GENERAL TERMS AND CONDITIONS OF SALE – NV CASTELLINS
Article 1 – General – Scope • In these General Terms and Conditions: -“Customer”: shall be the person (and his legal successors) who conclude an Agreement with CASTELLINS with regard to the activities of CASTELLINS.
“CASTELLINS”: NV CASTELLINS, established in 8560 Wevelgem, Drieslaan 4 (CBE n° 0416.412.684).
“Agreement”: any legal relationship between the Customer and CASTELLINS with regard to the activities of CASTELLINS.
“General Terms and Conditions”: these general terms and conditions of sale of CASTELLINS.
The General Terms and Conditions apply to, and form part of, all Agreements between CASTELLINS and the Customer, unless otherwise agreed in writing. Deviations are only valid if agreed in writing. Any order placed by the Customer with CASTELLINS presupposes the prior acknowledgement and acceptance of the General Terms and Conditions and expressly excludes the Customer’s own terms and conditions.
Article 2 – Price – Payment • Unless otherwise indicated, all prices quoted by CASTELLINS are in Euro, excluding VAT. All invoices by CASTELLINS are, unless otherwise specified on the invoice or otherwise agreed in writing, payable in 30 days after the invoice date at the registered office of CASTELLINS, net and without discount. Failure to pay by the due date shall, ipso jure and without prior notice, incur a monthly delay interest of 1% on the invoice amount for each month, or part thereof, that payment is late. In that case, the invoice amount is raised by 10% by way of liquidated damages ipso jure and without prior notice, with a minimum of EUR 125, without prejudice to CASTELLINS’s right to claim higher damages. Another method of payment or the drawing of (a) bill(s) of exchange does not prejudice this clause. As a consequence of late or even partial non-payment of one invoice, any outstanding invoices (even those that are not due) become immediately due and payable under these General Terms and Conditions. CASTELLINS retains the right to suspend any further work until such time as full payment has been made. CASTELLINS is entitled to claim the payment of a retainer from the Customer before performing in any way. Prices and/or modalities provided by CASTELLINS further to a request for a quote from the Customer are not binding upon CASTELLINS. Data, conditions and prices listed in catalogues, advertisements, price lists and similar documents are purely indicative and informative and at all times subject to change by CASTELLINS.
Article 3 – Delivery • Delivery/execution times and/or dates specified by CASTELLINS are not binding upon CASTELLINS and are merely indicative, unless expressly agreed otherwise in writing. A delay in the delivery/execution caused by CASTELLINS cannot give rise to compensation or termination of the Agreement against CASTELLINS. In the event that an antici- pated delivery/execution date is exceeded by more than three months, the Customer may cancel the order no earlier than 14 days after a formal notice to CASTELLINS, provided that the delivery/execution has not taken place during this latter period of grace. In that case, the Customer can claim repayment of the advance payment made, to the exclusion of any right to compensation or interest. Unless expressly agreed otherwise, every delivery shall be EX WORKS at the location where CASTELLINS makes the goods concerned available to the Customer. The delivery conditions are according to the international standard INCOTERM 2020. Special packaging is never included in the price. The related costs, as well as any assembly costs, shall be charged separately. The goods, even if sent freight free, shall always be transported at the Customer’s risk. CASTELLINS assumes no responsibility or compensation for accidents during transport, or for delays in the shipment. The normally recognised moisture content of natural fibres (flax, long-fibre and short-fibre, scutched, hackled, re-scutched, carded, combed, cut, aged and/or further processed) is 12%. For each delivery, a surcharge or discount is provided in case the delivered goods exceed the 12% norm by 2% upwards or downwards. The surcharge or discount on the price is proportional to the overrun percentage up or down relative to the 12% norm.
Article 4 – Cancellation • In case of an order being cancelled, the unilateral breach of the Agreement and/or impossibility to deliver due to the Customer, CASTELLINS will retain the deposit paid, without prejudice to the right to claim an additional lump-sum compensation amounting to 30% of the cancelled order, with a minimum of EUR 250, without CASTELLINS having to prove actual damage incurred. CASTELLINS reserves the right to claim higher damages if the actual damage exceeds the lump-sum compensation. If the Customer fails to collect the goods and/or accept the work, they will, having served notice by registered letter, remain stored at the Customer’s risk at a location of CASTELLINS’s choice, who is entitled in that case to charge a fee for this. If the goods are not collected within the 14 days of the aforementioned notice, the Agreement will be deemed legally dissolved to the detriment of the Customer, and the provisions of Article 4.1. shall apply. In case of non-compliance by the Customer with his obligations under the Agreement, CASTELLINS has the right, without prior notice, to suspend its work or deem the Agreement as terminated, without judicial intervention, without prejudice to the CASTELLINS’s right to compensation.
Article 5 – Complaints • The Customer is obliged to check the delivered goods on quality and quantity immediately upon delivery. Save mandatory provisions of law, complaints concerning hidden defects in the delivered goods can only be considered if these are lodged at the registered office of CASTELLINS within eight days upon discovery thereof by registered mail and if they are sufficiently reasoned. Any dispute is only admissible if the Customer immediately proves the errors and immediately takes the necessary measures to limit the damage. Once this period has expired, Complaints concerning any hidden defects shall not be accepted by CASTELLINS. Complaints concerning visible defects and non-conforming delivery must be made to CASTELLINS in the same way within 48 hours of delivery. Complaints can only be valid and be examined if the goods are still in the Customer’s possession and have not yet been put into operation or processed. After these expiry periods, the goods will be deemed accepted by the Customer without reservation. Any procedural legal action under this article must be taken under penalty of forfeiture within six months of delivery, even in the case of hidden defects. The fact that the Customer has lodged a complaint concerning the delivered goods does not entitle the Customer to withhold any payment. Complaints related to an invoice must reach the registered office of CASTEL- LINS within eight days after the invoice date by registered letter and be sufficiently reasoned. After this expiry date, the invoice shall be deemed unreservedly accepted by the Customer. Any complaint that is not sufficiently reasoned or is late shall be deemed non-existent.
Article 6 – Warranty – Liability • The Customer may not claim any other warranty obligations on the part of CASTELLINS other than those provided in the factory warranty of the sold goods and imperative law provisions concerning warranty, excluding any compensation. The Customer accepts and acknowledges that CASTELLINS may object to the exceptions, exonerations and guarantee limitations which the manufacturer may invoke in respect of CASTELLINS. CASTELLINS is not obliged to pay indemnity for hidden defects of which it had no knowledge at the time of the conclusion of the Agreement. With the exception of provisions of imperative law and/or public order and except for wilful misconduct or fraud, CASTELLINS is not responsible for damage caused by (significant or insignificant) error. CASTELLINS is not liable in respect of the Customer for any serious or deliberate errors committed by its employees or agents in their professional activities. CASTELLINS is not responsible for any damage attributable to the Customer and/or (deliberate and/or significant errors of) third parties. CASTELLINS has the right, in case of a dispute, at its sole discretion, to take back goods it has delivered, either wholly or in part, without any form of compensation in respect of the Customer. Any damages that could be determined to the detriment of CASTELLINS are always limited to the price of the Agreement, exclusive of VAT. CASTELLINS is not liable for, or obliged to pay, compensation of intangible, indirect or consequential damage, including (but not limited to) loss of profits, loss of revenue, loss of income, production limitations, administration of staff, an increase in overall costs, loss of customers or third-party claims. The Customer is obliged to indemnify CASTELLINS for all third-party claims arising from, or in connection with, the implementation of the Agreement by CASTELLINS on behalf of the Customer.
Article 7 – Retention of title – Risk transfer • Notwithstanding Article 1583 of the Belgian Civil Code, ownership of the goods sold is not transferred until after full payment of the principal and accessory amounts to CASTELLINS. The Customer undertakes not to process the goods or dispose of them in any way before the ownership is transferred to the Customer. The risk transfers to the Customer from the time of delivery, regardless of the retention of title.
Article 8 – Miscellaneous • If the Customer fails to meet one or more obligations under the Agreement in good time or properly, or in the event of bankruptcy, receivership, apparent insolvency or cessation of operation of the Customer, CASTELLINS is entitled by law, without judicial intervention and without prior notice, to consider the Agreement terminated at the customer’s expense, or claim the appropriate warranties, with reservations regarding the claiming of damages. If one or more provisions of the General Terms and Conditions are found null and void, invalid and/or unenforceable, this does not prejudice the existence and validity of the remaining provisions. Waiving one provision does not affect the enforceability of the remaining provisions. If CASTELLINS fails to meet the obligations under this Agreement on time or properly as a result of force majeure, an external cause, an error on the part of a third party and/or Customer, accident, strike, technical failure, weather, ... then those obligations will be suspended until such time as CASTELLINS is still able to meet these, without incurring a claim for damages in respect of the Customer. In that case, CASTELLINS will inform the Customer as soon as reasonably possible of the reason for this. If an Agreement is concluded on behalf of several people, they are committed jointly and severally vis-à-vis CASTELLINS. Any dispute relating to the Agreement and these General Terms and Conditions shall be exclusively governed by, and construed in accordance with, Belgian law, to the exclusion of the CISG (UN Vienna Convention of 11 April 1980 on international sales of goods, “CISG”). Only the courts of the district and/or canton of the registered office of CASTELLINS have jurisdiction to hear such disputes.