General terms & conditions
GENERAL TERMS OF SALE
Unless other terms are expressly accepted in writing, only the general terms of sale mentioned hereafter, shall prevail for all our sale contracts. They form an integral part of our offers and confirmations. For the purpose of these general terms of sale the term ’SELLER’ means: n.v. TRISLOT WAREGEM/België.
Article 1. ––Offer – Acceptance.
Our offers are not binding on our part. Orders accepted by representatives and/or agents, only commit the seller provided that he confirms in writing. Every order from the customer implies the explicit acceptance of these general terms of sale on the sales agreement excluding the conditions prevent on the documents issued by the customer.
Article 2. ––Delivery.
1. The terms used in the sale contracts, have the meaning defined by the INCOTERMS 2020; all sale contracts are governed by the provisions of the INCOTERMS 2020.
2. Unless otherwise stipulated, all deliveries shall be made ex works and the risks shall be transferred when handing over the goods to the transporter, even in case of sale franco. This handing over stands for delivery.
3. The times of delivery, stated on the confirmation order are given only as an information. In case of non–delivery of the goods within three months after the stipulated date, the buyer shall have the right to rely on this delay to claim dissolution of the contract, excluding all claims for damages, on the condition that he informs the seller of his intention by email, fax or registered letter within 15 days after the three months have expired. Within 15 days after the giving of this notice, the seller shall either accept this dissolution or commit himself to deliver within 30 days; if he does not fulfill this last commitment, the sale is dissolved.
4. The seller reserves the right to make a partial delivery and to deliver the ordered goods with a 10 percent tolerance, because of technical reasons.
Article 3. ––Guarantee.
1. Conformity to the contract is determined according to the state of the goods on the moment of the transfer of the risks.
2. The buyer shall only be able to rely on latent defects, that appeared within the period of six months after the receipt of the goods, on the condition that he informs the seller by email, fax or registered letter. Within 8 days of the ascertainment of the defect. In this case the buyer shall only be entitled to ask the replacement of the delivered goods or a crediting equal to the value of the goods, excluding all damages.
3. Subject to his explicit and written agreement, the seller does not guarantee that the goods meet the exigencies of a specific process or transformation.
4. The seller guarantees that all products will be delivered according to the agreed specifications with the buyer in writing or by drawing. The time of guarantee starts at the moment of delivery and last for 12 months after delivery, unless otherwise stipulated in the contract.
Article 4. ––Liability.
1. The products are fabricated according to buyers specifications, consequently the seller does not accept any responsibility as to the design and the performance.
2. Without derogation to the above–mentioned articles, seller’s liability is limited to the direct damage arising from the delivered goods, seller will not accept indirect damage such as consequential damage, loss of profit, … . In case of resale of the goods, processed or not, the buyer shall, with respect to his own purchasers, restrict his liability, for damages arising from the livered goods to the value of his delivery.
3. In any case the responsibility of the seller will be limited to the total order value of the delivered goods which caused the damage.
4. In the event of an infringement on the intellectual property rights suit brought against the buyeron products delivered by us, and if as a result of such suit, a judgment is made final in a court of last resort against buyer, the seller agrees to pay that portion of the judgment only to the extent of the purchase price which shall have been paid by buyer for the infringing products delivered during the last six months prior to the commencement of said suit. The seller shall in no case be liable for any further use of application of the delivered goods, by means of which the buyer or a third party should infringe the intellectual property rights or the intellectual property rights of others.
5. In case the buyer adds or changes any specifications after approval on writing or by drawing, and additional cost can be charged by seller. In case of additions, changes or cancellation of the order after approval seller is entitled to charge buyer the incurred expenses already made to enable the fabrication of the products.
Article 5. ––Payment.
1. Invoices are payable on their due date or without stipulation within 30 days after invoice date to the bankaccount mentioned on the invoice.
2. For want of payment of the invoice on the due date, notwithstanding other remedies, the unpaid invoice shall bear an interest of 1% per month without prior written notice till payment of the total of the order value. In addition, on due date the invoices will be increased by a lump sum fee of 10% or a minimum of 50 euro without prior written notice, even when a payment plan has been authorized.
3. If the seller in its judgement determines that the buyer’s credit is unsatisfactory, the seller may stop work on the specified equipment. The seller reserves also the right not to deliver the not yet delivered goods and to take, with regard to the already shipped goods, such measures required to prevent the goods from coming into the possession of the buyer and required to secure his rights.
4. The delivered goods remain seller’s property until the moment the invoice is fully paid or until the cashing of the check or the collecting of the bill of exchange, which are issued in payment of the invoice, are done. In case of partial deliveries and if for these deliveries, separate payments are allowed, the goods remain seller’s property until the moment of the complete payment of the total amount of the order.
Article 6. ––General reservation.
In the event that the buyer makes default in any payment due to the seller on account of the purchase price for the specified equipment, the seller may, at its option, suspend the work on the specified equipment until the default is rectified, or terminate the sales contract to which the selling terms and conditions apply. Upon the insolvency or bankruptcy of either party, the other party may immediately terminate the sales contract to which these selling terms and conditions apply. If the buyer fails to perform any of its obligations hereunder, the seller shall have the right to terminate the sales contract upon written notice. No termination shall affect the buyer’s obligation to pay for any specified equipment shipped or for any work in progress hereunder prior to such termination or prejudice or affect any rights or remedies of the seller arising out of any default of the buyer.
Article 7. ––Jurisdiction.
1. All disputes arising in connection with the present contract, shall be finally settled by the Court in Kortrijk. Only Belgian law is applicable.
2. All disputes arising in connection witht the present contract related to international sales, shall be finally settled ac cording to the arbitration rules set out by the International Chambre of Commerce, Paris, by one or more by the arbitration rules appointed judges.