GENERAL CONDITIONS ON ORDERING, DELIVERIES AND PAYMENTS FOR EXPORT
1.1 These General Conditions shall apply to products and related services (hereafter jointly the “Products”) provided by VTE Belgium (hereafter “VTE BELGIUM”) to a customer (hereafter the “Buyer”). Any proposal or form of proposal howsoever (hereafter the “Proposal”) made by VTE BELGIUM to the Buyer for its Products shall be governed by these General Conditions which, unless expressly otherwise agreed in writing, shall prevail in the event of a discrepancy with any other written or oral agreement between VTE BELGIUM and the Buyer.
1.2 The Proposal sent to the Buyer, shall be valid for a period of thirty (30) days from the date of its issuance, unless extended by VTE BELGIUM by written notice to the Buyer.
1.3 The Buyer’s written acceptance of the Proposal and/or the placement of an order in writing by the Buyer (hereafter the “Order”) shall be deemed the Buyer’s unconditional and irrevocable agreement to these General Conditions and the waiver of the Buyer’s own purchase terms and conditions or any other similar document. The Buyer shall
ensure that the terms of its Order and any applicable specification are complete and accurate.
1.4 The Proposal may be subject to alteration and withdrawal by written notice of VTE BELGIUM to the Buyer at any time.
1.5 If the Buyer accepts the Proposal with additions, modifications, qualifications or assumptions, such acceptance shall be considered a new offer by the Buyer. Any such new offer shall only be binding upon VTE BELGIUM if and to the extent it is accepted in writing by VTE BELGIUM. No Order may be canceled or modified after the date of issuance of the Order Acceptance, except with the prior written approval of VTE BELGIUM and provided that all costs resulting therefrom shall be borne by the Buyer.
2.1 Unless otherwise agreed in writing, all sales of the Products between the parties are deemed concluded "EXW loaded" VTE BELGIUM’s premises as further specified in the Order Acceptance.
The term “EXW loaded or any other term used to define the terms of sale provided shall be interpreted in accordance with the INCOTERMS 2000 published by the International Chamber of Commerce.
2.2 Except in the event of absence of any license or other official authorization necessary for the import or export of the Products, the delivery schedule shall be calculated from implementation of the financing, upon receipt by VTE BELGIUM of a 100 % down-payment for the Order.
2.3 Any dates specified by VTE BELGIUM for delivery of the Products are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.
2.4 Prior to delivery, the Products will be preserved, packaged or crated in accordance with VTE BELGIUM’s usual standards.
2.5 The Products delivered in accordance with an Order are definitively transferred and may not be either returned or exchanged except in the event of a provision to the contrary.
2.6 VTE BELGIUM reserves the right to make partial deliveries with partial invoicing for the relevant amount.
2.7 Should the delivery of the Products or any part thereof be postponed either at Buyer’s request or for any reason not attributable to VTE BELGIUM, VTE BELGIUM shall be entitled to store the Products or any part thereof at Buyer’s risks and expenses. The date of storage shall be deemed to be the date of delivery.
2.8 Any liability of VTE BELGIUM for non-delivery of the Products shall be limited to either replacing the Products within a reasonable time or issuing a credit note at the pro rata rate against any invoice raised for such Products at VTE BELGIUM’s discretion.
3. TRANSFER OF RISKS AND TITLE
3.1 Risk in the Products shall pass to the Buyer in accordance with the Incoterm elected for delivery thereof.
3.2 Title to the Products shall vest in the Buyer at the time of delivery.
4.1 Except in the event of provisions to the contrary included in the Order Acceptance, the prices for the Products specified in the Proposal and Order Acceptance of VTE BELGIUM are fixed and firm for the performance according to the terms and conditions herein contained.
4.2 The prices hereunder set forth are quoted in Euro (EUR), which will be the invoicing and payment currency.
4.3 All prices of Products and/or parts thereof to be delivered by VTE BELGIUM are to be understood "EXW loaded", VTE BELGIUM premises, according to the INCOTERMS 2000 of the International Chamber of Commerce.
4.4 Without prejudice to the above-mentioned INCOTERMS, all prices hereunder are exclusive of all taxes, customs duties, levies and other charges whatsoever which the Buyer shall pay in addition when it is due to pay for the Products
4.5 Except in the event of provisions to the contrary included in the Order Acceptance, all prices are valid for thirty (30) days starting with their date of issuance, unless extended by VTE BELGIUM by written notice to the Buyer.
5. INVOICING AND PAYMENT
5.1 Except in the event of provisions to the contrary included in the Order Acceptance, the price shall be payable in Euro (EUR).
Down payment: the Buyer shall pay VTE BELGIUM within 10 days an amount equal to 100% of the price against remittance by VTE BELGIUM of a pro forma invoice for the amount mentioned here above; the said down payment shall constitute a condition precedent to the coming into force of the delivery and shall be paid by direct bank transfer to the bank nominated in writing by VTE BELGIUM to the Buyer.
5.2 Early payment shall not result in the granting of any reduction in the price by VTE BELGIUM. No payment shall be deemed to have been received until VTE BELGIUM has received cleared funds.
5.3 In the event Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to VTE BELGIUM, VTE BELGIUM may, without limitation, 1. postpone the fulfillment of its own obligations until full payment of the sums due to VTE BELGIUM;
2. terminate the Order upon the expiry of a seven calendar (7) day written notice from VTE BELGIUM to the Buyer.
5.4 Time for payment shall be of the essence. In the event of a payment delay by the Buyer, VTE BELGIUM may also require for any new delivery (regardless of the conditions that may have been agreed), payment prior to shipment or suspend or cancel any pending Order without incurring any liabilities whatsoever.
5.5 VTE BELGIUM reserves the right to establish, at any time, a limit for outstanding credit in favor of the Buyer, and adapt the applicable payment periods accordingly.
5.6 No discount will be accepted for advance payments except in case of prior written consent between the parties.
5.7 All payments payable to VTE BELGIUM shall become due immediately on its termination despite any other provision.
6.1 Subject to you complying with the remainder of these terms and conditions, VTE BELGIUM hereby warrants the Products to be free from defects in materials and workmanship under normal use and service for a period of twelve (12) months from the
date of delivery. The Buyer shall notify VTE BELGIUM of the defects in writing within seven (7) calendar days after the defects are discovered, and the notice shall thoroughly describe the conditions under which the defect has arisen in order to facilitate the diagnostic of the defect. The Buyer must retain the Products at its premises unless requested by VTE BELGIUM to return the Products to VTE BELGIUM. VTE BELGIUM will make arrangements with the Buyer for the Products to be evaluated. If the evaluation reveals a defect in the Products the defects of the Products returned by the Buyer will be made good at
VTE BELGIUM's expense by repair or replacement at VTE BELGIUM's option. The property of the defective Products shall pass to VTE BELGIUM upon delivery of the replacement. Should a part no longer be available, it will be replaced with a part that most closely matches it.
6.2 Transportation and insurance costs for defective parts returned to VTE BELGIUM shall be at the Buyer's charge. Transportation and insurance costs for parts replaced or repaired by VTE BELGIUM shall be at VTE BELGIUM's charge.
6.3 The Products are provided “as is” and VTE BELGIUM's warranty hereunder is strictly limited to the repair or replacement of defective parts.
6.4 This warranty shall not apply to consumable and extendible items and to defects arising from or connected with Buyer’s failure to operate or maintain the Products in accordance with the manufacturer’s specifications and documentation and generally with standard practices of product operations.
6.5 For Products resold as is and components that VTE BELGIUM purchases from suppliers, VTE BELGIUM’s warranty is strictly limited to the terms granted to VTE BELGIUM by its suppliers.
7. FORCE MAJEURE
7.1 VTE BELGIUM shall not be in default if the performance of any of its obligations is partly or wholly delayed or prevented by reason of Force Majeure.
7.2 "Force Majeure" shall mean any event beyond the reasonable control of VTE BELGIUM such as, without limitation: acts of God, governmental decision, embargo, war or national emergency, hostilities, act of the public enemy, terrorist attacks anywhere in the world, riot, civil commotion, sabotage, fire, flood, explosion, epidemics, quarantine restriction, disturbances in supplies from normally reliable sources (including without limitation electricity, water, fuel and the like), strike (either at VTE BELGIUM or its suppliers or subcontractors), lock-out and labour disturbances(whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, or delay from a supplier or subcontractor facing a case of force majeure as defined herein.
7.3 In case of Force Majeure, VTE BELGIUM shall give notice of the event to the Buyer and the time schedule for the performance of the delivery shall be automatically extended by the period of time as reasonably necessary for VTE BELGIUM to overcome the consequences of such event.
7.4 If the performance in whole or part of any VTE BELGIUM's obligation is delayed or prevented by reason of Force Majeure for a period exceeding three (3) months, VTE BELGIUM may at any time without further liability to the Buyer, request termination of
the Order or any part thereof. The parties will then try to establish by mutual agreement a liquidation settlement. However, Force Majeure shall not prevent or delay the payment of any sum due or to be due by either Party.