General conditions of sale
The general conditions of Kaasbrik take precedence at all times over those of the buyer, even if the buyer’s order and/or general conditions should contain clauses to the contrary.
Delivery dates indicated on order forms, specifications and other Kaasbrik documents are only given as a guide and are not strictly applicable.
The buyer may in no case invoke non-fulfilment of the stated delivery dates for claiming compensation or nullification of the contract.
All payments to Kaasbrik are to be made in prompt cash unless some other form of payment has been agreed beforehand in writing.
Payments are to be made in Halen (Belgium). Any amount which is not paid in due time to Kaasbrik will lawfully and without prior notification be increased by an irreducible fixed compensation equal to 10% of the outstanding amount, as well as with interest on arrears calculated at the rate defined by the law of August 2nd. 2002 concerning the fight against arrear payments in commercial transactions on the amount due.
Failure to pay any one amount on the due date to Kaasbrik has the result, lawfully and without prior notification, of making all outstanding non-mature amounts due by the buyer concerned immediately payable in full and Kaasbrik, without being bound to pay any compensation, has the right to suspend any further delivery to and/or production for the buyer concerned until the latter has cleared all outstanding amounts and has paid for the outstanding deliveries in advance.
In the event of non-payment on the due date Kaasbrik lawfully reserves also the right to dissolve the contract concerned without prior notification. This is done by giving notice of the intention to dissolve by registered letter. The dissolution takes effect on the date indicated on the dispatch-receipt of the registered mailing.
In the event of dissolution of a contract by Kaasbrik against the buyer or in the event of a unilateral breach of a contract by the buyer before delivery of the relevant goods and materials, the buyer is lawfully and without prior notification indebted to Kaasbrik for a fixed compensation of 25% of the agreed price, without prejudice to Kaasbrik’s right to prove and claim for a higher loss. After delivery this compensation amounts to 100% of the agreed price, without prejudice to Kaasbrik’s right to prove and claim for a higher loss.
The parties agree that the aforesaid compensation constitutes the actual minimum loss suffered by Kaasbrik.
Acceptance of bills of exchange, cheques, promissory notes or other staggered payments do not form any novation of the debt and the general conditions of sale of Kaasbrik continue to be applicable.
Any dispute in connection with an invoice submitted must, on penalty of lapsing, be notified to Kaasbrik by registered letter within eight days of the invoice date. Absolutely no complaint can be accepted after processing of the materials.
Checking the quantities as well as the conformity with the agreement and any visible defects of the goods and materials shall be done at the time of their delivery or collection. Relevant complaints must, on penalty of lapsing, be expressly mentioned on the delivery or collection note and then confirmed by registered letter to Kaasbrik within 24 hours of delivery.
Any other complaint concerning the nature or quality of the goods and materials must, on penalty of lapsing, be notified to Kaasbrik by registered letter within eight days of their delivery.
Kaasbrik lawfully retains full title to the goods and materials supplied until receipt by the latter of the full price of the relevant goods and materials, possibly increased by applicable interest, compensation and costs.
The risks are however for the buyer from the moment the sale has been concluded. In the event that the defaulting buyer is going bankrupt, is winded up, obtains judicial protection against its creditors, etc., Kaasbrik reserves the right to claim the goods and materials sold by means of a simple request addressed to the trustee in bankruptcy, liquidator, judicial representative, etc..
So long as Kaasbrik’s reservation of title thereto remains applicable, the goods and materials supplied may never be used as a pledge or collateral for any debt due to others.
If the buyer suffers any loss or damage due to a fault by Kaasbrik, the latter is bound to pay as maximum compensation up to the amount of the relevant invoice.
All (legal) costs, including lawyers’ fees and those of service providers, and any loss which Kaasbrik bears in connection with the collection of debts receivable or for the defence in law by Kaasbrik against dilatory or frivolous claims by the buyer, are for the buyer’s account.
The possible invalidity of any one or several clauses of these conditions has no effect on the validity of the contract, of these general conditions as such or of the other clauses hereof. The parties undertake immediately to replace any invalid clause in good faith by another clause which approximates as closely as possible the intention of the replaced clause.
In the event of a dispute only, at the Plaintiff’s choice, the Courts of the judicial district of Antwerp (divisions of Hasselt or Antwerp) (Belgium) and the Justice of the Peace Court of Beringen or of the First Canton/District of Antwerp (Belgium) have jurisdiction.
Excluding any other legislation, Belgian legislation is exclusively applicable to any disputes between the parties. The parties expressly exclude in this connection the application, in any form whatever, of the Vienna Sales Convention, and also of the Belgian International Private Law.