GENERAL TERMS AND CONDITIONS OF SALE
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The following terms and conditions of sale exclusively apply between BVBA BEDRIJFSWAGENS
FOCKEDEY and its buyers, notwithstanding any special or general terms and conditions stipulated in
purchase orders and/or other documents of the buyers and/or principals. Acceptance of the goods implies
knowledge and approval of these general terms and conditions of sale.
Article 1.
Unless stipulated otherwise, all delivery dates are always given indicatively. The buyer cannot invoke
the sole exceedance of the target time to request the contract’s cancellation, to claim compensation at
the seller’s expense or to exert any other claim against the seller. In any case, the seller is entitled to
make partial deliveries. The seller then has the possibility of separately invoicing each part.
Article 2.
Without prejudice to the buyer’s risk pertaining to the goods, the seller reserves the right of ownership
over the delivered goods until full payment of the price.
The risk transfers to the buyer from the delivery onwards, regardless of whether payment has already
been made. The goods are considered delivered and accepted at the seller’s warehouses in Herentals.
The goods always travel at the buyer’s risk, regardless of the transport modalities.
Article 3.
Price quotes are always provided for informative purposes only. Orders are only binding and valid after
acceptance by an authorised person within the company.
Article 4.
In the event of sale at the seller’s warehouse, the buyer, once he has accepted the goods, can no longer
hold the seller accountable for visible defects. In the event of delivery at the buyer’s address, he must
invoke visible defects within 14 days after delivery. Within this period, the buyer must send a registered
letter to the seller, giving a detailed and exhaustive enumeration of the defects.
In any case, the seller’s accountability within the scope of visible defects is limited to replacing the
goods, excluding any costs or compensations.
Article 5.
Any hidden defects must be invoked by means of a registered letter within a short period after their
discovery; failing this, a claim based on such defects is ruled out. Any legal claim based on hidden
defects must be filed within 2 months after the delivery, on penalty of expiry.
Article 6.
Under no circumstances can the seller be held liable, on whatever grounds, for a minor error. Barring
intent, his liability is in any case limited to the amount of the delivery and to the direct damage. Indirect
damage is not eligible for compensation.
Article 7.
All invoices are payable in Herentals. Unless agreed otherwise, invoices are payable in cash.
Appointees are not authorised to receive payments.
In the event of non-compliance with the payment conditions, the seller shall have the right to cease
deliveries without any notice of default.
Article 8.
In the event of non-payment on the expiry date, the buyer shall owe an interest equal to the interest
pursuant to the Payment Arrears Act of August 2, 2002 with a minimum of 8% on an annual basis, by
operation of law and without any further notice of default. In addition, in the event of non-payment
within one month following the expiry date, an additional compensation of 10% of the total price shall
be owed, with a minimum of 65 EUR and without requiring a notice of default. In the event of partial
payment, the full compensation shall remain owed. These interests and compensation are also owed in
the event of acceptance of a bill of exchange.
Article 9.
If the buyer resells the goods, he shall cede to the seller all receivables stemming from this resale, by
way of pledge and from this point onwards. The advances paid by the buyer remain acquired by the
seller to compensate any possible losses in the event of resale by the seller.
Article 10.
If the buyer refuses the order, cancels the contract or the contract cannot be executed through the buyer’s
fault, he must pay a compensation of 25% of the total amount. The buyer is entitled to a similar
compensation if the seller cancels the contract or the contract cannot be executed through his fault.
Article 11.
If the seller’s confidence in the buyer’s creditworthiness is shattered as a result of legal enforcement
measures against the buyer and/or verifiable other events, which call into question and/or make
confidence in the successful fulfilment of the obligations entered into by the buyer impossible, the seller
reserves the right to suspend the entire order or a part thereof and to demand appropriate guarantees
from the buyer. If the buyer refuses to respond, the seller reserves the right to cancel the entire order or
a part thereof, without prejudice to the seller’s right to any compensation and interests.
Article 12.
The non-payment of a single invoice on its expiry date shall make the outstanding balance of all other,
even non-expired, invoices immediately due by operation of law.
Article 13.
The following circumstances are considered force majeure on the seller’s part:
Delays and stagnation of deliveries by suppliers of the seller, incomplete or non-delivery by suppliers
of the seller, strikes, shortage of raw materials, failure to obtain a health certificate and other certificates
for the seller’s compliance with matters or services required to perform the contract. During force
majeure, the delivery and other obligations of the seller are suspended. If the period in which it is
impossible to fulfil the seller’s obligations due to force majeure lasts longer than 2 weeks, the contract
shall be cancelled by operation of law and without any notice of default, without existing or creating
any compensation obligation.
If the seller has already partially fulfilled his obligations when the case of force majeure comes into
being, or can fulfil his obligations only partially, he is entitled to invoice the already delivered part or
the deliverable part separately and the customer must pay the invoice as if it were a separate contract.
Article 14.
The contract shall be cancelled by operation of law and without any notice of default in the following
cases, without prejudice to the seller’s right to claim compensation from the buyer: in the event of the
buyer’s gross negligence to fulfil the obligations stemming from the present contract and in the event of
the buyer’s death, bankruptcy or liquidation.
Article 15.
The possible nullity of one of these terms and conditions does not result in the nullity of the other clauses
and the contract.
Article 16.
Belgian law applies to any disputes related to the present contract. The Herentals Justice of the Peace
and the courts of the Antwerp district, Turnhout division, have exclusive territorial jurisdiction to take
cognisance of possible disputes, pursuant to article 624, 2° of the Judicial Code.
