General terms and conditions of sale by Smeyers-TU srl

Treft 61/3
B-1853 Strombeek-Bever
contact: Dieter Toye
Tél:  +32 2 461 21 09
info@smeyers-tu.be
BE 0897.012.547 RPM Gent

1. General Provisions: a) All our sales and services are exclusively subject to these general terms and conditions. Each order implies the unconditional acceptance by the client of our terms of sale, notwithstanding the application of specific conditions agreed between the client and us. b) The general conditions and other conditions appearing in the client’s correspondence will in no case take precedence over our conditions. c) Any potential partial or total non-enforceability of one or more clauses of our conditions does not affect the validity of the other conditions.

2. Conclusion of the Contract: a) Our offers are always non-binding, subject to sale, and are valid for 30 days unless another duration has been agreed upon. b) Weights, measurements, and descriptions are provided to the client strictly as an indication and do not in any way engage our responsibility. We reserve the right to deliver the material covered by the order with all modifications made by the manufacturer, provided these modifications remain within the general specifications and are favorable to the installation. c) The plans and technical data provided to the client before or after the conclusion of the contract remain our exclusive property. They cannot be copied, imitated, or transmitted to third parties without our prior agreement.

3. Deliveries – Deadlines: a) Delivery times are given only as an indication and are not binding. They are automatically extended in cases of force majeure, strikes, war, flooding, fire, etc. Any possible delay in delivery can never lead to the cancellation of the order or any compensation. In the event of definitive hindrance independent of our will, our obligations will be definitively extinguished without any possible recourse from the client. b) Delivery times for the material start only after receipt of all information and instructions necessary to execute the order. Moreover, we are relieved of any obligation regarding deadlines if the payment terms are not respected by the client or if changes are made to the order during its execution. c) In the event of cancellation of the sale due to the buyer’s fault, Article 9 of these general sales conditions will apply. d) If the client is unable to receive the goods, they will be stored by us without us being responsible for their preservation or maintenance, understood that it is at the client’s risk. Additionally, we will be authorized to demand a storage fee.

4. Responsibility: a) We are in no case responsible for accidents caused directly or indirectly by the goods delivered by us. The client declares being aware of the risks caused by an accident, even if caused by a hidden defect, and declares having taken the necessary measures to prevent the harmful consequences of such an accident. b) Notwithstanding the above, no compensation can be imposed on us for damage, production loss, or loss of profit by the client due to a defect, failure, or accident with the material delivered or installed by us. c) The client is responsible for providing the necessary infrastructure for the installation of the delivered equipment and for its proper functioning once installed. d) Transport risks for goods are borne by the client, regardless of the mode of transport.

5. Acceptance – Complaints: a) The client must check the goods within 8 days after delivery or installation. In the absence of written reaction by registered letter within this 8-day period, the supply will be irrevocably considered accepted. b) In the event of minor defects that do not prevent the normal use of the supply, the supply will be considered accepted. c) Subject to our warranty conditions, acceptance according to our general conditions will automatically exclude any subsequent claims by the client.

6. Warranty: a) Our warranty is limited to technical faults or construction defects that could not reasonably be known at the time of delivery and to services that are guaranteed by us. We will resolve the defects covered by the warranty by repairing or replacing the defective part or by sending a replacement part. b) It is in any case limited to the warranty granted to us by the manufacturer of the goods. c) We do not accept the return of goods delivered by us without our prior written consent. d) Our liability is limited to the execution of the warranty conditions described here. All damages incurred by the client from missed opportunities, lost profits, or use are expressly excluded from our responsibility. e) Our warranty does not apply:

   • As soon as the client or a third party makes modifications to the equipment
   • Without our prior agreement
   • Following non-compliance with the usage and maintenance instructions or in case of use other than that provided for and normal.
   • Normal wear and tear.
   • In case of transfer or transmission of the equipment. f) Our warranty intervention does not have the effect of extending its duration. g) Parts or products replaced under warranty become our property. h) We guarantee for 6 months the correct execution of repair and maintenance work or other services ordered by the client. No warranty is granted on inspections, advice, or similar services.

7. Payment: a) Our invoices are payable at our head office. b) In case of late payment, the amount due will be, by operation of law and without prior notice, increased by a late interest at the legal rate from the due date. The entire remaining balance will become immediately payable without prior notice, and we will have the right to suspend the execution of the order until full payment or even to consider the order as partially or totally non-existent. c) In case of non-payment on the due date, a compensation equal to 15% of the remaining balance with a minimum of €650 will be automatically due as a lump-sum and irreducible indemnity. d) We have the right at all times to require the client to provide a bank guarantee covering his payment obligations for the supplies made. e) Acceptance of drafts or other payment documents does not constitute novation.

8. Retention of Title: a) It is expressly agreed between the parties that, by derogation from Article 1583 of the Civil Code, the transfer of ownership of the sold material will occur only after full payment of the agreed price, in principal, interests, and possible costs. b) Bankruptcy does not affect the right of revendication of the owner of the goods held by the debtor (Bankruptcy Law of July 8, 1997, art. 101).

9. Hardship: In case of a fundamental change in circumstances imposing an unfair burden on one of the parties resulting from the contract, the parties will consult to find fair adjustments to the contract terms. A fundamental change in circumstances refers to any external event to the parties that would undoubtedly significantly alter the initial economic balance foreseen by them. Only events occurring during the contract or those that, although prior to the contract, could be legitimately ignored by the party invoking this clause will be considered for this article. When one party becomes aware of such an event, it will promptly notify the other. The receipt of this notification will suspend the contract execution. The parties commit to promptly negotiate and agree on the terms of a contract revision to maintain the initial balance. They will have thirty days to reach an agreement, during which they will actively negotiate. If no agreement is reached within this period, the contract will become null and void.

10. Force Majeure: No party will be held responsible for a breach or delay in contract execution caused by force majeure, i.e., an unforeseeable and irresistible event beyond the parties’ reasonable control preventing the affected party from fulfilling its contractual obligations. Examples include unpredictable natural phenomena (floods, hurricanes, lightning, etc.), wars, invasions, revolutions, riots, government acts, general strikes or similar events, epidemics, etc.

If such a force majeure event occurs, preventing one of the parties from executing all or part of its contractual obligations, or is likely to affect the future execution of its contractual obligations, this party must (i) duly inform the other party of this force majeure event without undue delay, (ii) take all necessary measures to minimize the effects of this force majeure, including third-party intervention if reasonably possible, and (iii) inform the other party.

If, despite implementing the measures mentioned above, contract execution becomes permanently impossible or must be postponed for more than three months from the notification date of this force majeure, either party may terminate the contract in writing with a fifteen-day notice period, making their best efforts to resolve the practical consequences of such termination fairly given the circumstances.

In any case, each party will bear the costs and expenses incurred from the occurrence of the force majeure until the end of this force majeure or the contract termination date.

11. Dissolution: a) All provisions of our general conditions do not deprive us of the right, in case of non-payment or late payment, to opt for the dissolution of the order with the obligation for the client to pay compensation. b) The sale will be automatically and immediately dissolved upon notice of dissolution by registered letter addressed to the client. c) Whenever the client cancels an order or does not receive the ordered goods, and whenever the client fails to fulfill his contractual obligations, or if we opt for the dissolution of the order, the client will automatically owe a lump-sum indemnity equal to 20% of the agreed price excluding VAT with a minimum of €500. He will also have to pay all costs of taking back the delivered goods and/or restoring them to their original state, all this without affecting our right to seek the forced execution of the order.

12. Jurisdiction: a) Any dispute will be exclusively subject to the jurisdiction of the Courts of the district where our head office is located unless, acting as the plaintiff, we prefer to bring the action before any other competent court. This will apply even in case of incidental claims or third-party claims or in case of multiple defendants. b) All our contracts are governed by Belgian law.