GENERAL TERMS AND CONDITIONS OF SALE
Unless otherwise agreed in a written document issued by our company, all our sales or services are transacted against the terms and conditions detailed below. The present terms and conditions shall apply to the exclusion of the terms and conditions of the buyer. Through the sheer fact of the buyer concluding agreements with the seller, the buyer acknowledges it is duly familiar with and hereby duly accepts our terms and conditions as specified below.
1. All our sales are transacted solely on behalf of and for account of the seller - Callens NV -, which shall transact the sales subject to the following terms and conditions, which are to be strictly complied with.
2. All quotes are raised on a no-obligation basis. Orders must be expressly accepted in writing by Callens NV before they are legally binding on the seller. All sales, even those concluded by its sales representatives, shall be binding on the seller, unless they are refuted by a letter from the seller sent by recorded delivery.
3. The orders, taken down in the sequence order of request and acceptance, shall be supplied in observance of available stocks without any commitments in respect of delivery terms. Sales “subject to safe arrival” refer to all sales with a future delivery of batches that remain to be imported. These sales shall be dissolved by operation of law without any recourse where the batches in question fail to become available within six months after the proposed delivery terms.
4. The delivery terms specified are solely to be considered as indicative, without any firm commitment on our part. Instances of force majeure and unforeseen circumstances, such as industrial action (strikes), lock-outs, fire, war, unforeseen cessation/interruption of operations, stock shortages over at our suppliers, and just even unavailability of transport, shall immediately suspend any delivery terms offered. All changes or suspension requested by customers during the course of order fulfilment shall see the delivery term extended and may also result in a price increase. On no account shall any of the above events constitute grounds for the contract or the order to be cancelled.
5. At all times, shipments of goods travel at the consignee’s risk, whether the goods leave from our Rekkem site or warehouses, docks and including situations when the goods were sold “carriage free to destination”. This clause shall expressly apply where there is intervention by the carrier, insurer or any kind of intermediary. All interventions occur on behalf of and for account of the buyer.
6. In order to be valid, all complaints must be notified to us within 48 hours upon receipt of the goods by letter sent by recorded delivery. Moreover, all complaints shall be deemed non-existent by operation of law where the shipment as a whole has remained intact or unaffected. The machining, processing, incorporation, trading, impairment, etc. of the goods, even of just a small portion thereof, shall render any complaints, regardless of nature, inadmissible and result in the acceptance of the batch in its entirely which constitutes a single whole. In all cases where the buyer is not asserting the non-conformity of the merchandise, whether before or after delivery, the burden of proof of the alleged non-conformity of said merchandise shall rest with the buyer. No complaints shall be accepted of goods which were already sold on to or supplied to third parties. The invoice shall be deemed to have been accepted by the buyer if no comments were put forward in respect of the invoice, by letter sent by recorded delivery within eights days, counting from the date on which the invoice was received.
The obligation to indemnify on Callens NV’s part for any hidden flaws shall be restricted to 3 months after delivery. Any claims entered further to the expiry of said time limit shall be inadmissible. Where complaints are found to be justified, in all cases the guarantee obligation shall be confined to the free replacement of the flawed merchandise. Any kind of direct or indirect compensation under the said guarantee obligation and/or beyond said obligation is hereby expressly ruled out.
7. Where materials supplied are taken back, this shall be transacted at 80% of the price. Packaging at 70% of the value specified.
8. All our prices are cash prices. Our invoices are payable in cash in Rekkem. The tendering of proof of payment by way of (postal) money order or bills of exchange shall not detract therefrom. In the event of non-payment or partial payment of the debt on the maturity date, by operation of law and without requiring notice of default, the outstanding balance shall be raised by 12 % with a minimum of 250 EUR and a maximum of 2,500 EUR, even where periods of grace are granted.
9. In the event of non-payment on the maturity date, by operation of law and without notice of default a 1% interest per month shall be payable over all sums that remain outstanding.
Non-payment on the maturity date shall automatically entitle Callens NV to discontinue further deliveries. Any part-payments shall first be assigned to clear the interest due.
Irrespective of the payment method used, even where other terms or agreements exist, the amount due shall remain claimable at all times three months after the invoice date. Where price increases are implemented, the goods ordered are to be paid immediately, even where a later term or a later delivery has been agreed. Failure on the part of the buyer to remit payment shall entitle the seller to cancel the order without this constituting grounds for claims for compensation.
Unless otherwise agreed in writing, the present Terms and Conditions of Sale require payment in cash of the merchandise and of all and any taxes of any kind, where the seller has consented to the deduction of a specific amount, agreed ahead of time in case of strict cash payment. Where the seller has consented to accept bills of exchange on the date specified by the seller, said date of payment is to be strictly observed as the maturity date. Any discount fees shall be at the buyer’s expense.
10. The seller reserves the right to claim payment in full or in part of the price agreed ahead of the delivery. Where the buyer fails to comply with such a request, the seller shall be within its rights to defer performance of the agreement until the time of and even deemed the agreement to be null and void, further to notice of default sent by recorded delivery. During the course of the fulfilment of any given order, the seller shall be within its rights to demand that the seller puts up any sureties it deems expedient in order to secure payment.
11. Where part of the delivery is left unpaid on the maturity date or where part of the contract is left unpaid, the balance of the bill, bills of exchange included, shall become immediately claimable, with the seller within its rights to either cancel the existing contracts in application of the express termination clause, or to opt for the enforced withholding of (the further) delivery of goods. In said cases, at all times the seller shall be within its rights to suspend the contracts without any kind of compensation of damages being owed, until the buyer has remitted payment in full and the buyer has up the required surety.
12. The buyer hereby also undertakes to put up all sureties to the seller’s benefit which the latter may demand before and during the performance of the contract, in order to secure payment of the purchase price. At the buyer’s discretion, said sureties may take on the form of the assignment of claims, or mortgages or a pledge of the buyer’s business or part thereof, or bills of exchange, avalised or otherwise at the seller’ discretion.
The fees for putting up said sureties shall be at the buyer’s expense.
13. Where an assignment or an order is cancelled by the buyer, the seller reserves the right to demand compensation of loss of earnings in the amount of 20% of the sum total of the goods sold over the price per contract or order, in compliance with articles 1184, 1147, 1152 of the Belgian Civil Code, pursuant to the express termination clause.
14. The seller shall be within its rights to demand payment, without notice of default, of a fee for storage space taken up in the amount of 3.75 EUR/m³ per month when the goods have not been collected by the contractual end date. The purchased timber that is left in the seller’s warehouses at the buyer’s request shall be uninsured and at the buyer’s risk.
15. The quantities ordered shall be complied with as widely as possible. However, a 10% excess or shortfall shall be permitted.
16. For imported timber that is sold in imperial dimensions, the conversion into metric is made to occur in accordance with the custom/usage set out in the General Terms and Conditions or Sale of Antwerp.
17. The models for execution must be provided in a scale drawing. Complaints for execution work performed shall be declined for orders submitted without a scale drawing. The buyer’s attention is hereby also drawn to the impact of temperatures on new models and to the inaccuracy of worn models.
18. Valuable packaging such as pallets, crates, etc. used to deliver materials are solely owned by the seller and must be returned. Packaging that is not returned carriage paid within 3 months shall be considered as lost and billed accordingly. Worthless packaging such as foil, cardboard and wrapping paper, binding straps and stacking blocks shall not be taken back and is to be processed by the buyer itself.
19. Retention of title: The title of ownership over the goods shall remain with Callens NV until payment has been received in full of the price and all ancillary fees. Until that time, the buyer hereby undertakes not to alienate, pledge or encumber the goods with sureties. Where the buyer, in defiance of this ban, alienates, pledges or encumbers the goods subject to retention of title regardless, the retention of title shall apply to the debt claim (in respect of the purchase price) vis-à-vis the third party buyer by way of subrogation of rights. The retention of title shall equally apply where the goods have been machined or incorporated into other goods.
The risk and liability in respect of the goods shall transfer to the buyer from the time the agreement is formed.
The retention of title shall apply on an extended basis and consequently also apply to other goods supplied by the seller to the buyer, irrespective of which sums the buyer still owes the seller and regardless of whether these goods are part of the outstanding debt.
20. All business agreements shall be deemed to have been concluded in Rekkem. All disputes shall solely be heard by the courts of competent jurisdiction of the legal district of Kortrijk. Only Belgian law shall apply.
Waterstraat 25, B-8930 Rekkem