General terms of purchase
1.1. Only these general terms and conditions shall apply, subject to changes that the parties could make by express, mutual agreement in writing.
1.2. By accepting the order, the seller shall waive any application of provisions in his general or particular terms and conditions of sale, even if they stipulate that they are the only ones applicable.
2.1. The buyer shall be authorised to have the quality of the materials and the parts of the equipment used for manufacturing inspected and verified at all times and at any stage of the production process by one or more duly authorised representatives.
2.2. The fact that no remarks were made during such inspections or verifications shall in no way deprive the buyer from the right to refuse the material as non-compliant or affected by an apparent or latent defect.
Except by written agreement to the contrary, “delivery duty paid at Jumet – Belgium" (DDP) shall apply in accordance with the Incoterms 2010.
4. Delivery period or date
4.1. Unless expressly stipulated otherwise:
- The delivery period shall run from the date of the order form issued by the buyer
- The delivery date or period shall be imperative.
4.2. If the delivery date or period fixed for the delivery is exceeded, the seller shall be required to pay a flat-rate compensation of 1% per week late, with a maximum of 15%, without any prior notice being required, for want of other conditions stipulated on the order form.
The penalties, if applicable, shall be deducted from the amounts payable by SENSY for the Order and may under no circumstances be considered as flat-rate compensation for any prejudice suffered by SENSY.
When the delay reaches 5 weeks, the buyer shall be entitled to terminate the contract without judicial intervention, if the other party failed to respond to prior notice, within 5 days of receipt of the latter.
The fact of applying the aforementioned clause shall not deprive the buyer of the right to demand full compensation from the seller for late delivery.
5. Transfer of risks
The risks shall be transferred upon the actual delivery of the goods, either by the seller, or by the carrier that the former has commissioned.
6.1. Payments shall be made according to the terms on the order form issued by the buyer.
6.2. If, owing to a circumstance provided under Article 9, the buyer is late with payment, the seller shall not be able to claim damages.
7. Acceptance of the goods - Complaints
Without prejudice to the application of Article 8, the buyer shall have 10 days as of the last of the following two dates:
- The actual delivery date of the goods;
- The date of receipt of the invoice,
to file a complaint or make any other remark concerning the compliance or quality of the goods sold.
The seller shall remedy, as promptly as possible, any defect to the goods, irrespective of its origin, which appears within 12 months as of the actual delivery and shall compensate the buyer for any prejudice the latter may have suffered.
9. Exemption clauses
9.1. Clauses for exemption shall include all circumstances that occur after the contract is concluded that are beyond the control of one of the parties and prevent the performance thereof, such as: labour disputes, fire, mobilisation, requisition, embargo, currency transfer prohibition, insurrection, absence of means of transport, general shortage of raw materials, energy consumption reduction, etc.
9.2. The party which invokes the aforementioned circumstances must inform the other party in writing at once as soon as they occur and disappear.
9.3. The occurrence of one of these circumstances shall discharge both the buyer and the seller of all liability.
10. Applicable law
The contract shall be governed by Belgian law, unless agreed otherwise in writing by and between the parties.
11. Competent courts
11.1. In the event of disputes, only the courts of the buyer’s registered office shall be competent.
11.2. When taking action as plaintiff, the buyer shall nonetheless be entitled to bring the case before any other competent court by virtue of ordinary law.