Formation of the contract
All our sales are governed by the present general conditions, to the exclusion of the purchaser's general or particular conditons.
Before ordering anything, the purchaser must read the present conditions and the simple fact of ordering will indicate his acceptance of these general conditions.
Our offers remain valid for one month unless stipulated otherwise in writing in our particular condition.
After expiration of this validity period, our offers shall only remain binding if reconfirmed by us in writing at the time of or following the purchaser's order.
- We are bound by an order only in as far as we have accepted it in writing , issuing an order confirmation.
- The purchaser shall be responsible to obtain any necessary import permits and/or licences. In case he should fail to obtain said permits within the delay required by us in order to deliver the equipment on the dates as stipulated of articleH, without possibility to appeal to the authorities on behalf of the purchaser, should the case arise.
- Any technical information appearing on our offers and supplied by the manufacturer or user (especially as regards dimensions, weight, capacity, performances, etc. ) are communicated to the best of our knowledge and are to be regarded as approximative indications.
- In case of a sale of second hand machinery, the supply of technical specifications, electrical diagrams, drawings or any other technical documents will depend on the manufacturer or user delivering said documents.
- All our sales are governed by the present general conditions, to the exclusion of the purchaser's general or particular conditons.
- Unless stipulated otherwise in writing in our particular conditions, our prices are meant for delivery "Ex Works" in our establishments at Liège (Inconterms 1990). Any costs for transport, packaging, insurance and customs, as well as all costs for implort, taxes and charges of what-ever nature are to the purchaser's account.
- Unless stipulated in writing in our particular conditions, our prices are given in euros.
- In case the purchaser should request the agreed price in euros to be invoiced or paid in foreign currency, we reserve the right to revise our price in case of change in foreign exchange rates between the date of the order and the exact date of payment.
Delivery - Property transfer - Risks
- Our deliveries are meant "Ex Works" in our establishments at Liège (Incoterms 1990).
- The equipment, including accessories, shall remain our sole property until complete payment of the price, even in case said equipment should be tranformed or integrated into other goods. As long as the property transfer has not taken place, the purchaser cannot dipose of the property, not even indirectly, especially with regard to pawning said equipment in whatever form.
- The purchaser shall bear all risks subsequent to the equipment delivery and especially those risks related to its transport, even in case we should take care of or organize said transport.
- We have the full right to modify the technical specification of any of our machines without obligation to notify the customer in advance as long as these modifications are made in order to improve the machine efficiency and never to the detriment of the machine performances. These modifications can never result in an increase of price of the machine unless otherwise agreed in writing by the customer.
- Unless a written and explicit guarantee has been stipulate din our particular conditions, our delivery terms are to be regarded as approximtive indications and we cannot be held responsible for any delivery overdue, unless said late delivery should directly and exclusively be due to a serious mistake on our part.
- In case the purchaser should not accept the delivery of equipment within a period of one month as from the day we have informed him in writing that the equipment is at his disposal, we will have the right to cancel the sale in compliance with the stipulations of article H.
Assembling and after-sales service
- In case our particular conditions include assembling and commissioning the machines at a fixed price, we will also invoice the purchaser any supplementary expenses not to our account, whatever the cause for said expenses might be, as a supplement to the agreed price.
Acceptance - Complaints - Warranty
- The purchaser will send a representative to our establishments in order to check the equipment before forwarding. Except for precise reserves made in the acceptance protocol or detailed complaints sent to us by registered mail with-in three days following said inspection, the equipment will be considered accepted by the purchaser. Said acceptance will cover any defects which the purchaser could have found when carrying out a careful and serious inspection and especially those defects regarding type of equipment, features, state and operating capacity.
- In case the purchaser should find a defect which could not have been detected during the inspection described in paragraph 1, he can only appeal provided he has sent us precise and detailed information by registered mail within 15 days after reciving the equiment at its destination.
We can only be held reponsible for equipment defects provided that:
- The defect is thus serious, that the equipment can no longer be used for the purpose such equipment type is normally used for or for the specifc purpose communicated to us before concluding the sale;
- The equipment has been assembled and installed under normal condition, it being understood that we cannot be held responsible in case of imperfect or incomplete installation of the equipment and in as far as we have not carried out the installation ourselves;
- The equipment is being used under normal condition, it being understood that we cannot be held responsible in case the equipment is being used under abnormal or special conditions which have no explicitly been mentioned in our particular conditions, in case of insufficient maintenance or modifications whatsoever which might have been carried out without our preliminary approval.
- Our responsibility will be limited to repair or replace the equipment or the defective part at our option, to the exclusion of cancelling the sale or damage compensations.
- The purchaser will send the equipment or defective part to our establishments at his expense and risk, in order to have it repaired or replaced. We will take charge of expenses for transportation to our establishmnets and back to the purchaser in case the equipment or the part actually proves to be defective.Should the purchaser not return a replaced part within the month after it has been replaced, we will have the right to invoice him the value of said part.
- When the delivered equipment is secondhand, we will not be made responsible for any damages besides the ones which will be described in our particular conditions of sale.
Are to be excluded from the guarantee :
- The faulty running of the machines which is coming from a normal wear of the products, particularly from wear parts and/or from an improper use related to the utilization of the product, from a negligence or from an incorrect maintenance on the part of the user.
- The faulty running coming from causes of wear due to the result of circumstances for which the machine cannot be held responsible (theft, blow, flood, transport, etc.)
- The consumables (which deteriorate or get normally damaged during their use)
- The invoices are payble in cash at our company's offices or into one of our bank accounts.
- Unless stipulated otherwise in our particular condition, payment will be carried out by an irrevocable documentary credit, confirmed by our bank, to be paid at the bank, to be paid at the bank's cash desk or by a bill of exchange endorsed by said bank.
- Any expenses regarding bills of exchange within the purchaser, complete payment of all sums due by the purchaser will be immediately claimable.
- Any overdue sum will legally and without prior notice induce a delay interest of 1,25 % per month. Among others, said sum will be legally increased without prior notice with a fixed indemnity of 15 % of the unpaid amount for contractual damages.
Cancelling of sale
We have the full right to cancel the sale by simple notification sent by registered mail in case the purchaser fails to comply with one of his contractual obligations, and in particular in the following cases:
- in case the purchaser should not accept delivery of the equipment within one month as from the day we have informed him the goods are at his disposal;
- in case the purchaser should fail to pay;
- in case the documentary credit should not be opened within one month following the order confirmation;
- in case of overdue payment.
- in case it turns out that the purchaser shall not be or is not likely to comply with his major obligations, and even before this obligation is due, in particular in case of his decreasing credit.
- In case the sale should be cancelled in application of the aforementioned paragraph, the purchaser will be obliged to pay us a contractually fixed damage compensation of 25 % of the sales price without prejudice to our right to the case, the sums already paid will be attributed to the damage compensation.
- In case the sale should be cancelled in application of the aforementioned paragraphs the purchaser will grant us permission to take back the delivered equipment, wherever his might be, without possibiity to undertake preliminary legal actions.
- We have the full right to cancel the sale by simple notification sent by registered mail in case the purchaser fails to comply with one of his contractual obligations, and in particular in the following cases:
Exemption from liability
- We will not be held liable for not complying with any of our contractual obligations should said non-compliance be due to an event beyond our will and for which we could not reasonably be expected to have taken into consideration at the moment of concluding the contract, or to have prevented or surmounted such an event, even if it should not completely hinder us from complying with our contractual obligations, but only render them more difficult or more expensive.
Grounds for the exemption from liability as mentioned in the present clause will exempt us from paying any damage compensation and any other contractual penalty. Moreover, the execution term will be suspended for a reasonable period of time and will also exclude the purchaser's right to terminate or cancel the sale.
In case the grounds for exemption should exceed said reasonable period of time, the contract shall legally be terminated and we shall be freed from our contractual obligations.
- Only the Courts of Barcelona (Spain) will be competent with regard to any disputes, directly or indirectly related to our relation with the purchaser.
- Payment by bill of exchange or any other settlement procedure cannot be regarded as a substitution or a derogation from this competence clause.
Our relations with the purchaser will be governed by the Spanish law, and in case the purchaser's establishment is situated outside the Spanish territory, they will be governed in particular by the stipulations of the convention of the Hague dates 1 st July 1964 regarding the uniform law on international sale of mobile corporeal goods.