General Terms and Conditions of Sale
The term ‘Seller’ in the present General Terms and Conditions of Sale is understood to mean NV Globachem (Ltd), company incorporated under Belgian law, having its registered office in Belgium, 3800 Sint-Truiden, Lichtenberglaan 2019, enterprise number 0473.590.226, VAT BE0473.590.226, Register of Legal Entities (RPR) Antwerp - dept. Hasselt (Belgium).
The term ‘Buyer’ in the present General Terms and Conditions of Sale is understood to mean the person, company, enterprise, partnership or other entity, to which the Seller sells goods or provides services.
The present General Terms and Conditions of Sale apply to all legal relationships in which the Seller acts as seller of goods and/or services. By requesting a quote, placing an order and/or concluding an agreement with the Seller, the Buyer shall be deemed to know and accept the General Terms and Conditions of Sale. Acceptance of these general conditions also implies that the Buyer fully waives the application of his own General Terms and Conditions (of Sale). The applicability of the Buyer’s terms and conditions of purchase / sale is explicitly rejected.
From these General Terms and Conditions of Sale or of an agreement to which these General Terms and Conditions of Sale apply may only be deviated by written agreement between all parties. In the event of disputes concerning the interpretation of the various texts, the Dutch text shall take priority. Globachem reserves the right to adapt and/or supplement these General Terms and Conditions of Sale at any given time.
2. Conclusion of the agreement
The agreement is concluded when the Seller sends a confirmation of the order or when the Seller has started executing the order in question. Each order of the Buyer is binding and irrevocable.
Any verbal and/or written statement in quotations or in any other document regarding prices, rates, delivery times and terms and conditions of sale, even when this statement is made by one of the Seller’s agents, is non-binding and shall be considered as an invitation to place an order. It shall never have a binding effect on the Seller. All order modifications or cancellations are subject to the Seller’s prior consent. The transfer of the rights and obligations, resulting from an order, to a third party, is also subject to the Seller’s consent.
3. Prices and payment
All prices are stated in euro excluding VAT, duties, levies and/or other applicable taxes and charges, unless otherwise stated in the invoice.
Any duties and taxes, of whatever nature, including taxes that are brought into force during the execution of the agreement, are payable by the Buyer.
Any currency exchange risk is always borne by the Buyer.
The Seller has the right to proportionally adapt the price of goods and/or services still to be delivered/rendered if it turns out, after the submission of the quotation or after the conclusion of the agreement, but merely for the order confirmation, that the costs for raw materials, auxiliary products, personnel costs, freight and insurance rates, taxes and/or other factors which determine the cost price, are subject to an increase, in terms of currency of the agreed price. A suchlike proportional price increase will take effect immediately after the Buyer has been informed thereof in writing.
If the Buyer does not accept the price adaptation, the agreement can be terminated by mutual agreement. A price increase can never give rise to any compensation to be paid by the Seller.
The amounts due to the Seller are payable to the bank account of NV Globachem (Ltd), as stated on the invoice. The amounts due to the Seller are to be paid at the initiative of the debtor, i.e. the Buyer, within sixty (60) calendar days from invoice date and are not to be collected by the creditor, i.e. the Seller. Invoices have to be disputed within eight (8) calendar days from receipt of invoice. The contestation of an invoice does not suspend the payment obligation on the part of the Buyer. At its sovereign discretion the Seller may request payment in advance before delivery of the goods.
The amounts paid are offset against the oldest debt, plus the accrued interest and costs.
Delivery times are always specified in the agreement in such a way that they allow the Seller to deliver or to render the agreed goods and / or services.
The delivery times and/or the terms of execution agreed upon or stipulated above in the absence of any agreement are merely indicative; they do not formally bind the Seller. Delays in the delivery of goods and/or in the rendering of services can never give rise to any penalties or compensations being due or to the cancellation of the agreement.
The delivery of the ordered goods takes place DAP (Incoterms® 2020) in the EU27 countries at point of destination, determined after order confirmation by the Seller, unless agreed otherwise in writing.
Before delivering goods and/or rendering services to the Buyer, the Seller has the right to require security for the payment. If the Buyer fails to provide such security, the Seller has the right to cancel the agreement in whole or in part, without being liable to pay any compensation to the Buyer.
The Seller has the right to deliver the goods in stages and to issue a separate invoice for each delivery.
A 5% difference in minus or in plus on the goods to be delivered cannot be regarded as a failure on the part of the Seller.
The Buyer is supposed to check the goods and/or services at the time of delivery. Complaints or protests regarding any apparent defects relating to the goods delivered and/or services provided must be forwarded by registered post to the Seller, together with a clear description of the defect or the complaint, within fifteen (15) calendar days of receipt of the goods and/or the services. Such complaints shall not suspend the Buyer's payment obligations. After this period of fifteen (15) calendar days of receipt of the goods and/or services, the Buyer shall be deemed to have accepted the goods and/or services unconditionally, under reservation of possible non-visible defects. Complaints relating to apparent defects shall be accepted and investigated only if the Buyer has not yet made use of the goods.
Non-visible deficiencies are to be claimed within two (2) years after date of production of the goods. The Buyer shall notify the Seller of any latent defect in the Product delivered to him, within fifteen (15) calendar days of the date of discovery of the defect. Claims that are reported not in time may be denied. This protest loses its validity if it turns out that the goods were manipulated by the Buyer after their delivery.
Any protest from the Buyer does not relieve the latter of the obligation to pay.
If the Seller considers the protest well-founded, he shall only be obliged to deliver replacement goods to the Buyer. Instead of delivering replacement goods it is also possible to grant the Buyer a discount to be determined by mutual agreement.
Delivered goods can be sent back only with the Seller’s written consent. It never implies an acknowledgement by the Seller. Delivered goods must always be returned in their original packing, free from freight and charges.
6. Ownership and risk
All possible risks to which sold goods and/or rendered services are exposed and any resulting damages shall be at the expense of the Buyer. From that moment on it is the Buyer that bears the risk of loss, damage, theft, loss of value, etc …, without the latter having any recourse against the Seller.
The Seller has the right to demand specific guarantees for the transport in the agreement. If the Buyer cannot give those guarantees, the Seller shall be entitled to suspend his obligations and/or to cancel the agreement by operation of law and without notice of default being required.
The Seller retains ownership of the delivered and/or ordered goods until he receives payment of the full price, including but not restricted to the sales price, interests and compensations, if any. As long as the full price for the goods has not been paid, it is forbidden to the Buyer to sell the goods, to pledge, to move and/or to change them in any way, without the Seller’s prior consent. Without prejudice to his rights, the Seller can – at any given time prior to the title of ownership to the Buyer – reclaim the products delivered to the Buyer, partially or in full. If the goods delivered by the Seller are claimed by any third party or if there is a risk of seizure, the Buyer undertakes to notify the Seller immediately and to give him all useful information to enable him to exercise his rights.
Goods of which the Buyer does not yet have the ownership can never serve as security for his debts.
7. Sanctions in case of breach of contract
If the Buyer fails to pay the full or partial invoice amount on the due date stated on the invoice, then the Buyer shall bear late payment interest at the rate of 12% annually and this for each initiated year. The interest is payable by law and without notice of default from the due date of the invoice and is capitalized annually. In case of partial payment the Buyer is responsible for all legal and extrajudicial collection fees.
Non-payment and/or incomplete payment on the established or agreed due date makes any claim, even if not due, immediately payable, and this legally and without proof of default.
In addition, as compensation for the collection costs of the claim (such as personnel and administration costs, management and follow-up of the file, effect on financial management, etc.), the principal amount is increased by 15% with a minimum of 50 Euros, without prejudice to the right of the seller to prove higher damages and claim extra compensation for the higher amount. This fee is payable in addition to interests and any costs recoverable, and this without prior notice of default and regardless of the granting of grace periods.
If the Buyer, for whatever reason, cancels the order, then the Buyer shall owe the seller an amount equivalent to 20% of the global amount of the order or 25% plus freight charges if the ordered deliveries have already been carried out, without prejudice to the right of the Seller to prove higher damages and claim extra compensation for the higher amount.
The Seller is entitled, without judicial intervention and without any compensation to the Buyer being due, to immediately and unilaterally terminate the current and all other agreements between parties upon notice to the Buyer and to take back the delivered goods in case of no, no timely or no full compliance with any of the obligations under an agreement by the Buyer if the Buyer fails to cure the breach to the Seller’s reasonable satisfaction within thirty (30) calendar days after its demand for cure. If further deliveries are to be made, then the Seller has the right to cancel this agreement for the part not yet executed, without prejudice to its right to full compensation. Any claim that the Seller would still have against the Buyer is then immediately due and payable and the Seller is entitled to compensation of an amount equivalent to 20% of the global amount of the order, without prejudice to the right of the seller to prove higher damages and claim extra compensation for the higher amount.
The seller is entitled, without judicial intervention and without any compensation to the Buyer, to unilaterally terminate the agreement as well as any other running agreements between the parties in whole or in part, with immediate effect, by operation of law and without prior notice of default, and to take back the delivered goods in case of liquidation, filing of bankruptcy or suspension of payment by the Buyer. Any claim which the Seller might still have on the Buyer becomes payable immediately.
The acceptance of cheques, bills of exchange, promissory notes or other spread payments does not constitute any novation and consequently does not change the present terms and conditions which remain applicable unconditionally. A reciprocal set-off of debts is possible only with the Seller’s explicit agreement.
In accordance with the law on financial securities, dated 15 December 2004, the Seller and the Buyer compensate and offset automatically and legally binding all currently existing and future debts towards each other. This means that in the permanent relationship between the Seller and the Buyer always the greatest claim on balance after the aforementioned automatic offset remains.
This debt comparison shall, in each case, be opposable by the liquidator and the other concurrent creditors, who shall not appeal against the debt comparison carried out by the Seller and the Buyer.
The commitments of the Seller are merely an obligation of means ; the commitments of the Seller do not guarantee result.
Save liability arises as a result of fraud, intentional error or gross negligence, the total liability of the Seller and his employees for damages shall, at all times, be limited to the amount covered by Seller's third-party liability insurance. Said cover amounts to at most EUR 5.000.000 for all insured damages together per insurance year irrespective of the number of events and limited to EUR 5.000.000 per event. The Seller shall not, furthermore, be liable or bound to pay for any possible intangible, indirect or consequential damages or loss, including (but not limited to) loss of goodwill or clientele, (increase in) administrative, personnel or other general costs, production limitations or disruptions, loss of profit or turnover, claims by third-parties and the like.
The Seller cannot be liable to pay any indemnification for damages caused by the goods as a result of wrongful usage, applications, treatments or storage of the goods.
The Buyer undertakes to sell and/or market and/or use the Seller’s products in the broadest sense, only in accordance with the statutory and/or other regulations that are applicable in the countries or areas concerned.
The Buyer also undertakes to apply for certificates and/or permits with the competent authorities at his own expense, if required.
The Buyer undertakes not to sell and/or market and/or use the products in countries or areas where this is not authorized.
Finally, the Buyer undertakes not to sell and/or market and/or use the products of the Seller in countries or areas where third parties might object to such a sale and/or marketing and/or use on the basis of certain rights, including - but not restricted to - intellectual, industrial and/or property rights. The Buyer undertakes to gather any information and/or to take any steps which might prove necessary to fulfil this obligation.
The Seller shall not accept any liability whatsoever if the Buyer fails to meet the above-mentioned obligations.
The Buyer shall indemnify the Seller against any damages, expenses and disadvantageous consequences in the broadest sense, which might ensue from the non-observance of the above-mentioned obligations by the Buyer.
10. Force majeure
In case of force majeure the Seller has the right to suspend the execution of the agreement or to dissolve the agreement in whole or in part, without the Buyer being entitled to any reimbursement of costs, compensations and interests on that account.
The term force majeure is understood to mean, among other things, but is not restricted to: natural disasters, government action or omission, laws or regulations, labour strikes or difficulties, transport interruptions or delays or the inability to purchase parts or materials, fire and delays in production, for whatever reason, as well as any other circumstance beyond the Seller’s control.
In case of an exceptional occurrence, beyond reasonable control, making the performance harder than reasonably foreseen at the time of conclusion of the agreement, the parties will negotiate alternative contractual terms making it reasonably possible to overcome the impact of the occurrence. If parties do not succeed in agreeing on alternative contractual terms they can either decide jointly to terminate the agreement on a mutually acceptable effective date and under ditto conditions or request a court or arbitrator to review and adapt the agreement in order to restore the balance of the agreement or declare contract termination.
An example of ‘hardship’ can be, but is not restricted to, an excessive, unforeseen increase in costs of a party, or a currency market crisis, or strong inflation, or, transport interruption or delay, or, the inability to purchase parts or materials/products.
12. Empty packaging
The costs relating to the recovery of empty packaging of products are borne by the Buyer. The Buyer is also responsible for the declaration of the quantities of empty packaging of products.
13. Judicial estoppel
Not applying, even repeatedly, any right can only be considered as tolerating a particular state and does not lead to judicial estoppel.
The legal relationship between the Seller and the Buyer is exclusively governed by Belgian law. The courts in the judicial district of Limburg (dept. Hasselt) in Belgium are exclusively competent to take cognizance of any disputes, without prejudice to the Seller’s right to declare the courts in the district where the Buyer has his registered office, administrative headquarters, operation, branch or office competent.
15. Miscellaneous provisions
If a provision or part of a provision of these General Terms and Conditions of Sale is found null and void, not enforceable or non-compliant with legal provisions or legal public policy provisions, the rest of the General Terms and Conditions of Sale or the rest of the provisions of these General Terms and Conditions of Sale remain unaffected hereby and entirely valid and enforceable. The provision which is null and void/not enforceable/non-compliant will then be replaced by a valid provision of which the economic impact matches that of the null and void/not enforceable/non-compliant provision as closely as possible. The Buyer does not have the right to transfer his respective rights and obligations under the General Conditions without prior written consent of the Seller. Each modification of the General Conditions and each addition or omission requires the written consent of the Seller.
The non-execution of an assigned means of recovery or right under the General Conditions cannot be seen as a waiver of the said means of recovery or right, nor will the non-execution of an assigned means of recovery or right under these Conditions, subsequent to a violation or error, result in an implicit acceptance of a suchlike violation or error in similar situations, regardless of whether these events occur before or after.