General conditions of sale
1. General
1A - The orders and contracts that we handle are, without exception or reservation, subject to the general conditions below, which the customer accepts by the simple fact of dealing with our company.
1B - The order or contract is also subject, failing express denunciation within 5 days, to the special terms and conditions inserted where appropriate in our acknowledgement.
2. Placing orders and contracts
2A - Our representatives are not authorised to commit Delaunoit.
2B - Orders and contracts only become definitive in our eyes on our express acceptance, in accordance with the terms of our acknowledgement.
In addition, we always reserve the right to cancel an order, even if confirmed or after the start of execution, if the references supplied by the customer prove to be insufficient or if its situation should change.
2C - These reservations only work in favour of Delaunoit and do not affect the definitive nature of the customer's commitment.
3. Studies - Projects
3A - We retain full intellectual property for our projects, studies, etc., which cannot be used, communicated, reproduced or executed, even partially, in any way whatsoever, without our written permission.
3B - For metal constructions, the dimensions of the civil engineering works are given as an indication only and do not result from a technical study carried out by us. Their design and realisation remain fully incumbent on the customer, which must determine them under its own responsibility.
3C - The customer must also take into account the regulations in force concerning building permits and the siting of the building, which are not incumbent on Delaunoit.
3D - After or during execution of the orders or contracts, all modifications or additions to structures, materials, etc., by the customer, shall be undertaken under the customer's entire and total responsibility.
3E - Unless otherwise indicated in our assumptions and calculations, where they are mentioned on our quotations or contracts, our buildings are considered to be open and calculated according to the current standard NV 65 amended by 67 and 62, allowing a reduction for wind pressure of 1/4.
4. Supplies and works
4A - The supplies and works are limited to the specifications of the order or the description of works.
4B - For the construction works, the quantities mentioned in the quotation, before the survey statement on the contract, are only approximate.
4C - When the supplies and works are for a fixed price, our only commitment is to the schedule submitted by us, the weights and other elements are only indicative and any variation in them shall under no circumstances be used as a motive for claims or adjustment of the fixed price.
4D - The sites for fabrication and hand-over are left to our discretion.
4E - For the construction works, in the event of suspension of works due to a fault of the customer, the latter shall automatically assume full responsibility for the materials delivered for all problems of theft, deterioration, etc.
4F - All merchandise sold is transported at the risk of the buyer, whatever the mode of transport or the method used to pay for the transport.
5. Lead times
5A - Unless otherwise expressly accepted in writing by our company, the details of orders and contracts are only indicative in nature.
In the event of a delay in delivery, the customer may not under any circumstances claim any damages or interest.
5B - Delaunoit shall always be released from the planned lead times:
a/ If the customer should fail to respect its contractual obligations and in particular the payment conditions.
b/ Should the customer fail to provide, in good time, all information necessary for the preparation and execution of the order or contract.
c/ For construction works, in the event of failure to obtain a building permit, non-conforming execution of the civil engineering works and reservations, delays due to other trades or additional works, failure to clear the construction zone, non-preparation of the site and access allowing free circulation.
d/ In the event of transformation or modification of the order by the customer.
e/ In the case of force majeure or events such as: war, strike by the company or external strike, delays due to suppliers, lack of transport, fire, bad weather, etc.
5C - In the event of the customer failing to respect its contractual obligations, Delaunoit may suspend execution of the contract without prior notification.
5D - In the case of penalties for delays accepted by our company or any indemnity whatsoever, these shall always be limited to a maximum of 2% of the contract amount.
5E - No delay in the execution of the contract may, under any circumstances, result in or justify the cancellation of the contract by the customer.
5F - Additional works and supplies must be covered by a separate quotation defining the specific lead times for their execution and stipulating where appropriate any resulting modifications for the execution of the contractual works as a whole.
5G - Under the terms of articles 5A, 5B, 5C and 5F, Delaunoit reserves the right to make technical or structural modifications during their manufacture. Such modifications may occur between the time of the order and billing and may not be used as a reason by the customer for cancellation of the order or to to demand any indemnity whatsoever.
6. Prices
6A - The prices, whether fixed or unit prices, are given exclusive of VAT, unless otherwise stated, and the VAT rate in force will be specified on signature of the contract.
6B - The prices, unless stipulated otherwise, are established at the rate on the day of signature of the order by the customer, but they may vary in the event of a rise in the price of materials or labour at the time of execution of the contract or payments: the contractual base prices will then be revised.
6C - Down payments received constitute an advance in cash that has been taken into account when establishing the prices.
7. Payment conditions - Billing
7A - All payments or settlements must take place at Charleroi. Our bills and acceptance of settlement outside of Charleroi shall not result in novation or derogation of the clause attributing jurisdiction.
In the event of a dispute concerning the payment of our invoices, jurisdiction shall be expressly assigned as stated in article 14.
7B - In the event of any non-payment when due, interest shall be incurred automatically and without prior notification as from the due date at the rate of 1.5% per month, with no modification of the payment due dates.
In addition, without prejudice to the provisions above, any sums not paid when due shall automatically be increased by 10% as damages and interest by a minimum amount of € 12.50.
In addition, the costs and fees incurred for the recovery of sums due shall be borne by the customer.
7C - In cases where we accept payment by bills, such bills must be returned duly accepted within five days of being sent out, with the agio, collection and any other costs being borne by the drawee.
Failure to return accepted bills and their receipt by us within five days shall render them immediately payable in cash. In addition, the balance of the amount of our invoices, even if it is represented by accepted bills with later dates, shall become immediately payable should another bill not be paid when due.
7D - Instalment payment conditions may be modified during execution of the contract and cash payment demanded if the usual guarantees should be modified for the customer.
7E - In the event of any dispute, the customer may not extend, suspend or modify the agreed due dates.
7F - In the event of a delay in the execution of the contract that is not the fault of Delaunoit, the customer shall still be required to pay, without delay, the value of the works carried out.
Any delay that is not the fault of Delaunoit, as well as any obstacle or hindrance whatsoever for the normal execution of the works, the poor execution of masonry, levels or distance from an abusive obstruction of the site, poor ground condition, an unmarked obstacle forcing our fitters to carry out their work in abnormal conditions or without their lifting gear and with aggravated risks, etc., not indicated on conclusion of the contract, the customer undertakes to pay, in addition to the contractual price, even if the price is fixed, the resulting financial cost for Delaunoit.
7G - Supplementary works or supplies are payable by cheque when ordering.
8. Penalty clause
8A - In the event of the customer cancelling the definitive order or contract, the customer undertakes to pay immediately, as damages and interest, an indemnity equal to the the loss of earnings and the costs incurred on the express understanding that this indemnity shall be for at least 25% of the amount of the contract in the case of subsequent cancellation: the materials, supplies and machinery delivered shall then remain the property of Delaunoit.
8B - Should the contractual liability of Delaunoit be established in the execution of the contract by the competent jurisdiction, the parties expressly agree that the total amount of damages and interest that Delaunoit can be ordered to pay may under no circumstances exceed 20% of the total amount of the contract.
9. Guarantees
9A - Our buildings are guaranteed in accordance with articles 1792 et seq and 2270 of the Civil Code.
9B - For travelling cranes and special machinery, our supplies are guaranteed for 6 months as from their delivery to the customer and it is incumbent on the customer to prove our exclusive liability.
9C - The guarantee is strictly limited, to the exclusion of all other consequences whatsoever, to the repair and replacement, at our expense, of parts that are acknowledged to be defective through our fault; the parts replaced free of charge remain our property.
9D - The guarantee does not apply, amongst other things, to replacements or repairs that result from normal wear and tear or deterioration, an accident, negligence, faulty monitoring or servicing, the use of defective material, or from the action of a third party, etc.
9E - Custom work and repairs to used equipment carry no guarantee.
10. Reservation of ownership
In accordance with the law of 10/07/1997, our merchandise remains our property until the price has been paid in full. The buyer gives a personal undertaking to the vendor not to dispose of, by any means whatsoever, either in full ownership or as a pledge, the merchandise purchased before payment of the price in full. If the buyer should oppose the restitution of unpaid merchandise, a simple urgency order shall resolve the issue before an authorisation to recover the merchandise. Any down payments paid shall remain acquired as damages and interest, despite the reservation of ownership clause. The acquirer shall bear all transport risks and any risks that may arise as from taking possession of the merchandise and must therefore take out insurance and bear the resulting costs.
11. Guarantee of payment
The contractor, notwithstanding articles 551 and 552 of the Civil Code, shall remain the owner of the work carried out until payment in full of the receivable debt arising from the contract of works.
These provisions do not modify its obligations as laid down in articles 1788, 1792 et seq and 2270 of the Civil Code.
12. Standards
The standards applicable in Belgium also apply to fixed price contracts.
13. Special agreements
13 A- All special agreements or waivers to any of these general conditions must be covered by a special written stipulation on our part.
13 B - In the event of bankruptcy, judicial proceedings or liquidation or incapacity of the customer, we reserve the right to terminate the contract by simple denunciation. The same right is reserved in the case of default or failure of the customer in its contractual obligations following simple notification by registered letter remaining five days without satisfaction.
13C - The fact that Delaunoit should fail to apply, partially or totally, at any time, one of more of the provisions of this contract granting it a right, does not under any circumstances imply its renunciation. If for any reason a clause of this contract should be declared null and void, the nullity of the said clause shall under no circumstances result in the nullity of the other contractual provisions.
14. Jurisdiction
In the event of a dispute of any kind concerning the interpretation and execution of the contract or the settlement of the price, the Business Tribunal of Charleroi shall have sole competence, whatever the conditions of the contract and the mode of payment accepted, even if there are several defendants or third-party complaints. Acceptance by us of payment by bills or cheques in a town other than Charleroi shall not result in derogation or novation of this clause.