GENERAL TERMS AND CONDITIONS
Article 1: Applicability
1.1. Unless agreed otherwise in a written agreement, these General Conditions of Sale and any Special Conditions of Sale are applicable to all contracts signed between HVD and its customers.
1.2. In the event of contradictions between the General Conditions of Sale and the Special Conditions of Sale as stated in quotations, order confirmations or contracts, the conditions in the Special Conditions of Sale shall always take precedence over contradictory conditions in the General Conditions of Sale.
1.3. HVD’s failure or delay in (partially) enforcing a condition in the Contract cannot be seen as a renunciation of any of its rights based on the Contract, now or in the future.
1.4. The customer cannot derogate from the contract unilaterally or tacitly in any manner (e.g. merely through its behaviour). The Contract excludes all further application of the customer’s general or special terms and conditions. The customer thus acknowledges that its general or special terms and conditions are not applicable to the contract.
1.5. The Contract negates and replaces all written or oral agreements, contracts, proposals and commitments concerning the same subject as that described in the Contract and that precede the date of the Contract.
1.6. Any order in any form whatsoever legally entails the customer’s acknowledgement that they have taken note of these general terms and conditions and accepted them without reservation.
Article 2: Quotations and orders
2.1. Quotations are free of charge, apply in their entirety and are indivisible. The prices offered are guaranteed for 30 days.
2.2. HVD assumes that the information, designs and other data provided by the customer are correct and that it may therefore use them as the basis for its quotation. If the customer places an order by using HVD’s references itself, HVD will assume that they correspond to the goods that are effectively the most desired.
2.3. Although images, dimensions, capacities, weights, descriptions of equipment and options and other indications of machines and components, demonstration models, price lists, offers included in the catalogue or on HVD’s website have been compiled with the greatest possible care, they are only approximate and purely for the purposes of information, and are provided merely by way of non-binding information.
Article 3: Subject
3.1. The subject of the contract is explicitly defined and includes the explicitly described machinery, equipment, accessories, apparatus, fittings, components, maintenance and/or repair services and installation. The subject will be indicated below, depending on the specific context, as the “Equipment Sold” or “Product”; or the “Maintenance”, all of which collectively are referred to as “Goods”.
3.2. The customer is entirely liable for the choice of the Goods. The Goods are standard goods that were not created specifically for the Customers’ needs, or goods that HVD has adapted to the specifications defined by the Customer at the Customer’s request. HVD bears no liability whatsoever if it should turn out that the Goods do not fulfil the
Daneels & Co - Maalderijstraat 2-4 - 9040 Ghent (SA) - tel. 09 228 85 71
Ref.: 19_30_190 general terms and conditions
Customer’s specific needs and intended purpose and use, if the Goods do comply with the specifications defined by the Customer.
3.3. The Customer acknowledges that HVD or one of its associated companies, if applicable, remains the exclusive owner of all intellectual property rights to the Goods and the name and logo under which they are provided by HVD, and is obliged to refrain from making any claim to these.
Article 4: Purchase price
4.1. The price for the Goods is determined in the Contract (hereinafter: Purchase Price). The Purchase Price excludes VAT, taxes, charges and levies, import or export duties, and neither does it include the costs of insurance, delivery or collection of the Goods and the costs of use (such as fuel), and any assembly, installation and commissioning or start-up, packaging and transport (hereinafter referred to as the “Costs”). The Costs are to be borne by the Customer.
4.2. The Seller has the right to adjust its price lists at all times in the event of increases in the transport cost, material costs, wage cost of employees etc.
Article 5: Payment
5.1. Unless agreed otherwise in writing, all invoices are payable in cash before delivery. For custom work, the invoices are payable at the time of ordering. In the event of a supply outside Belgium, the invoices are payable before the dispatch of the goods purchased.
5.2. The Customer is not entitled to suspend and/or delay payment of the Purchase Price, nor to offset debts with HVD, even in the event of any complaint whatsoever that may be connected with the (partial) implementation of the Contract that was lodged for any reason whatsoever, including legal proceedings. The Customer will consequently never be relieved of its obligation to pay the Purchase Price within the agreed period.
5.3. The Purchase Price and Costs are only effectively paid from the time that they have genuinely been received by HVD.
5.4 If HVD should consent in writing to payment by cheque or bill of exchange, the issue of a bill of exchange or cheque is only considered valid payment on the day that HVD receives the amount stated on the bill of exchange or cheque unconditionally. Moreover, the issue and/or acceptance of bills of exchange or other negotiable instruments does not constitute a renewal of debt and shall not form a derogation from the General and Special Conditions.
5.5. In the event of full or partial non-payment of the debt on the expiry date as stated in the Contract, interest of 1% per month commenced is legally incurred on the outstanding amount, without prior notification. Moreover, in the aforementioned case, the Customer is immediately, legally and without prior notification liable for a fixed- rate compensation payment of 15% on the outstanding balance with a minimum of 150.00 euros, even if respite periods are granted, notwithstanding HVD’s right to claim a higher amount of compensation.
5.6. The full or partial non-payment of any one invoice by the expiry date shall make the outstanding balance of all other invoices, even those that have not reached their expiry date, immediately due by law and without any notice of default.
5.7. If HVD should become aware of any circumstance that may substantially influence the Customer’s financial circumstances, as well as when the Customer does not accept a bill of exchange in good time, all outstanding amounts,
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Daneels & Co - Maalderijstraat 2-4 - 9040 Ghent (SA) - tel. 09 228 85 71
Ref.: 19_30_190 general terms and conditions
including those that the Customer may owe to any companies associated with HVD, shall be immediately payable, without any notification of default being required.
5.8. If, upon placing the order, the Customer requests that a third party be invoiced, the Customer shall remain jointly and severally liable for the fulfilment of its obligations under the Contract, despite invoicing to a third party.
Article 6: Right of lien
6.1. In the event of default on payment, HVD has a right of lien on all items and documents that the Customer has transmitted to it until the Purchase Price, Costs and any possible interest and additional collection costs have been paid in full.
Article 7: Delivery
7.1. The delivery periods are indicated in good faith, but are nevertheless only approximate and therefore not binding unless otherwise agreed in writing.
7.2. A delivery delay can never give rise to fines for late delivery, compensation for damage or a cancellation of the Contract to HVD’s detriment, nor to the Customer’s refusal to receive the delivered Goods.
7.3. Any explicitly agreed delivery period shall only commence after HVD has been given possession of all the information and documents required for implementation of the delivery.
7.4. If HVD has committed itself nonetheless in the contract, explicitly and in writing, to compensation for damage upon late delivery, this compensation is only owed if the Customer has notified HVD of its default in exceeding the delivery period, appending proof of the damage suffered, by registered letter, within the binding period of (5) calendar days of the end of the delivery period. However HVD shall not be obliged to provide compensation for damage if the late delivery is the consequence of Force Majeure or the Customer’s fault. In the latter case, the Customer is obliged to compensate for the damage suffered and the costs. In all cases, any compensation for late delivery shall always be limited to 0.5% of the Purchase Price per full week of late delivery, to a maximum of 5% of the Purchase Price.
7.5. If a partial delivery has taken place and the Customer refuses to accept further deliveries or the Customer makes further deliveries impossible, the invoicing of the Goods already delivered shall become payable immediately and the Customer shall owe compensation for damage that is set at a fixed rate of 35% of the Purchase Price, for the unfulfilled part of the contract, notwithstanding HVD’s right to claim a higher amount of compensation.
7.6. Deliveries are made EXW (ex works) from HVD’s warehouse, unless agreed otherwise in writing. If, in derogation from the above, it is agreed that the material sold shall be delivered to a place indicated by the Customer, this delivery may occur in the Customer’s absence. The bill of lading shall be considered proof of delivery in that case.
7.7. For deliveries of the goods sold as described in article 7.6., the transfer of risk shall also apply upon delivery.
7.8. Ownership of the goods sold shall be transferred at the time of the last of the following events: upon delivery of the goods sold or at the time of full payment of the Purchase Price and the Costs. The transfer of property is consequently suspended until that moment.
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Daneels & Co - Maalderijstraat 2-4 - 9040 Ghent (SA) - tel. 09 228 85 71
Ref.: 19_30_190 general terms and conditions
Article 8: Condition of the goods purchased - safeguard
8.1. If the Customer is of the opinion that the equipment supplied to it does not comply with the order or is affected by visible defects, the Customer must submit a written complaint about this to HVD by no later than 24 hours after delivery of the goods sold. If HVD has not received any written complaint from the Customer by the end of this period, the Customer shall be considered to have accepted the goods sold.
8.2. Hidden defects are to be reported to HVD by registered letter within a period of eight working days after the Customer has discovered these defects or should normally have discovered them, and in any case within a period of three (3) months after the date of delivery of the goods sold.
8.3. HVD does not need to safeguard the Customer if it turns out that:
the Customer or a third party has made repairs or alterations to the Goods sold or tried to do so
the defects are the result of wrong or abnormal use, including the use of the goods sold for purposes other than those for which they were reasonably intended, inexpert use in a way that does not correspond to the instructions for correct use, assembly, maintenance, installation or use that is not in accordance with the technical or safety standards that apply at the place where the goods sold are used
the defects are not reported to HVD promptly and in the correct manner
the Customer does not comply with the registration obligation that entails regular maintenance of the goods sold
the goods sold are used with accessories or fittings that were not sold or delivered as accessories to the goods sold, or that are not intended for use with the goods sold.
Hidden defects are reported in a manner that can be contested by the other party. If a hidden defect occurs
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8.4.
with respect to the goods sold, it is explicitly agreed that HVD, according to its expert insight and choice, may either repair the goods sold or replace them, or grant a reduction in the price, or the contract may be cancelled with a refund of the Purchase Price and return of the goods sold. The Customer is not entitled to demand additional compensation. Replaced parts automatically become the property of HVD without any compensation. All the costs of transport, customs, disassembly, assembly and transfer shall continue to be borne by the Customer.
Article 9: Force Majeure
9.1. In the event of Force Majeure affecting HVD, the supply will be suspended for as long as the circumstances of Force Majeure make fulfilment of the Contract impossible for HVD, notwithstanding HVD’s right to cancel the Contract without court intervention.
9.2. Force Majeure is understood to mean, without this list being exhaustive: government orders, mobilisation, war, epidemic, lockout, strike, demonstration, defects, fire, flooding, explosion, lack of raw materials or labour, changed economic circumstances, vandalism, exceptional weather conditions and all circumstances beyond HVD’s control that disrupt the normal routine.
Article 10: Liability
10.1. The entire liability of HVD towards the Customer (including acts committed by or negligence on the part of its managers, employees, agents and/or subcontractors) with regard to the fulfilment of the Contract is limited to the following.
Daneels & Co - Maalderijstraat 2-4 - 9040 Ghent (SA) - tel. 09 228 85 71
Ref.: 19_30_190 general terms and conditions
10.2. Except for damage resulting directly from HVD’s non-compliance with the explicit obligations it entered into on the basis of the Contract, its liability is limited to the liability that is imposed as binding by the Law.
10.3. If HVD is found liable in accordance with article 10.2., it can never be held liable to the Customer for indirect damage such as, but not limited to, loss of revenue, lost profits or any increase in the general costs.
10.4. If HVD is held liable, in accordance with article 10.2., the maximum amount of its liability is in any case explicitly limited to the amount of the Purchase Price, excluding VAT and Costs.
Article 11: Intellectual property rights
11.1 As soon as they become aware of such, each party must inform the other party in writing, without delay, of demands from third parties claiming that the Goods purchased violate their intellectual property rights (“Third-Party Claims”). The Customer consents to HVD being the only party to deal with Third-Party Claims insofar as it represents the interests of both the Customer and HVD. HVD shall therefore be the only party to litigate and negotiate with these third parties. The Customer is obliged to refrain from taking any action in this context. The Customer is obliged to work loyally with HVD and, with this in mind, to provide all relevant information free of charge.
11.2. In the event of Third-Party Claims, HVD may, as it sees fit, (a) replace or alter such Goods or the component of them that is considered to be in violation within a reasonable period, such that the replaced or altered goods no longer violate (or are considered to violate) the rights of third parties and can provide equivalent performance, or (b) announce that the Customer can continue to use such Goods as those provided for in this contract under reasonable conditions and in reasonable circumstances. The Customer shall accept that the legal remedy (a) or (b) constitutes full and definitive redress with regard to the Third-Party Claims. Only if HVD is unable to realise (a) or (b) successfully shall the liability clauses in Article 10 (Liability) of this contract apply.
11.3. HVD shall safeguard the Customer and offer redress for the amount of compensation that the Customer has to pay to third parties as the result of a settlement agreement or definitive decision that is not subject to appeal, from a court or another legal, governmental or regulatory body regarding Third-Party Claims. However, the Customer does not have the right under any circumstances to compensation for exceptional, indirect, consequential and/or punitive damage, losses or costs, including lost profits and missed opportunities that the Customer has suffered or may suffer as the result of Third-Party Claims.
11.4. HVD is not liable for any violation resulting from an alteration or modification of the Goods by the Customer, if no violation would have occurred without this alteration or modification.
11.5. The Customer is obliged to inform HVD without delay of any product or service that may violate HVD’s intellectual property rights, names and/or logos and is obliged to work loyally with HVD in this respect and to provide all relevant information free of charge.
Article 12: Suspension and cancellation
12.1. In the event of full or partial non-payment of the debt on the expiry date stated in the Contract, HVD has the right to refuse all new Contracts with the Customer or to suspend or terminate all Contracts underway with the Customer, without the Customer having the right to any compensation for damage.
12.2. Notwithstanding what is stated in article 12.1., HVD has the right to suspend the fulfilment of its obligations under the Contract or to cancel or terminate the Contract if, after or before the signing or start of implementation of the Contract, HVD becomes aware of any circumstance that might substantially worsen the financial situation of the Customer or if it is clear to HVD that the Customer will commit a fundamental shortcoming. In this case HVD will inform the Customer of its decision in writing.
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Daneels & Co - Maalderijstraat 2-4 - 9040 Ghent (SA) - tel. 09 228 85 71
Ref.: 19_30_190 general terms and conditions
12.3. In the cases described in articles 12.1. and 12.2., the Customer is liable for all damage that HVD may suffer.
Article 13: Competent court and applicable law
13.1. The contract is implemented at HVD’s registered office, the place where all invoices are payable. The courts of the legal district of Ghent, Dendermonde division, are exclusively competent to hear all disputes.
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13.2. Belgian law shall apply to the Contract.
