General Trade conditions
“World can run without money and currencies but not without business and trade.”
General Trade conditions of HiNoa Bvba
Article 1: Applicability
All agreements and transactions are made in compliance with these conditions (Conditions), unless otherwise expressly agreed in writing .
Article 2: Offers
Each offer by the vendor is made free of engagement, with respect to prices, quantities and delivery periods. The buyer is entitled to place an order based on this offer. This order shall be accepted by the vendor by returning an executed order confirmation.
Article 3: Formation of the agreement
The purchase agreement is deemed to be entered into on the date of return of the order confirmation, executed by the vendor or a person capable of binding the vendor, notwithstanding article 4 of these Conditions.
Article 4: Order confirmation
The content of the order confirmation as returned by the vendor is deemed to be binding upon both parties, unless the buyer disputes the content of the order confirmation by registered mail or by telefax within 4 calendar days after said return by the vendor.
Article 5: Quantities and prices
5.1 The prices mentioned in the offers and order confirmations are only valid at the minimum quantities as quoted for said prices.
5.2 Notwithstanding the executed order confirmation the buyer is entitled to buy a quantity less than agreed, subject to the prior written agreement of the vendor. In that case the vendor is entitled to demand the prices applicable at lower quantities at the time of delivery. The foregoing does not prevent the vendor to claim the dissolution of the purchase agreement according to article 11 of these Conditions.
Article 6: Price changes
6.1 The vendor may at all times until 7 calendar days prior to delivery increase the prices to reflect the costs which he can not control. The vendor shall give written notice to the buyer about the increase of the prices. The buyer shall give notice of his consent therewith within 7 calendar days after receipt of the adjusted price. In the absence of said notice the buyer shall be deemed to have accepted the new price.
6.2 Should article 6.1 apply, the vendor shall provide the buyer with an objectively motivated specification of the increased price.
Article 7: Samples
Samples are to be considered as average samples only, unless explicitly mentioned in the offer and/or confirmation.
Article 8: Delivery
8.1 Delivery periods are stated or accepted by the vendor as a mere indication only. The excess of a delivery period shall not lead to the dissolution of the purchase agreement, nor to damages at the expense of the vendor.
8.2 The delivery shall take place in the warehouses of the vendor or in the warehouses of a third party or at any other place indicated by the vendor. After the delivery, the transportation to the warehouses of the buyer or any other place indicated by the buyer and the insurance of the goods against all risks as from the delivery shall only occur for the account of the buyer and take place at his expenses and risks, unless otherwise expressly agreed upon in writing.
8.3 Freightages are given by the vendor to the buyer as a guideline only for calculation purposes and are not binding for the vendor.
8.4 If the buyer requests the vendor to charter, rent or use in any other way ships, trucks, trains, containers or any other means of transportation it is exclusively for the account and at the risks of the buyer.
Article 9: Partial delivery
If delivery at the buyer's request takes place in stages, each delivery, as well as the costs relating to these separate deliveries shall be invoiced separately.
Article 10: Payment
10.1 The buyer is obliged to pay within 30 calendar days after the date of the invoice. Any costs relating to the payment are at the expense of the buyer.
10.2 All taxes, import duties and other taxations relating to the goods are at the expense of the buyer and will be invoiced to the buyer.
10.3 Unless expressly stipulated otherwise by the vendor, payment shall take place at the vendor's office.
10.4 Payment shall be in euro's, unless expressly otherwise agreed in writing.
10.5 On each invoice that is not paid in full by the due date, interest shall accrue by right and without default notice on any unpaid amount as invoiced, from the due date at a yearly interest of 12%. For the calculation of the interest due, a part of a month is considered a full month.
10.6 Subject to the right to interests due pursuant to article 10.5 of these Conditions each invoiced sum which remains unpaid 7 calendar days after the forwarding of a registered mail to the buyer shall be increased with a lump sum of 12% of the due sum, with a minimum of 250,00 EUR.
10.7 In case of full or partial default by the buyer of his obligation to pay for deliveries already received, the vendor has the right to refuse or suspend future deliveries until the buyer has fulfilled his obligations, including all interests, damages and costs as stated in these Conditions.
Article 11: Dissolution of the agreement at the expense of the buyer
11.1 If the buyer does not perform the purchase agreement accordingly, it shall automatically be dissolved by right and without default notice at the expense of the
buyer. In that case the buyer is obliged to pay the costs, damages and the loss of profit suffered by the vendor. The same is true in case of bankruptancy.
11.2 The compensation due by the buyer for not having performed the purchase agreement equals as a flat minimum the sum of 1/3 of the amount that would have been due should the buyer not unilaterally have broken the purchase agreement.
11.3 Article 11.2 does not prevent the vendor to claim a larger compensation upon the evidence that the damages effectively caused to the vendor as a consequence of the purchase agreement not being performed, exceed said flat indemnity.
Article 12: Force majeure on behalf of the vendor
12.1 If the vendor is unable to perform the purchase agreement in its entirety or partly because of force majeure, the vendor is entitled at its own discretion to either terminate the purchase agreement, or to suspend the performance thereof for the duration of the situation causing the force-majeure without being held to pay any compensation to the buyer.
12.2 For the purpose of this article, force majeure on behalf of the vendor shall be considered to have occurred on each occasion accepted by law or by society which is not imputable to the will or the fault of the vendor, including without being exhaustive: war, civil war, rebellion, sequestration of the goods, embargo, work interruption, strike, lock-out, transport difficulties, blockage in raw materials supply, difficulties in power supply, failure in business and breakdown of machinery, import and/or export measures and restrictions on behalf of the authorities, serious currency fluctuations, exceptional climatic circumstances such as snow and storm, fire, flood or other disasters even if these circumstances occur by suppliers or subcontractors of the vendor.
Article 13: Complaints
13.1 The buyer has the obligation to control the goods at the time of delivery, including regarding their conformity and quantity. Complaints can only be taken into consideration by the vendor when made at the vendor's office within 4 calendar days after receipt of the goods, in writing and motivated by registered mail or fax under the condition that the goods are kept at the disposal of the vendor for verification, if any.
13.2 After said term of 4 calendar days no further complaint shall be accepted and the buyer shall be deemed to have waved any claim with respect to the goods.
13.3 The goods may only be returned after express and written consent of the vendor and at the expense of the buyer.
13.4 When a complaint is accepted by the vendor or, in case of a dispute, deemed by a judge to have merits, the buyer can only claim a reduction of the price corresponding with the decreased value, excluding any other damages. Under no circumstances shall the vendor be held to indemnify consequential damages.
13.5 Costs and damages of any kind, caused by or during transportation, loading or unloading, never are recoverable from the vendor or at the vendor's expense, but are totally for the account of the buyer. The buyer expressly waves each claim for compensation against the vendor in that respect.
Article 14: Restrictions on the right of ownership
14.1 The right of ownership of the delivered goods only passes to the buyer, after full payment of the price. The buyer is not entitled in any circumstances to process the goods in any way, make the goods immovable through incorporation or sell the goods or transfer property of the goods.
14.2 The restrictions on the right of ownership do not infringe the passing of the risks pursuant to article 13.5 of these Conditions. During the time of the restrictions on the right of ownership the buyer is responsible for the keeping of the goods. Every loss or damage is at the buyer's risk.
14.3 The buyer is obliged to insure the goods against all risks at its expense. The buyer has to keep the goods in such a way that mingling with other goods is impossible and the goods have to be recognizable as property of the vendor. Each payment by the buyer shall first be deducted from the invoices of the goods as used, processed or sold by the buyer.
Article 15: Guarantee
The vendor is at all times authorized, before delivery or further delivery, to request to be sufficiently guaranteed by the buyer on the fulfillment by the buyer of the payments under pending contracts. The vendor may request guarantees without default and
despite possible payment facilities that the vendor may have granted to the buyer.
Article 16: Costs of recovery
All costs, made by the vendor concerning the performance of the purchase agreement between the vendor and the buyer, including the recovery of demands in any form from the buyer, including bills of exchange, demand notes and protests for non- payment, law costs and extra judicial costs, such as costs for legal assistance of the vendor, fully come at the expense of the buyer in default.
Article 17: Jurisdiction
Each dispute falls within the sole jurisdiction of the Belgian tribunals or courts and more specifically the tribunals of the district Antwerp.
Article 18: Governing law
All transactions and agreements between the vendor and the buyer, independently in which country the buyer might be established, shall be governed by the laws of Belgium excluding the United Nations Convention on Contracts for the International Sale of Goods (1980) (as amended).