TERMS AND CONDITIONS
1. General.
In these terms and conditions of delivery the following definitions apply: -Seller:
the seller of these general terms and conditions Partshouse BV, Elzenstraat 64, 9112 Sinaai-
Waas, Belgium VAT BE0846371817 . -Buyer: a client who acts as a of a business or profession.
2. Application.
2.1 These general terms and conditions apply to all offers, order confirmations
and deliveries by the seller, as well as to all agreements concluded by seller and
buyer and their conclusion.
2.2 Any additions or changes to these terms and conditions are only effective if
they have been confirmed by the seller in writing.
2.3 A copy of these general terms and conditions will be provided by the seller
free of charge upon request.
3. Offers and quotations.
3.1 All quotations are given for information purposes and are not binding and
without obligation. Catalogues, notes, prospectuses, descriptions, dimensions,
graphs, images, etc. are not binding and are subject to changes and
improvements.
3.2. Oral agreements regarding changes, additions or cancellations to an
agreement are only binding after and insofar as the seller has confirmed them in
writing.
3.3 The quotations issued by the seller are valid for 30 days, unless otherwise
stated. The seller is only bound to the quotation if the buyer confirms its
acceptance in writing within 30 days. The prices stated in the quotation are
exclusive of VAT, unless otherwise stated.
3.4 Our prices are based on the currency exchange rates applicable at the time of
the offer, the applicable material prices and labor costs.
3.5 If, after the offer or after the conclusion of the agreement, we are confronted
with additional costs due to increases in materials, labor costs, import and/or
export duties and/or levies of any kind, or costs caused by currency changes, we
are entitled to increase.
4. Delivery time and delivery.
4.1 Delivery times are stated as accurately as possible. Exceeding the delivery
time can never give rise to a claim for compensation, even after notice of default.
In the event of late delivery, the buyer is not entitled to cancel the agreement,
nor to refuse or return, either the whole or part of a purchase agreement.
Cancellation requires express written permission from the seller. The associated
costs are borne by the buyer.
4.2 All goods are transported at the expense and risk of the buyer, unless
otherwise agreed. The most suitable and most economical method will be
chosen for shipping. Complaints regarding incorrect deliveries and damage
must be reported before 12 noon on the following (working) day.
4.3 If the buyer refuses to accept delivery or fails to provide information or
instructions necessary for delivery, the goods will be stored at the buyer's risk. In
that case, the buyer will owe all additional costs, including storage costs.
4.4 The seller is permitted to deliver sold goods in parts. This does not apply if a
partial delivery has no independent value. If the goods are delivered in parts, the
seller is entitled to invoice each part separately.
5. Ownership rights.
5.1 Until full payment of all payments due by the buyer, the seller retains
ownership of all goods delivered by the seller. The buyer must inform the seller
immediately if the seller's property rights are in danger of being damaged.
5.2 If the sample, model and example have been shown or provided by the seller,
this is presumed to have been shown or provided only by way of indication. The
qualities of the goods to be delivered may deviate from the sample, model or
example, unless it was expressly stated that delivery would be in accordance
with the sample, model or example shown or provided.
5.3 The drawings, calculations, descriptions, models, tools and the like
produced or provided by the seller remain the property of the seller, even if we
have charged costs for them to the other party.
5.4 The goods delivered by the seller, which are subject to retention of title
pursuant to paragraph 5.1, may only be resold in the context of normal business
operations and may never be used as a means of payment.
5.5 The buyer is not entitled to pledge or encumber in any other way the items
falling under the retention of title.
5.6 The buyer now gives unconditional and irrevocable permission to the seller
or to a third party to be designated by it, in all cases in which the seller wishes to
exercise its ownership rights, to enter all those places where the seller's property
will be located and those items to take there.
5.7 If third parties seize the goods delivered under retention of title or wish to
establish or enforce rights thereon, the buyer is obliged to inform the seller of
this as soon as can reasonably be expected.
5.8 The buyer undertakes to insure the goods delivered under retention of title
and to keep them insured against fire, explosion and water damage as well as
against theft and to make the policy of this insurance available for inspection
upon first request.
6. Payment term.
6.1 Payments are made within the payment term mentioned on the invoice, after
the invoice date in the manner specified by the seller in the currency in which
the invoice was issued and are strictly net.
6.2 After 15 days have elapsed after the invoice date, the buyer is legally in
default; From the moment of default, the buyer owes interest of minimum 2%
per month on the amount due, unless the statutory interest is higher, in which
case the statutory interest applies.
6.3 Disposition costs, including all judicial and extrajudicial costs, are borne by
the buyer.
7. Complaints.
7.1 Complaints regarding the delivered goods must be submitted to us by the
other party before 12 noon on the following (working) day, stating the packing
slip number, article number and stating the reasons. In case of damage or
warranty, a photo can be requested by the seller. The goods concerned must be
available for inspection by the seller.
7.2 Complaints do not give the buyer the right to suspend or refuse payment.
7.3 Complaints found by us to be correct will lead to replacement or
reimbursement of the goods in question, at our discretion and with the express
exclusion of compensation for labor wages or the like.
8. Warranty.
8.1 For items supplied by us, we do not provide a longer warranty than that
given to us by our supplier of those items, with a maximum of 1 year.
8.2 If delivered goods show errors for which we are responsible, we undertake, at
our discretion, to take back, replace or repair these goods.
8.3 If the other party makes repairs and/or changes or has them made or has
them made on its own initiative, our warranty obligations will lapse.
9.Liability
9.1 The following provisions set out the entire liability of the Seller (including
any liability for the acts or omission of its employees, agents, representatives
and sub-contractors) to the Buyer in respect of any breach of the Agreement and
any representation, statement or tortuous act or omission, including negligence,
arising under or in connection with the Agreement.
9.2 Without prejudice to the damage resulting directly from the breach by the
Seller of his explicit commitments undertaken by virtue of this Agreement, the
Seller’s liability is limited to the liability which is mandatory in accordance with
the applicable law.
9.3 Should the Seller be liable in accordance with Art. 9.2, the Seller can never be
held liable to the Buyer for any pure economic loss, loss of profit, loss of
business, depletion of goodwill or otherwise, in each case whether direct,
indirect or consequential, or any claims for consequential compensation
whatsoever (howsoever caused) which arise out of or in connection with the
Agreement.
9.4 Should the Seller be liable according to Art. 9.2, the maximum amount of his
liability is in any case explicitly limited to the amount of the Purchase Price.
9.5 The Buyer, who is approached by third parties as a result of damage caused
by a defect in the Products which were delivered by the Buyer to third parties in
any form, is in no instance entitled to make a claim for redress against the Seller.
10 Force majeure.
10.1 In these general terms and conditions, force majeure means, in addition to
what is understood in law and case law, all external causes, foreseen or
unforeseen, over which the seller has no influence, but as a result of which the
seller is unable to fulfill its obligations , including strikes in the seller's company.
10.2 During force majeure, delivery and other obligations of the seller are
suspended. If the period in which fulfillment of the seller's obligations is not
possible due to force majeure lasts longer than 2 months, both parties are
entitled to terminate the agreement, without there being any obligation to pay
compensation in that case.
10.3 If, when the force majeure occurs, the seller has already partially fulfilled its
obligations, or can only partially fulfill its obligations, it is entitled to invoice
separately for the part already delivered or the deliverable part and the other
party is obliged to pay this invoice as if it concerned a separate contract.
11 Disputes.
11.1 The agreement with the other party is governed exclusively by Belgian law.
11.2 All disputes concerning the interpretation and enforcement of the
Agreement shall be submitted to the exclusive jurisdiction of the competent
Courts nearest to the registered office of the Seller, with the express exclusion of
any other competent Court.
11.3 Art. 11.2 shall operate for the benefit of the Seller and accordingly the Seller
shall be entitled, at its own discretion, to waive the exclusive jurisdiction set
forth in Art. 12.1, and therefore take proceedings against the Buyer in its
domicile and in any other court or courts having jurisdiction.