General terms and conditions of sale Easylab (Fophacon BV)

Article 1. General

The acceptance of our offers, order confirmations, delivery notes and invoices implies the approval of these general terms and conditions of sale, which, unless expressly stated otherwise in the order confirmation, cancel and replace all possible terms and conditions of purchase of the buyer/customer.
Obligations of any nature whatsoever entered into by employees of the seller/supplier are only valid after they have been ratified by the managing director.
Unless expressly stated otherwise in the order confirmation, data of any kind mentioned in prospectuses, catalogues, price lists, etc., are not binding on the seller/supplier.
The seller/supplier reserves the right to modify its products and services as described in its prospectuses, catalogues, price lists, explanatory drawings, etc., without prior notice.
Unless expressly stated otherwise in the order confirmation, direct deliveries made by subcontractors, suppliers, etc., are made on the terms and conditions of the latter, the liability of the seller/supplier being in any event limited by these terms and conditions of sale.

Article 2. Studies and projects

All documents transmitted by the seller/supplier concerning studies, analyses, etc. remain his property and must be returned to him on first request. They may not be passed on to third parties or executed by third parties without the prior written consent of the seller/supplier. The seller/supplier retains full intellectual property rights.

Article 3. Prices

The prices indicated are exclusive of VAT, without ex works packaging, unless expressly stated otherwise in the order confirmation.
All prices mentioned in offers and contracts are calculated on the basis of the currency rates, transport tariffs, insurance tariffs, taxes, duties and customs and import duties, if any,
in force at the time the offer is drawn up or the contract comes into being. If they are subject to the slightest change, this increase shall be at the expense of the purchaser.

Article 4. Terms of payment

Unless expressly stated otherwise in the order confirmation, all payments are to be made at the registered office of the seller/supplier, net and without discount, cash on delivery.
Acceptance of payment deadlines and/or bills of exchange does not entail novation and does not affect the due date of the debt and the interest and compensation referred to below.
Protests do not justify the suspension of payment.
In the event of non-payment on the due date,
conventional late payment interest of 12% per annum will be due on the unpaid balance with a minimum interest equal to that resulting from the provisions of article 5 LLPCT (Law on Combating Late Payments in Commercial Transactions).
In the event of non-payment on the due date, the unpaid balance will be increased by operation of law and without the need for prior notice of default, by way of fixed compensation, by 15% for amounts less than € 2,500,000 and by 10% for amounts greater than
€ 2,500,000 with a minimum of € 250,000, to be increased by the costs incurred for the recovery of the debt, including lawyers’ fees, in accordance with the provisions of article 6 LLPCT, to be increased in the event of a dispute with the procedural indemnities in accordance with the Royal Decree dated 26/10/07.
In the event of cancellation of the assignment, the principal will be required to pay a lump-sum indemnity of 30% of the contract price, to be increased by the value of what has already been performed at the time of cancellation.

Article 5. Retention of title

The seller/supplier expressly remains the owner of all material supplied until payment of the total amount, which also includes costs and interest. The buyer is obliged to insure the material thus held against all possible risks and to protect it against loss of value.
The buyer/customer authorises the seller/supplier in the event of default of payment on the due date to take possession of the delivered goods at the expense of the buyer/customer even if these goods have been incorporated in mobile or immobile goods.

Article 6. Delivery

The delivery only relates to the goods and/or services indicated in the order confirmation.
Delivery times will be respected as far as possible. Delay in delivery due to force majeure or any other reason whatsoever shall not give rise to any liability on the part of the seller/supplier and shall therefore not give rise to any compensation whatsoever or to the total or partial termination of the agreement.

Article 7. Travel, transport, insurance and approval

The buyer/customer undertakes to make the place of performance accessible to the seller/supplier in good time.
The buyer/customer is obliged to ensure the execution of the contract.
All operations connected with the dispatch (transport, insurance, customs formalities, delivery, etc.) take place on behalf of and under the responsibility of the buyer/customer, who is obliged to check the goods supplied on receipt and to turn against the carrier if necessary, even in the case of carriage paid dispatch.
If the seller/supplier has to arrange for the shipment of the goods to be delivered himself, such shipment shall take place for the account and at the risk of the buyer/customer, unless otherwise expressly stated in the order confirmation.
The seller/supplier will do his best to ensure that this shipment is carried out at an acceptable price. The seller/suppliers shall charge the buyer/customer for any travel costs that may be necessary in connection with the delivery of the goods and/or services at the usual rates.
The buyer/customer declares that he will check the goods carefully and thoroughly on receipt for any defects or damage. If hidden defects are found, the Buyer/Comantant shall immediately notify the Supplier in writing of such defects.

Article 8. Emballage et déblaiement

All packaging is for the account of the buyer/customer; unless expressly stated otherwise in the order confirmation, it will not be taken back by the seller/supplier.
Unless expressly stated otherwise in the order confirmation, all cleaning after execution is for the account of the buyer/customer.

Article 9. Warranty

In the absence of a guarantee from his suppliers, the seller/supplier gives a guarantee for a period of six months from the date of delivery for hidden defects. This guarantee is strictly limited to the delivery itself and only concerns the repair and/or replacement, at its own expense, in its workshops, of all parts that were declared unfit or put out of service due to construction faults or hidden defects, where the seller/supplier explicitly reserves the right to make modifications to the goods in question in order to be able to meet its obligations, or, at its discretion, to reimburse the purchase sum in question.
The guarantee does not include the replacement of material due to wear and tear, damage caused by negligence, insufficient control and monitoring, faulty maintenance, etc. The guarantee also does not apply to parts that are subject to rapid wear and tear due to their nature or use (screens, lamps, recording or reading heads, floppy disks, magnetic tapes, etc.) and rapid wear and tear due to corrosion or other harmful actions of liquids, differences in voltage, dusty and/or damp environments, etc.
Defects and/or damage which are the direct consequence of one of the following cases or which have arisen within the framework of one of these cases are expressly excluded from the supplier’s liability guarantee:

  • a) Any negligence or error in the connection or handling, any use of the equipment other than that provided for in the supplier’s technical specifications and described in the instructions for use given to the purchaser/customer or, in general, any incorrect or abusive use thereof.
  • b) Any excessive or abnormal use of the goods.
  • c) Any intervention, adjustment, repair or similar practice in connection with maintenance work carried out by any person not approved for this purpose by the supplier.
  • d) Any water damage, fire, accident or failure of the air conditioning, thunderstorm or consequence of a thunderstorm or meteorological disaster.
  • e) Any detrimental act or error caused by any person, including the purchaser/customer himself or his employees.

The slightest change made by the buyer/customer will result in the guarantee being rendered null and void.
The seller/supplier shall only be liable for the guarantee if the buyer/customer has fulfilled all his payment obligations, without the guarantee period being extended as a result.
The seller/supplier declares that the products have been subjected to a prior quality test in his company.
The buyer/customer is responsible, to the exclusion of the seller/supplier, for the preservation of his goods during the delivery and/or repair of the refrigeration installations and will take the necessary measures beforehand.

Article 10. Jurisdiction

In the event of a dispute relating to the interpretation and/or execution of the contract concluded with the client, only the Courts of the District of Leuven shall be competent to rule on the basis of Belgian legislation and Belgian commercial practices.

If for any reason whatsoever, a specific provision should be considered null and void, the other provisions shall remain fully applicable and the null and void provision shall be replaced by the provision that comes closest to that provision and is permitted by law.

Easylab – Fophacon BV – VAT 0844.924.042 – RPR Leuven – Wingepark 16A, 3110 Rotselaar