1.1 The underlying general terms and conditions are applicable to every ACD NV quotation in regards to sales, delivery, operation, or maintenance of machinery, on or off the ACD NV premises. When placing an order, giving an assignment, the contractee accepts the underlying general terms and conditions, with explicit exclusion of the separate general terms and conditions of the contractee.
1.2 If one or more of the items in these general terms and conditions are declared void or unenforceable, this will not result in modification of the other items stated in these general sales terms and conditions. This will never be a reason to declare these general terms and conditions void.
QUOTATIONS AND ORDERS-CANCELLATION
2.1 Our prices exclude VAT and are only applicable for the specified products, tasks, and parameters (e.g. dimensions, delivery date, date implementation of tasks, etc.) such as stipulated in the quotation. What is not stated in the quotation, is not included and can result in extra costs. Additionally, every modification in the quotation by the contractee cancels the estimated price. Then ACD NV is entitled to determine a new price, based on the new information, and to add additional costs.
2.2 If prices of materials, wages, social security, and/or other governmental levies, such as import duties, freight, or insurance premiums, will be increased, even after written confirmation of the order, we are entitled to modify the price owed to us, in compliance with the applicable legal regulations. ACD NV shall notify the contractee of such price changes. In the absence of written complaints within 8 days of notification, the contractee will assumed to have accepted the changes.
2.3. Our quotations are void if they are not signed by the contractee within 30 days after being issued. A signed agreement is regarded as accepted by the client.
2.4 Our quotations are free of obligations. Each signed quotation is only binding if we confirm an order in writing. This also applies to orders. Refusal to sign a quotation/order by us, cannot lead to any compensation for damages.
2.5 If the client cancels an order or terminates a contract, we are legally entitled, without previous notice of default, to an indemnification payment of 30% of the total quotation/offer, unless provided proof of additional damage or increased contractually determined percentages. The contractee cannot cancel after the whole or partial delivery has taken place.
DOCUMENTATION AND INTELLECTUAL PROPERTY
3.1 The information (prices, dimensions, weights, and other properties of our goods), as stated in our catalogues, price lists, brochures, drawings, images, diagrams, and other documents from ACD NV, are only indicative and therefore not binding.
3.2 ACD NV reserves all intellectual property rights, and such in the broadest sense. Without our explicit consent, not a single document may be copied, nor can the contents be shared with third parties.
DELIVERY, COMPLETION OF AND MAINTENANCE
4.1 Deliveries are made ex-warehouse in Essen, unless explicitly agreed upon otherwise. Goods are considered to have been delivered when they are ready for physical delivery to the customer.
4.2 The contractee assumes risk of the delivery, also in the case of free delivery and also if the consignment notes state that damages occurred during transport are for the expense of the sender.
4.3 Possible delivery dates or execution dates are only approximate dates and are not binding for ACD NV. Under all circumstances, the stated dates only apply after the cumulative completion of the following two conditions: a) intervention of the order confirmation by ACD NV, b) payment of a possible deposit. Furthermore, the earliest that contractee can hold ACD NV in default is after a three week period following the stated dates and periods.
4.4 The periods and dates are always at least extended for the period in which the client is in default itself, in order to comply with the terms and conditions of the contract between the parties.
4.5 ACD NV provides, amongst others, the maintenance of machinery, on the premises of ACD NV as well as on the client’s premises.
4.6 If ACD NV is confronted with a situation of force majeure, the delivery period, and or execution of tasks/maintenance, will also be extended with the period for which the force majeure existed and the agreement could not be executed. Untimely delivery of materials by the manufacturer or third parties, strikes, war, fire, are covered by, but not restrictive to, force majeure.
4.7 Exceeding of delivery dates/execution times, for whatever reason, never entitles the client to payment of any damages, of any nature, or the dissolution or termination of the agreement, nor for a partial, nor for the total amount, or non-performance of any commitment resulting from the agreement, with the exception of obvious, unreasonable default by ACD NV.
4.8 ACD NV is entitled to fulfill an order or contract completely or in parts. In the previously stated case, ACD NV shall invoice in parts per delivered/completed step, thus in compliance with the payment modalities stated in article 7. Completion of this order is deemed to have taken place at the latest on the invoice date of the remaining balance. If the contractee is already previously using the delivered services, the delivery will assumed to have occurred on the date they have been taken into use. Apparent defects are assumed to have been noticed at the time of acceptance of the goods. ACD NV remains responsible for invisible defects, which are revealed up to a maximum of 6 months after delivery, provided that the contractee undertakes legal action within 2 months of noticing the defects.
PACKAGINGACD NV reserves the right to charge for the packaging at cost.
RETENTION OF TITLE AND RISK
6.1 All goods and used materials remain property of ACD NV, until they have been paid in full by the contractee, including interest and costs, and settlement of all the obligations, resulting from the agreement by the contractee. ACD NV is entitled to repossess the goods in case of non-payment and suspend all its services, even those resulting from a different quotation than the one concerned.
6.2 As soon as the goods have been delivered, as described in 4.1, the contractee is responsible for all damages, of any nature, which may be caused to the goods or by the goods.
INVOICING AND PAYMENT
7.1 Unless agreed upon otherwise, ACD NV provides invoices in multiple steps: an advance payment in a percentage of the estimated price on acceptance of the quotation, followed by additional invoices dependent on the progress of the work or deliveries.
7.2 The payment shall be paid in cash at the place of business of ACD NV, unless agreed upon otherwise. Prices are exclusive of VAT and other excize taxes.
7.3 The invoice will be considered paid only after the full amount stated on the invoice is received by ACD NV, including all costs, interest, and penalty clauses. Compensation is not permitted.
7.4 Payments done through intermediaries or third parties, which have not been explicitly agreed to by ACD NV and mandated in writing, are unauthorized.
7.5 ACD NV is always entitled, also during the execution of the agreement, to claim the guarantees and collateral it deems necessary, before continuing its work or deliveries.
7.6 The contractee is always obliged to, before paying, check the account number on the ACD NV invoice and to compare it to the account number stated on the ACD NV website, to avoid “invoice-fraud”. ACD NV will not accept any liability for payment to the contractee to incorrect and/or fraudulent account numbers.
8.1 In the event of non-timely payment, by rule of law without prior notice of default being required, an indemnification payment of 10% of the price of the total services and/or goods delivered shall be required, except if proof of higher damage is given. For each delay in payment, without prior notice of default being required, a penalty interest of 10% is owed annually, as also required by law.
8.2 In the event of non-payment, ACD NV is also entitled to postpone all current orders/tasks or obligations, stop or to cancel them, without this action being considered as a refusal to deliver or perform the work. Additionally, ACD NV is entitled to, if the contractee does not meet its contractual obligations, without judicial intervention being required, to partially or totally annul the agreement.
8.3 In the event of non-timely single payment of a single invoice, payment of all outstanding invoices are due.
KLACHTEN, AANSPRAKELIJKHEID AND GARANTIE
9.1 For complaints to be accepted as valid, complaints must be sent by registered letter to ACD NV within 8 days after delivery, if the complaint concerns non-conformity of the delivery, or within 8 days after the execution of maintenance operations performed on the premises of ACD NV, or offsite.
9.2 The liability of ACD NV under this agreement is explicitly limited. In the case of appeal, the checking of the performance or the delivery shall take place simultaneously at the moment of performance of the job or the delivery.
9.3 Any claim based on business losses, operation damage, or any other indirect damage is excluded. The contractee indemnifies ACD NV against all claims made by third parties concerning damage, directly or indirectly caused by the delivered goods, or maintenance executed by ACD NV or their employees, both the contractual and non-contractual liability.
9.4 The guarantee is, with regards to both the scope and duration, essentially limited to the manufacturer warranty and/or suppliers, with a maximum of 1 year from delivery as stated in 4.1. If these conditions are met, the liability of ACD NV is limited to the repair or replacement of the goods or parts of which the contractee proves that defects were caused, exclusively and mainly as a direct result of the construction design, faulty finish, or use of inappropriate material. ACD NV must always have the right to examine the flaws and deficiencies, and to present them to the manufacturer.
9.5 The warranty does not apply to: a) Incorrect or incompetent implementation; b) Incorrect or incompetent use; c) Poor maintenance; d) Use of other components than originally supplied; e) Making alterations to the original product.
9.6 The warranty is also not applicable if the faulty goods that are covered by the warranty not returned by the buyer to the ACD NV address, with postage paid.
9.7 The alleged non-fulfillment of our warranty obligation does not release the contractee of its contractual obligations, which it may not postpone.
9.8 The warranty will be suspended in the case of force majeure or external cause, such as amongst others, import and export bans, strikes, war, fire, etc.
10.1 These sale conditions are created and governed by Belgian law.
10.2 All disputes regarding the implementation or execution of the contractual relationship between parties fall within the exclusive jurisdiction of the courts of the district of Antwerpen.