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General conditions of sale

GENERAL CONDITIONS OF SALE

 

Article 1

These general conditions of sale apply to all DECA sales quotations to the purchaser and all contracts of sale between DECA and the purchaser. These general conditions of sale prevail over the purchaser’s or a third party’s terms and conditions.

To be enforceable against DECA, all terms and conditions other than these general conditions of sale and all departures from these general conditions of sale must be confirmed by DECA in writing.

 

Article 2

DECA’s quotations and the details it provides are for information only and do not bind DECA.

Any order by the purchaser binds the purchaser, but DECA will only be bound following written confirmation of this order by DECA. Any comments on this confirmation of order must be submitted in writing within eight days of the confirmation of order.

 

Article 3

DECA has the right to suspend its obligations under the contract and/or to terminate the contract by operation of law for the purchaser’s account in the following and other cases:

  • breach of contract by the purchaser
  • dissolution or liquidation of the purchaser or if the purchaser ceases its professional activities
  • insolvency, composition or instability of the purchaser’s credit

In the event of dissolution, the purchaser must immediately return any DECA goods already in its possession to DECA in good condition.

In the event of dissolution for the purchaser’s account, DECA also has the right, by operation of law, in addition to any capital sum previously paid and in addition to the return, to flat-rate compensation of 40% of the balance of the capital sum or to higher compensation in so far as this higher compensation can be proven by DECA.

 

Article 4

The price has been determined in accordance with delivery ex works (Incoterms 1990) which, for instance, means exclusive of loading and exclusive of transport.

From the date of the confirmation of order to the date of payment in full by the purchaser DECA is entitled to pass on any real increase of cost factors in the agreed price, even if the cost increase was foreseeable at the time of the conclusion of the agreement.

All invoices are payable at the registered office of DECA or into a bank account specified by DECA within 30 days of invoice date. The obligation to pay will not be suspended by the submission of any complaint or legal action concerning the goods sold.

In the event of non-payment on the due date, default interest of 12% per year shall be payable on the full invoice amount, without prior notice of default and by operation of law, up to the date of payment in full.

The invoice amount shall also be increased by 10% as compensation, with a minimum of EUR 75.00, without notice of default and by operation of law.

In the event of non-payment, DECA is entitled to suspend all deliveries to the purchaser and/or to declare current contracts terminated by operation of law and/or immediately to collect all outstanding invoices not yet fallen due without notice of default.

DECA remains owner of the goods supplied until such time as the purchaser has paid the price in full.

 

Article 5

The agreed delivery date is indicative and does not bind DECA.

 

Article 6

Complaints about non-conformity and/or visible defects must be reported to the head office of DECA by registered letter within not more than eight days of delivery.

Hidden defects at the time of delivery must be reported in the same way within eight calendar days of discovery of the defect and in any event within six months of delivery.

Complaints and notifications about invoicing must be submitted to the head office of DECA by registered letter within eight days of receipt of the invoice.

Receipt of the invoice is regarded as occurring on the third day following the invoice date.

 

Article 7

Only advice and guarantees given by DECA in writing are enforceable against DECA.

Any liability for defects and any warranty obligation of DECA shall lapse if the instructions for use have not been followed, if the goods sold have been modified by the purchaser or have been handled improperly or if the purchaser has changed the normal intended use of the goods.

Any failing of DECA nv will be rectified in kind, that is repair or replacement of goods or parts supplied without additional compensation for DECA’s account.

The option of repair in kind shall however depend on the terms and conditions of a third party if DECA has itself obtained the goods sold from a third party.

The warranty provided with regard to goods obtained from a third party shall not go beyond the warranty it has itself obtained from this third party.

Under no circumstances shall the liability of DECA exceed half the amount that the purchaser has paid for the goods sold under the relevant contract.

 

Article 8

In the event of force majeure, in each case in so far as the cause is not exclusively subject to the control of DECA, DECA shall always have the right to suspend its obligations for as long as the force majeure situation lasts or to terminate the purchase by operation of law if the force majeure lasts more than six months, without any compensation on DECA’s part.

 

Article 9

In the event of resale, the purchaser agrees to make the general and any special conditions of sale agreed with DECA enforceable against its own purchaser.

The purchaser indemnifies DECA against third-party claims that the purchaser could not itself have enforced against DECA.

 

Article 10

All disputes between DECA and the purchaser are governed exclusively by Belgian law. The courts of Turnhout have exclusive jurisdiction to hear any disputes. DECA reserves the right to summon the purchaser to appear before any other competent court.