GENERAL CONDITIONS OF SALE
Article 1 - Identity of the contracting parties
The vendor is defined below as BELROBOTICS S.A., avenue Lavoisier 35 à 1300 Wavre – Belgium, the purchaser as the company, or as the signatory accepting the present Conditions of Sale. The General Conditions of Sale shall apply solely to any sales effected by BELROBOTICS S.A.. Any other conditions shall bind the vendor only if confirmed by him in writing. Information contained in catalogues, Internet sites, notes, etc... shall be for indication only and shall be able to be modified by the vendor without prior notice. The mere fact of giving an order or of accepting a quotation by the vendor shall imply the unconditional acceptance of the present General Conditions of Sale. Quotations shall remain in force during the period of option, set at thirty days from the date of the quotation, unless otherwise stated in the said quotation. The present General Conditions shall be able to be modified by BELROBOTICS S.A. at any time and without prior notice, the said modifications then becoming applicable to all subsequent orders.
Article 2 - Orders
Orders shall become effective on the signing of the order form and its confirmation by the vendor. Orders sent directly by the purchaser and transmitted by the vendor’s representatives/agents shall only be binding on the vendor, if accepted by the latter in writing. In the case of the immediate dispatch of products, the confirmation of the order by the vendor may be replaced by an invoice. Any modification of an order and any additional or waived conditions relating to the object and to the modalities of the sale, shall only be valid, if they shall have appeared in the quotation or if their acceptance shall have been confirmed by the vendor. The validity of all quotations shall be subject to stock availability. Any clause stipulated by the purchaser and not accepted by the vendor and which shall conflict with the present General Conditions or specificities laid down in the quotation, shall be deemed to be null and void. No unilateral cancellation of an order shall be accepted without the prior consent of BELROBOTICS S.A.
Article 3 - Prices
Prices are quoted in Euros. Any modification of tariffs for time being in force shall be applied without further notice following in initial notice of 60 days. Goods shall be invoiced at the agreed price within the limits of the period of option and of general economic conditions (taxes, rates of exchange,…), at the time of delivery. In the case of sales effected in a currency other than the Euro, any variation of at least 2% in the rate of exchange of the currency in question with respect to the Euro on the date of the quotation shall be implemented on the date of invoicing. All prices shall be understood to be net prices in Euros and to exclude any taxes, packing costs, transport and insurance costs and to be the vendor’s depot.
Article 4 - Payments
Payments shall be made in such a way that the vendor shall be able to dispose of the sums in question on the due date. Except in the case of expressly written particular conditions, or of specific conditions granted to the customer after a study of the case in question, payments shall be made by banker’s remittance on the delivery of the equipment. If the vendor shall accept payment by a bill of exchange, the purchaser shall effect the payment within eight days (unless otherwise arranged beforehand). The costs shall be for the account of the purchaser and in the absence of the receipt of the bill of exchange within the stated period, the payment shall become due immediately. In the case of staggered payments expressly accepted by the vendor, failure to remit even a single instalment when due shall render the complete price payable immediately regardless of any previously agreed conditions, even if acceptable bills of exchange drawn up to become effective on due dates shall be received; the same shall apply in the case of a sale, a lien, or the transfer by the purchaser of his business. Payments shall be effected in such a way that the vendor shall be bale to dispose of the sums in question on due dates. Any payment after the fixed date of payment may bring about the invoicing of fines equivalent to 10% of the sum invoiced, with a flat rate minimum of 50 € (fifty Euros) without any need of prior notification needing to be sent to the purchaser. This clause shall not in any event exclude the possible payment of damages. The purchaser shall never be entitled to withhold, or to offset on the basis of a complaint put forward by him, all or a part of the sums due from him. If the purchaser shall be late on the complete or partial payment when due, the vendor shall be entitled without prior notice, to suspend deliveries immediately, without the purchaser being able to claim damages from the vendor. In the event of legal action, the vendor shall be bale to claim his, the vendor’s, legal costs from the purchaser For our operations abroad, our payment conditions in terms of the period allowed for payment shall be the same. Payments shall be made either by SWIFT (IBAN n° BE 66 0013 6853 8543), via an « escrow account », or a standby letter of credit.
Article 5 - Transfer of risk and cost
Transfer of risk shall take place according to Incoterm laid down in the most recent contract version of the International Chamber of Commerce. Unless otherwise stated, the Incoterm governing these transfers shall be Ex-works Wavre( ICC Edition 2000).
Article 6 - Delivery
The vendor shall be authorised to make part-deliveries. Any part-delivery accepted by the purchaser shall be subject to being invoiced on delivery. In the case of a replacement delivery, the purchaser shall hand the relevant cheque to the carrier. In the event of non-compliance, the equipment shall not be delivered to him and a second delivery at his, the purchaser’s expense shall be made by the carrier. By express agreement, in the event of force majeure, or of events such as a lock-out, a strike, a complete or partial stoppage of work in the vendor’s factory or in the factories of the latter’s suppliers, an epidemic, a war, a requisition, a fire, a flood, an interruption or delay of transport, legal or government measures preventing, restricting, delaying or prohibiting the manufacture or import of the goods, the vendor shall be relieved of any obligation to supply. The vendor shall keep he purchaser informed in due course about the cases and events set out earlier. In all cases, delivery within the promised period shall not take place unless the purchaser shall be up to date in complying with his obligations to the vendor.
Article 7 - Transport
Unless otherwise agreed, the vendor shall be free to choose the carrier .
Article 8 - Complaints and after-sales service
On receipt of the goods, the purchaser shall immediately verify their condition and their compliance with what has been contracted for. If the parcel shall be excessively damaged, the purchaser shall obligatorily refuse to accept it. Packages must be retained in their original condition, otherwise the purchaser shall lose his right to claim for damages. The same shall apply, if the purchaser shall not voice any reservation when the goods are delivered. Any complaints relating to a defect of the goods supplied, to an error in quantities or in their reference compared with the quotation accepted or the confirmation of the order by the vendor, shall be made in writing within 3 working days of the receipt of the goods, not forgetting to intervene at the carriers’, failing which the right to complaint shall cease to exist. The purchaser shall allow the vendor to carry out any steps of on-site verification relating to the complaints. Any return of goods shall call for the prior consent of the vendor. The purchaser shall receive by means deemed by the vendor to be the most suitable, a consent to the return of the goods in question. The purchaser shall furnish his name and address and the designation of the components(s) in question, their serial number, the damage found and the invoice number of the items described. Following the vendor’s consent to the return of the goods, the purchaser shall have 7 days to return defective goods to the vendor. In case the vendor shall for whatever reason, owe damages to the purchaser, the said damages shall be limited to the repair of damage actually sustained by the purchaser but shall not be able to exceed 5% of the value of the order
Article 9 - Warranty
The products are warranted by the manufacturer (BELROBOTICS S.A.) against any defect of material or manufacture for a period of 24 months from the date of delivery, except for express Particular Conditions (A professional user: Restriction of the currency of the warranty to 12 months). Interventions under the warranty shall not be able to extend its currency The vendor’s warranty shall be limited to the repair or the replacement of goods recognised as defective by the vendor, taking into account the type of user. The vendor merely undertakes to replace defective parts and to repair damage to goods supplied to the purchaser by the former. The warranty shall not cover the cost of labour or those incurred on the disassembly, reassembly and transport, except in the case of a standard exchange. Subject to legal provisions, the vendor’s liability shall be limited strictly to the obligations defined in the present General Conditions of Sale or, if applicable, to Particular Conditions. If the purchaser shall return products not supplied by the vendor, the latter shall not in any event be able to be held liable for tangible and intangible damage occurring during repair. The vendor shall not be able to be held liable under the warranty for damage caused directly or indirectly in the following cases, namely, - Any storage without protection, or extended storage, - Any negligence, error of connection or of manipulation, maintenance and use of equipment not complying with the vendor’s or the manufacturer’s technical specifications or, in general, defective or unskilled utilisation, - Any addition of a supplementary device, of an accessory, or the use of any parts needed for the operation of the equipment not complying with the technical specifications of the vendor or of the manufacturer, - Any modification or conversion of a mechanical, electrical, electronic or any other type made to the equipment or its connection devices by any third party.
Article 10 - Retention of ownership
The transfer of ownership of goods supplied to the purchaser shall only take place after the complete payment of the price, both principal and accessory, or the encashment of any accepted bills of exchange or other instruments issued to pay the price. Pending complete payment, any on-account payments shall be able to be retained by the vendor to cover any losses of resale During the period between delivery and transfer of ownership, the risk of loss, theft or destruction shall be for the account of the purchaser (cf. article 4 : Transfer of risk and charges). Failure by the purchaser to comply with his payment obligations for whatever reason shall confer on the vendor the right to demand the immediate return of the goods supplied at the expense and risk of the purchaser. The latter hereby undertakes, in the event of a Court procedure involving his company, to take an active part in the drawing up of an inventory of goods located in his stock, of which the ownership is being claimed by the vendor. In the event of the purchaser’s failure to comply, the vendor shall be able to have the inventory drawn up at the purchaser’s expense by a Court bailiff. In the event of late payment, the vendor shall be able to prohibit the purchaser from reselling, converting or incorporation of the goods. In order to ensure payments not yet made and in particular of the balance of the purchaser’s account in the vendor’s books, it is expressly stipulated hat the rights relating to goods delivered but not paid for shall relate to identical goods supplied by the vendor and in stock at the purchasers’ without any need to allocate payments to a specific sale or delivery.
Article 11 - Resolutory clause
In the event of a failure to observe one of the obligations of the purchaser, the sale shall be rescinded without further notice and the goods shall be returned to the vendor if the latter shall so desire, without prejudice to any damages which the vendor may claim from the purchaser, subject to a period of 48 hours after a summons to the purchaser to comply with his obligations remaining without effect.
Article 12 - Arbitration, qualified jurisdiction and applicable law
In the event of a dispute, the case shall be laid before the Courts of Nivelles. Concerning foreign markets, any dispute between the parties relating to the creation, execution and cessation of any contractual obligations which shall not be able to be settled amicably, shall finally be settled according to the rules of arbitration of the International Chamber of Commerce by one or more arbitrators, in accordance with the said rules.