Terms and conditions for sales
1. General Stipulation
All export business transacted with commercial Purchasers abroad shall be governed exclusively by these terms and conditions unless otherwise stated in the offer or in the confirmation of the order. Any changes or additions to the terms by the Purchaser, or any collateral agreements hereto, shall be binding only if they are accepted in writing by the Supplier. Offers expire 90 days after the date of the offer. Unless otherwise agreed, interpretation of contract terms customary in the trade shall be governed by the Incoterms 2000/2010, including any amendments enacted as of the date of delivery.
Unless otherwise agreed, prices shall be net and EX WORKS, Miami, including the normal packaging. For CIF deliveries, any charges at the port of destination for unloading, towing or landing, port duties and wharfage shall not be included in the price. Customs duties, consular fees and other taxes, duties or fees assessed under any laws and regulations of jurisdictions other than Belgium, as well as any costs connected therewith, shall be borne by the Purchaser. The Supplier must comply with any foreign packing, tonnage and customs regulations if precise information is timely given to him by the Purchaser. Any additional expenses connected therewith shall be borne by the Purchaser.
3. Terms of Payment
All payments shall be made upon terms agreed upon by the parties, net without deductions to the place of payment designated by the Supplier. Payment is considered as having been made if it has been credited to the Supplier's account. If a transfer of payments from the Purchaser's country should be impossible on the due date, the Purchaser shall nevertheless make timely payment of the equivalent amount due into a bank account designated by the Supplier at a bank in the Purchaser's country. In such event, if the Purchaser does not make payment in the currency agreed upon, he must compensate the Supplier for any loss of value of the currency due to fluctuations in the exchange rate. If delivery is delayed without the fault of the Supplier, payment shall be made as if the delay had not occurred. Failure to make timely payments shall constitute a default on the part of the Purchaser. If the Purchaser fails to make timely payment of all or part of amounts due, he shall pay interest on the unpaid or late portion (without prejudice to any other rights of the Supplier) at the annual rate of 12% with a minimum amount of 125€. Purchaser shall have no right of set off based on disputes arising out of other contractual relationships or based on disputed or legally unenforceable claims.
4. Retention of Ownership - Security interest
Legal title to the goods shall remain with the Supplier until all payments have been made by the Purchaser regardless of whether particular payments may be attributable to specific and identifiable goods. With respect to the resale of goods - in any condition whatsoever - the Purchaser agrees to assign and hereby assigns to the time of final payment of all debts owing by the Purchaser to the Supplier, any claims against the' Purchaser's customers which may have arisen or may arise in the future from the resale, and undertakes to notify the Supplier at his request of the names of third-party debtors and of the amount of the debts owing by these to the Purchaser. As long as the Purchaser complies with the payment obligations and no material adverse change occurs in his financial condition, the Supplier shall not collect the debts assigned. If the Supplier's retention of ownership in the foregoing form is not effective under the laws of the country in which the Purchaser has his headquarters, the Purchaser agrees to establish a similar security right in favor of the Supplier complying with the laws of Purchaser's country. If the equivalent of the securities surpasses the claims of the Supplier against the Purchaser resulting from the current business for more than 20% the Supplier is on demand of the Purchaser obliged, to release the securities insofar.
5. Delivery Time
Delivery times shall be binding only if they have been agreed to by the Supplier in writing.
6. Software Licenses
The Purchaser acknowledges that all copyright and other rights in any standalone software and any software hosted on an appliance sold by the Supplier remain the property of the Manufacturer and that neither the Purchaser nor any third party to whom he transfers the software has any rights therein except as expressly licensed by the Manufacturer of the software.
You may not except as expressly licensed by the Manufacturer or the supplier of the program to reproduce, translate, sell, rent, lease any software or part of a software.
7. Transfer of Risk
The transfer of risk passes to the Purchaser when the goods have left the works. This applies even if prices have been agreed upon for which the Incoterms purport to provide otherwise. If delivery is delayed for reasons beyond the Supplier's control, the risk of loss shall pass to the Purchaser upon notification by Supplier that the goods are ready for delivery. Thereafter the Supplier shall he entitled to store and insure the goods at the Purchaser's expense.
The supplier warrants that the delivered goods are defect-free for a period of twelve months starting with the transfer of risk to the Purchaser. If any defects occur during the warranty-period the Supplier shall at his discretion repair or replace such defective part free of charge provided that he has been immediately informed about the defects. The Purchaser has to comply with its contractual obligations in particular with the agreed payment conditions. The Purchaser shall grant the Supplier such adequate time and opportunity as Supplier deems reasonable to repair the defects. In case of refusal Supplier's liability shall be waived. If Supplier lets expire an adequate extension of time as set by Purchaser without repairing the defect Purchaser shall have the right to cancel the Contract or claim a reduction of the purchase price. Warranty for defects does not cover natural wear and tear nor damage arising after the transfer of risk owing to faulty or negligent handling or excessive strain. All liability for consequences of any inexpert alterations or repairs carried out by Purchaser or third party shall be waived. Further claims of the Purchaser against the Supplier, in particular, claims for consequential damages, are excluded, except that liability for intentional breach or gross negligence or for breach" of express warranty imposed by law are not excluded.
The Supplier shall be entitled to rescind the contract if its completion becomes impossible for reasons not the fault of the Supplier. The Supplier is further entitled to rescind the contract if the contractual relationships are so fundamentally altered at a later date by circumstances which could not reasonably be foreseen at the execution of the contract that he can no longer be reasonably expected to fulfill the contract.
Unless expressly agreed otherwise in these Terms and Conditions for Sales and Deliveries Abroad, all claims for damages (including consequential damages suffered by the Purchaser or third parties, in particular those caused by Supplier's fault resulting in the loss of a contract, willful breach of contract and liability for negligence) made against the Supplier and his employees and assignees in connection with the execution of this contract are excluded under this contract. The foregoing shall not apply to liability Imposed by law willful breach, gross negligence or breach of express warranty.
If portions of this contract are deemed invalid, the remaining portions shall continue in full force. This contract shall be governed by and construed in accordance with the laws of Belgium. The place of performance of the contract shall be deemed to be the Supplier's principal place of business. Jurisdiction and venue for all disputes arising from this contract shall lie in Brussels, Belgium.