GENERAL TERMS AND CONDITIONS
GENERAL PROVISIONS
1. These general terms and conditions apply to all trade relations and agreements concluded by DE BONTE NV, DE BONTE INTERNATIONAL BV, DE BONTE - VAN HECKE NV, C.A.S.Q.C. Prefarails NV, B.P.M.N. NV, Thio Materials Belgium NV, Thio Track Belgium NV, Thio Materials BV and/or all other companies that are part of DE BONTE group (hereinafter referred to as "DE BONTE"),
as well as to all quotations and deliveries, expressly excluding all other terms and conditions, as possibly originating from the other party.
2. Each order implies acceptance of these general terms and conditions. The order becomes final only after explicit written confirmation by DE BONTE. From the first delivery, the terms and conditions are automatically binding.
3. Any deviation from these general terms and conditions must be the subject of a written agreement signed by DE BONTE. Insofar DE BONTE explicitly agreed on special terms and conditions that differ from the general terms and conditions, the application of the special terms and conditions shall prevail. In that case, the general terms and conditions shall apply if and to the extent the special terms and conditions do not deviate from them. If one or more conditions or a part thereof not be valid or if an express deviation from these be allowed, this will not affect the validity and applicability of the other conditions.
Quotation - order - changes
4. DE BONTE's quotations are always non-binding and are only valid for a limited option period of maximum thirty days from the quotation date, even if this option period has not been explicitly mentioned. Also, DE BONTE's quotations are valid only if ordered in their entirety, unless stated otherwise. In any case, DE BONTE's quotations are based on the data provided by the other
party. If these are incomplete or if changes are made after ordering, DE BONTE is allowed to unilaterally change prices.
5. Unless otherwise agreed, transport costs, packaging costs, as well as all duties, VAT and other levies are not included in the price and shall be borne by the customer.
6. Full or partial cancellation of an order by the customer must be made in writing and will give rise to a flat-rate compensation in the amount of the invoice value of the cancelled quantities plus removal and destruction costs, without prejudice to DE BONTE's right to recover the actual damage suffered.
7. Next working day collections or deliveries (exceptional transport: two working days) cannot be changed or cancelled after 10 am. All costs due to late changes or cancellations will be charged to the customer.
Deliveries
8. The stated delivery times are always indicative only and not binding. A delay in delivery can never be grounds for a refusal to accept delivery of the products, a suspension of payment obligations, any compensation or the dissolution of the agreement.
9. When products are collected from DE BONTE's premises, the risk related to these products passes on to the customer at the time of delivery to the customer, its authorised representative or carrier. DE BONTE cannot be held responsible for any damage to property of the customer or third parties.
Failure to collect products within the specified delivery period:
* For elements weighing less than 25 tonnes that remain on DE BONTE's premises for more than three months after the specified delivery date, a storage fee will be charged in the amount of EUR 3.00 per square meter per day.
* For elements weighinig 25 tonnes or more that remain in DE BONTE's production hall for more than seven days after the final pouring phase, an inconvenience fee will be charged in the amount of EUR 30.00 per square meter per day.
Other solutions can be worked out in consultation, but their cost (including administrative surcharge) will be charged to the customer.
DE BONTE always reserves the right to demand full delivery of the products ordered.
10. In case of delivery by DE BONTE, the customer is responsible for the accessibility of the indicated place of delivery for any transport (whether exceptional or not). Transport must be unloaded within 30 minutes of arrival at the destination. Any excess time will be charged to the customer. Products are always transported and unloaded at the customer's risk, even if DE BONTE agreed to be responsible for the transport and/or bear the transport costs. Unless otherwise agreed, products shall be delivered FCA at the designated place in accordance with Incoterms 2010.
11. Force majeure, irrespective of whether it temporarily or definitively renders the performance of the agreement impossible, automatically suspends or extinguishes DE BONTE's obligations in relation to this agreement and releases DE BONTE from any liability or damage that may arise as a result therefrom. The following, among others, are considered cases of force majeure
by DE BONTE: accidents, wars and their consequences, fire, strikes, lock-outs, disturbances, floods, bad weather conditions, difficulties in transport, disruption or cessation of production occurring at DE BONTE or its suppliers, as well as any cause beyond DE BONTE's control that render the performance of the agreement impossible. This list is not exhaustive.
Receipt of the products
12. Before unloading, the consignee (the customer or his authorised representative) first checks the shipment for completeness and conformity with the call or order. Products are checked for visible defects including, but not limited to, nominal dimensions, any fittings and seals. The packing listis always signed, indicating the name of the consignee and any comments.
13. If, upon delivery of products at the destination, other products or materials are to be returned to DE BONTE, this must be clearly agreed in writing. Only if DE BONTE is in agreement those products or materials will they be taken back, depending on the truck's route planning.
14. Deliveries at multiple unloading points must be clearly agreed in writing. This will be scheduled only if DE BONTE is in agreement.
Complaints - liability
15. Compliance with lifting and installation instructions is the customer's responsibility.
16. Complaints must be notified to DE BONTE in writing within 24 hours of delivery of the products, otherwise they will not be considered. Cloud formation, colour differences, burrs, air bubbles, etc. can never be grounds for any form of compensation.
The submission of complaints does not entitle the customer to defer payment of the products delivered.
17. Products that have been processed or used are deemed to have been definitively accepted.
18. In case DE BONTE accepts a complaint, its liability shall never extend beyond the reimbursement or replacement (whichever DE BONTE, in its own discretion, so chooses) of those products that DE BONTE has acknowledged to be out of spec.
19. DE BONTE is not liable for product liability as regulated by the provisions of Book IX of the Belgian Code of Economic Law.
If any fault or defect (hidden or otherwise) can nevertheless be blamed on it, DE BONTE's liability in principal, interest and costs shall not extend beyond the invoice value of what was delivered. DE BONTE cannot be held liable for indirect damages (including but not limited to lost revenue and lost profits).
20. Technical specifications can only be deemed to be known to DE BONTE to the extent they were effectively communicated to DE BONTE by the customer before the conclusion of the sale.
Retention of title
21. The products sold shall remain the property of DE BONTE until full payment of the principal of the sales price and any accessories, interest, fees and costs. In case of resale, DE BONTE retains the possibility to claim the amount corresponding to the value of the resold products. The retention of title is transferred to the resale price. Once the products are delivered, the customer bears all risks (including force majeure and destruction) and the storage fees. In the event of non-payment of any of the amounts due on the due date, DE BONTE shall be entitled to reclaim and repossess the products.
Invoices - Payment - Late payment
22. Unless otherwise stipulated in writing, DE BONTE's invoices are immediately payable in cash on the date of delivery. DE BONTE may at any time demand security for payment to ensure the proper performance of the customer's obligations. DE BONTE is entitled to suspend orders or parts of orders yet to be delivered if such security has not been provided.
23. The invoices of DE BONTE NV, DE BONTE - VAN HECKE NV and C.A.S.Q.C. Prefarails NV have been assigned to KBC Commercial Finance NV (Havenlaan 6, B-1080 Brussels). These invoices must be paid only into the account number mentioned on the invoice.
24. Protest against invoices must be motivated by registered letter within eight days following the date of the invoice, on penalty of forfeiting the right to protest.
25. The non-payment on the due date of one invoice makes the balance of all other, even non-due invoices immediately due and payable by operation of law.
26. Invoices must be paid in full or in part on the due date. In case of late payment, we will send you a first reminder free of charge. If you do not pay within the payment period specified in the first reminder, you will owe late payment interest, in accordance with the Law of 2 August 2002 on combating late payment in commercial transactions, and a flat-rate penalty calculated as follows: EUR 20 if the balance due is less than or equal to EUR 150, EUR 30 plus 10% of the amount due on the tranche between EUR 150.01 and EUR 500, if the balance due is between EUR 150.01 and EUR 500, and EUR 65 plus 5% of the amount due on the tranche above EUR 500, not exceeding EUR 2. EUR 000, if the balance due exceeds EUR 500. The cost of default for each additional reminder is EUR 7.50, plus the postage costs applicable at the time of sending.
27. All invoices are prepared and paid in the agreed currency. Conversion is not acceptable. Otherwise, DE BONTE reserves the right to immediately claim any exchange rate differences that occur. All costs associated with payments shall be borne by the customer.
28. DE BONTE will also be entitled to offset claims against the customer against any claims the customer may have against DE BONTE.
29. DE BONTE reserves the right to suspend or terminate the sale, by operation of law and without notice of default, if the customer fails to fulfil its obligations. The same will apply in case of bankruptcy, liquidation, dissolution or payment difficulties of the customer. If DE BONTE exercises this right, it will be entitled to collect or reclaim and repossess the delivered products. Any advances already paid by the customer remain DE BONTE’s by way of compensation, regardless of the right to claim additional compensation.
Applicable law and dispute resolution
30. All disputes that cannot be settled amicably shall be settled before the competent courts of the judicial district in which DE BONTE's registered office is located. DE BONTE may always choose to settle the dispute in the courts of DE BONTE's domicile or registered office. These terms and conditions are governed by Belgian law. However, for contracts with customers based in the
Netherlands, the retention of title clause (Article 21) and its application are governed by Dutch law.