Article 1 : Basis of contract
Acceptance of the Purchase Order involves the acceptance of these Purchase Conditions to the exclusion of any conditions of contract or sale proposed or tendered by the Seller as may be supplemented by any particular or special conditions concerning the specific order. Any variations or supplementary terms proposed by the Seller must be set out by the Seller in a separate Memorandum which shall be attached to the returned Purchase Order the Memorandum to be signed by the Buyer.
Article 2 : Delivery
Goods shall be delivered by the Seller to the location and by the delivery date specified in the Purchase Order. Unless otherwise stated in the Purchase Order, the goodes are purchased on franco Buyer's premises in Mouscron terms (unless another place delivery is stated in the Purchase Order).
The goods shall be properly packed an secured by the Seller in such a manner as to reach their destination in good condition. The container or pallet must be clearly identified with the Purchase Order number and a packing note must be atached externally thereto by the Seller listing in legible markings the contents of the container or pallet and in particular giving information as to the goods weights and dimensions together with such other descriptive information as may be required for the transport of the goods and/or their clearance through Customs.
A delivery note in two originals shall be handed upon each delivery to the reception desk at the Buyer's premises. Where the Seller is located outside Belgium the Seller shall at the time of completion of lading either as the Buyer directs send by courier two sets of the documents needed to clear Custoùs including those stated in the Purchase Order to the Buyer or its fowarding agent in Belgium and/or hand over two sets of the said documents
to the carrier.
The Buyer shall be entitled to refuse to accept the goods where delivered on a date prior to the date of delivery specified on the Purchase Order.
The Buyer shall be entitled to refuse to accept delivery of any goods delivered over and above the quantity ordered and return the said goods to the Seller (at the risk of the Seller) or keep the goods after agreement with the Seller as to the price therefor. Transport costs and all ancillary costs incurred by the Buyer in connection with the return of the goods shall be for the account of the Seller. The Buyer reserves the right to examine the goods within a reasonable time of their arrival at its premises for any apparent damage loss shortage non-conformity to specification and/or defect on materials or manufacture visible to the naked eye.
Article 3 : Price
Except where otherwise agreed in the Purchase Order, the price specified in the Purchase Order is fixed and not subject to any cost or price adjustment formula. Unless otherwise agreed in meeting, payment of the Seller's invoice will be by banking transfer at 100 (one hundred) days from the date of
the end of the calendar month in which the delivery is placed as defined in the Purchase Order. The Buyer reserves the right to withhold all or part of payment of the price in the goods are incomplete or unsatisfactory until such time as complete and satisfactory delivery of the goods has taken place.
Article 4 : Delay in Delivery - Liquidated damages
The delivery date is specified in the Purchase Order. The delivery date is fixed and not subject to extension other than by mutual agreement in writing. Where there is a delay in delivery of goods, the Buyer is entitled to liquidated damages equal to 5% the value of the goods in question for each complete week of delay up to 21 days from the delivery date. In addition in the case of goods purchased ex works the Seller will reimburse the Buyer any demurrage or waiting time costs of the carrier incurred due to delay in delivery or readiness to load. If the goods are not delivered by 21 days after
the delivery date the Buyer shall be entitled to cancel the Purchase Order and to terminate the sale by giving written notice to such effect to the Seller (and without any extrajudicial formality) without prejudice to the Buyer's right to liquidated damages and the right to claim damages for any loss and damage incurred as a result of any delay in delivery.
Article 5 : Passing of property - Risk
Property in the goods shall pass to the Buyer when the goodes have been loaded by the carrier. Save where the Purchase Order provides for delivery ex works of the Seller, the risk in the goods shall remain with the Seller until thegoods are delivered to and unloaded at the location specified in
the Purchase Order.
Article 6 : Warranty
The Seller warrants that the goods supplied by the Seller comply with the Purchase Order and all relevant drawings designs norms standards description properties and approved samples referred to therein as to quality, quantity and specification; and that they are fit for the purpose for which they are workmanship and free from defects.
Where the goods are in the opinion of the Buyer defective in design materials and/or workmanship or otherwise fail to meet the requirements in the previous paragraph the Buyer shall have the right (without prejudice to any other rights or remedies he may have including under article 8 below and any action in damages and whether before or after part or full machining cutting or any other dealing with the goods) at anytime within 18 months from
the date of delivery or collection of goods or 12 months after the date of supply of the goods or part thereof of any item incorporating the goods to any third party by the Buyer (whichever is the later) or where the non-conformity or defect is not apparent on examination within a reasonable time of discovery of the defect to reject the goods(or if the Buyer so elects only such of them as are defective) an to receive forthwith replacement goods or the repair or such other additional services as may be required by the Buyer to rectify defects or at the Buyer's option a full refund of the price. Any costs incurred by the Buyer to correct non-conformity or defects are for the Seller's account and may be est off against the price.
In case of rejected goods the Buyer shall return them to the Seller at the Seller's risk and expense. Any extra expense incurred by the Buyer as a result of or in connection with any such defect or failure in the goods shall be reimbursed by the Seller to the Buyer without prejudice to any other rights or remedies available to the Buyer. Where the Buyer so requests the Seller shall with all possible speed and without cost to Buyer replace the goods or
the part thereof which are or is in the Buyer's opinion defective. The above mentioned warranty period of shall be extended by a further 12 months from the date any remedial work carried out by the Seller under or pursuant to this warranty shall have been approved by the Buyer.
The conditions warranties and remedies provided for hereunder shall be in addition to those provided or omplied by or available at law.
Article 7 : Indemnity
Without prejudice to the Buyer's other rights and remedies the Seller will indemnify the Buyer against all losses liabilities actions demands claims costs damages and expenses of any kind whatsoever and howsoever arising and whether direct consequential or special including without limitation any injury loss or damage resulting from or arising out of or incidental to :
(a) any negligence on the part of the Seller its employees or agents;
(b) the Seller's execution or failure to execute the Purchase Order or breach of its obligations thereunder;
(c) any defect in the goods;
(d) any defect in the design of the goods;
(e) any breach by the Seller of the warranties given by the Seller in these Condistions.
Article 8 : Termination - Set off
The buyer shall be entitled (without prejudice to any other rights and remedies available to it under these conditions or otherwise) to terminate
the Purchase Order by giving written notice to such effect to the Seller (and without any extrajudicial formality) without compensation or any other payment beconming due to the Seller and to recover any monies already paid to the Seller and any additional expense incurred by the Buyer in any of
the following events :
(a) if any of the goods are not delivered or made available 21 days after the delivery date stated in the Purchase Order;
(b) i the Seller commits any act of insolvency or the Buyer has reasonable doubts as to the solvency of the Seller ;
(c) in the event of bankruptcy or insolvency of the Seller if an individual trader or partnership;
(d) in the event of receivership or administration order or any winding up procedure initiated against the Seller if an incorporated company;
(e) if the Seller is in breach of any of the provisions of these conditions;
(f) any event of force majeure impeding a party performing for more than 21 days. Any sum due by the Seller to the Buyer under one Purchase Order may be set off against the price due by the Buyer under another Purchase Order.