1 – DEFINITIONS
a – ‘Buyer’ means the person or company placing an order with the Seller.
b – ‘Seller’ means Almax easyLab.
c – ‘Goods’ means all goods and materials which are the subject of the Buyer’s order or which are supplied to the Buyer by the Seller under these Conditions of Sale.
d – ‘Contract’ means the contract formed by the Seller’s acceptance of the Buyer’s order.
2 – FORMATION OF CONTRACT
a – There shall be no binding agreement between the Seller and the Buyer until the Seller receives a valid order number from the Buyer, either verbally or in writing. All verbal orders must be confirmed in writing, accompanied by a Purchase Order number for reference, within seven days from the day of the verbal order.
b – All orders are accepted subject to the Seller’s Conditions of Sale. No terms or conditions put forward by the Buyer shall be binding on the Seller unless agreed in writing by one of the Directors of Almax easyLab.
c – The buyer agrees that these Conditions of Sale constitute the entire understanding between the parties hereto and there are no representations, conditions and terms or obligations whether written or oral, express or implied by custom or otherwise other than those contained herein.
3 – PRICES
Unless otherwise expressly agreed to the contrary, the goods shall be sold at the Seller’s prices in effect at the time of ordering of the Goods.
4 – PAYMENTS
a – Unless otherwise expressly agreed in writing by the Seller, payment shall be made in euro (Euro, EUR) on the dates specified in the payment schedule. The standard payment schedule of Almax easyLab BV is defined as: strictly 30 days net from invoicing date. However, these terms may vary from territory to territory as agreed on more specific contractual agreements, which must be agreed in writing by one of the Directors of Almax easyLab BV.
b – Payment should be made by wire transfer (net of all charges) to:
IBAN: BE30 4743 3630 6111
c – Without prejudice to the Seller’s other rights, including the right in any event to sue for the price immediately payments become due, whether or not property in the Goods has passed. Any amount unpaid on the due date shall, automatically and without prior notice, attract intrest (interest) at a rate of 2% above that applied on the invoice date by the Belgian National Bank for current account advances against government securities.
d – In case of non-payment of the invoice thirty days after the due date, the buyer will owe the seller as indemnification, an amount of 15% of the original amount of the invoice, applicable rate from euro 1 up to euro 12.500, then an additional 10% of the original amount of the invoice, applicable rate from euro 12.501 up to euro 25.000, and finally and additional 7.5% of the original amount of the invoice, applicable rate from euro 25.001 and above, without exceeding a total indemnification of euro 12.500. Should an invoice remain unpaid on the due date, all invoices shall immediately become due for payment, regardless of their original due date. Should the buyer fail to honour his engagements, the seller may consider the contract cancelled and a letter sent by recorded delivery by the seller to the buyer shall be evidence of the seller’s exercise of his right. Such action shall not in any way limit or prejudice the seller’s other rights.
e – The Buyer shall not be entitled to withhold payment of any amount due under the Contract in respect of any disputed claim for damage to the goods or in respect of any other alleged breach of contract by the Seller, nor shall the Buyer be entitled to set-off any monies for which the Seller disputes liability against any amount due or payable by the Buyer under the contract.
f – The Seller shall be entitled to cancel the Contract if the Buyer shall suffer any distress or execution to be levied on its goods or if it makes any arrangement with its creditor or enters into liquidation, whether compulsory or voluntary except for the purpose of amalgamation or reconstruction or has a receiver appointed of any of its property or assets, or if the Buyer being an individual shall commit an act of bankruptcy or having a receiving order made against him. If any payment is not paid when due, the Seller shall be entitled to suspend any further deliveries under this, or any other contract with the Buyer and to cancel his contract in whole or in part without prejudice to its other rights and without incurring any liability towards the Buyer.
5 – DELIVERY
a – Whilst the Seller will use its best endeavors to avoid delay, the Seller shall not be liable to the Buyer for any loss or damage whether direct, indirect or consequential, if it is delayed or prevented from delivering the goods or otherwise performing its contractual obligations due to ‘force majeure’, Act of God, natural disasters, fire, flood, explosion or earthquake, serious accidents, prohibition or limitation of exports or imports, any Act of Government, war, insurrections, terrorism, riots, strikes, or labor disturbances (whether at the Seller’s works or elsewhere), shortages of materials or any other cause or event whatsoever beyond the reasonable control of the Seller.
b – In the event of the occurrence of any of the causes or events mentioned in Clause 5.a above, the seller may at its option either suspend performance or cancel the Contract or so much of it as remains unperformed without liability for any loss and without prejudice to the Seller’s rights to receive payment of the price of all goods previously delivered, or work already done.
c – The Seller may make delivery by installments unless otherwise agreed. Failure by the Buyer to accept or pay for any installments may be treated by the Seller as a repudiation of the Contract.
d – Unless otherwise stated in the Seller’s Quotation or Acceptance of Order, the Seller shall arrange delivery of the goods to the Buyers premises or any other delivery point indicated in the contract and shall insure the goods to the point of delivery. The costs of delivery and insurance shall be for the account of the Buyer and shall be set out as a separate item on the Seller’s Invoice.
e – If Goods are delivered in accordance with Clause 5.d above, the Buyer will be responsible for, and at his own expense provide all the necessary labor to off load the Goods on arrival at the delivery address.
f – No claim for short delivery or damage to the Goods may be made unless notified to the Seller by registered letter within five working days of the receipt of the Goods by the Buyer.
g – Claims for non-delivery must be made within 28 days of the advised dispatch date of the Goods.
6 – RISKS
a – If the Seller arranges delivery pursuant to Clause 5.d, the Goods shall be at the Buyers risk immediately on delivery to the Buyer’s premises or any other delivery point indicated on the Contract.
b – If the Buyer arranges the carriage of Goods from the Seller’s premises the Goods shall be at the Buyer’s risk immediately on delivery to the carrier and the Buyer must insure the Goods accordingly.
7 – RESERVATION OF TITLE
a – Unless otherwise noted in writing to the Buyer, until all other payments (due under the Contract shall have been paid in full, together with any interest and all other sums due from the Buyer) the Goods shall remain the property of the Seller and the Buyer shall store the Goods in such a way that they can be identified as the property of the Seller and shall not dispose of them without the Seller’s consent in writing.
b – If the Buyer shall sell or otherwise dispose of, or make any Insurance claim in respect of the Goods before all payments due under the Contract, any interest and all other sums (due from the Buyer) have been paid in full, the Buyer shall not give any warranties or incur any liability on behalf of the Seller and proceeds of any such sale or other disposition (or claim thereto) or any such insurance proceeds (or claim thereto) shall belong to the Seller and he held by the Buyer as trust funds to the extent of all sums due from the Buyer to the Seller.
c – Failure on the part of the Buyer to promptly pay any interest due under the Contract shall give the Seller the right (without prejudice to other remedies) to repossess the Goods with or without prior notice and to enter any premises in which the Goods may be, for the purpose of repossession.
d – Nothing in this Clause 7 gives the Buyer the right to return the Goods in whole or in part, immediately payment becomes due under contract. The Seller shall have the right to sue the Buyer for such payment together with interest and all other sums due from the Buyer, notwithstanding any other provisions of this Clause 7.
8 – INSURANCE
From the time at which risk passes under the provisions of Clause 6 hereof, the Buyer shall keep the Goods comprehensively insured to their full replacement against all risks including, but not limited to, damage in shipment naming Seller as an additional insured until final payment is made.
9 – WARRANTIES
Refer to the following page: ALMAX EASYLAB WARRANTY TERMS.
10 – PATENTS & COPYRIGHTS
a – The Buyer warrants that any design or instruction furnished or given by him shall not be such as they will cause the Seller to infringe any letters, patent, copyright, registered design or trademark in the execution of the Contract, and the Buyer will indemnify the Seller against all damages, penalties costs and expenses to which the Seller may become liable as a result of work done in accordance with the Buyer’s specification which involves the infringement of any letter, patent, copyright or registered trademark.
b – All plans, documents, drawings and specifications published and supplied by the Seller are protected by copyright and may not be disclosed to third parties other than the ultimate user or be reproduced without the Seller’s consent in writing.
11 – TAXES
The Buyer shall promptly pay when due all taxes, duties and other charges upon the export, import, sale, purchase, ownership, possession or use of the Goods. The Buyer agrees to indemnify the Seller against all such taxes, duties or other charges imposed on the Seller. The Seller reserves the right to add the amount of any such taxes, duties or other charges paid by the Seller to the total purchase price to be paid by the Buyer.
12 – SELLER’S REMEDIES
No relaxation, forbearance or delay by the Seller in enforcing any of the terms and conditions herein shall prejudice, affect or restrict the rights of the Seller hereunder, nor shall any waiver by the Seller of any breach operate as a waiver of any subsequent breach or continuing breach thereof.
13 – AMENDMENTS OR VARIATIONS
No amendment to or variation of these conditions of sale (or any part thereof) shall be valid against the Seller unless it is in writing and signed by one of the Directors of Almax easyLab.
14 – HEADINGS
Headings to the clauses in these conditions of sale are inserted for convenience of reference only and shall not affect the construction thereof.
15 – SEVERABILITY
If any provision in these conditions of sale (or part thereof) shall be found to be invalid, ineffective or unenforceable, the invalidity, ineffectiveness or unenforceability of such provision (or part thereof) shall not affect any other provision (or the remainder of the provision of which such invalid, ineffective or unenforceable parts forms part). Accordingly all provisions (or parts thereof) not affected by such invalidity, ineffectiveness or unenforceability shall remain in full force and effect.
16 – GOVERNING LAWS & JURISDICTION
The conditions of this contract shall not be modified in any way by the drawing or acceptance of a bill of exchange or by any other arrangement, nor shall any such act constitute a novation. In case of non-payment of a bill of exchange, the whole amount will be requirable again. All costs correspondence and collection, also those of non-accepted bills of exchange, are in charge of the buyer. Disputes arising out of this contract shall be referred to the commercial Court of Torhout or of Diksmuide, the Commercial Court of Oostende or Veurne or the Court of First instance of Brugge or Veurne, or, at the seller’s discretion, to the Courts having jurisdiction at the buyer’s domicile.