GENERAL SALES CONDITIONS
DERMUL BV
1. General
1.1. These general Terms and Conditions form an integral part of any agreement between the DERMUL BV and the co-contractor. By entering into an agreement with the DERMUL BV, the co-contractor declares to agree to these general Terms and Conditions.
1.2. Applicability of conditions used by the co-contractor is hereby excluded.
2. Order confirmation
2.1 An order confirmation is considered accepted and constitutes an agreement between the parties if it was not responded to by the co-contractor within 24 hours after the order confirmation has been sent to the latter.
Likewise, payment or acceptance of an advance invoice counts as an agreement and acceptance of the sales conditions.
2.2 When entering into an agreement, the co-contractor undertakes to purchase.
In case of refusal to purchase or cancellation of the order by the co-contractor after the conclusion of the agreement, the DERMUL BV can either demand the purchase and full payment of the order, or dissolve the agreement at the expense of the co-contractor by operation of law and without notice of default. In the latter case, the co-contractor owes a lump-sum, non-refundable compensation of 30% of the price of the order, without prejudice to all costs for administration and collection and with reservation to the DERMUL BV to claim compensation for any higher damage.
2.3 Changes to the agreement by the co-contractor may give rise to changes in the price and/or to the charging of a line price.
3. Price
3.1 Prices are, unless provided otherwise, to be exclusive of VAT and without delivery, transport and insurance costs.
3.2 Price increases of raw materials after entering into the agreement may lead to an adjustment of the sales price.
4. Delivery times
Delivery times are merely provided by way of information and are therefore not binding. Delay in execution can never give rise to a fine, price reduction, compensation or cancellation of the order and should not serve as a pretext for refusing or delaying the payment of the invoiced goods.
5. Control
The goods are sold as accepted and inspected at the registered office of the DERMUL BV. Upon delivery or collection, the co-contractor should have the non-conformity and visible defects noted on the delivery note.
Failing this, the goods are deemed to have been accepted as conforming and without visible defects.
Complaints with regard to hidden defects must, under penalty of forfeiture, be made in writing to DERMUL BV within five working days after the delivery and/or assembly of the ordered goods.
The co-contractor is not authorized by any complaint to postpone the payment or to change the modalities thereof.
6. Transfer of ownership
6.1. The delivered goods remain the property of DERMUL BV until full payment of principal, costs and interest. The DERMUL BV can unilaterally waive this retention of title.
6.2 The risk of damage to or destruction of goods passes to the co-contractor as soon as the goods leave the factory of the DERMUL BV, unless otherwise agreed.
7. Lien
In case of repair of damaged goods, the DERMUL BV has a lien on each of the repaired goods until full payment of the price, including interest and costs.
8. Payment
8.1 Invoices are payable in cash, unless otherwise agreed.
8.2. The amount of the invoice must be paid without discount. Discount and bank charges are borne by the contractor unless otherwise agreed.
8.3 In the event of non-payment, the price will be increased by a fixed non-deductible compensation of 10% (ten percent) with a minimum of € 50.00 per invoice.
In addition, any unpaid invoice will carry an interest of 1% (one percent) per month started, by operation of law and without notice of default.
8.4 Non-payment on the due date of a single invoice will make the outstanding balance of all other invoices, even those that have not yet expired, immediately due and payable by operation of law.
In case of non-payment, the DERMUL BV also reserves the right, by operation of law and without notice of default, to stop further deliveries and labour and to demand the immediate return of the delivered goods and to dissolve the agreement, by operation of law and without prior notice of default, at the expense of the co-contractor who is held in that case to compensate the DERMUL BV for damages and costs incurred, including consequential damage and loss of profit.
9. Guarantees
The DERMUL BV reserves the right, even during the execution of the order, to demand appropriate guarantees from the co-contractor.
If the co-contractor refuses to comply, the DERMUL BV reserves the right to suspend the execution of the agreement in whole or in part or to dissolve the agreement at the expense of the co-contractor, by operation of law and without prior notice of default, even if the goods have already been shipped in whole or in part.
In that case, the co-contractor will owe the amount referred to in 2.2. as compensation.
10. Applicable law/disputes
10.1 Belgian law applies to all agreements that are subject to these general terms and conditions.
10.2 For all disputes and litigation, only those courts have jurisdiction in whose jurisdiction the seat of the DERMUL BV is located.
