GENERAL TERMS AND CONDITIONS
ARTICLE 1 – APPLICABILITY
1.1 The legal relationship between N.V. VERACHTERT and the customer is governed by these general
terms and conditions, which – provided there is a reasonable opportunity for the customer to become aware of and accept them – apply to all documents issued by N.V. VERACHTERT, such as quotations, order confirmations, and invoices, to all orders placed by the customer, and to all agreements between N.V. VERACHTERT and the customer.
1.2 Deviations from these general terms and conditions must be established in writing and interpreted restrictively, as well as limited to the relevant agreement/order.
ARTICLE 2 – QUOTATIONS
2.1 Unless otherwise stipulated, quotations are valid for 30 calendar days from the date of dispatch to the customer.
2.2 N.V. VERACHTERT reserves the right to rectify obvious material errors and omissions. In application of the doctrine of unforeseen circumstances (infra), it also has the right to implement price adjustments if such adjustments are justified by unforeseen objective circumstances beyond its control (e.g., increases in tax rates, raw material prices, labor costs, energy prices, etc.).
2.2 A quotation issued by an unauthorized person cannot be considered an offer pursuant to Article 5.19 of the Belgian Civil Code, as N.V. VERACHTERT lacks the intention to be bound by the contract in the event of acceptance.
2.3 The prices charged by N.V. VERACHTERT are exclusive of taxes of any kind (VAT, import duties, (export) subsidies…), packaging, transport, and insurance.
ARTICLE 3 – TRANSFER OF OWNERSHIP AND RISK
Ownership and risk of the sold goods pass to the buyer at the moment of the conclusion of the purchase agreement, even if the sold goods have not yet been delivered. In order to safeguard the privilege of the unpaid seller, the buyer undertakes not to resell the goods as long as the invoicing from N.V. VERACHTERT relating thereto has not yet been paid.
ARTICLE 4 – DELIVERY
4.1 The delivery periods or dates stated by N.V. VERACHTERT are always indicative and by no means binding. N.V. VERACHTERT assumes only a best-efforts obligation in this regard. Exceeding the delivery period does not entitle the customer to compensation. If N.V. VERACHTERT anticipates a delay in the foreseen delivery date, it will notify the customer thereof without delay.
4.2 N.V. VERACHTERT is entitled to partial deliveries, which it may invoice separately.
4.3 Delivery and collection costs are at the expense of the buyer.
4.4 Delivery takes place “ex works” (from the factory), by making the goods available to the buyer at the factory of N.V. VERACHTERT.
ARTICLE 5 – PAYMENT
5.1 The invoices of N.V. VERACHTERT are payable in cash at its registered office, in euros, by bank transfer to the account number stated on the invoice.
5.2 Any comments regarding invoicing must be submitted in writing and with reasons to N.V. VERACHTERT within 7 calendar days after the invoice date by registered letter and by e-mail (info@verachtert.be).
5.3 In the event of non-payment of an amount due:
– is N.V. VERACHTERT entitled to its performance, including future deliveries, on
suspend (exception of non-performance), to request additional securities, or
to demand advance or cash delivery for other orders;
– the unpaid principal amount shall be increased by (1) default interest equal to the interest rate
referred to in the Law of 2 August 2002 on combating late payments in commercial transactions and (2) a flat-rate compensation of 10% on the unpaid invoice amount, without prejudice to the right of N.V. VERACHTERT to claim its actual damages.
– each payment shall be applied to the oldest debt and first to any interest, damages, and costs due;
– claims not yet due shall also become due.
5.4 The application of Article 5.3 applies by operation of law and without prior notice of default.
ARTICLE 6 – COMPLAINTS – LIABILITY
6.1 The customer must inspect the goods upon receipt and verify whether there is any visible damage/defects and whether the delivered goods correspond to the order.
6.2 Complaints regarding visible defects (non-conformity with the order or visible defects/damage) must be reported within 48 hours of receipt by registered letter and by email (info@verachtert.be). The report must describe the complaint in a detailed and exhaustive manner. In the event of non-compliance with this article, the goods shall be deemed to have been accepted and delivered in good condition and in accordance with the agreement.
6.3 Complaints regarding hidden defects must be reported to N.V. VERACHTERT immediately after their discovery by registered letter and by email (info@verachtert.be).
The report must describe the complaint in a detailed and exhaustive manner. The claim for dissolution or compensation must be lodged within a short period, which the parties conventionally set at three months after the discovery of the hidden defect, under penalty of forfeiture. This period shall be extended in the event of serious negotiations. 6.4 N.V. VERACHTERT only assumes liability for which it cannot legally exonerate itself, including on the basis of Article 5.89 of the Belgian Civil Code and Article VI.91/5 6° of the Belgian Economic Law Code. Its liability is always limited to the amount paid out by its insurer, or respectively to the amount of the delivered goods. It is only liable for direct damage.
6.5 The customer is liable for damage resulting from improper use, storage, or maintenance of the
goods.
6.6 No provision in these general terms and conditions shall prejudice the right of N.V.
VERACHTERT to full compensation.
ARTICLE 7 – CANCELLATION – DISSOLUTION
7.1 Orders cannot be cancelled.
7.2 In addition to judicial dissolution, N.V. VERACHTERT has the right to terminate the agreement
at all times, without being liable for any compensation, and with immediate effect
to dissolve the agreement extrajudicially in the following cases: (1) if the Customer remains seriously in default
of fulfilling one or more of its obligations, (2) in the event of continued non-payment of invoices due, (3) if the Customer is in default of payment, applies for judicial
reorganization proceedings or bankruptcy, enters into liquidation or dissolution, or in the event
of (serious suspicions of) the Customer’s insolvency. Before dissolving the agreement extrajudicially, N.V. VERACHTERT will put the Customer in default and thereby grant a
final remediation period, unless a notice of default has become meaningless. Articles
5.91-5.93 of the Belgian Civil Code apply.
7.3 In the event of a breach or dissolution of the agreement at the Customer’s expense, N.V.
VERACHTERT is entitled to full compensation. Her damages are assessed on a flat-rate basis at 30% of the amount of the cancelled order or the terminated agreement, without prejudice to the right of N.V. VERACHTERT to obtain compensation for her actual damages.
ARTICLE 8 – INSOLVABILITY
In the event of serious suspicions that the customer will be unable to meet his (payment) obligations
comply or in the event of actual non-payment/non-performance, suspension of payment, an (application
to) judicial reorganization, a (application for) bankruptcy, a liquidation or dissolution in
in the event of the Customer, as well as if precautionary or executory attachment is levied against the Customer,
N.V. VERACHTERT has the right, without prior notice of default and without prior judicial intervention, to (1) suspend its obligations under the agreement in whole or in part, (2) demand payment in advance or in cash, (3) require suitable securities from the Customer. The foregoing shall not prejudice the right of N.V. VERACHTERT to claim full compensation for its damages.
ARTICLE 9 – IMPREMISES AND FORCE MAJEURE
9.1 In the event of changed circumstances, the parties declare the doctrine of unforeseen circumstances under Article 5.74 of the Dutch Civil Code applicable.
9.2 In the event of force majeure, the provisions of Articles 5.99-5.102 of the Belgian Civil Code apply. The following are considered force majeure on the part of N.V. VERACHTERT: supply problems with suppliers of N.V.
VERACHTERT (no/delayed/stagnating/incomplete/… delivery), strikes, a lack of raw materials, failure to obtain necessary certificates…
ARTICLE 10 – TRANSFER OF CONTRACT
N.V. VERACHTERT has the right to transfer any of its rights and obligations arising from this agreement, in whole or in part, to a third party. The customer may also transfer (his obligations under) an agreement to a third party, provided that prior written consent is obtained from N.V. VERACHTERT.
ARTICLE 11 – APPLICABLE LAW AND COMPETENT COURT
11.1 Belgian law shall apply to all disputes related to this agreement.
11.2 Only the Justice of the Peace Court of the second canton of Mol-Geel and the courts of Antwerp, Turnhout division, have territorial jurisdiction to hear disputes between N.V.
VERACHTERT and the customer.
