General terms and conditions
ARTICLE 1 Scope
The following invoicing terms and conditions govern every quote, sale, (sub)contracting, rental, delivery of goods or services by nv Atrac, with registered office at 8790 Waregem, Steenovenstraat 5 and with company number 0439.305.575. They are deemed to be known and accepted by the customer, notwithstanding any provisions to the contrary on the customer's documents.
ARTICLE 2 Quotes
2.1. Our prices and quotes are without obligation and without engagement on our part. Price quotes are made in good faith, but are only approximate. All legal charges and taxes are to be borne by the customer. 2.2. Only the contents of the confirmed quote shall serve as proof of what has been agreed between the parties. Under no circumstances can any clauses agreed upon by the customer with other involved parties be invoked against us. This too can only be deviated from with our express written consent.
ARTICLE 3 Delivery and execution deadlines
3.1. All goods are delivered to the registered office of nv Atrac and are dispatched at the customer's risk. 3.2. The delivery and execution deadlines are given in good faith but are only approximately and without any commitment. 3.3. No order can be unilaterally cancelled or rescinded by the customer due to the expiry of the delivery and execution deadline. Delays in delivery and/or execution do not result in a right to damages. 3.4. Changes to the order automatically mean that the initially proposed price and probable delivery dates lapse and will be subject to an adjustment of both price and delivery and execution deadline, in proportion to the requested change. 3.5. The delivery and execution deadlines are suspended by force majeure.
ARTICLE 4 Force majeure
4.1. Cases of force majeure, including at our suppliers, discharge us of any responsibility and obligation. If such non-performance is due to an event of force majeure, such as, but not limited to, operational accidents, labour disputes, disturbances, strikes or labour shortages, lockout, embargo, machinery breakdown, material, fuel, raw material or electricity/energy shortages, fire, flood, earthquake or other natural disasters, war or civil unrest, terrorism or terrorist threats, epidemics and/or pandemics (including any resulting governmental measures), priorities required, requested or granted by the authorities, legal restrictions or limitations by legal regulations, force majeure on the part of a supplier or subcontractor and errors or delays attributable to third parties, or other causes, whether or not similar to the causes listed above. 4.2. Force majeure and acts that are wholly or partially attributable to the customer, third parties or our subcontractors, suppliers, carriers or shippers shall entitle our company to terminate the agreement or suspend its execution in whole or in part, without any right to compensation on the part of the customer.
ARTICLE 5 Visible and hidden defects
5.1. Repairs are carried out at the customer's request and according to the usual rules of good workmanship. If the customer imposes or prescribes a construction, he is exclusively responsible for it. 5.2. Insofar as acceptance by the customer has not been explicit, visible defects or complaints regarding the conformity of the delivery and/or execution must be made by registered and reasoned letter within 8 days after completion of the work under penalty of cancellation. 5.3. For the customer to be able to claim indemnity for hidden defects, the legal requirements must be met and the customer must also report this by registered letter within 6 months of completion of the work at the latest. The customer must prove the alleged defects or non-conformity. All warranty claims lapse in the event of processing, modification or repair by the customer or by third parties. We are not liable for corrosion. 5.4. In any case, nv Atrac’s liability is limited to compensation for foreseeable, direct and personal damage, and nv Atrac can in no case be held liable for indirect damage, loss of use, consequential damage or loss of profit of the customer or third parties. In any case, nv Atrac’s liability is limited to the limits of its insurance policy, and in case of uninsured damage, liability is limited to the amount of the invoice. In case of delivery of defective parts, our liability is limited to the replacement of the defective parts free of charge. 5.5. Complaints, even if well-founded, do not entitle the customer to refuse further execution of the contract with regard to the other goods and/or works ordered.
ARTICLE 6 Terms of payment
6.1. Unless otherwise agreed in writing, our invoices are payable in cash, net and without discount or set-off 8 days after the invoice date at the address of our registered office at 8790 Waregem, Steenovenstraat 5 or to the specified bank account. Appointees are not authorised to receive payments. 6.2. Complaints concerning the invoice must be made by registered and reasoned letter within 8 days after the invoice date on penalty of cancellation. 6.3. Discounts are only valid insofar as they have been agreed in writing. 6.4. In the event of non-payment of the invoice on the due date, a default interest of 12 % per year shall be payable immediately and by operation of law, without prior notice of default being required. In addition, in the event of non-payment of the invoice on the due date, as a result of negligence or bad faith, and without a notice of default being required, the invoice amount shall be increased by 12%, with a minimum of EUR 125, without prejudice to the application of the aforementioned default interest. The non-payment of an invoice on its due date renders any amounts still due immediately payable, notwithstanding previously permitted payment terms and conditions.
ARTICLE 7 Suspension - extrajudicial dissolution
7.1. In the event that the customer, for whatever reason, does not fulfil the obligations arising from the agreement or from any other agreement between the same parties, even if this is a minor shortcoming, we are also entitled to suspend further deliveries and/or the execution of work. 7.In addition, we reserve the right, in the event of article 7.1. of the general terms and conditions, to consider the agreement to be fully or partially dissolved 15 days after sending a registered notice of default, without prior recourse to the courts, and to claim damages, the minimum of which is fixed at 30% of the agreed price of the undelivered products or the executed works, or in the event of rental, at 30% of the rent still due, the excess to be proven by us. The notice of dissolution shall be sent by registered post. 7.3. In the event of a breach, cancellation or premature termination of the agreement at the request or initiative of the customer, the customer shall owe the same minimum fixed compensation as stipulated in Article 7.2, the excess to be proven by us. 7.4. If, during the execution of the agreement, the customer's financial situation changes so that insolvency is to be feared (e.g. bankruptcy, declaration of incapacity, application for composition or voluntary/judicial liquidation of the customer), we reserve the right to dissolve the agreement out of court without prior notice, in which case the customer shall owe the same minimum fixed compensation as stipulated in Article 7.2, the excess to be proven by us.
ARTICLE 8 Retention of title
The delivered goods remain nv Atrac’s property until full payment of the principal, costs and interest. The storage of the goods pending delivery or collection shall be at the customer's risk. The customer acknowledges that the retention of title clause was brought to his attention and accepted by him before the delivery of the goods. In view of the retention of title, the customer is prohibited from disposing of the merchandise before full payment is made and this under penalty of fixed compensation equal to half the price of the delivered goods. If the customer proceeds with the sale to a third party in spite of this retention of title, the client simultaneously assigns his claim to payment of the price of the sale as security to Atrac. Atrac reserves the right to take back the goods as long as full payment has not been made.
ARTICLE 9 Right of retention
The customer grants Atrac nv a conventional right of retention on all goods, documents or monies, which it holds in execution of its order, and this from the date of the first order. The customer hereby declares that he has the right of disposal over these goods and grants this right of retention until payment of all overdue amounts which he still owes to Atrac nv, even if these owed amounts have another cause than the given order. Therefore, these goods will serve as a pledge for the payment of our entire debt.
ARTICLE 10 Warranty - Compensation
10.1. We reserve the right, before or during the agreement, to demand guarantees from the customer regarding payment of the price and/or execution of the agreement, on pain of dissolution of the agreement in accordance with Article 7.2. of the General Terms and Conditions. The costs of establishing this deposit shall be borne by the customer. 10.2. Both parties expressly declare that all claims of any kind, present and future, which they have against each other as a result of their commercial relationship, shall be automatically offset between them against all debts of any kind, present and future, which they owe to each other, and this at the time the respective claims and debts arise, regardless of their exigibility.
ARTICLE 11 Applicable law - Competent court
The agreements are subject to Belgian law. The courts of the judicial district of Ghent, section Kortrijk, shall have exclusive jurisdiction over any dispute or disagreement arising from this agreement.