General terms and conditions of sale and delivery of Molcon Interwheels nv



These General terms and conditions are deemed to be irrevocably known and accepted by the buyer of the order form, offer and/or contract at the signing (and/or electronic acceptance), irrespective of any previous correspondence and irrespective of any other terms and conditions or any documents or forms of any kind, including those of the buyer. Deviations from these general terms and conditions can only be allowed specifically in writing.

1. ORDERS


1.1. Orders are binding when received and (tacitly) accepted by Molcon Interwheels nv (hereinafter referred to as ‘MIW nv’.
1.2. In the event of unavailability of our products, MIW nv reserves the right to reduce or to cancel the quantities ordered without this giving rise to any form of compensation.

2. PRICES


2.1. The delivered goods are invoiced according to our price list in force on the day the goods leave our warehouses, irrespective of the price specified by the buyer in the order.
2.2. Our prices are subject to change at any time and without notice, unless a fixed price was agreed at the conclusion of a sales contract for a specific period.
2.3. Without explicit confirmation by MIW nv, our offers are always made without obligation. The contract is only concluded when the order(s) is/are received and accepted by MIW nv.

3. DISCOUNTS


3.1. The applicable discounts are those listed on the individual customer file. The file is always provided at the launch of a new catalogue or at the request of the customer. No individual customer file is available for 1st installation customers.
3.2. MIW nv reserves the right to change both trade and financial discounts without prior notice, unless otherwise stipulated. These changes cannot in any event give rise to any form of compensation.

4. DELIVERY


4.1. No duty of retention is vested in MIW nv. MIW nv shall fail to comply with this obligation only in the case of force majeure. In other cases, the buyer and MIW nv expressly agree that the seller shall not fail in its duty of retention. The duty of retention on the part of the seller lapses if the buyer fails to fulfil its obligation to accept the ordered goods. The ordinary costs of retention are borne by MIW nv and the extraordinary costs of retention are borne by the buyer. The ordinary costs of retention are borne by the buyer if it fails to fulfil its obligation to accept the ordered goods.
4.2. The risk of the ordered goods shall pass to the buyer as soon as it takes delivery of the goods (or is deemed to have received them).
4.3. The signing of the receipt for the goods applies as the express acceptance of conformal delivery. The signing also covers hidden non-conformance.
4.4. The delivery takes place at the registered office of MIW nv. The customer is deemed to accept the goods. In the case of absence at the time the ordered goods are delivered, MIW nv reserves the right to have third parties sign for the transfer of the goods.
4.5. Events over which MIW nv has no influence and which result in the non-delivery or late delivery of the ordered goods, are considered by MIW nv as force majeure events. Any period of delivery, if mentioned, is provided only as an indication. Lateness in delivery shall not permit the buyer to cancel the order, to claim damages or to suspend payment.
4.6. In the case of failure to receive the goods, the buyer shall owe MIW nv immediately and without any prior notice, a storage fee equal to € 100.00 per day.
4.7. MIW nv is entitled not to effect delivery if there are indications that the buyer, after MIW nv has commenced delivery and the buyer, notwithstanding Article 5.1, would not pay cash, will be unable to meet its payment obligations. The decision not to proceed to delivery, may not give rise to the payment of any compensation on the part of MIW nv.
4.8. The dispatch of goods commissioned by MIW nv shall take place exclusively via courier and with cash on delivery.
Postage and cash on delivery charges are not included in the price, unless specifically mentioned in the offer. The transport of goods is always at risk of the carrier, irrespective of the nature of the transport or the customer. If the goods are damaged during transport, the buyer must immediately submit its application for compensation to the carriers and may not, for any reason, refuse, reduce or delay its payment to MIW nv.

5. PAYMENT


5.1. All deliveries are payable in cash at the registered office of MIW nv and without any deduction.
5.2. The acceptance of other payment arrangements does not affect the General terms and conditions of sale and delivery.
5.3. Both the person who placed the order (even if he/she acts as an agent) and the person to whom the goods are invoiced or to whom they are delivered, are together jointly and severally liable vis-à-vis MIW nv for payment of the goods.
5.4. MIW nv is only obliged to grant discounts, bonuses, etc. on certain sales if all amounts relating to the sales have been paid on the date the discount is granted.
5.5. Non-payment on the due date of a single invoice makes the outstanding balance of all the other invoices immediately due and payable by operation of law, including invoices that are not yet due.

6. RETENTION OF TITLE


6.1. All goods remain the property of MIW nv until the buyer has fulfilled all of its obligations vis-à-vis MIW nv, under any contract whatsoever. Until such time, the buyer shall in no event be entitled to establish/transfer any business and/or personal right to the goods to third parties.
6.2. If the buyer does not promptly fulfil all its obligations, MIW nv is entitled to take back the goods delivered under retention of title at any time, even if these goods have been resold by the buyer.

7. PENALTY CLAUSE AND INTEREST


7.1. In the case of non-payment of an invoice on the due date, the buyer shall by operation of law and without prior notice owe an amount of interest on the purchase price of 1% per month.
7.2. Moreover, the total amount due will be increased by operation of law and without prior notice, in addition to the interest rate specified in Article 7.1., with a fixed fee of 15% on the unpaid amount, with a minimum of 50 Euros.
7.3. In the case of non-payment of outstanding amounts, MIW nv is free to change the current payment periods and discounts between it and the buyer and to no longer effect both the new and the current orders for the buyer.
7.4. In the case of non-payment of outstanding amounts, MIW nv reserves the right to cancel all obligations entered into with the buyer within eight (8) days following the notice of default sent by registered mail, without judicial intervention and without this giving rise to the payment of any form of compensation on the part of MIW nv.
7.5. When MIW nv relies on Article 7.4., it expressly reserves the right to demand compensation from the customer for the damage resulting from the termination of the obligation.



8. COMPENSATION


8.1. MIW nv reserves the right at all times to off-set amounts owed by MIW NV against the amounts owed by the buyer to MIW nv, irrespective of the circumstances or irrespective of the capacity of the buyer. The buyer cannot rely vis-à-vis MIW nv on off-setting amounts due, unless with the written agreement of MIW nv.
 

9. TAKING BACK, EXCHANGE, RETURN


9.1. Goods sold by MIW nv cannot be taken back or exchanged.
9.2. Return consignments must only be sent carriage paid to Dendermonde and only after written permission from MIW nv. 


10. COMPLAINTS


10.1. In order to be valid, all complaints must be made to MIW nv by registered letter by the buyer within eight (8) days after delivery of the goods.
10.2. Any complaint must be reported to MIW nv by registered letter, whatever its nature.
10.3. Disputed goods may not be moved, processed or destroyed, unless with the express permission of MIW nv.
10.4. MIW nv must be able to examine the disputed goods. This shall take place in the warehouses of MIW nv, unless otherwise agreed.
10.5. If the complaint is rejected, MIW nv may invoice the buyer for the costs of repatriation as well as travel and accommodation costs incurred. 

 

11. SUPPLIERS LIABILITY / PRODUCT LIABILITY


11.1. MIW nv cannot be held responsible for damage resulting from abnormal use of the products of MIW nv. At a minimum, the regulations of MIW nv and those of our suppliers regarding scope, use, pressure, speed, etc. must be complied with.
11.2. It is not permitted, in whole or in part, to modify or remove the brands, marks and numbers that appear on our products.
11.3. All products manufactured by MIW nv have a guarantee period of twelve (12) months on any manufacturing and/or material faults.
11.4. MIW nv rejects any supplier or product liability if the goods were not delivered by MIW nv or if the goods have undergone a change after delivery.
11.5. The claim for damages may not exceed the amount of the goods supplied.
11.6 The damage is limited to damage to the goods ordered. Liability for other (consequential) damage and financial loss, under whatever name, including but not limited to, lease/purchase of a replacement business, loss of sales and/or profits, delay or stoppage damages, are expressly excluded.
11.6. Advice provided by MIW nv is always given without obligation and is never binding.


If one or more provisions of these terms and conditions is invalid or declared void, the remaining provisions shall remain fully applicable. In such case, the invalid provision shall be replaced by a valid provision that will approximate the purpose and intent of the original provision as much as possible.

12. COMPETENT COURT / APPLICABLE LAW


12.1. In the case of dispute, the district courts of the court district of Dendermonde shall have sole jurisdiction.
12.2. All our contracts are governed exclusively by Belgian law. The application of the Vienna Sales Convention is explicitly excluded. 

The invoice has been assigned to  BNP Paribas Fortis Factor NV, BE0414.392.710, Tel +32 (0)14 405 411 consequently, it can only be legally paid on the bank account with number:
IBAN: BE36 0015 0422 5981 BIC: GEBABEBB
IBAN: BE02 3930 1015 1040 BIC: BBRUBEBB

 Please report any complaint within five (5) days on the above mentioned addressThese General terms and conditions of sale and delivery shall apply from 01/09/2019.



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