Sales conditions

1. All our offers are without commitment.


2. Verbal offers will only be binding for the Company after a written confirmation. Sizes and dimensions given to us over the phone, will require written confirmation within 24 hours, failing which unspecified dimensions can be charged nevertheless. Works and dimensions not explicitly specified on the offer or on the order confirmation will be charged extra.
3. Works carried out outside normal working hours will be charged to the buyer.
4. All taxes freight and other expenses will always be chargeable to the buyer.
5. As far as no prior agreement exists between parties about price and quantity, the goods will be invoiced at the prices valid at the moment of delivery. Pricelists are available purely for information and do not entail any obligation whatsoever on our part.
6. Orders are accepted under reservation of all cases of Act of God. We consider the following events to be cases of Act of God: total of partials strikes, look-outs, accidents, lack of transportation, wars, mobilization, illness of our staff. This list is unrestricted. The unexpected expenses caused of Act of God, as described above, will be will be chargeable to the buyer.
7. Our responsibility, in the event of faulty processing, is restricted to the value of the delivered product and to the earliest possible delivery of new product. Faulty processed products are to be returned to Vergalle, in the case of commissioned finishing of material, our responsibility in the event of faulty processing is restricted to the value of the commissioned work and to the earliest possible processing of new bobbins supplied by the customer.
8. The delivery dates and terms are quoted purely for information. The non-respect of a delivery date will under no circumstances commit the Company’s responsibility nor will it allow for compensations of cancellations. We shall however do everything possible to respect the terms of delivery quoted on the order confirmations.
9. Our invoices are payable at Oudenaarde in Euro.
10. Unless otherwise stated and accepted by the Company all our invoices are due at thirty days end of the month. Disputes or complains, although justified, will not suspend the obligation to pay Cash payments will be allowed only after prior notice.
11. Any amount unpaid on the due date shall automatically and without prior notice attract interest at a rate 2% above the Belgian legal interest rate with e minor interest of 12%.
12. The Company reserves the right to increase by 10% the amount of any invoice unpaid on the due date. The minimum amount of any such increase shall be 24,79 Euro and the maximum will be 1859,20 Euro. This increase will be payable without any prior notice.
13. Should an invoice remain unpaid on the due date, all invoices shall immediately become due for payment, regardless of their original date of maturity.
14. Should the buyer fail to honour his engagements, the Company may consider the contract cancelled and a letter send by recorded delivery by the Company to the buyer shall be evidence of the Company’s exercise of this right. Such action shall not in any way limit or prejudice the Company’s exercise of this right. Such action shall not in any way limit or prejudice the Company’s other rights.
15. The conditions of this contract shall not be modified in any way by the drawing or acceptance of a bill of exchange or by any other arrangement, nor shall any such act constitute a novation.
16. If in the opinion of the Company there is a deterioration in the creditworthiness of the buyer on account of measures of judicial execution against the buyer and/or other negative demonstrable events, the Company reserves the right to suspend all or part of any contracts in operation and to ask the buyer to provide such guarantees as the Company may deem proper to ensure the full performance by the buyer of his engagements under the contract. Such request may be made before or after the delivery of all part or any order. Should the buyer fail to meet any reasonable demand for such a guarantee, the Company shall have the right to cancel all or part of any contracts in operation. Such action shall not in any way limit or prejudice the Company’s other rights for damages and interests.
17. It is expressly agreed between the parties that all goods belonging to the customer which shall at any time be in the warehouses or workshops of the Company, shall be subject to a lien in the favour of the Company to guarantee the payment of the charges of the Company for the transformation of the customer’s goods, including any goods which may already have been returned to the customer. Goods which are subsequently delivered to the Company by the customer for transformation shall be deemed to replace goods already transformed and delivered to the customer. All goods delivered to the Company by the customer for transformation shall deemed to constitute and indivisible whole notwithstanding the fact that the good may be transformed in successive batches.
18. Unit payment in full to the Company for the goods the goods shall remain the property of the seller. Notwithstanding the foregoing, the risk in the goods and all liability to third parties in respect thereof shall pass to the buyer on delivery. The buyer shall be entitled to transform the goods or to incorporate them in a new product or products. In that case the seller reserves to herself the legal and equitable title to the final product or products into which the goods are incorporated or mixed. The buyer shall store the final products reparately and property of these products shall remain with the Company until full payment will have been made to the Company for the goods. The buyer may sell the goods in the normal course of its business but on condition that the buyer, in a fiduciary capacity as bailee of the goods, and for so long as he has not fully discharged his debt to the seller, shall hold and pursue claims for the proceeds of their sale equal to the price of the goods for and on behalf of the seller. The buyer shall if so required by the Company, allow the Company to conduct in the buyer’s name legal proceedings in respect of the monies due on the sale of the goods. Any sums recovered by the Company as a result to such proceedings (including sums accepted by the Company in settlement thereof whether or not equal to the sums claimed) shall be applied to the payment of the monies due to the Company form the buyer and then to the reasonable costs incurred by the Company in the course of such proceedings. Any balance remaining shall be paid to the buyer. Prior to the sale of the goods, the buyer shall, so far as reasonable practicable, store the goods separately from similar goods of the buyer, mark the goods as the property of the Company and shall nor remove, obliterate or in any manner after, any label, mark or other means the seller may have of identifying the goods.
19. Transportation of our products will be at the responsibility of the buyer, even when they are delivered franco domicile.
20. In order to valid, complaints must be filled within five days after receipt of the goods.
21. Disputed arising out of this contract, shall be referred to the Court of Oudenaarde or at the Company’s discretion, to the Courts having jurisdiction at the buyer’s domicile.
22. We do not assume any responsibility in case of white rust caused by lorries leaving our warehouses without canvas.
23. Above General Terms of Sale are considered to be accepted by the customer, although they are conflicting with their own general of specific trading terms. The company will not be committed by latter trading terms unless they have been explicitly accepted by us. The mere fact that we do not reject them, can under no circumstances to be regarded to be a tacit agreement.