Conditions générales de vente
1. All commercial transactions between NV ITALMASTER BELGIUM (hereinafter referred to as "ITALMASTER") and the customer shall be governed by the present General Conditions. By placing an order, the customer acknowledges to have taken notice of and accepting these General Conditions. These General Conditions take precedence over the general and/or other conditions of the customer, even if these should indicate that they are the only valid terms. The annulment of any of the conditions of the general or other conditions of ITALMASTER and/or of agreements between ITALMASTER and the customer shall in no way affect the validity of the other clauses in spite of the annulment of the disputed clause. ITALMASTER reserves the right to alter the terms of these General Conditions.
2. Except if stipulated otherwise, offers presented by us will remain valid for the duration of three months and shall not represent any commitments on the part of ITALMASTER. The indicated prices as well as the delivery dates are be merely indicative. An offer for one order does not automatically apply to following orders.
3. A contract between ITALMASTER and the customer shall only come into effect upon written or electronic confirmation of the customer's order by ITALMASTER or by its execution by ITALMASTER. Any modifications or extensions to an agreement shall only be valid upon mutual consent of both parties. Any conditions obtained through an intermediary shall not be valid until the vendor has given his written confirmation to the buyer directly.
4. Unless otherwise agreed, products sold by ITALMASTER are to be picked up in the premises of ITALMASTER. All costs resulting of the receipt of the products are at the charge and expenses of the customer. In the event of delivery to the customer the goods are transported at the customer’s own risk and cost.
Delay of deliveries shall never oblige ITALMASTER to pay any fines or compensations and shall never be a ground for dissolution of the agreement at the charge of ITALMASTER. Modifications of orders automatically annul all agreed or estimated delivery dates. ITALMASTER preserves the right to perform partial deliveries.
All deliveries are made in packing stipulated by ITALMASTER. ITALMASTER preserves the right to take back and credit certain packing. Packing given in consignment will only be taken back and be credited provided that they are in good state, to be determined under the exclusive appraisal of the ITALMASTER.
5. The ITALMASTER prices (unless otherwise notified) are Ex Works and exclusive of VAT and exclusive of forwarding, transport, insurance and administration costs. The goods will be invoiced at the price which applies on the day of delivery. ITALMASTER reserves the right to adjust the prices during the period of the contract, within the limits of the law, to the evolution of her fixed and/or variable costs as a result of a modification in its structure (raw materials, wages, energy, changes in legislation, security measures, ...).
Unless otherwise specified, all invoices shall be payable in Euro at the registered offices of ITALMASTER, net, and within 30 days of the invoice date. A discount for cash payments can only be accorded when initially expressly agreed.
The amount of any invoice that remains unpaid after that period shall be, legally and without previous notification of default, produce a legal interest equal to the interest rate provided in the Law of 2 August 2002 on the measures against arrears in business transactions, increased by seven per cent points and rounded up to the next half per cent point with a minimum of 15% per annum. In the event of non-payment on the due date the outstanding balance will, legally and without previous notification of default, be increased by 15 % with a minimum of 100 EURO by way of conventional and fixed indemnity even if terms of respite are granted, without prejudice to compensation for damages in regard to ITALMASTER shown to be higher.
In so far as the customer remains in default in respect to one or more outstanding payments to ITALMASTER, ITALMASTER shall be entitled to discontinue all supplies of products and services or cancel undelivered orders until all outstanding accounts have been cleared.
The default of payment of an invoice, including any interests and penalties due, entails the immediate exigibility of all invoices, including invoices that are not yet claimable, and annul all previously agreed payment modalities. The same rule applies in the case of threatening bankruptcy, judicial or conventional dissolution, judicial composition, persistent default of payment, or any other fact proving the insolvability of the customer.
In case of persistent default of payment of the customer, for whatever reason, ITALMASTER is entitled to put an end to the agreement without any charge or liability, through a letter sent by registered mail to the customer.
The payment by the customer – in whole or partially - of an invoice without any reservations implies approval of the invoice. Payments are accepted, under reservation of all rights, and are written off first on the judicial costs, then on the interests due, the on the penalty clause and finally on the principal outstanding amount.
ITALMASTER shall be entitled to compensate any reciprocal certain and claimable outstanding debts between her and the customer to the amount of the smallest debt. This provision can be relied on against the curator after the bankruptcy of the customer.
Invoices can only be validly protested by registered letter and within eight days after invoice date and with indication of invoice date, invoice number and a detailed motivation.
6. Unless otherwise agreed, the customer shall provide in writing to ITALMASTER, (a) within 3 workdays from the delivery of the products or from the performance of the obligations by ITALMASTER, in the case of any complaint regarding visible faults or non-conformity or (b) in the case of hidden faults, within 3 workdays of discovering such faults with a maximum of 6 months after the delivery date. Notification of a complaint shall not absolve the customer from the obligation to make payments. No liability for visible or hidden faults can be sustained by ITALMASTER if this period has elapsed without receipt of the above-mentioned registered letter. Any action against ITALMASTER extinguishes when the delivered good is processed, transformed, repaired by the customer or any third party, or is sold or forwarded to a third party.
By agreement, the short period of time as indicated by article 1648 of the Belgian Civil Code is fixed at 6 months as from the date of delivery.
7. Liability by ITALMASTER shall be confined to liability which is compulsorily imposed by law. ITALMASTER shall not be held liable for indirect damage, such as loss of turnover, loss of profit or any rise in general costs. Neither shall ITALMASTER be liable for any damages resulting from faults caused directly or indirectly by an action of the customer or third party, regardless of whether this is caused by a fault or omission, or in the case of force majeure.
Motivated complaints received in time (in accordance with article 6) from the customer shall result in the repair or substitution (in whole or in part) or supplementation by ITALMASTER, without any obligation on the part of ITALMASTER to make additional compensation for damages.
8. If ITALMASTER is in the impossibility to execute the agreement or if this execution has become unreasonably difficult, because of force majeure, ITALMASTER is entitled to suspend the execution or terminate the agreement without any charge or liability, through a letter sent by registered mail to the customer.
Are to be considered as circumstances of force majeure: war, natural disasters, strike or lock-out, fire, flood, confiscation, embargo, insufficient means of transport, general scarcity of raw materials or goods, limitations on energy consumption, irrespective of the fact that the circumstance of force majeure occurs with ITALMASTER or its suppliers.
9. All products supplied shall remain the property of ITALMASTER until full payment has been made of the main sum, interest, costs and taxes. During this period, the customer shall not sell or pledge the sold goods to a third party, or to dispose of the goods in another way. The risks, however, shall be at the customer's expense from the time of availability of the products as agreed.
In the event of non-compliance with this prohibition, the right to the resulting selling price will substitute the goods delivered and a fixed indemnity of 50% of the selling price will be due to ITALMASTER.
10. The competent courts of the Gent (Vredegerecht Deinze) district are the only authorities in the event of any dispute in relation to the General Conditions, as also in the event of any special agreement made between ITALMASTER and the customer. Belgian Law shall apply. The dispositions of the CISG do not apply.