General
The acceptance of orders by NV Van Maele Benelux automatically implies the acceptance of the conditions mentioned hereafter. No condition from the buyer/orderer will be accepted without prior written agreement from NV Van Maele Benelux.
The invalidity, unenforceability or non-assertability of one or more provisions of these general terms and conditions shall not affect the validity, enforceability or assertability of the remaining provisions. The rights and obligations arising from the agreement may not be transferred, either in whole or in part, to third parties without the prior written consent of the seller. The non-exercise by the seller or the customer of their rights at any time shall in no way imply a waiver of those rights.
Art. 1: Offer – Prices
All offers from NV Van Maele Benelux are always non-binding and will automatically expire if not expressly accepted by the buyer within 30 days from the date. They can be unilaterally modified at any time until the moment of acceptance by the customer. Following the customer's acceptance, the seller will confirm the agreement in writing. The agreement can only be modified by mutual written consent between the seller and the customer. Notwithstanding the aforementioned principle, the seller shall at all times be able to unilaterally adjust the prices based on substantial changes in raw material prices or other costs related to the execution of the works.
The prices on the website, in quotes and order forms are always expressed in EURO, including and excluding VAT, recupel and/or other fiscal charges or levies. The stated prices are always net and apply to goods taken from our warehouses. Insurance, storage costs, handling costs for the goods, transport costs and any customs duties or other taxes are never included and will be charged to the buyer. Any conditions/provisions that deviate from the general terms and conditions will always be explicitly stated in the quotes/order forms. The quotes/order forms only encompass the described goods and/or works. All goods or works not explicitly described in the quotes from NV Van Maele Benelux will always be charged at the price on the date of order, respectively executed "on account".
The specifications and price quotes are based on the current values of wages, materials, and services. If these change independently of the seller's will, the seller reserves the right to adjust the prices proportionately. The customer has the right to terminate the agreement within eight days of being informed of this price change.
Art. 2: Orders
All sales by NV Van Maele Benelux are binding upon the signing of the quotation or order form by the buyer. In the event of cancellation of the agreement by the buyer, the buyer shall owe a fixed compensation amounting to 10% of the value of the order, with a minimum of €50, and this is expressly without prejudice to the possibility for the seller to claim a higher compensation. If the agreement is cancelled by the seller, they shall owe an equal compensation to the buyer.
Art. 3: Payment Terms
All sales by NV Van Maele Benelux, other than over-the-counter or cash sales, are payable within 30 days of the invoice date. For consumers, all invoices are immediately payable, unless otherwise agreed.
If the invoice is not paid within the specified period, default interest will be due by operation of law from the due date without prior notice of default, equal to the statutory interest. For the applicable statutory interest, we refer to the website of the Federal Public Service Finance. [1] Furthermore, a flat-rate compensation of 10% of the total invoice amount is due, with a minimum amount of € 50. In the event of substantial exceeding of the payment term, the seller reserves the right to unilaterally terminate the agreement without prejudice to the right to further compensation. All bank and exchange costs associated with the payment of the invoices shall always be borne by the buyer/orderer. The invoice amount is, unless expressly agreed otherwise, always a net amount on which no discount can be granted or applied, such as (but not limited to) discounts for cash payment, quantity discounts, etc. The above applies to businesses.
In the absence of payment by the customer (consumer) within 14 calendar days (+ three working days in the event of a reminder that is not sent electronically) after the dispatch of the first reminder, the customer is automatically and without further notice liable to pay us compensation amounting to:
a) € 20 if the outstanding balance is less than or equal to € 150;
b) € 30 increased by 10% of the amount due on the band between € 150.01 and € 500 if the amount due is between € 150.01 and € 500;
c) € 65 plus 5% of the amount due on the portion above € 500, with a maximum of € 2,000 if the amount due is higher than € 500.
In the absence of payment by the customer (consumer) within 14 calendar days (+ three working days in the case of a default notice that is not sent electronically) after the sending of the first default notice, the customer is also, by operation of law and without a default notice, liable to pay us interest at the rate of the reference interest rate increased by eight percentage points as referred to in Article 5, paragraph 2 of the Act of 2 August 2002 on combating late payment in commercial transactions. This interest is calculated on the amount still to be paid.
If we were obliged to pay amounts to the customer, the same provisions regarding compensation and interest apply in favour of the customer and against us.
In the event of non-payment, the seller reserves the right to suspend further deliveries, performances, and services.
Any conditions/terms that deviate from the general terms and conditions will always be explicitly stated in our quotes, invoices, or in a separate document to the buyer/orderer.
In the event of a substantial breach of the payment term, the contractor reserves the right to unilaterally terminate the agreement without prejudice to the right to additional compensation. In the case of a substantial breach of the delivery/ execution term attributable to the contractor, the customer reserves the right to unilaterally terminate the agreement without prejudice to the right to additional compensation.
The protest against the invoice must be made in writing within 30 days of the invoice date. You are requested to always mention the date and the number of the invoice. Invoices that are not protested in writing and with justification within 30 days of receipt will be considered accepted, both in terms of the details of the invoices and the specifications of the services provided. This applies to consumers.
With regard to businesses, the protest against the invoice must be made in writing within eight days of the invoice date. The buyer is requested to always mention the date and number of the invoice. Invoices that are not protested in writing and with justification within 8 days of receipt will be considered accepted, both in terms of the details of the invoices and the specifications of the delivered goods.
[1] https://financien.belgium.be/nl/over_de_fod/structuur_en_diensten/algemene_administraties/thesaurie/rentevoet_betalingsachterstand_handelstransacties
Art. 4: Guarantees – security provisions
NV Van Maele Benelux reserves the right to demand guarantees from the buyer/orderer at any time, even during the execution of the order. In the event of refusal by the buyer/orderer, NV Van Maele Benelux reserves the right to unilaterally cancel the order in whole or in part, without the buyer/orderer being entitled to any compensation from NV Van Maele Benelux, and without prejudice to NV Van Maele Benelux's right to claim damages from the buyer/orderer. In the case of financing, an order will only be final upon receipt of written approval from the bank or credit institution and upon the signing of one or more payment promises by the buyer. If financing is refused, NV Van Maele Benelux also has the right to unilaterally cancel the order in its entirety, without the buyer/orderer being entitled to any compensation from NV Van Maele Benelux, and without prejudice to NV Van Maele Benelux's right to claim damages from the buyer/orderer. The above applies to businesses.
Art. 5: Delivery Deadlines
The seller makes all reasonable efforts to deliver the goods within the timeframe specified in the agreement. If the seller anticipates a delay in the delivery of the goods, the buyer will be informed without delay. The seller will then, in consultation with the buyer, reach an agreement regarding the appropriate measures. The stipulated execution or delivery period will be suspended or extended due to frost, bad weather, supply issues, and any event that occurs outside the control of either party, which is unforeseeable and not caused by negligence, intentional wrongdoing, or a breach of legislation.
Art. 6: Complaints
Upon delivery of the goods, the customer must check the delivered quantities and inspect the goods, and the delivery note must be signed for receipt. Only complaints that are mentioned on the delivery note will be accepted. Acceptance of the delivery subject to reservation, without any formulation of complaint on the delivery note, will not be accepted. The use of the delivered goods by the customer will always be regarded as acceptance thereof and will therefore not give rise to any complaints regarding defects that are classified as visible. Complaints regarding visible defects in goods or works must always be made by registered letter within 5 days after the delivery of the goods or works, or the invoice date, and must also be substantiated. Complaints formulated by the buyer that are not accepted by NV Van Maele Benelux must be proven by the buyer. The above applies to businesses.
With regard to consumers, complaints concerning conformity or visible defects related to the work carried out and the materials supplied must be made in writing within eight days after the completion of the work or the delivery of the materials.
Art. 7: Ownership Clause
As long as the delivered materials have not been paid for, they remain the property of the seller. The transfer of ownership of the goods supplied by the seller only occurs upon full and complete payment for these goods.
The buyer is prohibited from pledging the delivered and/or yet to be delivered goods, selling them to third parties, or transferring them in any way, as long as he has not fulfilled all his obligations towards the seller; upon first request, the goods must be returned. The seller reserves the right to assert the unpaid seller's lien on the goods sold by the buyer in relation to third parties, by fulfilling the formalities set forth by the legislator. The transfer of risk occurs at the moment of delivery of the materials.
Art. 8: Guarantee – liability
The goods supplied or works carried out by NV Van Maele Benelux are guaranteed against all defects that occur under normal application and usage purposes. If any item of the delivered goods is found to be defective within 6 months, or 12 months in the case of machines (the period being calculated from the date of dispatch or delivery), or if the buyer proves that the item was defective at the time of delivery, then that item will be replaced or repaired by NV Van Maele Benelux. The warranty is always limited to the replacement of the goods or parts. Labour hours and/or any travel costs remain the responsibility of the customer. In the event of a return, the defective goods must be sent at the buyer's expense to the headquarters of NV Van Maele Benelux, unless expressly agreed otherwise. The warranty only covers the defective goods or parts, so NV Van Maele Benelux cannot be held liable in any way for direct or indirect damage that the customer may suffer, such as production delays. Changes to the works carried out and/or the materials used by the customer or by third parties, accidents, or improper use of the delivered goods/equipment do not give rise to the aforementioned warranty. Complaints regarding damage to goods caused by weather conditions, as well as by fire, water, extreme heat, overloading, or other unforeseen reasons, will not be accepted under any circumstances. NV Van Maele Benelux can never be held liable for damage to immovable property in general, buildings and/or their contents, nor for damage to goods or persons. The warranty/responsibility of NV Van Maele Benelux is in all cases expressly limited to the price of the goods supplied/works carried out by NV Van Maele Benelux. The above applies to businesses.
As for consumers, the warranty on goods is two years. The consumer has the choice between repair or replacement of the goods.
Art. 9: Transport
Deliveries within Belgium are made free of charge for all orders from an amount of 300.00 EURO excluding VAT and other taxes. For orders with a lower value or for deliveries outside the national borders, the transport costs will be charged to the customer at the rate applicable at that time by NV Van Maele Benelux. Deliveries depart from the warehouses of NV Van Maele Benelux, packaged, and are deemed to be accepted by the buyer upon departure.
As far as businesses are concerned, the goods are therefore always freighted, transported, and delivered at the buyer's risk.
As far as consumers are concerned, the transfer of ownership of the goods delivered by the seller occurs only upon the actual delivery of these goods. Until then, the risk lies with the seller.
Art. 10: Acceptance – Repossession
The full or partial use of the delivered goods always results in the acceptance of the whole. Sold goods are not taken back, unless otherwise agreed in writing and provided that the goods are in their original unopened packaging. In the case of a return, a return fee of 10% of the net sale price, with a minimum of 10.00 EURO, will be charged. Packaging and pallets are never taken back by NV Van Maele Benelux. The above applies to businesses.
With regard to consumers, complaints concerning conformity or visible defects relating to the delivered goods and materials must be made by registered mail, within eight days after the completion of the work or the delivery of the materials. The use of the goods by consumers may result in acceptance of the visible defects. For all other/non-visible defects, the statutory warranty applies.
Art. 11: Termination of the agreement
In the event of cancellation of the order, refusal of the ordered goods, or cessation of work by the buyer, a minimum flat-rate compensation amounting to 10% of the total order value shall be payable by the buyer/orderer, with a minimum of €50, and this is expressly without prejudice to the seller's right to claim a higher compensation. In case of non-compliance with the payment or other conditions, NV Van Maele Benelux reserves the right to unilaterally suspend or cancel the order in its entirety, without the buyer/orderer being able to claim any compensation from NV Van Maele Benelux, and without prejudice to NV Van Maele Benelux's right to compensation from the buyer. The above applies to businesses. For the provisions applicable to consumers, we refer to Article 2.
The agreement may be terminated by either party without any compensation in the event of impossibility of performance due to force majeure, strike, lock-out, strike by the other party, etc.
Both parties reserve the right to consider the agreement terminated by operation of law and without prior notice of default in the event of bankruptcy or apparent insolvency of the other party. In the event of bankruptcy or apparent insolvency, the other party reserves the right to reclaim the goods/the advance payment.
Art. 12: Disputes
In the event of a dispute, only the departments of the courts or the peace court of the location where the seller has their place of business, registered office, or residence shall have jurisdiction. The above applies to companies.
With regard to consumers, in the event of a dispute, only the courts of the customer's place of residence or the court of the location where the agreement is executed shall have jurisdiction.