With the exception of special additional and/or deviating conditions stated on the front of the BAJ BETON order form signed for agreement, contracting agreement, either on delivery note or on the front of the invoice, every contracting and delivery is made under the application of these general conditions, which customers are deemed to accept without reservation. If mandatory laws impose provisions, they are considered part of the agreement. If reciprocity is compulsorily provided for in order to obtain legal validity, this reciprocity shall be applied even if it is not expressly stated References by the customer to its own terms and conditions do not affect the binding effect of these general terms and conditions, unless agreed in writing.
Offer
.1. All our quotations are in writing and are only valid for a period of two months from the date of dispatch. After the lapse of two months, the predetermined prices may be revised. The stated quantities are based on the data communicated by the customer or the quantities requested by the customer. Excess merchandise will not be taken back unless expressly agreed to in writing. The customer is responsible for the accuracy of the sizes, units and quantities provided.
Agreement
.2. The price quotation shall become a binding contract only upon receipt of a price quotation or order form from BAJ BETON signed by the customer for approval. Any amendment or addition to the original purchase order or quotation is done in writing
.advance and payment
.3. For every order linked to a delivery by BAJ BETON at a location given by the customer, an advance payment in the amount of 2/3rds of the price of the order must be paid, except for deviating special arrangements. This advance is payable by bank transfer to BAJ BETON's bank account within 8 days of placing the order. No delivery will be scheduled without a deposit. The balance must be paid no later than the time of delivery and in cash to the driver or upon presentation of an attestation by the bank that payment has already been made.
4. In case of collection of goods and thus delivery to the address of BAJ BETON, except for deviating special arrangement, payment should be made in advance by transfer to the account of BAJ BETON with reference to the structured communication as stated in the order document. Taking into account the necessary delay between transfer order and its receipt, the customer should execute it only bank business days before.
5. Upon receipt of payment(s) and full delivery of the goods ordered, invoice will be issued for paid.
6. Even if payment requirement is waived in accordance with clauses 3 and 4, payment is to be made no later than 8 days after delivery
.Cancellation
7. Any cancellation obliges this party to pay a lump-sum compensation to cover currently foreseeable damages from cancellation, equal to the monetary value of 20% of the order placed or the cancelled part thereof. This fee is payable immediately. If at that time the ordered goods are already in external execution, the material costs up to that point will have to be paid in full and the lump-sum payment will be due on the remaining balance. Specifically customized or ordered goods will have to be paid for by the customer.
Size of ordered, on-site delivery and prices charged
.8. Delivery includes only what is specifically stated in the accepted quotation. Anything not expressly stated is not part of the order. Quoted prices are valid only for the entire order. Partial orders require a new quotation. Prices applied to past orders are not binding for subsequent new orders.
9. The agreed price applies to delivery/placement at a prepared yard, i.e. a normally accessible yard. Delivery by truck is made only if the place of delivery is directly connected to a drivable (public) road. Eventual subsidence is the responsibility of the client to the exclusion of BAJ BETON.
Change in materials
.10. Changes in materials within the same price range will be accepted provided the materials have not already been ordered externally or custom manufactured. Delay due to change in material is at the customer's expense. If the requested changes result in a price increase, this will be passed on.
11. If a material proposed in the quotation is no longer available in the meantime or its technical specifications have been changed, BAJ BETON may provide equivalent material as a replacement. If this is better value, this will be settled, if it is more expensive BAJ BETON must notify the client in advance who then has the freedom to abandon the order within the 8 days and notify this. In the absence of cancellation on his part within that period, he is deemed to have agreed to the adjusted prices according to the changed materials.
Material Risk on Yard
12. Once the materials have been delivered, BAJ Beton is no longer responsible for possible damages caused by third parties or external circumstances of any kind and are the responsibility of the customer. The personnel, family member or the site manager or contractor working there on behalf of the customer may validly sign the receipt of the goods/materials delivered and bind the customer.
.13. The customer is informed that he should make the necessary arrangements for the safe and appropriate storage and safekeeping of goods subject to climatic influences such as wooden windows and doors, among others. Wood products such as windows and doors, wall panels and paneling exposed to weathering should be provided with the appropriate protection for the product (e.g. varnish, stain, paint, oils or other covering) prior to use. An impregnation is not sufficient for this.
Delivery and execution terms
.14. Any delivery dates stated are purely indicative and will be influenced in part by the company's own deliveries. Any delay does not give rise to any warranty, nor compensation, and cannot nullify the order or be a reason for refusal of the goods/works.
15. Any exceeding of the delivery deadlines specified as binding, taking into account possible suspensions (days that cannot be worked, construction leave, etc.), can only give rise to (agreed) compensation if a notice of default is sent in advance by registered letter, granting a grace period of 15 working days. At all times, the calculation of delivery time is done in workable business days.
16. BAJ Concrete is entitled to suspend delivery if debts that have already fallen due have not been settled by the customer.
17. Any agreed execution time assumes an available yard on date of the scheduled date where delivery can be made on site without additional equipment.
Properties and anomalies
.18. The buyer is deemed to be aware of all characteristics of the products ordered by him in the absence of which additional questions to this effect should be made to BAJ BETON at the time of ordering. No rights can be derived from samples, samples or showroom models unless expressly agreed otherwise but even then deviations and 10% tolerance specific to the product in question must be taken into account.
19. The customer is informed and possibly accepts the color and size deviations or others that are common for the (processed) product, or are considered tolerable within the sector. The materials are supplied in accordance with the standards of the proprietary supplier/manufacturer, which includes product-technical changes to the material made by the latter in the interim. Operation peculiar to the nature of the product is not considered a defect.
20. Regarding lumber for garden sheds, wood screens or other wooden products with a tongue-and-groove system, the customer has been made aware and accepts that wood as a natural product can shrink, crack, deform and expand. BAJ BETON cannot be held liable for this. Deviations of up to 10% with respect to specified quantities, sizes, weights and numbers evelas minor deviations in colors and wood designs and similar characteristics cannot be invoked as a non-conformity.
21. Any non-conformity with the ordered items shall be deemed covered if the customer has not reported this in writing immediately upon initial determination. Continued holding without timely notice, either processing the products or part of them, implies acceptance.
22. All other complaints must be made in writing at the latest within five days of the observation or the date on which it may be considered that the eventual shortcomings were ascertainable. It is agreed between the parties that the earliest such date should be used as the starting point.
Warranty
.23. A warranty will be provided only within the legally mandated minimum warranty period unless there is a specific provision to this effect in the quotation, special conditions of the contract or purchase order. If the quality and/or properties of the materials/work supplied should be compromised, and nothing is determined regarding the extent of the warranty, warranty will only be provided to the extent and during the period that a warranty can be obtained from the in-house supplier/manufacturer of the products and materials.
24. Any warranty is at all times limited to a subsequent delivery, either replacing the defective materials, or equivalent goods should the original ones no longer be available. Any loss, indirect and consequential damages or other costs remain the responsibility of the customer.
25. If the cause of a damage is not due to a fault of BAJ BETON, then there is no right to warranty unless otherwise provided by mandatory law.
26. Damage resulting from misuse, use not in accordance with prudent use, use contrary to the operating and assembly instructions, untimely repair, ignorance, moisture, atmospheric disturbances of any kind, improper cleaning methods and manipulations shall not give rise to warranty claims. The warranty is void if the customer makes any changes or repairs to the goods/works supplied without BAJ BETON's prior approval.
27. A right to intervention in security is suspended as long as there are amounts still due without this suspension extending the duration of the security itself.
Invoices and payment terms
.28. Unless otherwise expressly provided, all prices are stated exclusive of the applicable VAT rate. If the applicable V.A.T. rates should be changed by the government, the customer is obliged to bear any additional cost. If the customer claims a reduced V.A.T. rate or reverse charge of VAT, the customer bears overall responsibility should the tax authorities later reject the V.A.T. rate based on incorrect or incomplete information provided by the customer. The latter will then be obliged to pay the additional fines and costs and indemnify BAJ BETON in this respect.
29. Unless otherwise provided, all invoices and statements of claim are payable at BAJ BETON's registered office or its bank account which shall be considered payment at the registered office
.30. Without prejudice to the provision under 3 and 4, in the absence of a different written agreement, full payment of invoices and/or statements of claim shall be made no later than the time of collection/delivery of goods.
31. Any failure to pay on the due date shall automatically and by operation of law without prior notice, entail an increase of 10% of the relevant invoice amount with a minimum of EUR 250.00. This compensation is intended to cover estimated operating costs and damages caused by the late payment. This indemnity shall become due immediately upon its occurrence and shall henceforth bear interest at the interest rate applicable in accordance with the law on late payment in commercial transactions (Law of 02/08/2002).
.32. Any outstanding amount shall automatically, automatically and without any notice of default, accrue interest at the interest rate applicable in accordance with the law on late payment in commercial transactions, with each month started counting as a full month. Partial payments will be charged first on outstanding charges, interest and past due invoices (oldest first).
33. Failure to pay one invoice on time when due automatically makes other invoices not yet due immediately payable.
34. The customer is in no way entitled to make any deductions under the pretext of non-payment or non-payment in full on the part of its own customer.
35. All complaints regarding the invoice, should be reported to BAJ BETON by registered mail, no later than within 5 working days of receipt of invoicing which is deemed to have occurred no later than the 3rd working day after the date of invoice. The processing and/or use or engagement of the delivery implies acceptance. Payment of invoices implies an acceptance of the quantities and materials listed to the exclusion of then hidden defects.
36. Any defects in the materials/works supplied, shall not constitute grounds for withholding payment.
37. In accordance with the Financial Collateral Act dated December 15, 2004, BAJ BETON and the B2B Customer automatically and by operation of law offset and set off all currently existing and also future debts towards each other.
withholdings as a guarantee - delivery
38. Unless otherwise specifically provided in the quotation or signed purchase order, no deductions may be made from invoices by way of deposit/guarantee/security.
Property retention
.39. All materials delivered shall remain the exclusive property of BAJ BETON until payment in full of the price. BAJ BETON may suspend the delivery of ordered materials until all overdue payments have been cleared, whereby new deliveries must continue to be paid for in cash or prior to each new delivery, even if the special conditions stipulate otherwise when the order was placed. From delivery to the yard, the risks of loss, damage and force majeure are for the customer.
40. BAJ BETON may recover goods already delivered pending payment of amounts already due.
Position of customer
.41. If BAJ BETON's confidence in the customer's creditworthiness is shaken by acts of judicial reorganization, execution, garnishment, fraud, NSSO and/or tax arrears, review of creditworthiness by credit insurer, and/or other identifiable events that call into question and/or render impossible the confidence in the proper performance of the customer's commitments, BAJ BETON reserves the right to demand suitable guarantees/securities from the customer and, pending the provision of such guarantees/securities, to suspend its commitments at the risk and expense of the customer. If, after notice, the customer refuses to comply, BAJ BETON reserves the right to cancel all or part of the order, even if all or part of the goods have already been delivered. In such a case, the customer shall owe compensation as stated above regarding cancellation and BAJ BETON shall automatically obtain the right to immediately take back the materials and goods already delivered. A similar right is granted to the customer should BAJ BETON find itself in the aforementioned situations with an associated refund upon return of the goods already delivered.
Disputes, competent court and law to be applied
42. In the event of any disputes, either the Commercial Court of Antwerp, Hasselt Division, or the Court of First Instance Limburg, Hasselt Division, or the Justice of the Peace in Houthalen-Helchteren shall have exclusive jurisdiction. Disputes are settled in accordance with Belgian domestic law. The Vienna Sales Convention shall not apply, nor shall any other international regulation the exclusion of which is permitted. The parties further agree that Belgian law shall apply with the rejection of the non-binding provisions of international treaties or European regulations even if incorporated into Belgian law if and insofar as they would abridge or limit the rights of BAJ BETON or result in another law becoming applicable.