Article 1: Applicability

1.1 These terms and conditions apply to all offers made by the user of these terms, to all agreements he enters into, and to all agreements arising therefrom, to the extent that the user of these terms acts as the offeror or contractor.

1.2 The user of these terms is referred to as the seller. The counterparty is referred to as the buyer.

1.3 In the event of a conflict between the content of the agreement made between the buyer and seller and these terms, the provisions of the agreement shall prevail.

Article 2: Offers

2.1 All offers are non-binding.

2.2 If the buyer provides information to the seller, the seller may assume the accuracy and completeness thereof and will base his offer on it.

2.3 The prices mentioned in the offer are exclusive of value-added tax and packaging.

2.4 An agreement is only formed when it has been confirmed in writing, including by email, by the seller. In the event of discrepancies between the written confirmation of the seller and that of the buyer, the confirmation of the seller is binding.

2.5 If the seller has shown or provided a sample or model to the buyer, this is only for identification purposes. The buyer cannot derive any rights from this.

2.6 The buyer guarantees that (i) in his trading of the goods in any form (including sale, lease, processing) he will comply with all applicable laws and/or regulations, and in particular will abide by all EU and UN export control and sanction regulations, and (ii) that the goods are not directly or indirectly intended or suspected to be intended for any country for which a sanction is in force according to UN or EU regulations, unless the buyer has obtained an exemption or permit from an authorized authority designated by the UN or EU. The buyer undertakes to include this guarantee as a chain clause in subsequent agreements for the trading of the goods.

2.7 Minor, industry-standard or technically unavoidable deviations and differences in quality, color, size, weight, or finish do not constitute a shortcoming. For the calculation of price and/or weight of steel and/or stainless steel based on volume, we use a specific weight of 8.0 kg/dm³.

Article 3: Intellectual and Industrial Property Rights

3.1 Unless otherwise agreed in writing, the seller retains all intellectual and industrial property rights to the offers made by him, provided designs, images, drawings, (sample) models, software, and the like.

3.2 The rights to the data mentioned in paragraph 1 of this article remain the property of the seller regardless of whether the buyer has been charged for the production costs thereof. This data may not be copied, used, or shown to third parties without the prior express written consent of the seller. The buyer owes the seller a directly claimable fine of
€ 25,000,- for each violation of this provision. This fine may be claimed in addition to damages based on the law.

3.3 The buyer must return or destroy the information provided to him as referred to in paragraph 1 of this article at the first request within a deadline set by the seller, at the seller's discretion. The seller has the right to perform checks on the return or destruction. The buyer commits to providing his cooperation free of charge. In the event of a violation of any obligation from this provision, the buyer owes the seller a directly claimable fine of € 1,000,- per day. This fine may be claimed in addition to damages based on the law.

Article 4: Confidentiality

All information, know-how, and knowledge, of whatever nature and in whatever form, provided by or on behalf of the seller to the buyer, shall be deemed confidential and shall be treated as confidential information by the buyer for an indefinite period of time and shall not be disclosed to third parties. The buyer shall also use this information, know-how, and knowledge solely for the purpose of executing the agreement with the seller, all subject to prior written consent from the seller.

Article 5: Advice and Provided Information

5.1 The buyer cannot derive any rights from advice and information he receives from the seller.

5.2 If the buyer provides information to the seller, the seller may assume the accuracy and completeness thereof when performing the agreement.

5.3 The buyer indemnifies the seller against any claims from third parties regarding the use of advice, drawings, calculations, designs, materials, samples, models, and the like provided by or on behalf of the buyer.

Article 6: Delivery Time / Execution Period

6.1 A specified delivery time or execution period is only indicative.

6.2 The delivery time or execution period only starts once agreement has been reached on all commercial and technical details, all information, definitive and approved drawings and such have been received by the seller, the agreed (period) payment has been received, and all other conditions for executing the order have been met.

6.3
a. If there are circumstances that were unknown to the seller at the time he established the delivery time or execution period, he may extend the delivery time or execution period by the time he needs to perform the order under these circumstances. If the work cannot then be fitted into the seller's schedule, it will be performed as soon as his schedule allows.
b. If there is a suspension of obligations by the seller, the delivery time or execution period will be extended by the duration of the suspension. If the continuation of the work cannot then be fitted into the seller's schedule, the work will be performed as soon as his schedule allows.

6.4 The buyer is obliged to pay all costs incurred by the seller as a result of a delay attributable to the buyer in the delivery time or execution period as mentioned in paragraph 3 of this article.

6.5 Exceeding the delivery time or execution period does not give the buyer any right to compensation or termination.

6.6 If delivery cannot take place within the delivery time or execution period, the seller is entitled to partial deliveries.

Article 7: Transfer of Risk

7.1 Delivery takes place Ex Works, at the seller's place of business, in accordance with Incoterms 2010. The risk of the goods transfers as soon as the seller has informed the buyer that the goods are at his disposal.

7.2 Notwithstanding the provisions of paragraph 1 of this article, the buyer and seller may agree that the seller will take care of transport. In that case, the risk of storage, loading, transport, and unloading lies with the buyer. The buyer may insure against these risks.

7.3 The buyer must immediately upon delivery inspect the goods for any deviations from what has been agreed.

Article 8: Price Change

The seller may pass on an increase in cost-price determining factors that has occurred after the conclusion of the agreement to the buyer.

Article 9: Force Majeure

9.1 The seller has the right to suspend the fulfillment of his obligations if he is temporarily prevented from fulfilling his obligations to the buyer due to force majeure.

9.2 Force majeure includes circumstances where suppliers, subcontractors of the seller, or transporters enlisted by the seller fail to meet their obligations on time, weather conditions, natural disasters, fire, power outages, telecommunications disruptions, terrorism, loss, theft, or loss of tools or materials, roadblocks, strikes or work stoppages, import or trade restrictions, and cybercrime.

9.3 The seller is no longer entitled to suspend if the temporary impossibility of performance lasts more than three months. Either party may terminate the agreement immediately at the end of this period, but only for that part of the obligations that have not yet been fulfilled.

9.4 If there is force majeure and performance becomes permanently impossible or is, either party is entitled to terminate the agreement immediately for that part of the obligations that have not yet been fulfilled.

9.5 Parties shall have no right to compensation for damage suffered or to be suffered as a result of suspension or termination under this article.

Article 10: Liability

10.1 The seller's obligation to compensate for damages on any legal basis is limited to a maximum of 15% of the total contract sum (excluding VAT). If the agreement consists of parts or partial deliveries, the obligation to compensate is limited to a maximum of 15% (excluding VAT) of the contract sum for that part or partial delivery that caused the damage.

10.2 The following shall not be eligible for compensation:
a. Consequential damage and indirect damage. This includes stagnation damage, fines, loss of production, lost profit, transport costs, and travel and accommodation costs. The buyer may insure against this damage if possible;
b. Care damage. Care damage includes damage inflicted during the execution of the work to goods being worked on or to goods in the vicinity of the location where the work is being done. The buyer may, if desired, insure against this damage;
c. Costs of disassembly and assembly;
d. Damage caused by intent or willful recklessness of assistants or non-supervisory subordinates of the seller.

10.3 The seller is not liable for damage to materials provided by or on behalf of the buyer due to defective processing by the seller.

10.4 The buyer indemnifies the seller against all claims from third parties due to liability resulting from a defect in a product supplied by the buyer to a third party that (partly) consists of products and/or materials supplied by the seller. The buyer is obliged to compensate all damages suffered by the seller in this regard, including the full defense costs.

10.5 The provisions of this article do not apply if the damage was caused by intent or willful recklessness of the seller's management.

Article 11: Warranty and Other Claims

11.1 Unless otherwise agreed in writing, the seller warrants for a period of twelve months after delivery for the proper execution of the agreed performance. If a different warranty period has been agreed, the other provisions of this article shall also apply.

11.2 If the agreed performance has not been properly executed, the seller will choose whether to perform it properly or credit the buyer for a proportional part of the invoice. If the seller chooses to perform the service properly, he will do so within a reasonable time.

11.3 Components or materials repaired or replaced by the seller must be sent back to him by and at the buyer’s expense upon the seller's first request.

11.4 The buyer must provide the seller with the opportunity to remedy any defect in all cases.

11.5 The buyer can only invoke the warranty after he has fulfilled all his obligations to the seller.

11.6 a. No warranty is given if defects result from:
- normal wear and tear;
– improper use;
– maintenance not or incorrectly performed;
– installation, assembly, modification, or repair by the buyer or third parties;
– defects in or unsuitability of goods from or prescribed by the buyer;
– defects in or unsuitability of materials or tools used by the buyer.
b. No warranty is provided on:
– delivered goods that were not new at the time of delivery;
– parts for which a manufacturer’s warranty has been granted.

11.7 The provisions in paragraphs 2 to 6 of this article apply similarly in the event of any claims by the buyer based on breach of contract, non-conformity, or any other basis.

Article 12: Transfer and Pledge

The buyer may not transfer or pledge rights or obligations arising from any article in these general terms or the underlying agreement(s) without prior written consent from the seller. This clause also has property law effects.

Article 13: Complaint Obligation

13.1 The buyer can no longer rely on a defect in the performance if he has not complained about it in writing to the seller within fourteen days after he discovered the defect or should reasonably have discovered it.

13.2 The buyer must submit complaints regarding the accuracy of an invoice, under penalty of forfeiture of all rights, in writing to the seller within the payment term. If the payment term exceeds thirty days, the buyer must complain in writing to the seller no later than thirty days after the invoice date.

13.3 Any legal claims from the buyer must be made, under penalty of forfeiture of all rights, no later than one year after the buyer has timely complained to the seller.

Article 14: Non-taken Goods

14.1 The buyer must provide all necessary assistance free of charge to enable the seller to deliver the goods that are the subject of the agreement.

14.2 The buyer is obliged to take delivery of the goods at the agreed location after the delivery time and/or execution period.

14.3 Non-taken goods will be stored at the buyer's expense and risk. The buyer cannot suspend payment of the storage costs because delivery has not yet taken place.
14.4 In the event of violation of the provisions of paragraphs 1 and/or 2 of this article, the buyer owes the seller a penalty of € 250,- per day with a maximum of € 25,000,-. This penalty may be claimed in addition to damages based on the law.

Article 15: Payment

15.1 Payment shall be made at the seller’s place of business or to an account designated by the seller.

15.2 Unless otherwise agreed, payment shall take place within thirty days of the invoice date.

15.3 If the buyer fails to fulfill his payment obligation, he shall be required to comply with a request from the seller for payment notification instead of payment of the agreed monetary amount.

15.4 The buyer's right to set off his claims against the seller or to suspend is excluded unless the seller is declared bankrupt.

15.5 Notwithstanding whether the seller has fully performed the agreed service, everything that the buyer owes or will owe to him under the agreement shall be immediately claimable if:
a. a payment term has been exceeded;
b. the bankruptcy or the surcease of payment of the buyer has been requested;
c. seizure of goods or claims of the buyer is made;
d. the buyer (corporation) is dissolved or liquidated;
e. the buyer (natural person) requests to be admitted to statutory debt restructuring, is placed under guardianship or has passed away;
f. the buyer also fails to fulfill his obligations arising from article 14 after a written reminder has been given, allowing him a reasonable period for compliance.

15.6 If payment has not taken place within the agreed payment term, the buyer owes the seller interest immediately. The interest rate is 12% per year but is equal to the statutory commercial interest rate if this is higher. When calculating interest, a part of the month shall be considered as a full month.

15.7 The seller is entitled to offset his debts to the buyer with claims from companies affiliated with the seller against the buyer. In addition, the seller is entitled to offset his claims against the buyer with debts of companies affiliated with the seller to the buyer. Furthermore, the seller is entitled to offset his debts to the buyer with claims against companies affiliated with the buyer. Affiliated companies are understood to mean companies that belong to the same group within the meaning of Article 2:24b of the Dutch Civil Code and a participation within the meaning of Article 2:24c of the Dutch Civil Code.

15.8 If payment has not been made within the agreed payment term, the buyer owes the seller all extrajudicial costs, with a minimum of
€ 150,-. These costs are calculated based on the following table (principal amount incl. interest): over the first € 3,000,- 15%
over the excess up to € 6,000,- 10%
over the excess up to € 15,000,- 8%
over the excess up to € 60,000,- 5% over the excess from € 60,000,- 3%

The actually incurred extrajudicial costs are due if these are higher than follows from the above calculation.

15.9 If the seller is vindicated in a judicial procedure, all costs incurred in relation to this procedure shall be borne by the buyer.

Article 16: Securities

16.1 Notwithstanding the agreed payment terms, the buyer is obliged to provide sufficient security for payment at the first request of the seller. If the buyer does not comply within the set period, he is immediately in default. The seller then has the right to terminate the agreement and recover his damages from the buyer.

16.2 The seller remains the owner of delivered goods as long as the buyer:
a. has not fulfilled his obligations under this or other agreements;
b. has not fulfilled claims arising from the non-performance of the aforementioned agreements, such as damages, fines, interest, and costs.

16.3 As long as a retention of title rests on delivered goods, the buyer may not encumber or transfer these outside of his normal business operations. Furthermore, the buyer is obliged to keep the goods supplied by the seller separate and recognizable as the property of the seller and to insure them at his own expense against usual risks, such as but not limited to loss, embezzlement, disappearance, theft, alienation, damage, and total or partial destruction.

16.4 After the seller has invoked his retention of title, he may retrieve the delivered goods. The buyer will provide all cooperation in this regard.

16.5 The seller has a lien on all goods he has or will receive for any reason and for all claims he has or may have against anyone demanding such release.

Article 17: Interim Termination of the Agreement

17.1 The seller is entitled to terminate the agreement with the buyer immediately, without judicial intervention being required, if:
a. a situation as referred to in article 15 paragraph 5 under a to f occurs;
a. the buyer, after a written reminder has been given, allowing him a reasonable period for compliance, does not fulfill one or more of his obligations;
b. the ownership or management structure of the buyer undergoes substantial changes;
c. the seller reasonably suspects that the goods are directly or indirectly intended for any country for which a sanction is in force according to UN or EU regulations, without having obtained an exemption or permit from an authorized authority.

17.2 The buyer has no right to any compensation from the seller upon termination of the agreement as referred to in paragraph 1 of this article.

Article 18: Applicable Law and Competent Court

18.1 Belgian law applies. The Vienna Sales Convention (C.I.S.G.) is not applicable, nor are any other international regulations from which exclusion is permitted.

18.2 Only the Belgian civil court competent in the seller's place of business shall take cognizance of disputes, unless this is contrary to mandatory law. The seller may deviate from this jurisdiction rule and apply the statutory jurisdiction rules.

18.3 If these general terms and conditions have been drawn up in a language other than Dutch, the Dutch text shall always prevail in the event of discrepancies.