SPRL NICO General sales conditions
1. Application of general conditions of sale
1.1 The entire general sales conditions are to be considered as an integral part of our quotations and of all sales agreements concluded. Except in the case of prior agreement, the purchaser is considered to have read, understood and accepted all the clauses in these conditions.
1.2 Our general sales conditions and any specific conditions are understood to have been accepted by the purchaser even if they are in contradiction to the conditions of sale or any specific conditions of the purchaser.
1.3 Any conditions other than those specifically agreed to in writing with the purchaser will not be considered binding on SPRL NICO
1.4 Any amendments to these conditions will not be valid unless in writing and agreed by both parties.
1.5 The non-validity or ineffectiveness of one or more clauses will not invalidate the contract. Both parties engage to substitute in good faith the invalid clauses by clauses of suitable substitution.
2. Formation of the contract
2.1 All propositions, catalogues, tariffs and information given to the customer will not be considered as quotations and will not engage SPRL NICO
2.2 All contracts are concluded by us on the understanding that the purchaser will supply sufficient financial guarantees to enable the contract to be executed. SPRL NICO will decide if the guarantees offered are sufficient.
3.1 Unless otherwise specified our prices
– are based on actual purchase price, salary costs, salary charges, social and other public charges, freight costs, assurance costs and other costs at the time of confirmation of the order.
– do not include VAT,
– unless otherwise specified do not include transport and related costs.
– do not include costs of charging or discharging the goods or transport assurance
– are quoted in Euros.
3.2 In the case of an increase in one or more elements included in the calculation of our sales price, then we reserve the right to increase, without notice, the selling price of the order. Consideration will be given to any legal prescriptions existing which might affect our decision.
4. Deliveries and shipments
4.1 With the exception of any prior agreements delivery of our orders is deemed to have taken place in our warehouse and reception effected at the same time.
4.2 In the case of conditions outside our control such as late delivery from our suppliers, war, fire and natural calamities the company is exonerated from any obligation to deliver the goods.
The SPRL NICO is not obliged to establish the nature of the event that causes late delivery.
4.3 At the moment when the goods leave Nico’s warehouse all risks associated with the shipment of the goods will be transferred to the customer even when the goods are shipped to the customer at SPRL NICO’s cost. This risk is considered to be accepted by the customer even when the transport company’s conditions state that any damages caused during transport are for the risk of the shipper.
4.4 For any article specifically manufactured for the customer a tolerance of up to 20% between the quantity ordered and the quantity shipped will be accepted. For articles shipped from stock a tolerance of up to 10 % will be accepted. When applicable a difference of 10% will be accepted between the number of pieces per kilo announced and the actual number of pieces per kilo.
5. Delivery times
5.1 SPRL NICO cannot be held responsible for deliveries of up to a few weeks later than the announced delivery date.
5.2 SPRL NICO cannot be held responsible for any delays in delivery due to reasons quoted in clause 4.2 above.
6 Reclamations and guarantee
6.1 To be considered by SPRL NICO any reclamations concerning quantity supplied must be advised to SPRL NICO within 7 days of delivery.
6.2 To be considered any reclamations concerning quality to be accepted they must be advised to SPRL NICO within 7 days that the goods are in possession of the purchaser.
6.3 In case of problems related to the packing these must be noted at the time of receipt of the goods and in the presence of the transport company and suitably detailed on the transport document supplied by the transporters. Claims concerning packing cannot be made after reception of the goods.
6.4 We guarantee the goods supplied against any hidden defects during a period of 12 months from the date of delivery under the following conditions:
6.5 The guarantee in clause 6.4 will not be effective unless all the following conditions are met.
– The defect declared, will be of such importance that the goods will not be able to be used in a manner they are normally used for or they cannot be used for the use specifically mentioned in the contract of sale.
– The goods have been used in a manner appropriate to their destination.
– The goods have been used in normal conditions.
6.6 To be accepted full details of any claim against the above guarantees must be advised to the company in writing by registered post.
6.7 In the event that any of the above conditions are not respected then the claim under guarantee will be not be considered as a valid claim.
6.8 If these conditions are respected and the claim is accepted by SPRL NICO its liabilities will be limited to replacement of the goods.
7 Limitation of responsibilities
7.1 From the time of delivery of the goods the company will not be liable for any other damages such as those arising from personal damages, damages to other products or equipment, loss of profits or any other costs resulting directly or indirectly from defects in the goods supplied.
8.1 All of invoices are payable by bank transfer to the accounts of the company within the date limit of payment clearly indicated on our invoices. Payments will be made net without remise or discount. The date of reception of payments will be that indicated on the bank statement received from our bank.
8.2 Our agents, representatives and employees are not qualified to acquit our invoices. Only officials of the company are qualified to acknowledge receipt of payment of our invoices.
8.3 Non payment of all or part of an invoice will enable the company to claim, without prior notification the right to;
a) an immediate payment of all invoices even those not due.
b) an amount of 15% of all values outstanding with a minimum of 25 EUR representing the cost of recovering the payment due.
c) an interest of 12% per year on the unpaid debt.
8.4 The customer may not invoke any reason whatsoever for non payment or delay of payment of the invoices such as delays in approving the invoice or a disagreement of a part of the invoice. The payment of invoices concerns exclusively the two parties to the contract and SPRL NICO can not be asked to seek payment from third parties. In case of late payment the company reserves the right without prior warning to suspend its services or supply of goods until such a time that payment is made for the outstanding invoices.
9 Ownership of goods
9.1 Sales are made under the condition of complete payment of the invoice at the time agreed. Any payment delays eventually granted to the customer will not be considered as a renunciation of this clause.
9.2 All goods delivered by us remaining with the customer will remain our property until complete payment of the amounts owed to us by the customer.
9.3 The customer is not allowed to sell or transform the goods until complete payment of the invoice has been made.
9.4 The goods cannot be given as security or guarantee against the debt of a third party.
10 Cancellation of contract
Without prejudice to clauses 3 and 9 above either party has the right to request cancellation of the contract if any serious event occurs which puts at risk completion of all or part of the contract. Cancellation can be made for any legitimate reason and without prior notice and claiming damages and interests. Cancellation must be notified to the other party in writing and sent by registered post. The following no-exhaustive reasons can be considered as legitimate reasons for cancelling a contract: non-payment of invoices, insolvability, bankruptcy, or a judicial procedure.
11 Legislation applicable
All our contracts are subject to Belgian laws.
Any disputes that may arise from this contract are subject exclusively to the competence of the court of Nivelles. When the SPRL NICO is claimant it reserves the right to action any claim at the courts of the purchaser.