|1.1.||Only our terms and conditions of sales are valid; we do not recognise terms and conditions of our customers that are contradictory to or that differ from our terms and conditions of sales.|
|1.2.||Any different agreement is valid only for the specific individual circumstance. Differing statements made by our representatives only become valid if we confirm them expressly in writing.|
|1.3.||The seller reserves the right to make design and form changes to the prototype during the delivery to the extent that neither the object of purchase nor its appearance are fundamentally altered.|
|2.1.||Our tenders and other declarations are subject to alteration in all respects to the extent that they are not confirmed by us in writing.|
|2.2.||The seller reserves the right to make design and form changes to the prototype during the delivery to the extent that neither the object of purchase nor its appearance are fundamentally altered.|
|2.3.||Statements made in descriptions regarding services, weights, operating costs etc are to be considered as approximations.|
|3.1.||Delivery periods are always subject to alteration. Commencement of the delivery period quoted by us is conditional upon the timely and proper fulfilment of obligations on the part of the purchaser and the clarification of all technical questions. Should the purchaser fail to fulfil his obligations within a subsequent period of four weeks, the seller may withdraw from the contract. Part deliveries are permitted.|
|3.2.||The seller is released from his duty to deliver in cases of force majeure, that is, for any reason independent of the seller or if an event is in part beyond his control (including, but not limited to, strikes, delays in delivery by his own suppliers, export bans, fires, internal organisational difficulties of the company, …). The seller is not obliged to prove the unpredictability or the inability to oppose this disturbance.|
|3.3.||No liability is accepted for any delivery overrun, to the extent that this has not been caused deliberately or by gross negligence.|
|4.1.||The purchaser has the right and the obligation within 8 days of receiving notice that the object of purchase is ready for delivery to check and accept the object of purchase at the agreed place of acceptance.|
All defects or possible damage to the object of purchase must be notified to the seller within 3 days of the test date by means of a letter giving reasons and sent by registered post. In the absence of such a letter, these complaints will not be considered. Should no complaint be forthcoming within the appropriate time period or in the correct form, the delivery is considered to be validly approved.
In the event of a justified and timely notice of defects, we have the option to make a replacement delivery, to remedy the fault or compensate for the loss in value. Further claims for damages will not be accepted. No guarantee claims will be accepted if the object of purchase on which defects have been discovered, or on close inspection could have been discovered, has been sold on or put into use.
|4.3.||The right to check is tacitly conceded if the inspection is not carried out in the specified period or the shipping order is placed. The object of purchase is then valid as accepted and properly delivered with collection by the purchaser or his agent.|
|4.4.||After notice has been given that the object of purchase is ready for collection, should the purchaser remain late by more than 14 days in accepting the object, fulfilling his payment obligation or presenting the agreed security, the seller is entitled, after a subsequent period of 14 days, to withdraw from the contract or to claim damages for non performance. Ultimately the seller is entitled, without affecting his ability to claim further damages, to demand 20% of the purchase price as compensation without the requirement to prove any loss.|
|5. Transfer of Risks|
|5.1.||As soon as the object of purchase has left ACM or been handed over by us to the transport company, the goods travel at the risk of the purchaser, and this applies even if our prices are postage paid, FOB or CIF.|
|6.1.||The price of the object of purchase is without discount or any other reduction. To the extent not specified in the order confirmation, our prices are quoted “ex- works”. Value Added Tax is not included in our prices; this will be shown specifically on the invoice in the appropriate legally specified amount as at the date of invoicing.|
|6.2.||The price of labour is stated in the invoice in accordance with the labour hours undertaken.|
|6.3.||Unless otherwise agreed, prices are based on the purchase prices, wages, salary costs, social contributions, public charges, transport costs, insurance premiums and other costs applicable at the time the offer for sale is expressly accepted. In the event of an increase in one or more components of its own cost price, the seller has the right to adjust the price in proportion to this increase.|
|7.1.||All invoices are payable within 30 days of the invoice date at the registered office of the seller. Representatives are not entitled to accept payments.|
|7.2.||Payment transfers, cheques and bills of exchange are only accepted after special arrangement and for unconditional payment at sight, taking into account all collection and discounting charges.|
|7.3.||In the event of non-payment or late payment of an invoice, the invoice will, by rights and without any further demand, be increased by 10%, minimum € 50. In addition, default interest of 15% per annum will become payable.|
|7.4.||In the event of failure to observe the terms of payment, the seller is entitled, inter alia, immediately to cease delivery and cancel the contract.|
|7.5.||Right of set-off is only available to the purchaser if his counterclaims are established by force of law, uncontested or acknowledged by us.|
|8. Retention of Title|
|8.1.||The goods remain the property of the purchaser until full payment of all demands, including supplementary demands, claims for damages and honouring of cheques and bills of exchange.|
|8.2.||Retention of title remains in force even if individual claims of the seller appear in a current invoice and the balance is accounted for and acknowledged.|
|8.3.||If goods subject to the purchaser’s retention of title are incorporated into a new movable item, the work of the seller is carried out without any obligation on his part arising from the title to the component goods. The new item becomes the property of the seller. In converting, mixing or commingling goods not belonging to the seller, the seller acquires joint ownership in the new item in proportion to the invoice value of his retention of title in the total value.|
|8.4.||The seller is entitled to sell on, to adapt or to incorporate goods subject to retention of title only under consideration of the following clause and only under the condition that the requirements of the following clause are further passed on by the seller.|
|8.5.||The permission of the purchaser in the ordinary course of business to sell on, adapt or incorporate goods subject to retention of title ends with the revocation by the seller as a consequence of deterioration of the purchaser’s financial condition, and at the latest in the event of the latter’s bankruptcy or with the application for or commencement of bankruptcy or composition proceedings over his assets.|
a) The purchaser cedes all debts and any associated rights from onward sale of goods subject to retention of title – including any receivables – to the seller.
b) If the goods have been adapted, mixed or commingled and the seller has joint ownership in the amount of the invoiced value, the claim for the purchase price accrues to him in proportion to the value of his rights in the goods.
c) If the purchaser has sold the debt in the context of non-recourse factoring, his debt to the seller immediately falls due, the purchaser cedes all his claims against the factor in favour of the seller and immediately passes on to the seller the sale proceeds from the factoring. The seller accepts this assignment.
|8.7.||The purchaser has the power, provided he has met his payment obligations, to collect the assigned debt. This right to collect expires on revocation, in any case at the latest by any payment delay on the part of the purchaser or on significant deterioration in the purchaser’s financial condition. In such case the seller is granted power of attorney, to advise the beneficiary of the assignment and to collect the debt himself. The purchaser is obliged to furnish a precise list, at the request of the seller, of the debts in favour of the purchaser together with the names and addresses of the customers, the amount of the individual debts, the date of invoicing, etc and to communicate to the seller all necessary information for the enforceability of the assigned debts and to consent to an audit of this information.|
|8.8.||If the value of collateral in favour of the seller exceeds his total debts by more than 20%, the seller is obliged on the demand of the purchaser, or the third party affected by the over-collaterisation of the seller, to release collateral of his choice to the extent applicable.|
|8.9.||Mortgaging or pledging as security any goods subject to retention of title or, as the case my be, the assigned debts, is not permitted. The seller is to be advised immediately by a statement given by the secured creditor of any pledges.|
|8.10.||Should the seller withhold the object of delivery by reason of retention of title, a contractual default only exists if the seller expressly declares such. The seller may satisfy his claim by a private sale of the reclaimed goods subject to retention of title.|
|8.11.||The purchaser ensures the retention of title for the seller free of charge. He must insure the goods from other risks such as, for example, fire, theft, and flood on the normal course of events. The purchaser cedes any claims for compensation in respect of insurance companies or other parties granting any indemnity that arises in his favour from damage of the above kind to the seller in the amount of the invoice value of the goods. The seller accepts this assignment.|
|8.12.||All claims as well as rights arising from retention of title to special conditions established in these terms and conditions remain in existence until complete release from contingent liabilities that the seller enters into for the benefit of the purchaser.|
|9.1.||The seller guarantees, depending on the respective state of the technology, materials and workmanship free of faults during a period of 6 months.|
Within the guarantee period the purchaser may claim for the remedy of faults. For claiming under the guarantee, the following applies:
a) The purchaser must immediately establish the faults and the claims with the seller in writing.
b) Rectifications must be carried out in accordance with the technical requirements by the replacement or repair of defective parts without invoicing for the necessary wages, materials or freight costs. Replaced parts remain the property of the seller. Should additional maintenance work be required in the course of the rectification, the seller assumes responsibility for their cost including the cost of necessary materials and lubricants.
c) For parts incorporated at the time of the rectification, these are guaranteed to the expiry of the guarantee period of the object of purchase in the basis of the purchase agreement.
d) If the object of purchase must be taken out of operation by a defect covered by the guarantee, the purchaser must immediately contact the seller. The seller decides where and by whom the required work is to be carried out.
e) If guarantees are provided abroad, the purchaser bears the costs of the fitters’ travel and expenses.
|9.3.||No claim will be accepted for annulment of the sale on the grounds of a defective part, nor for loss of value, unless the seller is not in a position to remedy the defect. There is no claim to a replacement delivery.|
|9.4.||Guarantee obligations do not exist if the cause of the defect that has occurred is related to the following:|
– the purchaser has not given notice of the fault in accordance with Fig. 2a (above) and without delay given an opportunity for the fault to be rectified, or
– the object of purchase has been improperly handled or overloaded, or
– the object of purchase has been previously used, maintained or serviced for supporting an operation not recognised by the seller and the purchaser should have realised this, or
– parts have been incorporated into the object of purchase, the use of which has not been approved by the seller or the object of purchase has been modified in a manner not approved
by the seller, or
– the purchaser has not followed the instructions for the use, maintenance and servicing of the object of purchase (e.g. operating instructions).
|9.5.||Normal wear and tear is not covered by the guarantee. No guarantee exists for second-hand objects of purchase.|
|9.6.||The seller bears no responsibility if work has been carried out on the basis of erroneous or incomplete plans of the customer. This applies equally in cases where the plans created by the seller have been accepted as good by the customer.|
All claims on account of faults are limited in time in accordance with the guarantee expiry at Fig. 1 (above). For faults raised in the guarantee period but not rectified, the guarantee is extended to the rectification of the faults provided that the limitation period is put back only for this fault. t ends however in 3 months after the seller’s declaration that the fault has been rectified or no fault actually exists.
No further liability is accepted than those as specified in the preceding terms and conditions – without consideration of the legal nature of the validated claim.
To the extent that our liability is excluded or limited, this applies equally to all other claims.
|10. Place of Performance, Choice of Law and Jurisdiction|
|10.1.||Our registered place of business is the place of performance. These terms of business and the entire legal relationship between seller and purchaser are governed by Belgian law. For all disputes associated with the above contract, the courts of the EUPEN district have exclusive jurisdiction. The seller, however, remains entitled to put the case before any other court.|