General terms and conditions of sale
The acceptance of orders by Van Maele Benelux NV automatically implies acceptance of the terms and conditions mentioned below. No condition of the Buyer/orderer shall be accepted without prior written agreement by Van Maele Benelux NV.
Art. 1: Offer - Prices
All offers made by Van Maele Benelux NV are always without obligation and will automatically expire if not explicitly accepted by the Buyer within 30 days after the date.
The prices in offers / order forms are always expressed in euros, excluding VAT, recupel and/or other fiscal charges or levies.
The prices quoted are always net and apply to goods purchased in our warehouses.
Insurance, storage costs, costs for handling the goods, transport costs and possible customs duties or other taxes are never included and will be charged to the buyer.
Any conditions/provisions deviating from the general terms and conditions shall always be explicitly mentioned in the offers/order forms.
The offers / order forms only include the described goods and/or works.
All goods or works not expressly described in Van Maele Benelux NV's offers shall always be charged at the price on the date of the order, or executed "on instructions", as the case may be.
Art. 2: Orders:
All sales by Van Maele Benelux NV are binding upon the signing of the quote or order form by the Buyer.
Van Maele Benelux NV reserves the right to cancel an order in the event that the goods ordered are not available from its manufacturer or supplier, without the Buyer being able to claim any compensation from Van Maele Benelux NV.
Van Maele Benelux NV also reserves the right to cancel orders when it appears that the Buyer has failed to meet its obligations, requests a moratorium on payment or judicial settlement, if all or part of its goods, etc. are seized, or if the Buyer finds itself in one of the situations in which the law stipulates the immediate exigibility of all debts.
In the event that Van Maele Benelux NV cancels an order in one of the aforementioned situations, the Buyer may not claim any compensation from Van Maele Benelux NV.
In the event of cancellation of the order by the Buyer, Van Maele Benelux NV reserves the right, in accordance with common law, to either demand the execution of the agreement or to cancel it, in which case the Buyer will have to pay liquidated damages equal to 30% of the value of the order, without prejudice to compensation for the costs resulting from the cancellation of the order.
Art. 3: Payment terms
All sales by Van Maele Benelux NV, other than counter or cash sales, are payable within 30 days of the invoice date. Unless otherwise agreed in writing, all invoices are payable at the registered office of Van Maele Benelux NV in Tielt, in euros.
Any invoice amount unpaid on the due date shall, ipso jure and without notice of default, accrue interest from the invoice date at a rate equal to Van Maele Benelux NV's cash credit rate, with a minimum of 7% per annum, and shall also be increased by damages conventionally and immutably fixed at 10% of the total invoice amount, with a minimum of EUR 75.00, without prejudice to any legal costs and the compensation for late payment.
Any invoice not paid in full on its due date shall render all other invoices payable immediately and without prior notice, even if they are not past due or if repayment terms have been stipulated.
All bank and exchange costs associated with the payment of invoices shall always be borne by the buyer/orderer.
Unless explicitly agreed otherwise, the invoice amount is always a net amount on which no further discount can be granted or applied, such as (but not limited to) discount for cash payment, quantity discount, etc.
Set-off is not permitted, unless otherwise stipulated in writing.
Any conditions/provisions deviating from the General Terms and Conditions shall always be explicitly stated in our offers, invoices or in a separate document sent to the buyer/orderer.
Art. 4 : Guarantees - Assurances
Van Maele Benelux NV reserves the right to demand guarantees from the buyer/ purchaser at any time, including during the execution of the order. If the buyer/purchaser refuses to do so, Van Maele Benelux NV reserves the right to unilaterally cancel the order, in whole or in part, without the buyer/purchaser being able to claim any compensation from Van Maele Benelux NV and without prejudice to Van Maele Benelux NV's right to claim compensation from the buyer/purchaser.
In case of financing, an order will only become final upon receipt of the written agreement from the bank or credit institution and upon signature of one or more payment promises by the purchaser.
If the financing is refused, Van Maele Benelux NV will also be entitled to cancel the order unilaterally, without the Buyer/buyer being able to claim any compensation on Van Maele Benelux NV's part and without prejudice to Van Maele Benelux NV's right to claim compensation on the part of the Buyer/buyer.
Art. 5: Delivery times
The delivery periods, dispatch and execution dates given are always purely indicative.
Under no circumstances can a delay in delivery, shipment or execution, nor can a partial delivery, for any reason whatsoever, give rise to cancellation/breach of the order by the Buyer and/or any right to compensation from Van Maele Benelux NV.
Van Maele Benelux NV will in no way be held liable for any direct or indirect damage that the customer may suffer as a result of a delay in the delivery, shipment or execution, such as a delay in production.
If for the execution of a work a certain waiting period must be respected, the client will have to understand and accept this.
In the event of force majeure (such as lack of raw materials, strikes, lack of means of transport, damage to or destruction of our buildings, unforeseen government decisions, weather conditions, war, operating difficulties, inability to obtain supplies at an economically viable price (non-exhaustive list)), Van Maele Benelux NV will always have the right to terminate the agreement on its part, without the Buyer/orderer being able to claim any form of compensation from Van Maele Benelux NV.
However, Van Maele Benelux NV may also decide to postpone the delivery, dispatch or execution date without the Buyer/buyer being able to claim any form of compensation from Van Maele Benelux NV.
Art. 6: Complaints
Upon delivery of the goods, the customer shall check the quantities delivered and inspect the goods, and the delivery note shall be signed for receipt.
Only complaints mentioned on the delivery note will be accepted.
Acceptance of the delivery under reservation, without any formulation of complaint on the delivery note, will not be accepted.
The use of the delivered goods by the customer shall always be considered as their acceptance and shall therefore in no way give rise to complaints regarding defects that are qualified as visible.
Complaints concerning non-visible defects to goods or works and/or complaints concerning the invoicing must always be made by registered letter within 5 days after delivery of the goods or works, respectively invoice date, and must be motivated.
Complaints formulated by the Buyer that are not accepted by Van Maele Benelux NV must be proven by the Buyer.
Payment of the invoices or their instalments may never be made dependent on a possible replacement or repair of the goods delivered or the works carried out.
Art. 7 : Ownership clause
Sold goods, including their parts, shall remain the property of Van Maele Benelux NV until full payment of the invoice amount by the Buyer or, if applicable, until payment of the last instalment, including any interest, compensation and additional (legal) costs owed.
Van Maele Benelux NV's reservation of title shall also apply in the event of the Buyer's bankruptcy pursuant to article 101 et seq. of the Bankruptcy Act, as well as in the event of seizure by a bailiff, and all this regardless of whether the invoices in question have been filed with the Commercial Court or not.
Until they have been paid in full, the goods delivered may not be sold, exchanged, given away, moved or ceded to third parties, nor pledged by the buyer.
In the event of seizure of these goods, the Buyer must immediately inform Van Maele Benelux NV, and must also inform the bailiff of these terms of sale.
Art. 8 : Warranty - Liability
The goods delivered or work carried out by Van Maele Benelux NV are guaranteed against all faults occurring during normal use and application.
If any part of the goods delivered is found to be defective within 6 months, or 12 months in the case of machinery (in each case, the period starting on the date of dispatch or delivery), or if the Buyer proves that this part was defective at the time of delivery, Van Maele Benelux NV will replace or repair this part.
The warranty is always limited to the replacement of the goods or parts. Working hours and/or any travelling expenses shall always be borne by the customer.
In case of return, the defective goods must be sent to Van Maele Benelux NV's head office at the Buyer's expense, unless expressly agreed otherwise.
The guarantee always covers only the defective goods or parts, so that Van Maele Benelux NV cannot be held liable in any way for any direct or indirect damage the customer may suffer, such as 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 goods/equipment delivered do not give rise to the aforementioned guarantee.
Complaints about damage to goods caused by weather conditions, as well as by fire, water, extreme heat, overloading or other unforeseeable reasons shall not be accepted under any circumstances.
Van Maele Benelux NV can never be held liable for damage to immovable property in general, buildings and/or their contents, nor for damage to goods or persons. In all cases, Van Maele Benelux NV's guarantee/responsibility shall be explicitly limited to the price of the goods delivered/the work carried out by Van Maele Benelux NV.
Art. 9: Transport
Deliveries within Belgium are made carriage paid for all orders above an amount of 300,00 EURO excluding VAT and other taxes. For orders with a lower value or for deliveries outside Belgium, the customer shall be charged for the transport at Van Maele Benelux NV's rate applicable at that time.
Deliveries depart from Van Maele Benelux NV's warehouses, with packaging, and are deemed to have been accepted by the Buyer upon departure.
The goods are therefore always loaded, transported and delivered at the Buyer's risk.
Art. 10 : Acceptance - return
The complete or partial use of the goods delivered always results in their acceptance as a whole.
Sold goods shall not be taken back, unless otherwise stipulated in writing and provided that the goods are in their original unopened packaging.
In the event of return, a take-back charge amounting to 10% of the net sales price, with a minimum of EUR 10.00 shall be charged.
Van Maele Benelux NV will never take back packaging and pallets.
Art. 11. Cancellation of the agreement
In case of cancellation of the order, refusal of the ordered goods or discontinuation of the work by the Buyer, a minimum fixed compensation of 30% of the amount of the total order shall be payable by the Buyer/buyer.
If the damage resulting from the purchaser's breach of contract is higher than the aforementioned minimum compensation, the purchaser shall also be liable for such damage.
In the event of non-compliance with the payment or other conditions, Van Maele Benelux NV shall always retain the right to unilaterally suspend or cancel the order in its entirety, without the Buyer/ purchaser being able to claim any compensation from Van Maele Benelux NV, and without prejudice to Van Maele Benelux NV's right to claim compensation from the Buyer.
Art. 12 : Disputes
Only the courts of the district where Van Maele Benelux NV has its headquarters are competent to hear any disputes, especially the courts of the district of Bruges, depending on the jurisdiction ratione materiae