General terms and conditions of sale Bonami BV.
Applicability and acceptance of general terms and conditions of sale.
1. All our sales, deliveries, works and services shall be governed exclusively by these general terms and conditions. Deviations from our general terms and conditions shall only be valid if they have been expressly agreed in writing. The possible legal invalidity of one or more of these general terms and conditions shall in no way detract from the legal validity of the remaining provisions.
2. Acceptance of these general terms and conditions, be it tacit or explicit, also implies that the customer completely waives the application of his general terms and conditions.
Conclusion of agreement and amendments
3. Our offers are, unless otherwise agreed in writing, entirely without obligation and are only valid for the period indicated in the offer. The agreement shall only come into effect after our written order confirmation, or by the commencement of the execution of the relevant order or at the time of the signing by the customer of documents referring to the delivery of goods or services.
4. Our prices, as stated in our offers, either as unit prices or as fixed prices, were determined on the basis of the tariffs, official rates, wages and social security charges valid on the date the offer was drawn up. Transport costs communicated are not binding. These in the order confirmation may fluctuate from the final transport costs. We use external transport companies for this purpose and these prices are subject to fluctuations, over which we have no control. The customer always has the option of providing his own transport.
Cancellation and compensation
5. Any cancellation of an order must be made in writing. If the customer cancels an order, he will pay the following cancellation fee, taking into account that we always deliver custom-made products:
a. In case of cancellation before the execution of the order: 10% of the total amount of the order.
b. In the event of cancellation after the start of execution of the order: the real loss, being at least the price of the works carried out and materials purchased or produced plus 20% of the total amount of the order. The cancellation fee owed is always at least equal to the amount already invoiced.
Delivery and risk
6. Delivery dates are only confirmed by way of indication. Delays in delivery do not entitle the customer to claim damages or the right to terminate the agreement. However, the customer will be notified of any delay in delivery as soon as possible. Changes to the order automatically result in the expiry of the presumed delivery deadlines.
7. The risk for the goods shall pass to the customer at the moment the goods leave our premises, even if the goods are part-delivered or have to be installed by us or the shipping costs are included in the price or the goods are transported by us.
8. No complaint regarding the quality and nature of the delivery will be allowed if it is not made within eight days after delivery. In addition, we reserve the right to deliver the balance of the goods sold only after the buyer has specially come to accept them or had them accepted on departure.
9. We reserve the right to request advance payment from the customer before or during the execution of the agreement. If the customer does not comply with our request in this regard, we reserve the right to either postpone further execution of the agreement with the customer until the customer has complied with our request, or to consider the agreement with the customer to be terminated without prior judicial intervention and without prior notice of default, in which case the customer shall owe a termination fee in accordance with Article 30.
10. All sales and agreements are payable in Aalter in cash and without discount, unless otherwise stipulated. Payment of an invoice shall not imply settlement of previous deliveries. Contrary to the provisions of Article 1146 of the Civil Code, an interest of 18% per annum shall be automatically payable from the due date on sums not paid by the due date. The calculation of this interest will be made per period of 30 days, and each period that has started will be considered as expired. In the event of whole or partial non-payment of the debt on the due date, without serious reasons, and after an unsuccessful notice of default, the balance of the debt shall be increased by 12% with a minimum of EUR 50 and a maximum of EUR 1,500, even if terms of respite are granted. All delivered products remain our property until the full sales price has been paid. In all cases and regardless of what has been said above, the non-payment of the invoice on its due date gives us the right to destroy the orders that have not yet been carried out and to demand immediately the total of what is still owed, or to take back the delivered goods, without prior notice and subject to compensation. In addition, we reserve the right to destroy any sale if the seller does not provide sufficient guarantees of solvency or refuses to open an irrevocable bank credit.
Default of the customer and dissolution of the agreement
11. We reserve the right to consider the agreement with the customer terminated, without prior judicial intervention and without prior notice of default, to the disadvantage of the customer in case of bankruptcy, suspension of payment or apparent insolvency of the customer, or if the customer seeks protection from its creditors under any procedure, is convicted of fraud or is subject to withholding taxes and/or social debts.
12. In case of non-compliance with the customer's payment obligation, we reserve the right, on the one hand, to postpone the further execution of the specific or any other agreement with the customer until the customer has paid all arrears in full and, on the other hand, to consider the agreement to be cancelled at the customer's expense without prior judicial intervention and without prior notice of default.
13. In all cases where the agreement with the customer is rescinded to our detriment, the customer undertakes to pay, within 8 days of notification of the rescission, a compensation for breach of contract estimated at a flat rate of 20% of the value of the agreement concerned, without prejudice to our right to prove higher damage and costs.
14. In general, the execution of our sales shall only be obligatory insofar as nothing prevents the production, import, export or delivery, such as the closing of borders, the non-obtaining or withdrawal of licences, strikes, riots, war, industrial or transport accidents, persistent bad weather, illness and other cases of force majeure. Competent court and applicable law
15. The agreements are subject to Belgian law. The Vienna Sales Convention shall not apply.
16. All disputes which may arise directly or indirectly as a result of our sales shall be subject to the exclusive jurisdiction of the courts where our registered office is situated. Even for sales made in other countries, only the court of Ghent shall be competent, even in the event of a plurality of defendants, to take cognizance of all claims, even additional ones, in the capacity of intervention and/or guarantee, irrespective of whether it concerns a principal or an additional claim. No provision, even an explicit one, on the buyer's letterhead shall detract from these terms and conditions of sale unless agreed in writing by the seller.
17. The version in the Dutch language shall always prevail over all other versions