Terms & Conditions - Rimar International bv

1. General
The granting of an order to the seller implies full acceptance of these “General Terms and Conditions”. Only these “General Terms and Conditions” shall apply subject to amendments agreed in writing by both parties. The reference by the buyer to its own terms and conditions, or a standard clause, e.g. on letterhead and/or in the buyer’s own terms and conditions, with the exclusive effect of the buyer’s terms and conditions, shall not suffice. Regarding all points not covered by these “General Terms and Conditions”, the decision rests exclusively with the seller.

2. Quotes
All quotations are without obligation and valid for 30 days only. In the case of composite quotations, there is no obligation to supply part of the goods quoted at a corresponding part of the price quoted for the whole.

3. Realization of the agreement
The agreement is deemed to have been concluded when, following receipt of an order, the seller has given written notice that it accepts the order.

4. Drawings and descriptions
Information such as dimensions, capacities, etc. included in catalogs, advertisements, quotations, drawings, etc. have the character of an approximate indication and are not binding. Drawings and technical descriptions made available to the buyer before or after the conclusion of the agreement remain the exclusive property of the seller. They may not be used, copied, reproduced, passed on or made known to third parties by the Buyer. If the product is manufactured according to a drawing, only the seller’s drawing, with any deviations at the buyer’s request, shall be legally valid.

5. Packaging
All prices are for unpackaged goods.

6. Verification
Inspections and verifications by the buyer will be carried out during normal working hours in the workshops of the seller or his subcontractors, after the day and time have been agreed in advance. Any costs arising from this examination or from the intervention of an inspection or testing body shall be borne by the buyer.

7. Transfer of risk and acceptance
The goods are sold and definitively accepted at the factory of the seller or his subcontractors, even if they have to be sent carriage paid. The goods therefore always travel at the risk of the buyer. The buyer bears the risk of the goods from the moment they leave the factory. Visible defects and deviating quantities shall be pronounced and stated at the time of actual delivery, if necessary to the carrier.

8. Retention of title
All goods sold remain the property of the seller until full payment for all goods sold has been received, without prejudice to clause 7. The buyer undertakes not to sell the goods or to hand them over to third parties as long as they remain the property of the seller. In case of resale of the goods under reservation, the buyer herewith cedes to the seller all his rights vis-à-vis his customer.

9. Delivery terms
The delivery period shall run from the last of the following dates:
a) the day of conclusion of agreement in accordance with art. 3
b) the day on which the vendor receives an instalment payment, if this is stipulated in the contract before the start of manufacture
c) the day of agreement on technical details, inter alia after approval of the manufacturing drawings
The delivery periods stated in the contract are only an estimate and therefore not guaranteed: any delay can never give rise to cancellation of the contract or to any compensation.

10. Payment
All payments shall be made in the currency provided for in the agreement; they shall be net and without discount. The prices are calculated on the basis of the daily rate of raw materials, wages and social charges. For delivery periods longer than 3 months, the seller has the right to adapt his prices, according to Agoria’s price revision formula: P = P° (aM/M° + bS/S + 0.2). Invoices shall be payable immediately on receipt. From their due date, they will automatically and without warning incur an interest of 18% per year, or 1.5% per month. This does not prevent payments being due on the due date. In addition, in the event of a notice of default, an amount of 15% of the outstanding invoice amount with a minimum of € 250,- shall be due as compensation for the disadvantage resulting from the late execution of the payment obligations and for extrajudicial costs related thereto. Interest payments shall be left untouched by this. If the buyer does not take possession of the goods when they are made available by the seller, he may not postpone payment connected with the delivery. Withholding of payment or deduction of costs due to complaints not acknowledged by the seller shall not be permitted. Non-payment of a single invoice on its due date shall automatically render all other invoices due, even if not yet due, immediately payable. The seller reserves the right to have all amounts due collected at the expense of the buyer. The withholding of deposits is not permitted. All present and future taxes of any kind shall be borne by the buyer.

11. Financial guarantees
The seller reserves the right, if, after the conclusion of the agreement but before the total payment of the price, it appears that the credit of the buyer is jeopardized or if his creditworthiness diminishes, to demand this guarantee which he deems necessary for the proper execution of the commitments even after delivery of the goods. No notice of default shall be required. Such cases are e.g. Such cases are : request for payment terms, protest, request for an amicable or judicial settlement, delay in payment to the National Social Security Office, seizure of goods from the buyer at the request of a creditor, etc. In the event that the buyer is unable to provide a sufficient guarantee to the seller, the latter shall have the right to cancel the entire order, without notice of default and without any compensation to the buyer.

12. Termination clause
If an invoice is not paid by its due date, or in case Art. 10 has to be applied, the agreement will be dissolved ipso jure by the seller declaring his intention to do so by simple registered letter and without prior notice of default. The seller shall then be entitled to take back the delivered goods without the intervention of a court of law. In addition, damages of at least 15% of the price shall be due.

13. Guarantee
The seller undertakes, within the limits set out hereafter, to remedy any defect detrimental to usability resulting from a faulty design or material.
These obligations only extend to hidden defects which become apparent during a period of 6 months after commissioning, with a maximum of 12 months after the goods are made available and reported in writing within eight days of their discovery. Visible defects are covered by acceptance of the goods.
This warranty is void for all devices that are poorly maintained or used outside the specifications, as well as for devices that are repaired or modified by the buyer or third parties without the prior written consent of the seller. All mechanical wear or damage, freezing, erosion, corrosion or chemical and/or other influences are excluded from the warranty. This warranty covers the repair or replacement of the defective parts in the vendor’s workshop, or in another place to be approved by the vendor, and this within a period to be agreed. All costs for transport, customs, disassembly and assembly, etc. shall be borne by the buyer. In case of manufacture according to drawings, the guarantee shall in any case be limited to the execution of the pieces according to the seller’s drawing. Under no circumstances shall the seller be held liable for any direct or indirect damage.

14. Force majeure
Force majeure shall apply if circumstances prevent the execution of the agreement: e.g. industrial disputes, fire, flood, natural catastrophes, illness, mobilization, seizure, embargo, prohibition of foreign exchange transfer, revolt, shortage of means of transport, scarcity of raw materials, restrictions in energy consumption, measures taken by the authorities, and all circumstances occurring beyond the seller’s control. Naturally, the buyer will be informed of this as soon as possible. The execution of orders is not enforceable at the time of force majeure, agreed prices will be adjusted to any new circumstances.

15. Applicable law – competent courts
In case of dispute, only the courts of the district of Antwerp are competent and only Belgian law applies.