General terms and conditions
General SALE, DELIVERY and PAYMENT CONDITIONS of ROBLAND NV,
established and domiciled in Belgium at 8000 Brugge, Kolvestraat 44.
Article 1 – General terms and conditions – Exclusion of customer terms and conditions
Unless explicitly stipulated otherwise, every agreement with Robland NV (hereinafter referred as: ‘ROBLAND’) is concluded under the following general terms and conditions and, if applicable, the special conditions stated in the latest offer or order confirmation from ROBLAND with regard to goods. The special conditions will take precedence over the general. The general and special terms and conditions of the contracting partner (hereinafter: the ‘Client’) are expressly excluded, even in the event of signature by ROBLAND of a contract or any other document issued by the Client.
Article 2 – Establishment of the agreement
2.1. The agreement with the Customer is concluded when the Customer places an order, whether or not based on a quotation, and this order is accepted by ROBLAND. Execution and/or sending of an (advance) invoice for goods delivered and/or to be delivered is considered acceptance.
2.2. Quotations from ROBLAND are not binding and are provided to the Customer without obligation and as an indication. The characteristics described in it are articulated as accurately as possible.
2.3. Arrangements, confirmations or agreements with representatives or appointees of ROBLAND do not bind ROBLAND, except in the case of subsequent written confirmation by ROBLAND.
2.4. Changes to the agreement at the request of the Customer can be refused by ROBLAND. In case of acceptance, ROBLAND is entitled to charge the extra costs as a result of these changes, and the delivery period will be extended taking this into account.
Article 3 – Knowledge on the part of the Client.
3.1. The weights, capacities, dimensions, application possibilities and other data included in catalogues, prospectuses, circulars, advertisements, images, technical data sheets, instructions for use, safety data sheets, etc. have the nature of approximate indications without binding on ROBLAND. Deviations between the delivered goods, materials and the images, drawings, sizes and colours mentioned in the offer or order confirmation, or appear therein, cannot be invoked by the Customer.
3.2. The Customer acknowledges to be fully aware of the specific data as stated in art. 3.1. with regard to the ordered or delivered goods, and no further description is required.
Article 4 – Prices
4.1. All prices are expressed in euros and are exclusive of VAT and other levies imposed by the government. The VAT and the aforementioned levies are always at the expense of the Customer.
4.2. Increases in production costs (wages, materials, raw materials) or price changes at ROBLAND’s suppliers, even if they occur as a result of unforeseen circumstances, can always give rise to a price revision. This applies in relation to suppliers of ROBLAND, among other things, also with regard to price increases as a result of changes in import duties and other duties and taxes, in wages, employer’s contributions and other working conditions, as well as with regard to additional costs as a result of changes in the exchange rate of more than 2.5 percent of the Belgian against the foreign currency.
4.3. If the deliveries have to be postponed due to the actions of the Customer, resulting in additional costs or losses on the part of ROBLAND, ROBLAND has the right to adjust the prices proportionately.
4.4. Additional deliveries, technical information, commissioning, travel, accommodation or related are never included in the stated price. These deliveries or costs are charged separately at ROBLAND’s unit prices applicable at that time.
Article 5 – Invoices and payments
5.1. The Customer must check invoices from ROBLAND immediately upon receipt. Without prejudice to earlier acceptance (whether or not tacitly), the Customer is irrefutably deemed to have accepted an invoice from ROBLAND in the absence of a motivated protest within 8 calendar days of receipt of the invoice.
5.2. Payments must be made by transfer order to ROBLAND’s bank account.
5.3. ROBLAND invoices are payable without discount. Unless a specific due date is stated, the invoice is payable within a period of 14 days from the day following the receipt by the Customer of the invoice. From the due date, the Client will owe a default interest automatically and without prior notice of default, corresponding to the default interest as provided for in the Law of August 2, 2002 on combating late payment in commercial transactions, increased by two percentage points, and a lump-sum compensation of 15% on the overdue amount with a minimum of EUR 1,500. Discounts, deductions, withholdings, etc., for whatever reason (such as for cash payment) are not allowed. In the event of late payment, the payments will first be deducted from the costs owed, then from the interest owed, and finally from the longest outstanding invoice.
5.4. In case of payment arrears, ROBLAND has the right to suspend the (further) execution of any agreement with the Customer, even if the default concerns another contractual relationship. In the event of non-payment of part or all of an invoice on the due date, the balance of all other invoices, even those that have not yet expired, will become automatically and immediately due and payable. ROBLAND is always entitled to demand full payment in advance or guarantees before (further) executing the agreement.
5.5. The drawing or acceptance of bills of exchange, checks or other negotiable documents (insofar as accepted by ROBLAND) does not imply a renewal of debt and does not constitute a deviation from these general terms and conditions. All collection and protest costs of accepted or not accepted bills of exchange, postal receipt cards, checks and other securities are always at the expense of the Customer.
5.6. The Customer cannot set off any claims against ROBLAND, even if established and due and payable, against claims of ROBLAND against the Customer. Conversely, ROBLAND can rely on compensation.
5.7. The Customer expressly waives his right to invoke the suspension of his payment obligations on the basis of the incompleteness, deficiency or delay of the deliveries.
Article 6 – Delivery and delivery period
6.1. Unless otherwise agreed, all goods are delivered FCA, at the registered office of ROBLAND, Incoterms® 2020. If ROBLAND agrees to transport, dispatch or install the goods, this is done at the risk of the Customer.
6.2. The term of delivery includes the term within which the goods must be delivered and/or the (accessory) activities must be carried out. Installation and assembly work are at the expense of the Customer, unless otherwise agreed.
6.3. The indicated delivery times are approximate and only serve as an indication. Delays in delivery, phased delivery, and all cases of force majeure can never give rise to a price reduction, compensation or breach of contract. Nor do they confer the right to regard the agreement as terminated or broken.
6.4. Delivery is deemed to have taken place if the goods to be delivered are ready for collection, at the location designated by ROBLAND, and the Customer has been informed thereof.
6.5. Once the goods have been delivered, the Customer bears all risks.
6.6. In the event of refusal to take delivery, or if the delivery is not collected within four weeks, ROBLAND can consider the agreement as dissolved, in which case ROBLAND is also entitled to compensation corresponding to 10 percent of the contract value, as well as charging storage costs to the Customer at the usual rental price, i.e. EUR 250 per week per machine.
Article 7 – Retention of title – risk – right of pledge
7.1. All (sold) goods remain the property of ROBLAND until the Customer has fully fulfilled his obligations. This does not prevent all risk from being transferred immediately (as soon as possible) to the Customer (from the conclusion of the agreement or, in the case of non-individualised goods, from its individualisation by ROBLAND). The Customer may not dispose of the goods, incorporate, make immovable by allocation, nor pledge or encumber with any other right or security in favour of third parties until they have been fully paid. If the Customer nevertheless sells goods that have not been paid for (in full), the claim of the Customer on the third-party buyer will be transferred to ROBLAND automatically (without prejudice to other legal remedies that ROBLAND may enforce with regard to the Customer and/or the third-party buyer), on the understanding that this assignment does not in any way release the Customer to make it count as (partial) payment to ROBLAND and only payments effectively received by ROBLAND from the third party buyer will be deducted from the Customer’s debt to ROBLAND.
7.2. To cover the payment of the delivered goods, the Customer expressly agrees to the creation of a right of pledge within the meaning of art. 2071 et seq. on all goods delivered by ROBLAND to the Customer in the context of previous contractual relationships.
Article 8 – Acceptance – indemnity and liability
8.1. The Customer must thoroughly inspect all deliveries from ROBLAND (or have them checked) upon receipt of the goods. Receipt of goods counts as acceptance. Without prejudice to earlier acceptance (as a result of full or partial processing of the delivered goods), the delivered goods are irrevocably deemed to have been accepted in the absence of a written complaint within 8 days after receipt. Complaints due to visible defects are only accepted if the Customer formulates them in writing on the delivery note, bill of lading or other transport document. Defects found in part of the goods delivered do not entitle the buyer to reject the entire batch or to refuse the part of the batch that has not yet been delivered. For contracting of works, in the absence of delivery, at the request of the Customer within one month after the execution of the last works – and this without prejudice to ROBLAND’s right to request acceptance himself, before this one-month period, if necessary – if the works are deemed to have been fully executed in accordance with the rules of the art, and the Client can no longer formulate a recourse due to incomplete execution of the works or visible defects. The commissioning of the good or the use of the delivered goods always counts as acceptance.
8.2. Acceptance covers all visible and hidden defects. Any claim with regard to (visible or hidden) defects must be immediately instituted under penalty of forfeiture. In case of liability, ROBLAND is only obliged to repair or replace the defective parts free of charge. The replacement will consist in the delivery and installation of an appliance of equivalent quality and properties, if the original appliance is no longer on the market in the meantime. Consultation is always possible between ROBLAND and the Customer regarding the return of delivered goods and/or determining an appropriate price reduction. The guarantee is always limited to a maximum of the value of the goods to which the agreement relates. In no case is ROBLAND liable for direct or indirect consequential damage of any kind. ROBLAND is also not liable for defects that are the result of improper installation/use by the Customer or by third parties of the delivered goods. Any indemnification for visible or hidden defects is excluded if the goods have been treated or processed by (the actions) of the Customer, or if they have been repaired or resold by the Customer or third parties. The goods may not be returned without ROBLAND’s agreement. ROBLAND’s agreement to take back the goods does not imply any acknowledgment of liability.
8.3. Every indemnification obligation and liability of ROBLAND expires one year after the completion of the works (even if the defect would only manifest itself afterwards), unless articles 1792 and 2270 of the Civil Code apply. In the event of damage for which ROBLAND as well as third parties and/or the Customer are (jointly) liable, ROBLAND is only liable to the extent that its error (s) contributed to the damage. Any form of joint and several liability of ROBLAND is excluded. If the proportion of ROBLAND’s fault in certain damage cannot be determined, ROBLAND is liable at most to the amount of that part of that damage that is proportional to the number of persons liable for that damage.
8.4. The Customer indemnifies ROBLAND against any claim for compensation and/or other claims from third parties arising from use and/or defects with regard to the goods delivered.
8.5. ROBLAND provides a warranty with regard to the delivered goods, by offering spare parts/parts, for a period of 1 year. The warranty parts/spare parts are invoiced when the parts are sent (at the rate applicable at that time). If the replaced, defective parts are subsequently returned to ROBLAND within 6 months, ROBLAND will issue a corresponding credit note after checking the received defective parts. In the absence of return of parts within the aforementioned period, it is assumed that no warranty case is involved, and the invoice remains definitively due.
Man hours associated with the repair or replacement of the parts/spare parts are never observed by ROBLAND, nor does ROBLAND provide compensation for this. In any case, the warranty will lapse if the defect is caused by improper installation/use/maintenance by the Customer, or if the Customer itself has carried out changes or repairs or had them carried out.
Article 9 – Termination – dissolution – force majeure
9.1. In the event of bankruptcy or manifest insolvency or if the Customer fails to fulfil his obligations, ROBLAND always has the right and the choice to either demand the enforcement or to regard the purchase-sale agreement as dissolved in whole or in part. In the event of dissolution, the Customer undertakes to return the goods delivered within 24 hours of receipt of the registered letter from ROBLAND in which the dissolution is communicated and the return is claimed. If the purchase agreement is dissolved at the expense of the Customer, the Customer undertakes to pay a lump sum compensation of 30% of the value of the goods, without prejudice to ROBLAND’s right to compensation for the loss of profit that exceeds this lump sum, all other damage and any legal costs. Advances paid on top of this will accrue to ROBLAND as compensation.
9.2. If ROBLAND is unable to execute the agreement due to force majeure, even if this does not lead to permanent and/or absolute impossibility of execution, it has the right to consider the agreement dissolved without compensation, if necessary preceded by a period of maximum six months during which ROBLAND has the right to suspend the execution of the agreement. Force majeure events include strike or lockout, fire, machine breakdown, flooding, mobilisation, seizure, embargo, foreign exchange ban, uprising or terrorist attack or threat, pandemic, shortage of means of transport, general scarcity of raw materials or merchandise, restrictions in energy consumption, both when the strange cause occurs at suppliers of ROBLAND or ROBLAND itself.
9.3. In the event of force majeure on the part of the Client, the latter is also entitled to invoke the dissolution of the agreement. Prior to this, the Customer is entitled to suspend the performance of the agreement for a maximum period of 3 months. Both in case of dissolution and in case of suspension due to force majeure, Robland is entitled to receive immediate payment for the goods already delivered, as well as for all work already performed, as well as for damage, costs, interest, and lost profit.
Article 10 – Processing of Personal Data
10.1. ROBLAND collects and processes the identity and contact details received from the Client and that relate to the Client itself, its staff, employees, appointees and other useful contact persons.
10.2. The legal grounds are the implementation of the agreement, the fulfilment of legal and regulatory obligations and/or the legitimate interest of ROBLAND. For direct marketing purposes by e-mail (such as a newsletter or invitations to events), the Customer also gives his express and free consent to ROBLAND to use his personal data.
10.3. The processing supervisor is Robland NV, with registered office in Belgium at 8000 Brugge, Kolvestraat 44. The aforementioned personal data will be processed in accordance with the provisions of the General Data Protection Regulation and will only be passed on to processors, recipients and/or third parties insofar as this is necessary in the context of the aforementioned purposes. The Customer can send a request for access, correction or deletion of this data to email@example.com.
10.4. For further explanation ROBLAND refers explicitly to the Privacy Statement, as can be found on its website. The Customer confirms that he is aware of this Privacy Statement and accepts its content.
Article 11 – Miscellaneous
11.1. All claims against ROBLAND are time-barred two years after delivery of the goods, without prejudice to shorter periods under the law or the general or special conditions of ROBLAND.
11.2. Clauses in these terms and conditions and other contractual documents will always be interpreted in such a way that they are valid and enforceable. If clauses are invalid in a particular interpretation or certain circumstances, the nullity will be limited to that interpretation or situation and the clause will continue to apply in any other interpretation or situation. Any nullity or invalidity of a stipulation is limited to the relevant stipulation and does not affect the other stipulations of these terms and conditions. If a provision is void, invalid and/or unenforceable as it would exceed legal restrictions, then the provision will not be null and void, but the parties will be deemed to have agreed upon a provision in accordance with the maximum permissible limitation under applicable law, as in such case will be determined by the court, and the provision exceeding those limitations will be adjusted accordingly and automatic.
Article 12 – Applicable law – Competent court
12.1. All agreements with ROBLAND are governed by Belgian law. The effect of any international treaty with regard to the purchase of movable tangible property, the effect of which can be excluded between the parties, is not applicable and is hereby expressly excluded. More specifically, the applicability of the Vienna Sales Convention 1980 (CISG) is explicitly excluded.
12.2. Only the (departments of the) courts in Bruges are competent to hear disputes that might arise between the Client and ROBLAND, on the understanding that ROBLAND can also sue the Client before the courts where the Client has its establishment, registered office or place of residence.
12.3. Authentic text: in case of dispute regarding the interpretation of this agreement, the Dutch text takes precedence over the translations.
(VTI 2314054) Certified True Translation NE VARIETUR from Dutch into English. Seen at the Federal Public Service of Justice for legalisation of the signature of Geert Vancoillie, sworn translator in Torhout.Eli20211688/3