GENERAL TERMS AND CONDITIONS OF SALE
I. Unless otherwise agreed in writing, all quotations made by Motix nv, (BE0462.941.903) hereafter ‘the seller’, as well as all agreements concluded by the seller, are subject to the following conditions, which the buyer declares to be aware of and to accept without reservation.
It is expressly agreed that no condition appearing in the buyer's documents is accepted by the seller. The foregoing terms of sale may only be deviated from to the extent that the seller has expressly agreed in writing.
Quotations and Confirmation.
a) Quotations are only binding if they are signed by the manager or his representative and are valid for one month.
b) Unit prices are net and may be adjusted according to fluctuations in wages, prices, raw materials, transportation costs or additional services of the seller.
c) An order is placed based on a signed quotation/order form (including the general terms and conditions). By placing this order, the customer accepts without reservation the application of these general terms and conditions, to the exclusion of any other provision with which the seller has not expressly agreed.
d) In the case of distance contracts or contracts concluded outside the premises of the seller with a consumer, the consumer has a right of withdrawal of 14 days before the contract is definitively concluded, subject to the legally determined exceptions (such as, inter alia, custom-made goods, perishable or limited-life goods, products subject to fluctuations in the financial market, etc.).
The consumer who has received the goods and invokes the right of withdrawal shall notify this to the seller in writing. The consumer shall return the goods promptly and unused to the seller no later than 14 days after the day on which the consumer has notified the seller of the decision to withdraw from the contract. The consumer is liable for any depreciation of the goods resulting from handling the goods beyond what was necessary to establish the nature, characteristics, and functioning of the goods.
In the event of a right of withdrawal, the seller has 14 days to refund the payments made by the consumer. However, if the seller has not yet received the goods, he may wait to refund until the goods have actually been received or until the consumer can provide proof of return.
The direct costs of returning the goods are borne by the consumer and correspond to the actual cost price.
Deliveries and Risks.
a) The goods are always transported at the buyer's expense and risk, even if the price is set at the point of delivery.
b) Unless there is intentional or gross negligence, neither the seller nor his subcontractors shall be liable if damage is caused to goods in the buyer's custody during delivery.
c) The risk with regard to the goods passes to the customer from the moment the goods leave the seller's or supplier's premises, even if the price is set at the point of destination.
Acceptance and Complaints.
a) No complaint, except for those regarding hidden defects, will be admissible if the grievances, accurately described, are not sent by the buyer to the seller within three days by registered mail or fax.
b) The delivered goods, subject to a complaint, must be kept untouched by the buyer as they were at the time of unloading until the seller has had the opportunity to investigate the validity of the complaint, which he must do without delay. If the seller acknowledges the validity of the complaint, his obligation will be limited to replacing the disputed goods, excluding any compensation.
c) Except in the case of hidden defects, the processing of the goods will be equivalent to their acceptance.
d) Filing complaints does not give the buyer the right to suspend payment for the delivered goods.
e) The control over the delivered quantities will be carried out jointly with the driver or the carrier upon arrival. Except in the case of a complaint filed on the day of delivery and acknowledged as valid, the parties are bound by the quantities indicated on the waybill or delivery note.
a) Unless expressly agreed otherwise, the delivery times indicated in the order confirmations are given for information purposes only and without guarantee.
b) The delivery time starts running upon receipt of a complete and regular order.
c) Even if a fixed delivery time has been agreed upon, the seller cannot be held liable for exceeding the delivery time if this delay is due to force majeure or any cause beyond the seller's control.
Limitation of Liability.
a) Except as otherwise provided by law, the seller will not be liable for any fault or gross negligence, nor for the gross negligence and intent of his employees.
b) The seller is also not liable for hidden defects of which he has no suspicion.
c) Liability with respect to the delivered and used products is limited to the warranties provided by the manufacturer.
d) The seller is not liable when the buyer loads more materials than legally permitted on a vehicle.
a) Unless otherwise agreed in writing on the initial offer, all invoices from the seller are payable in cash at the registered office in Aarschot.
b) The seller's representatives are not authorized to collect payments.
a) In the event of non-payment on the due date, the invoice amount will automatically and by operation of law be increased by 10%, with a minimum of 100.00 Euro. This increase is necessary due to additional administrative expenses and disruption to business planning. Based on Article 1139 of the Civil Code, the parties agree that no prior notice of default is required.
b) Without prejudice to the above-mentioned compensation and without prejudice to any court costs and the costs provided for in Article 1022 of the Judicial Code, the parties have agreed that from the due date of the invoice, a conventional interest of 12% per annum is due on the invoice amount, day by day, until the day of full payment. Based on Article 1139 of the Civil Code, the parties agree that no prior notice of default is required.
c) In the event of non-payment of the purchase price on the due date, the seller has the right to consider the existing agreement with the buyer wholly or partly dissolved without prior notice of default and without judicial intervention, and to claim compensation.
Termination and Suspension.
a) In case of changes in the personal and/or family and/or economic and/or legal situation of the buyer, the seller reserves the right to suspend or consider the purchase agreement as dissolved, whether fully or partially executed, by the mere fact that any of the aforementioned events occur, without prior notice and without judicial intervention, without prejudice to the seller's right to compensation. If the seller exercises this right, the sales agreement will be automatically dissolved on the date of dispatch of a registered letter addressed to the buyer by the seller, and the seller will be entitled to reclaim the goods delivered but not yet paid for.
b) If one of the payments is not made on the agreed date, all other outstanding payments will become immediately due and payable, regardless of the previous conditions. In this case, the seller also has the right to suspend further deliveries and reclaim the delivered goods that have not been paid for.
c) Even after the sale has been confirmed, the seller reserves the right to demand guarantees that ensure the proper performance of the buyer's obligations. The seller is entitled to suspend further performance of the agreement until such guarantees have been provided. In the latter case, the seller will have the right to dissolve the agreement automatically and without notice.
Retention of Title.
a) The buyer expressly agrees that all goods delivered remain the property of the seller until the full purchase price has been paid and all obligations under the purchase agreement have been fulfilled. For this reason, the buyer undertakes not to transfer or pledge the delivered goods to third parties, except in the exercise of his normal profession or for the normal use of the goods, until the full purchase price has been paid. In the event of any attachment of the goods that have not been fully paid for, the buyer will immediately notify the seller.
b) In the event of resale, the current seller may reclaim any unpaid resale price or insurance premium due to loss. In the context of any bankruptcy proceedings against the buyer, the seller may reclaim the movable and immovable property by destination that is still in the possession of the buyer, based on article 101 of the bankruptcy law.
c) The parties agree to regard this clause as a written confirmation as required by Article 101 of the bankruptcy law.
a) The parties expressly acknowledge that the seller can only be summoned before the courts of the place of residence or registered office of the seller, currently being the Courts of the Judicial District of Leuven.
b) Moreover, it is expressly agreed that the respective obligations of the parties arising from this agreement must be performed in the place of residence or registered office of the seller and therefore, in the event of any disputes, only the Courts of the Judicial District of Leuven are competent.