Art.1. GENERAL

The customer is the purchaser and the seller is any natural or legal person who has assumed the responsibility for the execution of a purchase order.
Subject to any other written provisions which have been accepted by the buyer, all present and future contracts will be governed by these general conditions, with the explicit exclusion of any conditions to the contrary of the seller. The acceptance of a delivery does not signify acceptance of the conditions of sale of the supplier. In the event of any contradiction, the order of precedence is as follows: the special conditions of the order, the conditions of purchase, the request for proposal, and the offer.

Art.2. PURCHASE ORDERS

Oral or telephone orders must always be confirmed by means of a signed order.
In the absence of a signed order, any oral or Telephone order will be deemed non-existing.
The seller will need to confirm acceptance of the purchase order within 5 business days. Any purchase order that is not accepted within said term may be cancelled by the purchaser, without any form of compensation.
In the order confirmation, the seller will need to mention any and all remarks with regard to the purchase order concerned. On the basis of these remarks, the purchaser will still have to cancel the order in writing within 5 business days, without any compensation being due (the aforesaid term can be extended by the closing periods of the company).
Any modification to these present conditions of purchase shall only be valid with the written and explicit approval of the purchaser.

Art. 3. PRICE

Subject to any other written conditions, all duties and costs (transport, packaging, etc.) shall be borne by the seller. Any packaging will be deemed to have been acquired by the purchaser, without the seller being entitled to reclaim its value.

Art.4. DELIVERY / TRANSFER OF RISK

Regardless of the origin of the articles or of the conditions of sale, the deliveries shall take place in the factories or warehouses of the purchaser, or on another location indicated by the latter. No deliveries will be accepted outside the hours of delivery as indicated by the purchaser, nor on Saturdays, Sundays or Holidays.
The transfer of risk takes places as soon as the seller has fulfilled his obligation to deliver. The signature of a person in charge of the purchaser constitutes the sole proof of delivery, but does however not signify approval of the materials delivered. Within short notice, the purchaser will need to inform the seller of any visible defects, while the seller will continue to be liable for any hidden defects, pursuant to the provisions of the Civil Code.
The ownership is transferred upon delivery of the materials or goods supplied. Any clause postponing the transfer of ownership or containing any reservations with regard to this transfer of ownership is not valid vis-à-vis the purchaser. The unilateral insertion of a reservation of ownership clause in the general terms and conditions or in any other document of the supplier has no legal effect with regard to the purchaser and will only be legally valid vis-à-vis the purchaser following the written consent of the latter.

Art.5. SHIPMENTS

Any shipment must be preceded by a notice of shipment containing the following information:
a) the purchase order reference
b) a complete description of the articles
c) a numbered packing list of the parcels
d) gross and net weight of each parcel
A copy of this notice of shipment must be joined to the shipped goods.
Each parcel must mention the purchase order number, as well as the gross weight.
All packaging costs will be borne by the supplier. The packaging must be adapted to the transport conditions and must comply with the current legal requirements. The type of packaging must avoid any kind of damage during transport or intermediary handling.
The purchaser reserves the right to return any goods not accompanied by these documents at the charge and risk of the seller and to charge to the seller any expenses and charges incurred (storage, transport, unpacking, repacking, loss of time, etc.) caused by the lack of information at the time of arrival of the goods.
Any complete or partial shipment must be carried out according to the guidelines of the purchase order. Any additional costs arising from the failure to observe these guidelines will be invoiced to the seller.

Art.6. TERM OF DELIVERY

Only the delivery term as indicated on the purchase order shall apply. Any such delivery terms shall only be deemed met if the delivery takes place at the location designated by the purchaser. Any advancing or delay must be submitted for approval to the purchaser, whereby only a written approval by the purchaser shall be valid.
The purchaser has the right to cancel a purchase order if said order is not delivered within the term set by the purchaser, by means of a written notification and without notice of default or any other formalities, and without any entitlement on the part of the seller to claim any compensation. Any exceeding of the delivery term constitutes an adequate condition for the purchaser to proceed to an extrajudicial cancellation of the purchase order.
In such event, the purchaser will place his purchase order with another supplier and will inform the seller of this by means of a simple notification. This new order is at the account and risk of the seller, which also applies to the articles which are the subject o the purchase order, and whereby the seller will also need to indemnify the purchaser for all direct and indirect damage resulting from this cancellation.

Art.7. ACCEPTANCE AND INSPECTION

The acceptance of the delivered goods shall take place after inspection in the warehouses or offices of the purchaser or at the designated location of delivery.
The purchaser is entitled to reject any delivery that is not conform to the purchase order. Non-approval of the goods must be notified to the seller within 30 days.
This more particularly concerns the visible defects that are identified either at the time of delivery or after inspection in the warehouses. For the hidden defects, reference is made to the provisions of the Civil Code. In the event of a non-conform delivery, the purchaser reserves the right to replace the goods concerned at the expense and at the risk of the seller.
The seller will also need to compensate any damage incurred as a result of such incorrect delivery.
Any administrative costs of the buyer may be invoiced to the seller.

Art. 8. CANCELLATION

Without prejudice to the abovementioned purchase order cancellation, the purchaser shall, completely or in part , cancel the purchase order in case the purchaser is seeking an amicable settlement with his creditors, either within the context of the application of the law on the continuity of enterprises or in the event of a declaration of bankruptcy of the company.
This cancellation will be done by means of a simple registered letter, without any other form of notice of default or any other formalities.

Art. 9. PAYMENT

Following delivery, the seller will create an invoice (in three copies) for each shipment and for each order. These invoices must be sent to the supplier accounting department of the purchaser. Save otherwise stated in the order, the purchaser shall pay by cheque, by bank draft or by bank transfer within 60 days from the end of the month of invoice receipt. The purchaser is entitled to set off payments against any outstanding amounts due by the seller as a result of invoiced costs. The purchaser shall not be entitled to claim any compensation in the event of late payment by the purchaser due to any of the circumstances listed in Art. 15.

Art. 10. LIABILITY

De supplier shall compensate any and all damage caused by him or by his servants as a result of, or during, the execution of the purchase order. The suppler shall indemnify the purchaser against any and all claims from third parties.

Art. 11. GUARANTEE

All goods delivered by the supplier are covered by the warranty against design faults and construction defects and/or any other shortcoming. Any partial or complete delivery showing defects shall be replaced without any extra cost for the purchaser. All costs resulting from the delivery of defective goods shall be invoiced to the seller.
In the event of any damage, the seller shall indemnify the purchaser. In case of a serious defect, the purchaser may, at his own option, either request a price adjustment or consider the agreement to be dissolved by force of law, without prior notice of default being required.

Art. 12. CONFIDENTIALITY

All models, work materials, plans and other technical documents supplied by the purchaser to the seller shall remain the sole property of the purchaser and were only made available to the seller under the condition of confidentiality.
The seller upholds not to transmit this information to third parties, with the exception of sub-contractors who have been approved of in writing by the purchaser. The seller shall only use this information for the purpose of the execution and realization of the goods ordered by the purchaser.
Except for cases where the plans or models have been supplied by the purchaser, the seller shall be responsible for the compliance of the goods with any laws regarding licenses, patents, brands, authors or industrial property.
At the request of the purchaser, the supplier shall immediately return any written information and any documents or plans that were created, including any copies thereof, and under any form whatsoever.
The supplier shall indemnify the purchaser against any and all damage resulting from proven or alleged violations by the supplied goods with regard to industrial or intellectual property rights.

Art. 13. PUBLICITY

Save with the express written consent of the purchaser, the supplier may not use the brand name or the name of the purchaser for publicity purposes of whatever nature, nor for any other purpose.

Art. 14. NULLITY

In the event of nullity of a provision of these terms and conditions, this shall not result in the nullity of the other provisions. In any such case, the parties will consult with each other in order to have the void provision replaced by a new provision which most closely adheres to the original meaning of the provision in question.

Art. 15. DISCHARGING CIRCUMSTANCES

The following shall be considered a discharging circumstance: all circumstances arising beyond the control of either party to the agreement, and which may impede the execution thereof: labour disputes, fires, mobilization, embargoes and any other unforeseen events that may, directly or indirectly, result in a delay or non-execution of the agreement. The party invoking any of these circumstances must immediately notify the other party of this.
The occurrence of any of these events shall discharge the purchaser and the seller from their liability, and any costs already incurred by these parties shall be borne by the parties themselves.

Art. 16. JURISDICTION

All disputes shall be settled by the courts of Oudenaarde.

Art. 17. APPLICABLE LAW

All present and future orders shall exclusively be governed by Belgian law.

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.