General terms and conditions

ITRA bvba: GENERAL TERMS AND CONDITIONS OF SALE AND SERVICES (V0.1)

1. APPLICABLE CONDITIONS

All terms and conditions from co-contracting parties are explicitly rejected. Only our own conditions as described below are applicable and valid. Each co-contracting party declares to have read and accepted these.

2. OFFERS

All our price quotes are always noncommittal and under reservation of our written confirmation for final agreement. If the buyer/instructing party supplies data, drawings etc., we may assume them to be correct and may base our offer upon them.

3. SALES REPRESENTATIVES

No agreement with our sales representatives or agents, no matter their title, shall be valid without our written acceptance.

4. PRICES

Unless differently determined in writing, all our prices are net prices without reductions nor commission for cash payment and they are valid for merchandise/services ex our factory in Ninove, including loading costs yet without packing. In case of an increase of salaries or social charges, price increases of raw materials or other elements, we reserve the right to modify and adjust our sales prices. In case of changes in VAT rates or similar taxes, that rise shall be for the buyer/instructing party’s account.

5. PACKAGING

Unless agreed differently in writing, all packing shall be charged for. For reimbursement, this packing must be returned to us within three months after invoice date, carriage paid and undamaged. The carriage costs that should be paid for their return shipment shall be deducted from the reimbursement. When returning packages, that is done at the customer’s risk and expense.

6. TERM OF DELIVERY

The indicated terms of delivery are merely informative and without any commitment. If applicable, the terms of delivery shall start after receipt of the first instalment and after approval of the designed drawings and/or models. The buyer/instructing party shall give us a term of 4 working days after registered reminder for delivery. Our company – seller is never in default without this notice.

7. FORCE MAJEURE OR COINCIDENCE

Events beyond our control, lock-out, fire, rupture of mechanics or other accidents of force majeur or coincidence cause an interruption of the agreement without giving the buyer/instructing party the right of damages nor cancellation of the order.

8. PURCHASE

When the term of delivery has expired and our notice of default of purchase has remained without consequence for eight days, we can consider the contract legally breached with application of the conditions determined hereinafter under “RESOLUTION BY CLIENT” (14) and we can request forced purchase. The merchandise/services must be purchased within eight days after the buyer/instructing party was notified of the availability. After this term, the invoice shall be made and payable. As of this date, the risk is transferred and the payment obligation is immediately effective.

9. RECEPTION

In general the acceptance of merchandise/services takes place before departure from our workshops. This clause covers the conformity of the merchandise/services in quality, quantity and dimensions. The loading of the goods by the buyer/instructing party equals the irrevocable and final acceptance of the merchandise/services. Hence, the buyer/instructing party has the obligation to carry out the necessary verifications. In case of purchase by intermediaries, these intermediaries are always deemed to act as mandatees and for the buyer/instructing party’s expense. The delivery of the goods to intermediaries hence equals the final acceptance. In case our company performs the delivery, the acceptance takes place on our premises and all complaints shall be made void and inexistent by signing the delivery form. Legally, the signing of the purchase or delivery form by the buyer/instructing party or his authorized representative equals the final acceptance of the merchandise/services. Hence, the buyer/instructing party must inspect the merchandise/services thoroughly during purchase and/or delivery based on conformity in quality and quantity. In view of the highly specialized nature of the company, we are allowed to demand reception before departure from our factories, without prejudice to the prior stipulations. That is done by sending a notice of default to the buyer/instructing party in which the merchandise is made available to the buyer/instructing party. Should the buyer/instructing party not present himself within the set term of eight days, this merchandise/services shall be considered to be accepted by the buyer/instructing party and in that case, the buyer/instructing party shall accept our good faith. Once the buyer/instructing party has received the merchandise/services, no complaints shall be accepted. In all cases in which the buyer/instructing party suggests the non conformity of the merchandise/services, before or after delivery, the buyer/instructing party shall have the burden of proof of that non conformity of the goods.

10. TRANSPORT

The goods are transported non franco at the buyer/instructing party’s risk, even in case of a different franco delivery. Our intervention with transporters, insurance companies, toll management, toll agents or any other persons is noncommittal from our side and must be considered as done for the buyer/instructing party’s risk and expense. Goods that are not delivered immediately and remain with us, a transporter-transitioner or anywhere else for any reason, shall do so at the buyer/instructing party’s risk, including the risk of fire or theft, disregarding the conditions of delivery.

11. PAYMENT

All our invoices are payable cash at our registered office in Ninove. The use of bills of exchange, receipts, checks, etc… does not affect this stipulation. Non payment on the expiration date of a part of the deliveries or a part of the contract shall make the balance of all bills, letters of exchange included, immediately payable and grants us the possibility to demand forced purchase. Forced purchase can be requested at all times with a choice between forced purchase or damages. In case of complete or partial non payment of the debt on the expiration date, without serious reasons, after the unsuccessful notice of default the debt balance shall be increased by 15% with a minimum of 50 Euro and a maximum of 1 900 Euro, even when terms of respite are granted. Our non paid invoices bear an interest of 10% per year as of the expiration date without requiring any prior notice of default.

12. LODGING OF SECURITIES

The buyer/instructing party also commits to granting us all securities we require during the execution of the agreement to guarantee the payment of the purchase price/contract price and the execution of the agreement. These guarantees are, as selected by us, a guarantee on the commercial funds or an element thereof or letters of exchange with or without endorsement, bank guarantees, etc… as we request. The costs for the creation of these securities are for the buyer/instructing party. Should the buyer/instructing party not grant the asked securities or in case of non payment or late payment of a value or invoice at the expiration date, the deliveries shall be stopped, even without notice of default. We shall consider the agreement legally dissolved and demand immediate payment of all due sums without taking into account the granted payment terms. These requirements shall be sufficiently expressed by sending a registered letter to the buyer/instructing party. If the buyer/instructing party does not comply with this payment obligation or his security obligation, we shall be able to sell the objects of the agreement in order to limit all damage eight days after a telegraphic notification to the buyer/instructing party in default. In this case, the conditions determined in “RESOLUTION BY CLIENT” (14) shall apply.

13. COMPLAINTS

All complaints of any nature must be transmitted to us within eight days in a registered letter. In case of disputes concerning the acceptance, any complaint shall be legally inexistent when the whole party did not remained undamaged and/or untouched. The unwrapping, processing, transforming, incorporating, trading, affecting, etc… even for the smallest part shall make every complaint of any nature void and implies the acceptance of the whole party which shall be considered as one. Returns shall not be accepted, not even partially. Under no circumstance can we be held to damages following a dispute regarding the use or usefulness of the merchandise/services. Our intervention can never exceed the mere replacement of the disputed part. Each responsibility, for any kind of immaterial and/or other financial damage, of whatever kind, direct or indirect, is firmly rejected.

14. RESOLUTION BY CLIENT

For all cases in which the agreement between the parties is terminated by the customer, he shall hold ITRA bvba harmless by applying art. 1794 of the Civil Code. The Customer shall hold ITRA bvba harmless for all its expenses, work and lost profits. This loss of profits is determined in a lump sum as agreed between the parties at 20% of the purchase sum/contract sum.

15. DIMENSIONS, MODELS, DRAWINGS

When the order must be made in accordance with a delivered model or drawing, e.g. on scale, the indicated dimensions and modalities of the buyer/instructing party shall determine the execution and the conformity.  The separate written indication by the buyer/instructing party of dimensions and modalities is hence strongly recommended and only the responsibility of the buyer/instructing party.

The buyer/instructing party is responsible for the drawings and calculations made by him or on his behalf and

for the functional suitability of the materials prescribed by him or on his behalf.

Alterations to the work shall result in any event in an extra price if:

1. a) there is an alteration to the design or the specifications;
2. b) the information provided by the buyer/instructing party does not correspond with the reality.

Dimensions, working rhythm, capacity, weight or other data taken from our catalogues, technical documents, propaganda, brochures, etc… are merely indicative and are only binding for execution as far as our order confirmation refers to them explicitly and in writing. Drawings or technical documents delivered by us to the buyer/instructing party remain our exclusive property. They may not be reproduced, nor partially nor completely printed, nor transferred to third parties without our prior and explicit written approval. Yet, when upon delivery to the buyer/instructing party we deliver schedules or drawings, different from the production plans, in order to allow the installation, use and start-up of the delivered goods, these shall remain the property of the buyer/instructing party, provided that they are treated confidentially.

16. COMPONENTS FROM THIRD PARTIES

We do not give any guarantee for components that are delivered or integrated or not made by our factories, such as electrical equipment, manometers, valves, etc… In case of complaints, we shall only act as intermediaries. In those cases, our consumers shall allow the intervention of our suppliers.

17. WORKING RHYTHM

All the guarantees shall be cancelled if the delivered goods are not used at the working rhythm that was indicated to us before the acceptance of the order.

18. GUARANTEE

(1) The guarantee on our delivered goods/executed services shall never extend beyond a term of SIX MONTHS as of the date of shipment. The guarantee can only be invoked in case of normal use and exclusively for construction errors or defect raw materials. The buyer/instructing party has the burden of proof of construction errors or material defaults.

(2) NORMAL USE shall imply here that the delivered goods are used without overloading.

(3) The customer must at his own initiative attend us to the possibility of usage of the delivered goods in SPECIAL CIRCUMSTANCES such as damp or dusty areas, acidic or salty atmosphere, high or low temperature, exposure to surface or impregnation substances etc… and the shrinking, corrosion, oxidation or other harmful consequences thereof.

(4) In such cases we can submit samples to approval and the customer must perform the necessary tests on them. We guarantee the order shall be carried out in ACCORDANCE with the submitted samples. In addition, we reject all responsibility for any damage resulting thereof.

(5) IF THE CUSTOMER FAILED TO MENTION THE SPECIAL CIRCUMSTANCES OF USE, all guarantees shall expire.

(6) In any case, our guarantee does not extend beyond the free repair in our own workshops or replacement delivery free of charge of pieces produced by us and recognized as defect, without us being responsible for damage resulting from physical or material accidents. In addition, if the repair or replacement requires the intervention from one of our technicians, the travel and accommodation expenses and working hours are for the customer. The determination of a defect or damage does not give the customer the right to replace or repair the component himself. We must always be consulted in advance about the opportunity of a modification. If the customer wants to handle the repair or replacement of one or more components himself, we shall not be held accountable without our prior and written permission. In any case, the default pieces must be sent to us franco for investigation.

(7) After the end of the six-month guarantee, our responsibility has ended. In no case shall the guarantee free the customer of his obligation to pay on the set terms and modalities.

19. PROPERTY CLAUSE

The transfer of ownership of the delivered goods/services shall only take place after complete payment. If the buyer/instructing party is declared bankrupt or obtains a judicial agreement or if we find payment doubtful, we have the right to reclaim the goods. In that case the agreement shall be dissolved, even without judicial intervention, without prejudice to our right to damages.

20. JURISDICTION

All our agreements are governed by Belgian law. In case of disputes, the Courts of our registered office are competent. If we go to court, we preserve the right to submit the dispute to a different court of common law.

All documents translated from the original source language master project documents are translated in good faith into the target language. For any clarification of project documents, be it technical, legal or otherwise the client-recipient(s) must contractually refer to the master original project document drawn up and written in the source language.