General terms and conditions AEB nv

Applicability and Scope of the General Sales Conditions: 

Each and every sale of goods or rendering of services by AEB NV, as well as all agreements
concerning the contracting of works, shall be subject to the present contract
conditions. By his conclusion of an agreement, the client accepts the exclusive
application of AEB NV’s contract conditions, and this to the exclusion of any and
all other terms and conditions. No deviations from these conditions shall be
permitted, except by prior explicit and written agreement. The client accepts any
and all eventual changes and commits himself with any order to abide by the
contract conditions that are applicable at the time of the conclusion or extension
of the agreement in conformity with the terms and conditions published by AEB
NV on its website. Any changes to, or voidance of, one or several provisions,
either wholly or partially, shall in no wise bring about the nullity or the waiver of
the remaining other clauses and conditions.

Conclusion of the contract:
Our price offers are non-binding. Prices shall remain valid for a duration of 15
days only, barring written accord otherwise. Conclusion of an agreement shall
only be deemed confirmed following AEB NV’s written acceptance of an order.

Delivery terms:
Our delivery terms are only approximations and non-binding. AEB NV shall not
be held responsible for delays. Under no circumstance shall any delay be
considered valid grounds for claiming indemnification or cancellation of an order.

Price and payment terms:
Taxes and delivery and transportation costs are not included in our price offers,
barring an agreement to the contrary. The invoices are payable in cash to the
company’s registered offices. In the event of non-conform payment terms, such
terms can never subsequently be invoked as an acquired right. All bank charges
shall be assumed by the client. AEB NV shall be held to delivery only following
payment of the invoices. In default of a written complaint within 8 days following
dispatch of the invoice or request for payment, the invoice in casu shall be
deemed to have been accepted without objection.
The drawing and/or acceptance of bills of exchange or other negotiable
instruments does neither imply a novation of debt nor constitute a departure from
the present sales conditions.
In the event that the client’s credit worthiness turns unfavourable, AEB NV
reserves the right, even following a partial execution of the contract, to demand
guarantees from the client towards the latter’s compliant fulfilment of his
commitments. In the absence of such guarantees, AEB NV shall be entitled to
cancel either the entire order or a part thereof. AEB NV shall be entitled to
suspend the works and/or the deliveries as soon as there exists a risk of
delinquent payment on the part of the client or when an outstanding
indebtedness has not been discharged on its due date. The suspension of the
works and/or deliveries shall be valid without any prejudice to the client’s
obligation to pay monies owed in principal, interests, and occurred charges.

Delivery of the goods is to be made in the warehouses of AEB NV. Their
transportation shall be carried out on instruction from, and for the account of, the
client. By way of providing a service, AEB NV may have the goods delivered to
the client’s premises. This benefit must never be deemed as an acquired right
with respect to other transactions. The goods shall at all times be transported at
the client’s risk, even when the transport is conducted at AEB NV’s own account.
When the carrier’s picks up the goods, AEB NV shall possess power of attorney
to sign the waybill in the name of the client as shipper of the goods.

Complaints :
No complaints shall be accepted unless they are notified to AEB NV by
registered letter, and this within 8 days following the delivery of the goods or the
execution of the works in casu. It shall be incumbent on the client to immediately
upon delivery inspect the goods or the executed works.
Guarantee and exemption from liability :
It is assumed that the client is fully knowledgeable about the materials, case
pertaining, the works for execution and their specific properties and
characteristics, before proceeding to placing his order. The client shall assume
all responsibility with regard to the application or the usage of the materials or
the works that are being ordered by him.
The guarantee on patent defects shall remain limited to a term of 8 days. The
guarantee on latent defects shall invariably remain limited to a term of 1 year
following delivery or execution of the works. In any event, registered notification
of any defect is required within 8 days following its being noted, on penalty of
lapse of claim.
Irrespective of the afore-mentioned exemptions from liability, the warranty shall
remain limited to the replacement of the non-conform or deficient goods, either
in the form of partial or full refunding of the price of the goods in casu or the reexecution of the works in kind or the cost thereof, this at AEB NV’s own
preference. All other costs and compensations for direct or indirect damage shall
be excluded.

Payment :
In the event of delinquent payment, the invoiced amount shall, in good right and
de iure and without any notice of default, be increased by a fixed compensatory
indemnity of 10%, with a minimum of 50 €, as well as by the interests applicable
pursuant to the law concerning late payment in commercial transactions dated
2.8.2002. At the same time, the client shall be liable for payment of the costs of
the collection claim, court costs, and legal fees.
AEB NV shall be entitled to allocate the payments to the outstanding debt of its
own choosing. Non-payment on the due date of one single invoice shall in good
right and de iure render the payable balance of all of the other invoices, even
though not yet due, immediately claimable.

Dissolution :
Whenever the client fails to abide by his commitments, AEB NV shall be entitled,
at its own discretion, to dissolve the agreement in good right and de iure and
without the need for a prior notice of default, and this by notification to that effect
by means of an ordinary letter to the client. The client shall become liable for a
fixed compensatory indemnity equal to 30% of the price of the terminated
transaction, without prejudice to AEB NV’s subsequent right to claim a higher
indemnity for any additional substantiated loss and/or damage.

Retention of title :
Irrespective of the risk to the goods, which is being transferred to the client after
their leaving the AEB NV warehouses, title to the material possession of the
delivered goods or goods to be delivered shall be retained by, and remain with,
AEB NV, and this until full settlement of price and concomitant obligations. This
clause shall likewise remain in effect after the goods have undergone
transformation or been incorporated into others at the client’s premises.

Disputes :
Solely Belgian law shall be of application to the present conditions. In the event
of disagreements, the courts that have jurisdiction within the juridical district
where AEB NV maintains its registered offices shall possess the competence to
entertain disputes.