These general terms of sale are applicable to all orders placed by the buyer with the seller and to all our sale contracts including any related service provisions. These general terms of sale excluded, unless otherwise accepted in writing by the seller, all the general and specific terms of purchase of the buyer. No departure from these general terms of sale shall be accepted without the seller’s written confirmation.
No order shall be accepted by the seller other than through the written confirmation thereof to the buyer or the effective delivery of the products. Unless otherwise proven, the buyer acknowledges that he has received a copy of these general terms of sale.
2. Price and payment
Unless otherwise provided our prices are included VAT. The sale price is the price specified on our price lists applicable on the day of the closing of the sale or of the order placing. Unless otherwise formally agreed a deposit of 30% of the value of any order is required upon the order date.
With a view to the payment of the products sold, the seller reserves the right to demand the setting up, at its option, of additional guaranties including but not limited to payment by draft, remittance of a certified cheque or the setting up of a bank guarantee.
The buyer allows the seller to revise the agreed overall price up to a maximum amount of 80 % of that price based on the increase, between the sale date and the performance of the sale, in the actual cost of the following parameters : goods, raw materials, salaries, energy and variation in the exchange rate between the raw material and/or goods purchase currency and the product sale currency, it being understood that those parameters apply up to the fraction of the price corresponding to the cost that they represent.
Unless otherwise agreed, all our invoices are payable in Euro, at the registered address of the seller, in cash and without discount. Any claim relating to the invoice should be notified to the seller at the latest within 15 days after receipt thereof, failing which it will not be taken into account.
In the event of any failure to pay any bill on term, the buyer shall owe the seller, by right and without any prior formal notice, interests in an amount equal to the following rate :
The rates mentioned in article 5 of the Act dated 2 August 2002 regarding the prevention of late payments in business transactions.
Any invoice unpaid on the term date shall result in the debiting, automatically and without any formal notice, of a fixed compensation amount in a total amount of 15 % of the amount in principal, interests and costs, with a minimum amount of 75 EUR.
In the event of any legal action for the collection of an invoice, the buyer shall additionally owe reasonable collection costs, such as legal costs and in-house handling costs exceeding the amount of that fixed compensation.
In the event the buyer fails to meet one single payment term, for any reason, all later payments shall be made upon the placing of the Civil Code order. In addition the seller reserves the right, in that event, to suspend the completion of other current orders until the full settlement of the outstanding amounts.
Our products are delivered to the buyer at the registered office or operating premises of the seller. As a result, the buyer shall be the cost of the transport and the risks pertaining to the products upon their possession and failing, as they are made available. Should the buyer designate another place of delivery, the collection and as needed, the storing of the products shall take place at its risks and at its cost. Delivery times are given for informational purposes.
No late delivery may result in the termination by the buyer of the sale contract or in the payment of damages by the seller.
In addition the seller has the right to refuse to sell its products depending on inventory availability and amounts, or for any other legitimate reason and retains the right to make partial deliveries.
The prices do not include the pallets, packaging and other related costs. Pallet and packaging return terms shall be set in a special agreement.
4. Reservation of title
The products delivered remain the property of the seller until the full settlement of the prix, including late payment interests and possible compensation amounts. Failing the settlement of the price on term the seller may take back its products at the costs of the buyer ; until the full settlement of such products, the buyer may neither resell them nor pledge them for surety, without the prior and written consent of the third party for the sold products whose price has not been paid in full. In the same way the buyer agrees to inform immediately the seller in the event the products delivered and unpaid are on premises rented by the buyer.
5.1. Buyer acting for business purposes
Any notification of an apparent defect or of a lack of compliance affecting the delivered products should be sent to the seller within 7 days after the delivery of the products. The purpose of the receiving of the products by the buyer or its employees is to cover any apparent defect that could be found at the time of the delivery.
Any notification of a latent defect in the delivered products shall be notified to the seller within 15 dates after the discovery of such effects by the buyer or as from such time when it should have reasonably found out about them. Any legal action relating to latent defects shall be initiated within 30 days starting on the day the defects are found by the buyer, or as from such time when it could reasonably have discovered them, or from the date of the failure of the talks with a view to an amicable arrangement. No product may be returned to the seller subject to its prior and written consent.
During a period of 1 year after the delivery of the products, the seller’s warranty shall be exclusively limited either to the repair or replacement of the defective products or to the refund of, or reduction in, the charged price, with no further compensation. In addition the responsibility of the seller is excluded in the event of any damage caused jointly by a defect in the delivered products and by the fault of the victim or of a person that the victim is responsible for. The warranty expires after that one year period.
6. Termination and contractual failure to perform of the seller
In the event of the unilateral termination of any sale by the buyer, the latter shall owe the seller, as debit compensation, an amount equal to 30 % of the value before VAT of the sale price.
Each party shall have the right, after a formal notice unsuccessful for 15 days, to terminate by right the agreement should the other party fail to perform any part of its duties without prejudice to the termination right specified in article 5.
Except for force majeure events and without prejudice to the above paragraph, in the event the seller fails to perform any duty under the agreement causing a loss to a buyer acting for non business purposes, the seller shall, after receiving a formal notice unsuccessful for 15 days, owe the buyer a compensation amount equal to 10 % of the amount of the value without VAT of the order.
7. Force majeure
The occurrence of any event including but not limited to any production, transport or delivery interruptions, strike, lock-out, embargo, war, terrorist attacks or consequences of attacks, raw material shortages, epidemics, bad weather and more generally any similar event affecting the parties or their suppliers and delaying or making impossible the performance of their respective duties, shall suspend the performance of their respective duties. The party claiming such an event shall notify the other party promptly of evidence of tis occurrence. The performance of its duties shall be suspended until the notification of the end of the event, it being understood that no party may claim any compensation from the other party.
The parties shall make their best efforts to reduce the difficulties and / or damages caused. If the force majeure last more than 60 days, the parties shall make their best efforts to renegotiate the later performance of the sale contract. Failing an agreement each party may terminate it by notification sent to the other party.
8. Sub-contracting and transfer
The seller may sub-contract all or part of the performance of the sale to a third party without the buyer’s prior and written consent. The seller may transfer all or part of the sale to a third party without the buyer’s prior and written consent.
9. Privacy protection
The purpose of the processing by the seller of the personal data received from the buyer is the performance of this agreement, customer administration, seller product and service promotion, the elaboration of customised information and direct marketing campaigns including through e-mail both by the seller and by its subsidiaries or sister companies.
At any time the buyer has a right of access, control and free rectification of his personal data in accordance with the law dated 8 December 1992 relating to privacy protection towards the processing of private data. The data processing manager is the deputy administrator of the seller.
The client shall make sure that it complies with all legal requirements and with regulations applicable from time to time to the products.
The client shall retain the full files (for at least three years) allowing full traceability of the data of each product unit sold to it by Artialis.
The client shall allow the accessibility of the traceability data (mentioned above) by the relevant authorities and shall allow to carry out the recall procedure and shall cooperate in the event of a recall and/or of vigilance letters.
The client shall immediately inform Artialis, in writing of any problem or complaint relating to the quality, stability, safety or efficiently of the products or of any unwanted event related to the use of the products.
No change, addition or replacement may be made to one of the products or to any party thereof, except by Artialis or with its formal authorisation.
The client shall store the products in conditions preventing the deterioration thereof.
The invalidity or unenforceability of any of the clauses of these general terms shall not affect the validity or enforceability of the other clauses. As needed, the parties agree to replace the invalid or unenforceable clause with a valid clause that the closed from an economic point of view, to the invalid or unenforceable clause.
The fact that the seller does not claim these general terms of sale at any given time shall not be interpreted as a waiver of its right to claim them later.
Any communication or notification between the parties shall be validly made by registered mail, mail, fax, electronic mail with receipt confirmation, at the registered address of the seller and at the registered address or home of the buyer.
12. Applicable law and jurisdictional clause
The general terms of sale are governed by the laws of Belgium even in the event of an impleader.
Any dispute relating to the execution, performance and interpretation of these general terms of sale as well as to any agreement that they may apply to and that cannot be solved amicably shall be brought to the courts of Liège.