GENERAL TERMS AND CONDITIONS OF SALE
1. Offers and orders
Our offers are valid for 3 months unless agreed otherwise. Our offers are non-binding. An agreement is only concluded and orders are final only after a written order confirmation signed by an authorised person as listed under 'offers and order confirmation' on our website www.gaasch.be.
2. Prices
Our prices are quoted in euro and are exclusive of V.A.T. Each increase in the V.A.T. rate or of another tax of whatever kind between the time of the order and its execution shall be for the expense of the buyer. In the case of an increase in prices by our factories and/or suppliers or due to changes in exchange rates, we retain the right to implement these increases at any time on orders or parts of orders not yet executed. Our rates take into account breakage during transport of up to 2% of the quantity delivered. This percentage constitutes an indemnified tranche, thus no account shall be taken of it in an investigation of possible claims due to breakage during transport. By way of guarantee, materials delivered together with the order, which remain the property of the NV GAASCH PACKAGING, are charged and invoiced together with the delivered materials. These materials will be credited upon their return in perfect condition to NV GAASCH PACKAGING within 24 months after delivery. In the absence of a proper return within 24 months, return will no longer be accepted and the invoiced guarantee not credited. The credit note will be issued after a counting of the materials and control of their quality.
3. Delivery - liability
3.1. We reserve the usual freedoms concerning number, status, weight, colours, content, dimensions, samples, packaging, destruction, etc… Deviations in produced or delivered volumes up to 10% (above or below) shall be accepted by the customer. Since the nature of the goods to be packaged is unknown to us, we are not responsible for the compatibility of these goods with the delivered packaging. We are not liable for any damage that might be caused because the provided materials would not be suitable based on the drawings, plans and specifications provided to us by the customer, nor in the case of incorrect handling or use, alteration, inappropriate storage, negligence or normal wear and tear. From delivery, the buyer bears all risks relating to the sold goods, in particular transport risks, even if we are handling these services or they are provided at our request. 3.2. Unless expressly agreed otherwise, specified delivery times are indicative and not binding. Our liability for non-execution or defective execution of orders may only be invoked in cases of serious error on our part. The buyer must submit evidence of such. Ordered goods may always be delivered by us before the specified indicative delivery date. 3.3. If the agreement cannot be reasonably executed or executed on time due to chance or force majeure, we reserve the right, at our discretion, to cancel the order or to extend the delivery period in proportion to the duration of the impediment in question. The words ‘chance or force majeure’ must be understood in their broadest sense, including war conditions between foreign powers. 3.4. Any delay in delivery caused by the buyer gives us the right to extend the stipulated deadlines or to terminate the sales agreement for the remaining quantities to be delivered, or to make them available and thus store them at the expense and risk of the buyer.
4. Acceptance
Delivered goods shall be deemed accepted by the buyer five calendar days after delivery, unless a precise and detailed complaint reaches us within the aforementioned period by registered letter, accompanied by the documents provided during delivery and the identification labels for these goods. Acceptance covers all apparent defects, i.e. all defects that the buyer at the moment of the delivery or during the following five calendar days could have noted with an attentive and serious inspection, in particular defects concerning the functioning and the characteristic features of the goods.
5. Payment
5.1. Our invoices are and remain payable to our cashier at Mollem (registered office) no later than [30] days after the invoice date. These payment conditions can cause no novation. We always reserve the right to demand payment elsewhere. Any non-payment of an invoice by the due date makes the invoices open at that moment in the name of the same buyer due and payable. In the case of non-payment of an invoice, we reserve the right to fully or partially cancel ongoing orders or to suspend their execution. We reserve the same rights in the event that the buyer's credit is impaired, namely if it were to suspend payments, be placed in liquidation, be involved in reorganisation proceedings or become the object of executive or precautionary measures, or if a security it depends on is protested. 5.2. If an invoice is not paid by its due date, interest shall be payable automatically and without notice of default, calculated in accordance with the Act of 2 August 2002 on combating late payment. For accounts payable in cash, this interest penalty is due from the invoice date. 5.3. If the invoice remains unpaid on its due date, it is expressly agreed between the parties that, by way of damages, the invoice amount or the unpaid balance will be increased by 20%, with a minimum of EUR 150. By accepting the invoices, the buyer agrees with this provision, and to all other terms and conditions specified thereon. 5.4. Orders that are not collected by the customer or that cannot be delivered by the delivery date specified on the order confirmation or after 12 months after the order, will be invoiced without prior notice of default. From that moment, the goods will be stored at the expense and risk of the buyer for an additional maximum period of 12 months, after which the ordered goods will be destroyed at the buyer's expense.
6. Retention of title
The delivered goods remain our property until full payment of the price and the additional services, even if they have been modified, incorporated or filled. The costs for designing, modifying or maintaining models or production processes specific to the customer shall be borne by the customer. However, payment of these costs by the customer shall not preclude these designs, materials or processes remaining our exclusive property, and this payment gives the customer no right or entitlement thereto.
7. Limited liability
After delivery, we only accept the liability described in article 4, and we are not obliged to pay any compensation, for example, for human injury or any other damage resulting directly or indirectly from the goods sold. In the case of delivery of goods produced by third parties that are sold by us, we provide no additional guarantee above that of this manufacturer. Our maximum potential liability is limited at all times to the replacement of the goods covered by the agreement, or the value thereof.
8. Rescission of the sale
We are entitled to rescind the sale by simple registered notice to the buyer if the latter does not fulfil one of its contractual obligations. Especially if it fails to pay an invoice within the period foreseen in article 5.1., or if it appears that it will not or probably not fulfil one of its obligations, even if this obligation is not yet demandable. In the case of rescission of the sale pursuant to the first paragraph, the buyer shall owe compensation of 30%.
9. General terms and conditions
Only the present general terms and conditions apply to the sales of our products, to the exclusion of any other general terms and conditions or conflicting stipulations, unless they have been explicitly accepted by us in writing.
10. Competence
This Agreement is governed by Belgian law. Only the courts of the territorial jurisdiction of Brussels are competent, without prejudice to our right to sue before the courts of the place of the buyer's residence.