Only the Sales conditions in Dutch are valid. Underneath salesconditions are mentioned for your info:
1. The legal relationship between BELVEN and the customer shall be governed by these general terms and conditions. These general terms and conditions shall apply to all quotations, order confirmations, deliveries, services and invoices of BELVEN and to all oral and written agreements or arrangements between BELVEN and the customer. The customer's general terms and conditions shall not apply, even in the absence of any explicit rejection of said terms and conditions by BELVEN. The customer completely waives the application of its own general terms and conditions upon the (implicit) acceptance of these general terms and conditions. Exceptions to these general terms and conditions are only possible if expressly agreed to in writing by BELVEN.
2. All quotations, prices and offers are non‐binding and provided purely for information. Orders shall deemed to be accepted only upon their confirmation in writing, signed by the managing director or a person specially authorised to that effect by BELVEN and, if necessary, after payment of the requested down payment by the customer. No employees of BELVEN, other than the managing director or those persons specially authorised to that effect, are entitled to receive any monies in the name of BELVEN.
3. BELVEN explicitly reserves the right to increase the prices quoted, if one or more purchase prices of goods (including, but not limited to, raw material prices, personnel costs, costs of insurance, energy or transport and the like) should be increased, even if said increase is the consequence of foreseeable circumstances. All prices quoted are, unless expressly stated otherwise, exclusive of VAT, taxes and levies. The latter are always borne by the customer.
4. BELVEN warrants solely that the goods sold are suitable for the use for which they are intended and used in accordance with the installation and/or operating instructions. Except if otherwise expressly agreed between the parties in writing, BELVEN shall not be deemed to be aware of or take account of the specific applications for which the customer wishes to use the purchased goods and, accordingly, BELVEN may not be held liable for same. The customer alone is liable for the specific use that it will make of the purchased goods or the specific purposes for which it shall employ them.
5. Unless otherwise agreed in writing, the delivery or execution dates quoted by BELVEN are always approximate, thus never binding. Execution/delivery delays shall not entitle the customer to reject any execution/delivery nor give rise to any compensation.
6. BELVEN reserves the right to make use of partial deliveries and to calculate the deliveries according to the execution thereof. A partial delivery of an order shall not, under any circumstances, give the customer the right to refuse to pay.
7. All goods are deemed to have been removed from BELVEN's warehouse (delivery EX WORKS BELVEN in Mechelen) and always to be sent at the customer's risk even if dispatching is organised by BELVEN. The packaging costs are always borne by the customer. The packaging may, subject to BELVEN's prior written consent, be taken back by BELVEN.
8. The customer undertakes to check immediately, upon delivery, that the quality and/or the quantity of the goods delivered correspond to what was agreed. Any deliveries that are not in conformity therewith must be refused. Complaints or protests regarding any visible defects relating to the goods delivered must be forwarded by registered post, together with a clear description of the defect or the complaint, within five (5) days of receipt of the goods. Such complaints shall not suspend the customer's payment obligations. After said deadlines, deliveries shall be deemed to have been definitively and entirely accepted. Complaints relating to visible defects shall be accepted and investigated only if the customer has not yet made use of the goods.
9. When placing an order, the customer undertakes to proceed with the purchase. Orders of goods made to order may not be cancelled. In the event of a cancellation of an order of stock goods before the goods have been delivered, the customer shall be liable for a flat‐rate amount of compensation equal to 25% of the sales price of the cancelled goods, not withstanding BELVEN's right to claim any greater
proven damages.
10. Goods may be returned solely after we have given our express consent to same in writing. Only goods that have not been used will be taken back at a maximum price of 75 % of the sales price (excl. VAT), if returned in their original packaging. Retuned goods are always sent at the customer's risk. Tailor‐made goods may never be returned.
11. Except if otherwise expressly agreed in writing, all our invoices are payable and due in cash at BELVEN's registered office. Any currency exchange risk is always borne by the customer.
12. Complaints or protests with regard to the invoice must be forwarded by registered post to us, together with a clear description of the complaint, within five (5) days of the date of issue of the invoice. Such complaints shall not suspend the customer's payment obligations. After said deadline, the invoice shall be deemed to have been definitively and entirely accepted.
13. In the event of failure to pay an invoice on its due date, all other outstanding invoices shall, without prior notice, be immediately due and payable, and late interest of 8% per annum shall immediately and without prior notice be applied from the due date of the invoice. BELVEN shall, furthermore, have the right to suspend any current orders.
14. The customer shall also, in the event of late payment, be liable for a flat‐rate sum for BELVEN's extra‐judicial recovery costs equal to 8% of the principal due, with a minimum sum of 40 euros, notwithstanding BELVEN's right to claim payment of legal recovery costs and for other damages that are not solely caused by the late payment.
15. Retention of title clause: the ownership of the sold goods shall be transferred to the customer only after full payment of the price of the goods in question, increased, if necessary, by interest, damages and other costs. The risk with regard to damage to or loss of the goods sold shall, nevertheless, be transferred to the customer from the time of delivery, in accordance with these general terms and conditions. In the event of the recovery of goods under retention of title, the down payments shall, at all times, be retained by BELVEN as compensation for possible losses on resale.
16. Should the customer resell the delivered goods, while still under retention of title, even if said goods have been processed, then the customer shall transfer over to BELVEN all claims that arise from said resale.
17. If, at the customer's request, the delivery docket or invoice is made out in the name of a third‐party, the customer shall remain accountable and security for the payment of the invoice.
18. The customer accepts and acknowledges that BELVEN may also pass on to it any disclaimers, exceptions and limitations of warranty that BELVEN's suppliers apply to BELVEN. The warranty on the goods is limited to the period of maximum 12 months after delivery. BELVEN's liability with regard to defective goods is limited, under all circumstances, to the repair or replacement of the defective goods and, if necessary, to the dispatch of spare parts from our warehouse, subject to the condition that the goods were correctly installed in accordance with our installation instructions, the most recent versions of which are always available on our website: www.belven.com. The customer may not under any circumstances demand any additional compensation from BELVEN.
19. Save liability arises as a result of fraud, intentional error or gross negligence, the total liability of BELVEN and its employees for damages shall, at all times, be limited to the amount covered by BELVEN's third‐party liability insurance. Said cover amounts to at most EUR 2,500 000 for all insured damages together per insurance year irrespective of the number of events and EUR 500,000 for installation and removal costs per insurance year, limited to EUR 125,000 per event. Should the buyer, customer or party placing the order be of the view that the insured amount is too low, it must in turn take out additional insurance for the outstanding risk amount. BELVEN shall not, furthermore, be liable or bound to pay for any possible intangible, indirect or consequential damages, including (but not limited to) loss of goodwill or clientele, (increase in) administrative, personnel or other general costs, production limitations or disruptions, lost of profits, claims by third‐parties and the like.
20. Should BELVEN deem its confidence in the solvability or creditworthiness of the customer to be shaken by actions of a legal nature taken against the customer and/or other demonstrable events, which raise questions about the confidence in the proper performance of or render impossible the commitments entered into by the customer, BELVEN reserves the right, even if the goods have already been entirely or partially sent, to suspend the entire order or part thereof and to demand appropriate guarantees from the customer. Should the customer refuse to act, BELVEN reserves the right to cancel the entire order or part thereof, notwithstanding BELVEN's rights to demand compensation and interest.
21. Should and to the extent that any provision of our general terms and conditions be or declared to be null and void, or have to be modified, said action shall not affect the validity of the other provisions.
22. Belgian law alone shall apply to all orders, deliveries and all obligations arising thereunder, with the exception of the provisions relating to international private law. The application of the Vienna Sales Convention is expressly excluded.
23. The courts of the Mechelen district shall have sole competence with regard to any and all disputes or arguments that may arise with regard to agreements subject to these general terms and conditions. No dispute or argument shall release the customer from paying sums due within the stated deadlines