relating to such transport, including packaging costs, transport charges, consignment fees, taxes and customs dues, will be invoices to and paid by the client. Our samples are given by way of example only and are subject to modification. We reserve the right to make small modifications to dimensions, quality and shade. Goods will only be taken back where express authorization has been given therefore. A charge will be made at the rate of 5% of the value of the goods taken back such value to be determined by the price in force at the time of confirmation of the order or in default of such confirmation, the price in force at the time of receipt of our order.
ARTICLE 2 – DELIVERY & TRANSFER OF RISK
The delivery times are given on an informative basis only and are not binding on us. Non-adherence to the same does not give rise to any claim for damages and interest. Except where stipulated to the contrary in our special conditions delivery is deemed to be made ex-works. Transfer of risk to the client takes place at the time of loading at our premises even in the event of partial delivery or where the supplier has to provide assembly services.
The customer therefore bears all risks in relation to the goods sold from the time of delivery and in particular those relating to transport, even if our company undertakes such transport or organizes the same. The customer has to collect the goods sold from our premises at the latest within 15 days of the sending of a notice informing him that the goods are available for collection. If he does not take delivery within the said period the goods will be invoiced and stored at the customer’s own risk and expense. In the event of force majeure and in any situation cited hereinafter we shall have the right either to delay production and supply for the period of such delay extended by such period of time as may be required to start working again or to terminate the contract by reason of non-performance of part. This principle will also apply in the event of problems or disruptions at our works or premises due principally (but without limitation) to strikes, mechanical breakdowns, raw material or maintenance problems as well as delays on the part of our suppliers. If the delay continues for more than 3 months the customer will thereafter have the right to terminate the contract for non-execution of part. If the delivery time is extended or if we are freed of our obligation to supply, the customer will have no right to any damage or loss which may have been incurred by reason of the delay.
ARTICLE 3 – ACCEPTANCE
The goods are deemed to have been accepted by the customer at the moment of loading “ex works”. No goods may be returned without our prior written authorization. Any such authorization does not imply any recognition of liability on our part and in particular no acknowledgement that the goods are defective or do not in any other way conform to specification
ARTICLE 4 – LIMITATION OF LIABILITY
From delivery on, we do not bear any liability except those if any set out in the terms of acceptance and guarantee. Consequently we are not liable in any events for any accident to persons or goods, loss of profits or any other damages linked to or arising directly or indirectly from defects in the goods sold. In any event where by reason of the quality or conformity of the goods we may be liable, such liability will be strictly limited to the replacement of such goods by ourselves and at our own expense to the exclusion of all oar any other damages and interest;
ARTICLE 5 – CLAIMS
Any claim must be sent by registered letter within 8 days of receipt of the goods. After this period any such claim will be deemed to be late and thereby inadmissible. The customer will keep such goods so to enable the condition of the same to be seen and format report on condition made in the presence of a representative of the company. Where relevant, the customer will ensure that all necessary steps are carried out in relation to carriers, insurers and any other parties involved safeguarding his own rights and those of our company.
2. GENERAL TERMS AND CONDITIONS OF THE COMPANY
ARTICLE 6 – OFFERS – PRICES
6.1. Our offers are made on the basis of the information and data supplied by the customer and our suppliers at the time the offer is requested. Save stipulation to the contrary in our special conditions, the offer is valid for a period of 30 days. After such period the offer is deemed to lapse. Any order not preceded by a written offer on the part of our company is only binding where same has been accepted by us in writing. Delivery times are given by way of information only and are approximate. In the event of non respect thereof they do not give rise to any action for damages and interest. Any event such as accident, fire, strike, riot, absence of security precautions, bad weather…. Affecting the quality of the work will be considered as a “force majeure”.
6.2. Our prices are given on the basis of the information supplied by the customer particularly that in relation to surface area. Any difference in excess of 5% will be invoiced. All supplementary costs incurred by matters not mentioned but the customer will be invoiced to the customer on a “time cost basis”. No “work for lump sum” or “work for fixed sum” clause may be invoked by the customer. Measurements and calculations made by our company will be binding except where measurements have been jointly made by our company and the customer. Our prices are applicable for uninterrupted with only. Any extra costs incurred due to interruption of works will be invoiced to the customer. The customer is liable for the goods and equipment stored or kept on the building site: he is liable for any loss or deterioration or other problem whatsoever. The customer will do everything possible to provide surveillance of the building site.
ARTICLE 7 – ACCEPTANCE
7.1 Provisional acceptance – The sending of the final invoice represents a request for provisional acceptance. If the customer does not react within 15 days of the sending of the final invoice, provisional acceptance is deemed granted. When the customer takes possession of or uses our goods before making a formal report as to the state of the same on reception tacit provisional acceptance is automatically deemed to have taken place. The ten year guarantee period starts as from this provisional acceptance.
7.2 Final acceptance – Final acceptance is deemed to be given by the customer (save where a formal claim has been made one year of the latest after the provisional acceptance.
ARTICLE 8 – LIABILITY
If the use of material of a specific quality , origin or type of manufacturing process is required by the customer or his technical adviser, and that with or without any reservation on our part we shall not be liable for any problem arising from the said choice of material, quality, origin or type. The customer is entirely liable to any third person, including especially his neighbors for any damage necessarily resulting from the execution of the work providing no specific blame is attributable to ourselves. The same applies in the event that Wall & Facade Solutions GmbH is a subcontractor or service provider and receives materials from its client.
ARTICLE 9 – GUARANTEES
9.1 Ten years guarantee. – We give a ten year guarantee in accordance with articles 1792 and 2270 of the Belgian civil code. It is expressly agreed that this period of guarantee starts from the date of the tacit or express provisional acceptance of the works.
9.2 The contractual guarantee – We give a contractual guarantee covering defects resulting from faulty material and/or defects in carrying out work for a period of six months starting from the date of tacit or express provisional acceptance of the word or from the date of delivery. The guarantee is only valid where the following conditions are complies with:
– The defect renders the good substantially inappropriate for the use usually intended or the special use expressly mentioned in the special conditions of sale.
– Our goods are correctly and appropriately stored and handled
– The setting-up, installation and assembly are carried out in accordance with professional standards and in accordance with our instructions and guidelines.
– We are informed of the defects within the time specified below.
– Examination of the goods and defect has been formally requested
– The goods are used in normal conditions
9.3 Claims – To be able to claim the benefit of the guarantee, the customer has to inform us of any claim or defect in relation to the works by registered letter within 8 days from when such defect was or should have been noticed. Any claim made outside such period of 8 days will be considered as late and inadmissible.
9.4 Suspension of guarantee – Any obligation on our part arising from the contractual guarantee is suspended during the period when the customer:
– is in default of any obligation in relation to payment
-does not pay any call out, examination, repair or other costs which are the responsibility of the customer
In these situations we shall not be liable for any aggravation or worsening of any defect or problem due to the non-intervention of our company during such suspension. In no event will the period of the contractual guarantee be extended by the period or periods of time of suspension.
9.5. Exclusion of guarantee – The following are exclude from the contractual guarantee:
– problems during work directly or indirectly resulting from any movement of the supporting structure or generally from any other cause unrelated to the work or services of the company.
– Defects which were apparent at the time of provisional acceptance and which were not been mentioned in any formal report on acceptance.
9.6 Forfeiture of the guarantee – The customer forthwith loses the benefit of the contractual guarantee in the following situations:
-If the works are not maintained in a good state of repair
-If works are carried out by the customer or by a third person on site to the works or supporting structure
– if the original purpose of the works is modified.
Any contractual guarantee obligation is suspended as long as the customer has not fully paid
9.6 In the event that we perform subcontracting or service work and materials are supplied to us by our customer, the warranty exclusively covers our supply and service.
3. COMMON GENERAL CONDITIONS
These general conditions govern our contractual relationship to the exclusion of all others. They are in addition to any special terms and conditions mentioned in our offers. By placing the order the customer is presumed to have knowledhe of all these general conditions and to have accepted them to the exclusion of all others including his own. Our general conditions are available to the customer at any time for instance on the internet,…) Our silence as regards any general conditions presented by the customer can never be interpreted as tacit acceptance of the same.
ARTICLE 11 – CLAIMS
In the event of any claim as referred to in articles 3 and 8 of these conditions, our guarantee is strictly limited to the repair of the defect (part and labor) or replacement of the defectives goods without the contract being terminated or right to damages and interest arising. Possible variations of shade which may be present in ceramic products do not constitute defects. This is equally the case for any small variation (color and shape) as well as other defects in appearance of the materials which are possible and do not adversely affect their quality. Generally the customer must do everything possible to facilitate the execution of the contract.
ARTICLE 12 – CANCELLATION OF THE ORDER
Save in the event of “force majeure”, if the order is cancelled by the customer, we are entitled to keep any partial payment. Further damages and interest may be claimed for the expenses incurred in the preparation of the execution of the order.
ARTICLE 13 – PRICE
Our prices are exclusive of VAT and are given in Euro. Any increase in VAT or any other tax between the time of the order and delivery has to be paid by the customer.
ARTICLE 14 – PAYMENT
Unless otherwise agreed all our invoices are payable in cash at the head office of our company. A partial payment of 30% of the total amount of the invoices including VAT is payable at the time of the order. In the event of failure to pay any invoice on the due date of payment, all invoices outstanding will immediately become due and payable. Any invoice unpaid on the due date entails automatically and without any formal notice an interest rate of 1% per month calculated from the due date calculated and applied on the total amount of all invoiced due. Any invoice which is not paid at the due date is increased as of right and without formal notice by a fixed penalty of 10% of the amount remaining unpaid by way of damages and interest with a minimum of 50€. If we become aware of circumstances leading us to believe that the financial situation of the customer is in peril, we have the right to demand payment of the balance outstanding: in such a case we will furthermore have the right to demand payment before due date or the setting of any guarantee or security and in the absence thereof within the fixed time limit, to terminate the contract. Payments are only to be made to the banks mentioned in the invoice. We have the right to refuse to accept a draft. Draft and cheques given as payment are only deemed sufficient payment when value for the same is received. When drafts are cashed, any fiscal stamp and discount costs are to be born by the customer and become due and payable from the date of imposition. In the event of any late payment we reserve the right, without prior formal notice, to suspend the execution of any work arising from this contract or any previous or subsequent contract and to resume performance of the same, save where we otherwise agree, from payment onwards only.
ARTICLE 15 – RETENTION OF TITLE
The goods remain our property until payment of the price has been made in full.
Until payment of the price in full the customer may not sell or part with possession of the goods without the prior written authorization of our company. The customer is liable for the good safekeeping of the goods and must store them at his own expense identify them and give them back to us at our first request. He is liable for any reduction in value. The costs of taking back and loss of profit. In the event of transfer, either before or after delivery, the mixing, treating or transformation of the goods , the customer immediately makes over all claims to us, including remuneration for the work, and including any accessory right and security up to the value of the goods calculated on the basis of the amount of our invoice or respective part thereof. The customer undertakes to inform us of any such transfer and to give the names and addresses of the third party debtors and the amount of the debts. The customer is obliged to insure the goods against fire and theft and to show us evidence of the same on demand. The customer forthwith transfers to us any claims resulting from the damaging destruction or theft of our reserved goods. All goods remaining unpaid after formal notice has been received, will be taken back by our company and the customer hereby expressly and irrevocably authorizes us and our representatives to enter the premises where the goods are stored to remove such unpaid goods.
ARTICLE 16 – TERMINATION
Our company reserves the right to terminate the contract as of right by notifying the client thereof by registered letter in the event of any serious non-performance of any of its contractual obligations under the contract. Among others, the following events or situations are considered as fundamental breaches :if the customer does not take delivery of the goods within the time limit specified, if an invoice remains due and unpaid for more than 30 days, or if it appears that the customer will fail or is likely to fail to perform a fundamental obligation of the contract, even before this obligation is due to be performed.
In the event of termination of the contract under this clause, the customer is liable for damages and interest on a fixed penalty basis at 15% of the total amount of the order including VAT.
ARTICLE 17 – INTELLECTUAL RIGHTS AND TECHNICAL DATA
The illustrations, drawings, documents and any information whatsoever given by our company remain its property. They can be disclosed or used only with its prior written authorization.
Our products may be distributed and exported only with our prior written authorization. In the event that the customer disposes of our goods, he must impose the same obligations on the buyer.
The customer is personally obliged to check that the goods delivered meet his needs and that the proposed works comply with his requirements. Our advice is given without responsibility and we are not liable therefor.
ARTICLE 18 – COMPETENT JURISDICTION
The place of execution of all obligations arising out of the contract is deemed to be the registered office of our company in Belgium. Any litigation directly or indirectly arising from our contractual obligations with the customer falls within the jurisdiction of the tribunals and courts of Liège.
However we may if we so wish start or bring proceedings in the jurisdiction of the customer.
The applicable law is Belgian law.
The partial or total nullity of one or any of these clauses does not affect the validity of any of the others.