GENERAL SALE TERMS

 

1. All orders must be confirmed by the firm. Copy-orders delivered by agents are provisional and subject to confirmation on this form which is the only one binding.

2. Delay in delivery not exceeding four weeks cannot be a reason for cancellation except when a definite cancellation-date has been agreed to. Date of delivery is being understood as the date of departure of goods from factory.

3. Goods within the following margins of variation will be considered as being correct to specifications :
          A. Number of threads: 5 percent
         B. Width and length: 3 percent
         C. Weight: 5 percent

4. Quantities delivered against orders requiring special make (i.e. not of stock-lines) either with insertion of names or not, may be from 10 percent less to 10 percent over the quantities ordered.

5. All prices confirmed are firm definite. No prices are subject to drop or rise according to market-prices at time of delivery, unless otherwise specified.

6. The goods are sent for account and at risk of the buyer since the factory, even when we pay or prepay the freight.

7. Insurance is covered by us only when we have written instructions to do so from the buyer.

8. Claims due to other reason than the hidden faults are null and void when they are not communicated within 8 days after arrival of goods or when the goods have been manipulated. When a complaint is accepted and solved with a compensation, the amount of the compensation will be limited to the market value of the goods.

9. Goods cannot be returned without the written permission of the seller. This permission includes by no means admission.

10. Clauses due to force majeur or accident suspend by right, the terms of execution of obligation of the persons concerned. Nevertheless, supplier as well as buyer have the right to annul the contract without any indemnification in case the prolongation involved brings along a delay of more than 60 days. The complementary delays, following upon this, will not be suspended when due to force majeure or accident.

11. When buyer does not execute this contract, or another contract, partly or completely, the seller can suspend by right and without summons the execution of his own obligations. Moreover, the supplier can in case the buyer does not meet betimes the obligations, partly or completely, at any time and without prejudice of his right of indemnification, consider the contract as unexisting partly or completely by sending a notice by registered post with acknowledgement. In that case, the buyer must immediately and at the latest 48 hours after receipt of the notice, put the identificable goods at the disposal of the seller.

12. All goods are payable in Lauwe unless otherwise specified. Deliveries are supposed to be done in Lauwe, even when the goods are to be dispatched to another address.

13. Sales payable in successive maturities. In case the buyer does not respect one of the maturities as agreed, the non payment will make all other maturities of the relevant invoice legally claimable and so will be all other outstanding payments of all other invoices, even if those payments did not come to maturity.

14. On the due date, all unpaid amounts are subject for a 12% per annum interest charge, without giving prior notice and without prejudice.

15. In case of total or partial non-payment on the due date, as a consequence of negligence or unwillingness, and following given notice without positive reaction, the outstanding balance will be increased by 12% with a minimum of 50 Eur and a maximum of 2500 Eur, according to conventional penalty clause and irrespective of interest, charges and eventual extra delay granted.

16. We reserve the right, during the execution of the order, to claim for special guarantees of payment, and in case same are not obtained, to take only disposal preserving our interests.

17. The issue of drafts or any other arrangements will not alter or renovate the conditions of the present contract.

18. The seller is entitled to submit any controversy, resulting from the present order, to any Belgian Court in this jurisdiction.

19. If there are indisputable due debts and receivables between seller and client, seller has the legal right to compensate.

TRANSFER OF PROPERTY (U.K.)
a. The title on the goods shall pass to the Buyer only when payment in full has been received by the Seller for all goods whatsoever supplied (and all services rendered) at any time by the Seller to the Buyer. The Buyer shall permit the servants or agents of the Seller to enter on to the Buyer's premises and repossess the goods at any time prior thereto.
b. As long as payment has not been effected the Buyer cannot sell pledge or offer goods as guarantee or collateral security.
c. Should the goods (or any of them) be converted into a new product, whether or not such conversion involves the admixture of any other goods or thing whatsoever and in whatever proportions, the conversion shall be deemed to have been effected on behalf of the Seller and the Seller shall have the full legal and beneficial ownership of the new products, but without accepting any liability whatsoever is respect of such converted goods in relation to any third party, and the Buyer hereby indemnifies the Seller in relation thereto.
d. In the case of non-payment at the due date and upon demand the Buyer must return forthwith to the Seller all merchandise unpaid for.