1. Unless expressly agreed otherwise in writing, every offer and every (including future) agreement shall be governed by these General Terms and Conditions, which form an integral part of the agreement and exclude the customer’s purchase conditions. Any deviation, addition or amendment to these General Terms and Conditions may only be invoked against NV Vebim if NV Vebim has expressly agreed thereto in writing in advance.
2. Prices, brochures, catalogues or proposals are non-binding and without obligation on the part of NV Vebim. An agreement shall only be concluded at the moment the offer of NV Vebim is accepted in writing by the customer within the stipulated period or at the moment NV Vebim starts execution.
3. Agreed delivery or execution periods are indicative only. Any delay, provided it is not manifestly unreasonable and exclusively attributable to NV Vebim, shall not give rise to termination of the agreement and/or any compensation due to the customer, unless otherwise agreed. Any changes to orders or works shall automatically result in an extension of the agreed periods. Any delay in payment of advance payments shall be added to the period.
4. The price shall automatically be increased by all taxes and charges imposed or to be imposed by any authority whatsoever, as applicable on the date of delivery. Our prices are exclusive of VAT. Any increase in VAT shall be borne by the customer.
5. The prices stated in the offer are always based on the wage costs, supplier prices, costs of materials and raw materials, social security contributions and governmental charges, transport costs and insurance premiums, exchange rates and/or other costs applicable at that time, as well as the applicable legislation. If one or more of the aforementioned objective price factors increase after the conclusion of the agreement, or if a change in legislation results in an increase in costs, the portion of the price relating to those factors may be adjusted accordingly, up to a maximum of 80% of the price and in accordance with the legally permitted standards. Any price revision shall take place after written notification.
6. Responsibility for and risk in the goods shall pass to the customer upon conclusion of the agreement. However, the goods shall remain the property of NV Vebim until full payment of the price (including default interest and damages). Until such time, the customer undertakes not to dispose of, pledge or encumber the goods with any security. In the event of non-payment, the customer shall immediately return the goods to NV Vebim in good condition at NV Vebim’s first request. If the customer has nevertheless disposed of or encumbered the goods, the retention of title shall, by virtue of real subrogation, apply to the claim relating to the purchase price against the third-party buyer. The retention of title shall also apply where the delivered goods have been processed or mixed with other goods.
7. The ordered goods and materials are always delivered ex works/warehouse (Incoterms® 2020 Ex Works) and accepted at the place of delivery. They are transported at the customer’s risk, even if it has been agreed that NV Vebim will arrange the transport.
8. Invoices are payable at the registered office of NV Vebim, in cash and without discount. Unless otherwise agreed, the payment term is 30 days from the invoice date. Withholding any retention or guarantee from the payment of an invoice is not permitted. Any complaints regarding an invoice must, under penalty of forfeiture, be submitted by registered and reasoned letter within 8 days from the invoice date.
9. In the event of non-payment by the customer on the due date, default interest shall be due by operation of law and without prior notice as from the due date, calculated at the reference interest rate increased by eight percentage points as determined pursuant to Article 5, second paragraph of the Act of 2 August 2002 on combating late payment in commercial transactions. In addition, any amount due shall by operation of law be increased by 10%, with a minimum of EUR 50.00, without prejudice to NV Vebim’s right to claim additional damages if a higher loss is proven.
10. If payment by instalments is agreed in the special conditions, the outstanding balance shall become immediately due and payable by operation of law, increased with interest and liquidated damages, in the event of non-payment or late payment of a single instalment.
11. Partial payments shall always be accepted subject to all reservations and without adverse acknowledgment, and shall be allocated first to any (legal) costs incurred, then to accrued interest, subsequently to liquidated damages, and finally to the principal amount.
12. In the event of non-payment on the due date and after formal notice by registered letter, NV Vebim may at any time opt for the (extra-)judicial termination of the agreement(s) at the customer’s expense, by registered notice to that effect. In such case, the customer shall by operation of law owe liquidated damages, the minimum of which is fixed at 25% of the price exclusive of VAT, without prejudice to NV Vebim’s right to prove and claim a higher loss.
13. NV Vebim is entitled to exercise a right of retention for all amounts owed to it on all goods of the customer in its possession. This shall also apply in the event of bankruptcy, liquidation or cessation of the customer’s activities.
14. NV Vebim shall at all times be entitled to set off any amounts it owes to the customer against any amounts owed by the customer to NV Vebim, even if they arise from separate agreements. Such reciprocal claims shall be considered an indivisible whole. This provision shall also apply in the event of bankruptcy, liquidation or cessation of the customer’s activities, regardless of whether the debt is due, fixed or certain.
15. Where objective elements (such as protested bills of exchange, termination of credit facilities, conservatory or enforcement attachments, arrears vis-à-vis creditors, etc.) indicate liquidity problems on the part of the customer, NV Vebim shall be entitled to make the performance of its obligations subject to the provision of adequate guarantees.
16. NV VEBIM undertakes to deliver goods and carry out works in accordance with the accepted offer. Conformity with the accepted offer shall be presumed when the goods or works correspond to the description thereof by NV Vebim in the accepted offer. The burden of proof regarding any lack of conformity of the delivered goods or executed works rests with the customer.
17. Insofar as acceptance of the delivery of the goods or the execution of the works has not expressly taken place, complaints regarding conformity and visible defects must, under penalty of forfeiture, be submitted by registered letter within 15 days after delivery of the goods or execution of the works and prior to use, treatment, processing or resale of the goods or works by the customer or third parties.
18. NV Vebim shall only be liable for invisible or hidden defects if they manifest themselves within a period of 6 months from delivery of the goods or execution of the works. Neither liability nor knowledge of hidden defects on the part of NV Vebim shall be presumed. The customer may only exercise its rights if it has notified NV Vebim of the defect by registered letter within a period of 2 months after the date on which it discovered the defect. The customer’s legal action for hidden defects shall lapse 3 months after such notification.
19. NV Vebim’s responsibility for any defect, visible or invisible, shall lapse in the event of damage during processing, assembly or maintenance, modification or repair by the customer or by third parties, or by resale of the delivered goods or executed works, and shall in any event be limited to the direct and foreseeable damage to the goods themselves or to the direct and foreseeable damage resulting from the defect in the works, to the exclusion of any damage relating to use or operation, and shall amount at most to the amounts invoiced by NV Vebim for the delivery or execution or the part thereof to which the complaint relates, i.e. either the sale price in the event of a sale or the added value in the event of contracting, excluding the costs of removal or replacement.
20. In the event of a valid liability claim, NV Vebim shall first carry out a technical inspection on site to determine whether the goods can be repaired or replaced free of charge on site. The customer undertakes to provide all necessary cooperation to enable such inspection and any free repairs or replacement on site. NV Vebim shall only be obliged to take back and refund the goods if repair or replacement is not possible or if the customer demonstrates that repair or replacement no longer provides the same benefit. Any compensation resulting therefrom may never exceed the amount invoiced to the customer. The customer must take all reasonable measures to make any take-back practically possible.
21. NV Vebim and/or its auxiliary persons may only be held liable towards the customer, whether contractually and/or extra-contractually, for damage resulting from gross negligence or wilful misconduct and for faults affecting the life or physical integrity of a person. Liability is limited to direct and foreseeable damage and amounts at most to the amounts paid by the customer in the 12 months preceding the damage for the machines and works concerned. Any liability for indirect or consequential damage is expressly excluded.
22. NV Vebim and its auxiliary persons cannot be held liable towards third parties for damage. The customer indemnifies NV Vebim and/or its auxiliary persons against all third-party claims for compensation of damage for which NV Vebim’s and/or its auxiliary persons’ liability is excluded towards the customer under these terms and conditions.
23. The warranty on parts and machines shall never exceed the warranty provided by the respective suppliers or manufacturers of NV Vebim. The warranty covers machine parts only and is limited to damage occurring under normal and correct use of the equipment. Without prior written agreement, NV Vebim shall not reimburse costs for repairs carried out by third parties. NV Vebim rejects all direct or indirect responsibility in the event of damage to machines caused by incorrect use or insufficient maintenance, modifications made without NV Vebim’s written consent, clumsy repairs carried out by the customer, normal wear and tear or any accidents whatsoever.
24. In the event of force majeure (Article 5.226 Belgian Civil Code) or change of circumstances (Article 5.74 Belgian Civil Code), even where this does not lead to permanent and/or absolute impossibility of performance, NV Vebim shall by operation of law be entitled to suspend its obligations or even unilaterally terminate them, after having informed the customer thereof. NV Vebim and/or its auxiliary persons can in no case be held liable for any compensation. Force majeure is deemed to include, inter alia: war, strike or lock-out, weather conditions, fire, natural or other disasters, epidemics and pandemics, exceptional scarcity of raw materials or goods, and governmental decisions affecting the performance of obligations, whether occurring at NV Vebim or its suppliers.
25. All intellectual property rights and derivative rights in the goods remain vested in NV Vebim. These rights include copyrights, trademark rights, design and model rights and/or other intellectual property rights, including technical and/or commercial know-how, whether patentable or not, methods and concepts. The customer is prohibited from using and/or modifying NV Vebim’s intellectual property rights.
26. NV Vebim collects and processes the personal data it receives from the customer for the purposes of performing the agreement, customer management, accounting and direct marketing activities. The legal bases are the performance of the agreement, compliance with legal and regulatory obligations and/or legitimate interest. For more information, the customer is referred to the privacy policy on the website www.vebim.com.
27. The customer is responsible for the accuracy of the personal data provided to NV Vebim and undertakes to comply with the General Data Protection Regulation with regard to the persons whose personal data it has transferred to NV Vebim, as well as with respect to any personal data it may receive from NV Vebim or its employees.
28. If the customer is declared bankrupt, applies for a moratorium, is dissolved or initiates judicial reorganisation proceedings, NV Vebim shall have the right to terminate the agreement(s) with immediate effect or to require full advance payment or other guarantees from the customer for delivery.
29. In the event of a dispute, only the courts that are territorially competent for the place where NV Vebim has its registered office shall have jurisdiction, unless NV Vebim opts for courts having jurisdiction pursuant to Article 624 of the Belgian Judicial Code. This jurisdiction clause shall also apply in urgent matters (e.g. summary proceedings).
30. Belgian law shall apply, and for all matters not expressly regulated herein, reference is made to ordinary law, with the exclusion of the Vienna Convention on Contracts for the International Sale of Goods.
31. In the event of a dispute regarding the interpretation of these General Terms and Conditions, the Dutch text shall always prevail.