Definitions Amadys Telecom NV, hereinafter COMPANY. Smederijstraat 32 - Unit 12|13, B-2960 Sint-Job-in-'t Goor VAT BE 0471,500,469 T+32 3 6330298 - firstname.lastname@example.org - www.amadys.com The buyer of the goods and/or services is further referred to as 'the counterparty'.
These General Terms and Conditions shall apply to any invitation to tender, offer, agreement and contract concluded between COMPANY (and its subsidiaries, if any) and the other party for the supply of services and/or goods. These General Terms and Conditions shall also apply to contracts with COMPANY for the performance of which third parties must be involved.
The parties may only deviate from these general terms and conditions if this has been expressly agreed in writing between the two parties. Verbal agreements are not binding on either party unless they have been confirmed in writing by both parties. Parties expressly exclude the applicability of additional and/or deviating general terms and conditions of the client or third parties.
Amendment of the general terms and conditions COMPANY is entitled to change or supplement these general terms and conditions at any time.
Quotations All quotations issued by COMPANY in any way are without obligation, unless expressly stated to the contrary. For a period of five working days, unless otherwise stated in the offer, the Customer may accept the offer subject to the terms and conditions laid down. After this period COMPANY shall no longer be bound to provide the services/goods in accordance with the conditions set. COMPANY shall be entitled to withdraw an offer within five (5) working days of receiving acceptance of the offer. COMPANY shall be entitled at any time to modify its services and to change goods, specifications and instructions for use in order to improve them or comply with applicable standards and government regulations. Illustrations, catalogues, printed information, colours, drawings, dimensions, statements of weight and dimensions, etc. provided by COMPANY are only intended to give a general idea of the goods to which they relate; they are merely an approximation and are not binding.
Conclusion and duration of the agreement
The contract shall be concluded by the timely acceptance by the Counterparty of COMPANY's offer or by the submission by the Counterparty to COMPANY of a valid order form. The contract is concluded between the parties for an indefinite period of time.
Prices The services and goods will be invoiced in the agreed manner. If COMPANY has agreed to provide the services on the basis of a fixed price, COMPANY shall be entitled to charge for additional work if it has performed more than the agreed services. If COMPANY makes an offer concerning hours to be spent on the services to be performed, that offer shall only be deemed to be an estimate. COMPANY may charge for additional hours. The prices for goods delivered are based on delivery ex works. (ex works Incoterms 2000), unless otherwise agreed in writing. The prices quoted by COMPANY are always exclusive of VAT. For orders below € 250.00 (ex VAT), € 20.00 will be charged for administrative processing. .
Amendments to the Agreement If, after the conclusion of the contract for its performance, the parties deem it necessary to amend or supplement its content, the parties shall, in good time and by mutual agreement, adapt the contract accordingly. If, after the date on which the agreement is entered into, circumstances arise which give rise to a change in the prices of the service and/or the goods, including but not limited to a change in the prices of raw materials, an increase in wages, a change to statutory bodies of charges, levies and taxes and/or duties relating to the goods and/or services to be supplied, COMPANY shall be entitled to adjust the prices. The prices stated shall apply exclusively to the quantities stated and do not include packaging.
Delivery Deadlines for the provision of services or delivery of goods are not fatal. The stated period for (delivery) of services to be rendered, shipment of the goods and/or delivery of installation services should only be regarded as an estimate. Unless agreed otherwise in writing, goods are delivered under the incoterm EX WORKS. The goods can, against payment, be transported to a destination indicated by the other party on the instruction and at the risk of the other party (delivery CPT, Incoterms 2000). The risk of loss or damage passes from COMPANY to the contracting partner at the moment the carrier receives the goods from the buyer. If the goods sold are also to be installed by or on behalf of COMPANY, the risk of the installed goods as yet uninstalled shall pass from contracting partner to contracting partner on arrival at the branch or building site of the contracting partner, unless it has been agreed that the risk will pass earlier. .
Late deliveries If the services and/or goods are not delivered on time, COMPANY must be formally declared to be in default in writing within a period of 5 working days and awarded a reasonable additional period (in proportion to the original delivery period) to fulfil its obligation. If the deadline for postponement is exceeded, the Counterparty shall be entitled to rescind the contract insofar as no services have yet been provided or goods have been delivered. COMPANY shall not be liable for any damage resulting from late delivery of goods or performance of services. COMPANY shall be entitled to deliver the goods sold in part delivery. If the goods are delivered in partial deliveries, COMPANY shall be entitled to invoice the Counterparty separately for the partial deliveries and the Counterparty shall be obliged to pay the invoices as if they were separate agreements. COMPANY shall be entitled to deliver 10% more or less than the quantity ordered or, in the case of products manufactured to specification, 20% more or less and invoice in accordance with that quantity. The colour of the goods may vary to a reasonable extent. The opposite party shall be obliged to purchase the goods and, if it has been agreed that COMPANY shall also carry out work, to give COMPANY every opportunity to do so and to cooperate. Unless otherwise agreed in writing, the Contracting Party shall be obliged to take delivery of the goods from COMPANY as soon as possible or to have them taken delivery of if COMPANY notifies the Contracting Party that the goods are ready to be taken delivery of. If the Counterparty does not take delivery of the goods immediately or is negligent in providing the necessary information or instructions for delivery, irrespective of the reason, the goods shall be stored at the Counterparty's risk. In this case COMPANY shall be obliged to compensate COMPANY for all additional delivery, storage and insurance costs and other costs incurred as well as any damage suffered as a result of such negligence or refusal.
Packaging on loan All returnable packaging, crates, pallets, reels and other containers and packaging for the goods remain the property of COMPANY and must be returned at the expense of the other party. Unless otherwise agreed in writing, COMPANY shall charge the Other Party the price of the packaging applicable at the time of delivery if it is not returned to COMPANY within three months of dispatch to the Other Party.
Reels with a rental arrangement The following regulation applies if goods are supplied with reels with a hire price, for example the metal reels in the case of a delivery of plastic pipes. The fixed monthly rental price for the packaging is stated on the order confirmation and is always calculated per full month, also for the month already started in which the reel is reported empty. reels must be reported empty to COMPANY stating the reel number, the reel type, the name of the reel manufacturer, the contact person and telephone number of the other party and the location where the reels are located. Before the reels are collected, any tube residue must be removed from the reels. COMPANY will ensure that the reels are collected within a reasonable period of time after notification. The other party is responsible for loading the empty reels. If damage to the reel is found, the repair costs will be charged to the other party. The cost of repair depends on the damage and the type of reel. If the reel is irreparably damaged or is not reported back within 27 months after delivery, the full value will be invoiced to the counterparty.
Claims for goods and services Upon receipt of the goods and/or services by COMPANY, COMPANY shall immediately upon delivery check the goods and services for defects and imperfections and ensure that the goods supplied are suitable for the purpose for which they are to be used and that the result of the services corresponds to the purpose stated in the relevant contract. In the event that Counterparty installs the goods in any way before the aforementioned checks have been carried out, this shall be done for Counterparty at its own risk. Visible defects must be notified to COMPANY in writing within two (2) working days from the date of receipt of the goods at the Counterparty's establishment or building site or the date of delivery of services. Defects which are invisible upon receipt, including defects which are demonstrable or reasonably plausible by means of the aforementioned checks before the goods are installed, must be notified to COMPANY within two (2) working days of their discovery or within two (2) working days after the Counterparty could reasonably have discovered them. To the extent that COMPANY has produced drawings or calculations for the Counterparty, the Counterparty must carefully check such drawings or calculations for inaccuracies. After approval of such drawings and/or calculations by the other party COMPANY shall not be liable for any loss resulting from any inaccuracies in the drawings or calculations. If the counterparty does not reject the drawing or calculation within seven (7) days of receipt, it shall be deemed to have approved it. If a complaint is justified, COMPANY shall only be required to perform the defective services again or to repair or replace the defective goods. If COMPANY then considers that it cannot be required to perform such services again or to replace or repair the goods, or if it is impossible to perform the services again or to replace or repair the goods, COMPANY shall credit the counterparty with the price received for the services or goods in question. COMPANY shall never be obliged to repair or replace if damage is the result of normal wear and tear or of circumstances attributable to the Counterparty. Even if the Counterparty complains in good time, it shall still be obliged to pay and receive all orders placed. The Contract Party shall not be permitted to suspend one or more of its obligations towards COMPANY. The return of products to COMPANY shall require its prior written approval and instructions. The right to complain for any reason whatsoever shall lapse at the first of the following points in time: in the event of late notification of the defect or damage, or one year after delivery, unless another period has been agreed.
Complaint of invoices The counterparty must check the invoices received from COMPANY upon receipt. If the contracting party disagrees with the elements stated on the invoice, the contracting party must complain to COMPANY in writing within 10 working days of receipt of the invoice. In the absence of such a complaint, the Contract Party may no longer rely on the fact that the invoice is incorrect.
Retention of title The ownership of all goods delivered or to be delivered to the Counterparty shall remain with COMPANY until COMPANY has received full payment of the purchase price for the goods, of the compensation for work carried out for any contract of sale with the Counterparty and of other costs or damage resulting from the breach of such a contract of sale by the Counterparty. As long as the ownership of the goods rests with COMPANY, the Counterparty must store the goods of COMPANY separately from other goods and in such a way that it is clear at all times that the ownership of the goods rests with COMPANY. All costs incurred by COMPANY in taking back the goods shall be borne by the Counterparty. As long as COMPANY retains ownership of the goods, the Counterparty in possession of the goods shall be entitled to act on the goods and actually deliver them in the normal course of business. However, at COMPANY's first request, the counterparty must establish an undisclosed pledge on behalf of COMPANY on the proceeds to be received from the sale of such goods. Counterparty shall insure goods owned by COMPANY against all generally insured risks. The counterparty shall list COMPANY as the insured or co-insured. If ownership is no longer vested in COMPANY, whether as a result of the formation of an object or otherwise, the Counterparty shall establish an undisclosed pledge in advance on behalf of COMPANY.
Intellectual property rights The intellectual property rights and copyrights of all budgets, software, drawings, specifications and other information (in the broadest sense of the word) supplied by or on behalf of COMPANY remain with COMPANY. The other party is not permitted to reproduce such budgets, software, drawings, specifications and other information and knowledge of COMPANY. The Counterparty shall treat the knowledge and information received from COMPANY as strictly confidential and shall not disclose such information and knowledge to third parties or use it for purposes other than those expressly stated in or arising from the relevant agreement without COMPANY's written consent. The other party is not permitted to reproduce or use drawings, software, prototypes, moulds, tools, etc. that have been made, whether or not in cooperation with the other party or at its expense, nor to reproduce or use the goods made with them in any way other than that expressly stated in the relevant agreement, unless COMPANY has given its prior written consent. Moulds, tools, etc. remain the property of COMPANY, even if the other party has given an order for their manufacture or the costs are at its expense. If the performance of the contract gives or may give rise to intellectual property rights, such rights shall remain with COMPANY and shall be transferred to COMPANY to the extent necessary. Under no circumstances shall the Counterparty attempt to assert or otherwise acquire such rights. The Counterparty shall indemnify COMPANY in respect of all claims by third parties arising from infringement of an intellectual property right relating to the manufacture, supply or use of a good or commissioned work in accordance with the Counterparty's specifications. The aforementioned indemnity shall also apply if COMPANY has to make changes to an existing good or work at the instruction of the Counterparty. Information provided (including knowledge) in connection with the services provided and goods supplied and their maintenance are and remain the property of COMPANY, except if they serve as instructions for use or for advertising purposes or become part of the public domain by operation of law; they may not be used, reproduced, transferred or published without COMPANY's prior written consent. In particular, the Counterparty must observe confidentiality regarding information (including knowledge) disclosed by COMPANY during or in connection with the Agreement and may not disclose, disclose or use such information for the provision of services to third parties unless COMPANY has given its express written consent.
Liability COMPANY's liability for an attributable shortcoming in respect of one or more of its obligations or wrongful act is limited to the obligations referred to in article 'Complaint'. COMPANY shall not be liable for consequential damage including but not limited to damage due to late delivery, damage to other goods of the contracting party or a third party, damage due to the incorrect or unauthorised use of the services or goods by the contracting party, loss of turnover, loss of profit or damage due to the ineffectiveness of the equipment, nor for damage due to incorrect and/or incomplete information provided by the contracting party. The limitations of liability contained in these General Terms and Conditions of Service and Sales do not apply if damage is caused intentionally or is the result of gross negligence on the part of COMPANY or its directors. If COMPANY's activities (also) include supervision, the provisions of these General Terms and Conditions of Sale shall apply unless otherwise agreed in writing. COMPANY accepts no liability for loss or damage resulting from an attributable shortcoming in the supervision or negligence or omission of the supervisor. Any claim for compensation for failure to perform the services or for repair or replacement of the goods and/or supply of missing parts, irrespective of the basis thereof, as well as any right to rescind the contract shall lapse at the first of the following points in time: in the event of late notification of the defect or damage or one (1) year after the delivery or provision of services, unless another period has been agreed. Unless otherwise agreed in writing, and the agreement in question also relates to the installation of goods or the performance of work, the other party must take out Construction All Risk insurance at his expense for the duration of the (installation) work carried out and, insofar as a maintenance period has been agreed, for the duration of the maintenance period. The policy must state that the insurer cannot exercise any recourse against COMPANY. The counterparty must indemnify COMPANY against claims from third parties if and insofar as these are the result of or relate to orders, dates, goods or instructions originating from the counterparty.
Payment All invoices are payable on the due date, i.e. within 30 days of the invoice date, unless the parties agree otherwise in writing (in accordance with EEC Directive 2000/35/EC). COMPANY may request payment prior to delivery. Payment must be made in the agreed currency and to the bank account number indicated on the invoice. The date of payment is the date on which the amount due is credited to COMPANY's bank account, unless expressly agreed in writing between the parties. The Counterparty shall not be permitted to withhold or offset payment on account of (alleged) counterclaims by the Counterparty. If the period designated for payment is exceeded, the relevant party shall be in default without a payment reminder. If due dates are exceeded COMPANY may charge interest on the outstanding amount at the rate of 12% per annum and shall be increased by a lump-sum fee equal to 10% of the amount due, with a minimum of EUR 75, possibly increased by additional collection costs. Non-payment on the due date of one invoice shall automatically make the balance due of all other invoices, even those that have not yet matured, immediately payable. In the event of non-payment of an invoice, COMPANY shall also reserve the right to stop further deliveries and consider the contract to be dissolved ipso jure and without prior notice of default for the whole or the part not yet performed. In the event of an initial order, a prepayment may be required. A pro forma invoice will be drawn up for this. Once this has been paid, the products will be shipped. By 'agreed currency' is meant Euro.
Force majeure COMPANY shall not be liable for any loss or damage suffered by the other party as a result of an incident not attributable to COMPANY on the grounds of COMPANY's fault, the law, an agreement or the generally accepted opinion ('force majeure'). If the period during which COMPANY is unable to perform its obligations lasts or will last longer than two months, either party shall be entitled to terminate the agreement out of court without any obligation to pay compensation to the other party. If COMPANY has performed part of the work when a situation of force majeure arises or can perform only part of its obligations, it shall be entitled to invoice the other party separately for partial performance and the other party shall be obliged to pay such an invoice as if it were a separate contract. Force majeure as referred to in this article includes: strikes, export restrictions or prohibitions, lack of raw materials, delays in delivery by suppliers, wars, civil wars, uprisings, fires, floods, labour disputes, epidemics, government measures and/or similar measures, freight embargoes, non-availability of the required permits, licences and/or consents, non-performance or force majeure of suppliers or subcontractors, transport problems or other causes beyond COMPANY's reasonable control. Such circumstances constitute force majeure for both COMPANY and its suppliers.
Failure to fulfil obligations COMPANY shall be entitled to suspend (further) performance of the contract or to dissolve the contract, without prejudice to its right to claim separate or additional damages if goods of the Counterparty are seized or the Counterparty is granted suspension of payments or declared bankrupt, and if the Counterparty fails to perform one or more of its obligations to COMPANY or COMPANY fears that the Counterparty is or will be unable to perform its obligations under the contract and the Counterparty fails to provide adequate security for the performance of its obligations within the period indicated by COMPANY. If any of the events referred to in this Article occur, all of COMPANY's claims against the Counterparty for whatever reason shall become immediately due and payable.
Personal data and data protection (GDPR) The data entered by the Customer when placing orders are governed by COMPANY's general privacy provisions. These can be consulted on the website www.amadys.com. The customer is responsible for the correct transmission of his/her data, as well as any changes to this data. COMPANY may not be held liable for the use of data modified by the Customer but not transmitted to COMPANY.
Other provisions Unless otherwise agreed, each agreement is entered into for a specific and specified assignment. Each delivery and each service shall be regarded as a separate transaction and any non-performance in respect of a delivery or service shall not prejudice the relevant agreement in respect of the remaining deliveries or services. Neither any non-fulfilment or delay in the delivery of the single instalment nor any defect in its content shall entitle the other party to regard the relevant agreement as dissolved in respect of the remaining instalments. COMPANY may terminate the contract or part thereof prematurely on the basis of compelling reasons to be determined exclusively by COMPANY. The Counterparty shall be obliged to do so in such a case: (i) to pay for the work actually performed in the case of periodic payment; (ii) to pay for a proportional part of the agreed remuneration, taking into account the period of the contract that has already expired and the work performed in the case of a fixed contractual sum. COMPANY shall not be obliged to compensate any damage that the contracting party might suffer as a result. For the purposes of these Terms and Conditions, "working days" means working days at COMPANY.
Jurisdiction and Applicable Law All legal relationships to which COMPANY is a party are governed exclusively by Belgian law. The Commercial Courts of Antwerp shall have exclusive jurisdiction to hear any disputes arising therefrom. COMPANY reserves the right to summon the Customer to appear before another competent court. .
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