These general conditions of sale apply to all orders entrusted to us. Together with the stipulations of the order and any special conditions, they form the sales agreement. By signing the order form or accepting an invoice on which these conditions appear and/or upon signing the franchise contract, our client and/or franchisee expressly acknowledges having read these general conditions and having accepted them. These general conditions apply to all contracts concluded, even verbally, in the context of business relations followed after a first order. Our conditions are to apply notwithstanding any clause to the contrary and to the exclusion of the general conditions of purchase and sale emanating from the customer and/or the franchisee, unless we have marked our formal agreement on this subject beforehand. and in writing. The non-application, even repeated, of one or other clause of our general conditions is only pure tolerance and can in no way be interpreted as a definitive waiver on our part to subsequently avail ourselves of the said clause.
Any order entrusted to us is binding only after written confirmation from us. The place of conclusion of the contract will always be the place of the registered office of our company. Changes made by the customer and/or franchisee to his order or to our offer must be the subject of a writing on his part, and will only be valid on the condition that we have accepted and confirmed them in writing. Any complaint due to possible and alleged inaccuracies in our order confirmation must, on pain of foreclosure, reach us in writing and by registered mail within 8 days of the confirmation. The cancellation by the customer and/or franchisee of one of his orders not yet being executed will automatically entail the debiting of a fixed and irrevocable indemnity equal to 25% of the total price of the order, this indemnity being intended to cover the costs inherent in the said order. If the cancellation of the order occurs after we have ordered the goods, the work, we reserve ourselves, as the case may be, to pursue purely and simply the execution of the contract or to claim a fixed and irrevocable indemnity equal to 50% of the amount of the order, this indemnity being intended to cover, in addition to the costs stipulated above, any penalties towards our suppliers or the forced acquisition of the goods covered by the canceled order.
Delivery times are given for information only and do not involve any commitment on our part. If a deadline is imperative and conditions an order, it must be clearly specified as such on an order form. In any case, late delivery could only give rise to the payment of compensation on the condition that it has been expressly agreed in writing; the amount of this indemnity can never exceed 10% of the total price of the order. In addition, exceptional circumstances or force majeure give us the right either to revise our deadlines or to withdraw from the contract without the buyer being able to assert any right to compensation.
Deliveries are made by the means of our choice, unless otherwise agreed in writing. The goods always travel at the expense, risk and peril of the customer, whether sold, taken from our workshops or carriage paid. The goods are considered to have been definitively received at our premises even if the delivery was made carriage paid by us, the liability of the supplier being totally exonerated in the event of loss or deterioration during transport.
In the event of a defect in the thing, difference in quantity or goods, our company will be required, at its sole discretion, either to repair, or to grant a credit note for less value, or to deliver impeccable spare parts, excluding any damages whatsoever. Our responsibility cannot be engaged in the event of customer error. To be considered, any complaint must be sent to us by registered letter within three days of delivery. If the complaint is recognized as justified by our subcontractors in the case of works, or by our supplier in the case of defective parts, our obligations will be limited exclusively to the replacement or free repair of the goods. , without our being able to be held to any compensation whatsoever, on any account whatsoever, direct or indirect, except in the event of fraud or gross negligence on our part.
Any return must first be accepted in writing by our company. In this case, it must be carriage paid.
The goods remain our sole property until full payment of the price and its accessories (possible costs, interest and penalties). Consequently, the buyer is expressly prohibited from selling, assigning, pledging and in general disposing of the goods covered by the contract, before clearing his account, on pain of being prosecuted for infringement, in particular of articles 491 , 521, 522 and 523 of the Penal Code.
Unless otherwise stipulated in writing, all our invoices are payable in cash and at our head office. Any amount unpaid on its due date will automatically, without prior notice, bear interest at the rate of 15% of its amount with a minimum of 100 euros.
Irrespective of the agreed terms of payment, the buyer authorizes us to claim a bank guarantee before delivery or the start of work for the fulfillment by him of his payment obligations. As long as the buyer has not constituted this guarantee, we shall be entitled to suspend any subsequent delivery and/or work. The same will apply, in the case of successive contracts, as long as the buyer has not satisfied his payment obligations relating to previous deliveries. We reserve the right, in the event of non-payment or late payment of an invoice, to cancel deliveries or work still to be carried out, without the customer being entitled to claim any compensation. In this case, the customer will be liable to us for the compensation stipulated by article 5 of these general conditions.
In the event of non-payment of an invoice that has expired, the seller is authorized to invoke the forfeiture of the term which is provided for the other invoices not yet due, and this without formal notice as of right. Consequently, all of the invoices still in progress (principal and incidental) will become payable.
The foregoing stipulations do not contain any waiver of our right to claim at our convenience, in the event of non-payment or non-compliance by our client and/or franchisee with its contractual obligations, the resolution or termination of the sale with damages. and interest of an amount equal to the indemnities stipulated in article 2 of these general conditions.
It is expressly agreed that our company may at any time transfer its rights resulting from this contract to a third party.
All legal relationships between parties are governed by Belgian law. Any dispute falls under the exclusive jurisdiction of the courts of the district of Charleroi. The nullity of a clause does not entail the nullity of all the general conditions or the contract.