1. These general terms and conditions of sale apply to all sales and supplies of goods or services by Milcobel cvba (company registration number 0870.019.427) or its affiliated companies (Seller), to the express exclusion of any contrary, different or additional conditions of the buyer, unless they have been accepted expressly and in writing by Seller. Every order placed by the buyer constitutes an offer from the buyer to purchase goods or services in accordance with these general terms and conditions of sale; Seller may accept or decline such an offer at its own discretion.
Seller shall not be bound by any offer or quotation for the sale of the goods or services which it provides. Such an offer or quotation only constitutes an invitation to the buyer to place an order for the purchase of goods or services of Seller.
A contract is only concluded upon written acceptance by Seller of the buyer’s order, for instance by means of an order confirmation. The application of these general terms and conditions of sale shall be considered to have been accepted by the buyer by the submission of an order or the acceptance of the goods or services delivered.
2. Unless expressly agreed otherwise in writing, the goods shall be delivered Ex Works (EXW Incoterm 2010) at the company premises of Seller. Stated delivery times are approximate only, and Seller shall keep the buyer informed of any significant variation from the delivery time. Seller shall make reasonable efforts to meet delivery times. Unless expressly agreed otherwise in writing, failure to meet delivery times shall not constitute grounds for cancellation of the
contract or justify any claim for compensation or price reduction.
3. The buyer shall inspect all goods immediately upon receipt. All complaints about goods or services delivered shall, on pain of nullity, be formulated in writing and received by Seller at the latest 5 working days, (i) for hidden defects, following the discovery of those hidden defects moment the hidden defects should be reasonably detectable, and (ii) for all other defects, following receipt of the defective goods by the buyer or the buyer’s agent.
No return of goods shall be accepted without the prior written agreement of Seller. Complaints shall not entitle the buyer to postpone payment of the invoice or to withhold any amount.
4. All invoices shall be paid at the latest on the due date stated on the invoice or, failing a due date, within 30 calendar days after invoice date, net and without any discount.
The set-off of mutual receivables shall only be permitted if this has been agreed expressly in advance and in writing.
5. All complaints or objections concerning invoices shall be formulated in writing and addressed at the latest within 5 working days after invoice date, failing which the claim resulting from the invoice shall be considered to have been irrevocably and definitively accepted by the buyer.
6. All amounts still outstanding on their due date shall ipso jure and without notice be cumulatively increased with:
- a lump-sum and irreducible amount by way of compensation of 10% on the first bracket of €1,000, 8% on the second bracket from €1,000 to €25,000, and 6% on the bracket above €25,000, and in any case with a minimum of €100, and
- default interest equal to the interest rate set in accordance with the Act of 2 August 2002 on combating late payment in commercial transactions, accruing from the due date of the invoice.
Payments shall first be allocated to the interest and compensation, and subsequently to the principal amount.
7. If one or more invoices are still outstanding on the due date, or if a bill of exchange or promissory note has been protested, all amounts still outstanding shall fall due forthwith without notice and without prejudice to Articles 4 and 6 of these general terms and conditions of sale. In such case, Seller shall always have the right, at the buyer’s expense and risk, to suspend or cancel the existing contracts for the supply of goods or services, without judicial intervention and after a prior notice of default has remained unheeded, without Seller being liable for any compensation whatsoever.
8. The title to the delivered goods shall only be transferred upon full payment of the relevant invoice, plus any interest and costs.
9. The risk of loss of or damage to the goods shall be transferred from Seller to the buyer at the moment of delivery in accordance with the applicable Incoterm 2010.
10. Any claim against Seller in connection with defective goods shall lapse in any event after the shelf life of the goods and/or if the provided instructions as to storage of goods are not respected by the buyer or his agent, insofar as is permitted by the applicable mandatory law. Seller may only be held liable for fraud, intent or gross negligence which it has committed. In that case, Seller’s liability shall be limited to repairing the foreseeable, direct, personal
and proven damage or loss sustained by the buyer, to the exclusion of indirect or immaterial damage or loss, such as additional costs, loss of income or profit, loss of customers, loss of contracts, damage to reputation and damage to third parties. Seller cannot be held liable for damage or loss resulting from the buyer’s failure to fulfil its obligations.
11. Except as otherwise provided by mandatory law, the buyer shall not recall or withdraw the goods supplied by Seller from the market without the express written consent of Seller. The buyer and Seller shall always jointly decide the manner in which such recall or withdrawal from the market will take place.
12. Any and all disputes arising out or in connection with these general terms and conditions of sale shall be exclusively governed by Belgian law, to the exclusion of any other choice of law and/or national or international conflict-of-law rules. The applicability of the Vienna Sales Convention (1980) is expressly excluded.
13. Any and all disputes arising out or in connection with these general terms and conditions of sale shall be submitted to the exclusive jurisdiction of the courts of Antwerp.