TERMS AND CONDITIONS AGREEMENT.
GENERAL SALES CONDITIONS GINTIN
In the present General Sales Conditions, the word “Seller” designates: GINTIN, an ordinary limited company incorporated and existing under the laws of Belgium with its registered office at Liersesteenweg 199, 2520 Ranst (Belgium), with company number 0535.954.692 duly represented by Thomas Wuyts, Manager
The present General Sales Conditions apply to any sale or delivery made by the Seller, to the exclusion of any general or specific conditions communicated at any time to the buyer (hereafter the “Buyer”), except for any derogation accepted by the Seller’s written and express consent. Such derogation will only apply to the specific sale or delivery for which it has been granted.
By making any order, the Buyer acknowledges the present General Sales Conditions and irrevocably agrees to be bound by them.
2. Quotations and acceptance of order:
All the Seller’s quotations are non-binding, except if stipulated to the contrary by an express and written statement of the Seller. The Seller will only be bound by an order upon its written confirmation, or after it has commenced performance thereof.
Prices on an order are based on recent agreements for materials and services. Should prices for any items be increased, the prices on this order will be subject to increase. The Buyer has the right to cancel the agreement within eight (8) days of being notified of this price change.
The delivery times indicated are non-binding on the Seller, and are only given as an estimate. No delay in delivery may lead to the cancellation of the sale by or payment of damages to the Buyer, except in case of willful delay. The Seller is entitled to perform partial deliveries. In case of non-delivery of products, advances that may have been paid by the Buyer will be reimbursed by the Seller, without any additional interests or other compensation.
The products are dispatched at the risk of the Buyer, except in case of intent or gross negligence on the part of the carrier. The transport costs are, unless otherwise provided, for the account of the Buyer.
4. Retention of title
The products supplied by the Seller remain its exclusive property until payment of the price in full by the Buyer. In case of non-payment upon the due date by the Buyer, the Seller will automatically be entitled to claim the products back, ipso jure and at the Buyer’s expense.
Furthermore, the Seller will be entitled in such case, upon the giving notice by email with a delivery receipt but without any other formality or judicial intervention, and without prejudice to its right to claim damages, to cancel the sale at the detriment of the Buyer.
If the Buyer resells the delivered products before payment of the full price owed to the Seller, the Buyer’s claim on its customer as a result of this sale will be pledged to the Seller as security for the payment of the price owed to the latter.
5. Intellectual Property Rights
The Buyer acknowledges and agrees that all existing and future Intellectual Property Rights (such as, but not limited to copyrights, design and models, trademarks, etc.) that relate to or subsist or reside in the products, are only owned by the Seller.
The Seller’s Intellectual Property Rights shall at all time remain the property of the Seller. The Buyer is not allowed to change the products delivered in total or in part or to give these a different name or packaging, unless otherwise agreed in writing. Any unauthorized use of the Seller’s Intellectual
Property Rights shall be punished according to the intellectual property laws in vigour.
In order to be valid, any complaint regarding a defect which was or should reasonably have been noticed at the time of delivery, must be notified within eight (8) days after delivery of the products.
Such complaint will only be valid if the products have remained in the state they were at delivery. No products may be returned by the Buyer, without the Seller’s prior express and written consent. The Seller will not issue credit for any allowances, deductions, or materials returned unless Buyer obtains the Seller’s written consent of same within (8) days of receipt of the products.
The Seller’s warranty is limited to replacing the concerned products and, if this is not possible, restitution of the invoiced price.
The Seller is under no circumstances liable for indirect damages, whether general or specific, and whatever their nature, suffered by the Buyer.
8. Force majeure
The Seller is not liable for any delay in the performance of or failure to perform its obligations arising from any event beyond its normal control, including, inter alia, interruptions in production, difficulties in supply, or shortages of raw material, labor, energy or transport, or delays in transportation, strikes, lock-outs, work interruptions or any other collective labor disputes affecting either the Seller itself or its suppliers, whether or not such events are foreseeable.
9. Price and payment:
In the event of non-payment of the invoice within the set period mentioned on the invoice (due date), interest equal to the statutory interest in accordance with the Belgian law on combating late payment in commercial transactions of 2 August 2002 shall be due from the due date by operation of law without prior notice of default. In addition, a fixed compensation of 10% of the total invoice amount is due. The same compensation is payable by the Seller in case of late delivery that is not due to force majeure.
The Seller shall be entitled to demand a surety of payment before delivery. Deviating terms and conditions can be agreed upon express and written statement of the Seller.
To be valid, any complaint regarding invoices will have to be notified by email with a delivery receipt and formulated in detail within thirty  days after receipt of the invoice. No ground, such as e.g. the filing of a complaint regarding the delivered products, shall entitle the Buyer to withhold its payment.
If an invoice is not fully paid upon its due date or if the Buyer does not fulfil any of its obligations under the present General Sales Conditions, the Seller shall be entitled, ipso jure and without notice or other formality, to postpone performance of its obligations towards the Buyer under any agreement, to terminate any agreement concluded with the Buyer with immediate effect, to claim immediate payment of all outstanding claims, including those not yet due, or to refuse performance except against cash payment, notwithstanding any prior agreement and without prejudice to any other remedies which could be applied by the Seller. Failure to take immediate action against any breach or default by the Buyer may under no circumstances be construed as a waiver by the Seller of its rights to act against such breach of default at a later point in time.
10. Cancellation of the order
In the event of cancellation of the order, the Buyer shall be liable to pay fixed compensation amounting to 15% of the value of the order, with a minimum of 50 €, subject to the express possibility of claiming higher damages.
If the Buyer does not pick up the products on the date communicated to him, the Seller reserves the right, after the expiry of a period of fifteen (15) days, to consider the agreement as dissolved, without prior notice of default. The storage of the products in anticipation of delivery or collection takes place at the expense and risk of the Buyer. In this respect, the Seller is not liable for the destruction of the products by theft, fire, water damage and other cases of force majeure.
12. Bankruptcy or apparent insolvency
The Seller also reserves the right to regard the agreement as dissolved by operation of law and without prior notice of default in the event of bankruptcy or apparent insolvency of the Buyer.
Expenses related to unpaid bills of exchange or cheques as well as other collection costs are not included in the fixed price of the invoice. The Buyer will be charged separately for any damages not included in the price of the invoice.
If the Seller commit himself to the provision of services or performances, one third party has to be paid at the signature of the order form, one third at the start of the performance or service and one third at the delivery or completion thereof.
The fact that one of the clauses of these general conditions is declared null and void shall not affect the validity of the other clauses.
16. Competence and applicable law
All agreements concluded with the Seller are governed by Belgian Law, to the exclusion of the provisions of the United Nations Convention on the International Sale of Products.
In the event of any dispute, difference, controversy or claim arising out of in connection with to their agreements, the parties will first attempt to settle such dispute amicably.
If the parties cannot agree on the resolution of any dispute, they agree to appoint a qualified neutral third party with expertise in the area of concern (hereinafter “Mediator”). Such Mediator shall be consulted to mediate and make recommendations as to the resolution of the matter in a timely manner. The costs of such mediation shall be divided equally between the Parties.
If the Parties have not reached a settlement of such dispute, the dispute shall be settled by arbitration in accordance with the Rules of Arbitration of Cepani (Belgian Center for Arbitration and Mediation) as presently in force. The place of arbitration shall be Brussels and the language to be used in the arbitral procedure shall be English.
The Parties agree to call upon the services of the Belgian Center for Mediation and Arbitration for both mediation or arbitration (www.cepani.be).
If Cepani’s decision is not satisfactory to one of the Parties, or if for any reason the Parties decide not to call upon Cepani’s services, they still can submit their disputes to the Courts, provided that these disputes shall be subjected to by Belgian Law and submitted to the exclusive jurisdiction of the Courts of Antwerp.