Terms of service
GENERAL TERMS AND CONDITIONS OF 1 JANUARY 2019
1. These general terms and conditions apply to every contract entered into with BVBA CARRODRAIN or CARRODRAIN DEUTSCHLAND GMBH (hereinafter: “we” or “our”) and any contract we are party to. These general terms and conditions apply exclusively, with the exception of any general terms and conditions of the client/other party (hereinafter: “client”). Deviations from our general terms and conditions are only possible with our prior written agreement. Signing a purchase order with or without any advance payment, or sending an order confirmation, or full or partial payment of our invoices irrevocably leads to the acceptance of our general terms and conditions.
2. The client does not have the right to cancel the order, either entirely or partially, only by his own volition. If the client does decide on unilateral cancellation, he will have to pay a penalty equal to 50% of the value of the order, with a minimum value of 500 EUR. For orders whose delivery has already commenced or for orders of materials that were custom-made, the client must pay 100% of the value of the order. Similarly, the client is entitled to equivalent damages if CARRODRAIN cancels an order unilaterally without a legitimate reason. Anyone who places an order is assumed to be competent and authorized to do so, in such a way that we can call on the third party mandate created by third parties or the client.
3. All taxes of any nature, must be paid by the client.
4. Unless otherwise stated, our quotes remain valid for one month.
5. Transport of goods (even if transport is “free at destination”) it is always at the exclusive risk of the client. We are also not responsible for theft or damage. If the goods must be delivered by us, the delivery will be at a place that is accessible directly from the public road. If the client wishes to have the items delivered inside his building, this must have been agreed on expressly by the parties in advance. If the delivery, even outside the client’s buildings, is impossible without entering the client’s property, it is at the client’s risk.
6. Delivered items will not be taken back except in legally required cases.
7. Unless we have committed ourselves expressly in writing to comply with terms provided, delivery terms, and any terms for installation and execution are provided only by approximation, without any obligation to us. Delivery of materials and products at a later date than provided, can never be justification for dissolution or termination of the contract, nor can it lead to any entitlement of damages. If we have expressly committed to complying with specific delivery terms, the following non-exhaustive cases may justify an extension of the delivery term, without the client being entitled to any damages: mechanical defects, strike, severe weather, frost, fire, natural disasters, riots, shortage of vehicles, interruption of transport, delayed delivery from suppliers, bankruptcy, legal reorganization or re-structuring of our suppliers or sub-contractors scarcity, lock-out, any other social conflict, interruption in electrical or other utilities, illness, theft, accidents, war, measures announced by the government that makes the delivery impossible, more difficult or considerably more expensive than anticipated when signing the contract, and any other cause outside our will that makes the supply or delivery more difficult or considerably more expensive.
8. The discount percentages provided are never permanently obtained, not even after they have been applied repeatedly. Discounts can always change in function of the market situation, the internal price-setting or CARRODRAIN’s strategy. The client can never enforce discounts based on old price agreements or price agreement with other clients of CARRODRAIN. If a “free at destination” delivery was provided, this applies only to the delivery at 1 delivery address in the Netherlands, France or Germany. Discounts are only valid on an order of the complete offer. If an order is for only a portion of the offer, CARRODRAIN has the right to adjust the discounts to the ordered portion.
9. All invoices are payable within 14 days after being sent and the debts therein are sustainable. Presenting accounting documentations that show registration of the invoice, applies a proof of sending. A complaint submitted by the client does not suspend his payment obligation if, at the time of the formulation of the client’s complaint, the client was already in default of payment either fully or partially. Non-payment, even partial, on the due date of the invoice or bill of exchange, will result in the following: a) all other outstanding claims, including the bills of exchange not yet mature, become payable immediately. b) any discounts provided by the seller and payment facilities are cancelled. c) any monies owing legally and without prior notification of default will be subject to interest calculated according to Article 5 of the law of 2 August 2002 concerning the struggle against delays in payment in commercial transactions, and will be increased by 4%. For the calculation of the interest owed, every month started will be counted as a full month. d) Any amounts owing legally and without prior notification of default will be increased by 10% on the outstanding amounts for damages, to compensate for our extrajudicial collection costs. The client acknowledges and accepts that this compensation is a fixed amount and continues to be owed, even if the shortcoming is only partial.
10. Guarantees, warranties, insurances and liability: Any complaints must reach us before the products are installed. After our products are installed, complaints are no longer admissible. The warranty that covers our products will expire immediately if the installation was not (completely) carried out according to our most recent regulations. If a deviating installation method was used, any warranty is immediately null and void. No damages may ever exceed the value of the products provided by us.
11. Retention of title: a) Until full payment has been received and the client has complied with all obligations resulting from his agreements with us, the goods delivered by us remain our property. As long as the delivered goods have not been paid for in full, the client cannot transfer ownership of these goods to any third parties, nor use these goods as collateral, or to provide any securities. If this prohibition is not complied with, the purchase price is payable immediately. In the event of insolvency of the client (bankruptcy, liquidation, collective settlement), these goods are not considered to be part of the client’s household effects and from the client’s insolvency on, the agreement will be considered as terminated legally and without notification of default. b) The client is obligated to inform us immediately if there is a seizure of any goods he has in his possession, but which belong to us.
12. Dissolution: We legally reserve the right to consider the agreement to be dissolved without notification of default and effective from the date of notification by registered letter, due to the following non-exhaustive cases on the side of the client: death, definitive incarceration, bankruptcy, liquidation, termination of commercial activity, merger, split, seizure of the entire or partial capital, request for deferment of payment, or for collective debt mediation. In such a case, we have the right to immediately take back the goods delivered to the client that have not been paid for. The goods that were paid for by the client will remain the client’s property and we will not be obligated to take them back.
13. Subrogation: We reserve the right to subrogate a third party unilaterally for the execution of the agreement, including all the rights and obligations contained therein. The client accepts that in that case we will be released and that such subrogation will bring a debt roll-over with it.
15. Authorized courts and applicable law: In the event of a dispute, the Belgian courts of the judicial district of Antwerp, Antwerp Department, will be authorized exclusively. They will apply Belgian law. The Vienna Sales Convention also applies.