GENERAL TERMS AND CONDITIONS
Article 1 General
All offers and sales by VOGEL Import Export N.V. (hereinafter the “Seller”) shall be regulated by the terms and conditions contained or referred to herein (hereinafter “Terms and Conditions”). By accepting an offer or placing an order, the client (hereinafter the “Buyer”) accepts the Terms and Conditions, unless written derogation. Only the Terms and Conditions of the Seller are applicable, with exclusion of the terms and conditions from the Buyer, unless otherwise previously agreed upon in an agreement signed by both parties.
Article 2 Price
All offers and informations concerning the price of each product are indicative and without liability. Statement of prices are receptive for revision until the time at which both parties enter into contract. Possible modifications cannot give rise to compensation nor termination of the agreement by the Buyer.
Article 3 Delivery
3.1. Order confirmations delivery terms and other deadlines are estimates only and seller refuses any liability for missing those. Delay of the delivery cannot give rise to compensation, nor termination of the contract or order, in whole or in part. In the event the delivery is being prevented by force majeur or strongly being encumbered, the Seller has the right to either adapt the agreement to the circumstances or terminate the agreement. The Buyer waives his possible right for compensation of damages.
3.2. Our products our deemed to be sold, received and accepted in our stores, or a third party in case the products are directly shipped or transported from the third party to the Buyer. Delivery of the products is always charged to and the responsibility of the Buyer, even in the case of freight prepaid deliveries. The Buyer has the sole responsibility for deliveries towards any third party.
3.3. All descriptions and particulars of weights and dimensions issued by the Seller in catalogues, price lists, advertising matter, over the internet and forwarding specifications are by way of general descriptions and approximate only and shall not form part of any contract or give rise to any liability on the part of the seller.
3.4. In case of damage, incompleteness, mistake or any blemish, deficiency or flaw, the Buyer is obligated to refuse the products or accept them under reserve. Any query or dispute by the Buyer relating to the delivered products must be initiated in writing through registered letter within 5 working days from the delivery date with reference to the number of the invoice or, in the absence thereof, the shipment note. After this period of time the products are considered accepted.
Article 4 Retention of title
The products shall, unless otherwise agreed, remain the property of the Seller until all amounts that Buyer owes to the Seller for the relevant products have been paid in full.
4.1 Until title to the products passes to the Buyer, the Buyer shall hold the products as the Seller’s bailee and shall store or mark them so that they can at all times be identified as the Seller’s property. Without prejudice to the Buyer’s strict obligations under this condition, if the products are not so stored and marked the Seller shall acquire title in such property with which the products have been mixed as would represent the value of the products.
4.2 The Seller shall be entitled at any time before property passes to the Buyer to enter the Buyer’s premises to repossess and move any of the products and in so doing shall be entitled to dismantle any Products from equipment or products to which they have been attached without being liable for any damage caused thereby whereupon the Buyer’s right to use or deal in the products shall terminate.
4.3 Until property in the products passes to the Buyer, any proceeds of the sale of the products by the Buyer shall be held for the benefit of and in trust for the Seller.
4.4 The Seller shall be entitled to maintain an action for the price of any products notwithstanding that property in them has not passed to the Buyer.
Article 5 Payment
5.1. Each invoice is payable in cash without discount unless otherwise previously agreed upon in a written statement.
5.2. Without prejudice to article 4.3., the Seller shall be entitled to charge interest on a day to day basis on any amount overdue for payment at the rate of 10%. The Buyer is this interest due in addition with a fixed compensation for damages of 15 % on the amount due of the invoice, without prejudice of the right to prove the actual damage incurred.
5.3. If the Buyer fails to fulfil any condition of its payment obligations, Seller may suspend performance and delivery. Any cost incurred by Seller in accordance with such suspension (including storage costs) shall be payable by Buyer. In the absence of payment on the due date, Seller may, at its option, suspend the transaction in respect to the portion of the products not delivered and work not yet performed. Buyer shall pay Seller its reasonable and proper suspension charges in the event of such suspension. If Buyer becomes bankrupt or insolvent, or if any proceeding is brought against Buyer, voluntarily or involuntarily, under the bankruptcy laws or any insolvency laws, Seller shall be entitled to terminate this agreement. Buyer shall pay Seller its reasonable and proper termination charges in the event of such termination.
5.4. Any query or dispute by the Buyer relating to an invoice must be initiated in writing through registered letter within 5 working days from the delivery date. In the absence of the receipt within this term, the Buyer expressly waives his rights and the invoice shall be considered accepted.
5.5. No query or dispute can liberate the Buyer from his obligation to fully pay the invoice on the due date.
5.6. The Seller reserves the right to deduct from any monies due or becoming due to the Seller from the Buyer monies owed by the Seller to the Buyer in respect of Products supplied or services rendered by the Buyer to the Seller and any other sums owed by the Seller to the Buyer. For the purposes of this condition, the Seller shall be deemed to include any affiliate of the Seller.
Article 6 Limitation of liability
The total liability of Seller, on all claims of any kind, whether in contract, warranty, indemnity, tort (including negligence), strict liability, or otherwise, arising out of or related to these Terms and Conditions or the agreement or its performance or breach, or from use of any products shall not exceed the total price of the contract by which the products giving rise to the claim were sold to Buyer.
Article 7 Applicable law
Any dispute arising out of or in connection with these Terms and Conditions or the agreement, including any question regarding its existence, validity or termination, that cannot be settled by negotiation of the parties shall be referred to and finally exclusively resolved by Belgian courts under Belgian law.
Article 8 Validity
8.1. The invalidity, in whole or in part, of any of these Terms and Conditions or any provision of the agreement shall not affect the validity of the remainder of these Terms and Conditions or any provision of the agreement.
8.2. The Dutch version of these Terms and Conditions is the original text. In case of interpretation difficulties the Dutch version has priority on any other version in a different language.