General term and conditions of sale
Dalemans Gas Detection
These general terms and conditions govern alone our contractual relationships with our customers and shall take precedence over their own general terms and conditions. We invite our customers to read these general terms and conditions before placing an order and concluding a contract with our company.
Article 1 – Offer and order
1.1. Unless otherwise stipulated in our special terms and conditions, our offers are valid for one month.
1.2. No order shall be binding unless we have accepted it in writing.
1.3. Our agents or representatives do not have a capacity of representation. Any commitments that are negotiated, including orders or changes to orders, shall not be firm until after we have sent our written acceptance thereof.
1.4. In the event of cancellation of or change to the order by Customer, we shall be entitled to claim compensation for administrative costs, to an amount equal to 25% of the price if the modification occurs within 10 working days and to a amount equal to 75% if it is made after 10 working days.
Article 2 – Prices
2.1. Our prices are payable in euros, excluding VAT. The prices invoiced are strictly confidential. Taxes shall be paid by the purchaser and any increase in the VAT or any new tax that may be imposed between the date the order was placed and the date of delivery shall be invoiced to the purchaser.
2.2. Unless otherwise stipulated in our special terms and conditions, our prices are calculated delivery ex-works. If we organize the transport, we shall invoice the transport charges to the Purchaser.
2.3. Our prices only regard the supply of equipment defined in the special terms and conditions, to the exclusion of all other work and services, and in particular, installation and assembly. If the latter are ordered by the Purchaser, they shall be invoiced in addition to the price provided for in our special terms and conditions.
2.4. The prices mentioned in the price lists are without obligation.
Article 3 – Payment
3.1. Our invoices are payable to our head office, at the latest 30 days after the date of invoice, unless otherwise specially arranged.
3.2. Any complaint relating to the invoice sent to the Customer must be sent to us in writing (by letter or fax) within 8 working days at the latest after the post date of said invoice.
3.3. In the event of failure to pay an invoice by the due date, the payment of all of Purchaser’s invoices will be due immediately.
3.4. Every invoice unpaid at the due date will give rise to 1.25 % penalty interest per month, ipso jure and without notification.
3.5. In addition, every invoice unpaid at the due date shall be increased, ipso jure and without notification, by a lump sum compensation payment of 15 % of the unpaid amount as damages, with a minimum of 65 Euro.
Article 4 – Delivery terms
4.1. Unless otherwise stipulated in our special terms and conditions, our deliveries are made in our workshops and the Purchaser shall have to take delivery, in our premises, of the equipment sold within 5 calendar days, at the latest, from the notification that shall be made to the Purchaser by phone or fax at least 24 hours ahead of time, informing that the said equipment is at his disposal. Following this deadline, the Purchaser shall be charged storage costs and we shall have the right to cancel the contract ipso jure and without notification and claim damages equal to 75% of the price.
4.2. The Purchaser shall bear all risks relating to sold material as from the delivery thereof, in particular those relating to transport, even if the price was established carriage paid or if we organize its transport. It is up to the Purchaser to take out all requisite insurance at his expense.
4.3. Purchaser cannot refuse partial deliveries.
Article 5 – Delivery times
Unless there is an explicit guarantee given in our special terms and conditions, the delivery times mentioned in our special terms and conditions are not firm times. Our liability can only be engaged after we are given notice and if the delay is substantial and attributable to gross negligence on our part.
Article 6 – Retention of title
The equipment delivered remains our property until full payment of the invoice, even in the event of transformation or incorporation to other goods.
Article 7 – Approval
The equipment is deemed to have been accepted by the Purchaser eight calendar days at the latest after delivery, unless there is a specific detailed complaint that he shall send to us by registered letter prior to the expiration of this deadline.
The acceptance will cover all visible defects, in other words, all those that the Purchaser was able to detect at the time of delivery or in the eight calendar days that followed, by thorough attentive inspections, in particular those relating to the characteristics and operation of the equipment.
When the equipment is not in conformity with specifications or is affected by a defect, we shall, at our choosing, undertake to replace it, repair it or send a credit note for the return of the equipment, with the exclusion of any damages.
Article 8 – Warranty
8.1. We guarantee the equipment we sell against hidden defects for one year, starting from the date of delivery under the following terms and conditions, unless otherwise stipulated in individual clauses.
8.2. The warranty can only be implemented if the following conditions are present:
- defect renders the apparatus unfit, to a great extent, for the use for which it is normally intended or for a special use explicitly mentioned in the special terms and conditions of sale;
- the apparatus has been properly assembled and installed;
- the apparatus has been used under normal conditions.
In particular, the warranty does not cover repairs necessitated by an abnormal installation or abnormal use compared with our instructions for use or with what is indicated on the order form, or by the incompetence or negligence of Purchasers or operators, or by a blatant violation of the proper procedure for maintenance, modification, disassembly or repair of the apparatus by a person who does not have the requisite professional qualifications.
Likewise, the warranty shall not apply when the order form stipulates that we must be responsible for putting the apparatus into service and Purchaser or a third party has carried it out or tried to do so prior to our intervention.
8.3. In order to be able to invoke the warranty, the Purchaser must notify us of any complaint relating to hidden defects by registered letter within a maximum of 48 months after having noticed or from the time he should have normally noticed the defects.
8.4. Our warranty is limited, as we choose, to the free repair (parts and labour) or to the replacement of the defective apparatus, with the exclusion of cancelling the sale or paying damages.
Bearing the risks and costs himself, the Purchaser must send the defective apparatus back to our premises so that it may be repaired or replaced.
Article 9 – Limitation of liabilities
From the date of the delivery, we shall no longer accept any liability other those that which are provided for under Articles 7 and 8.
Consequently, we are not liable for any damages for damage/loss to goods other than the equipment sold, loss of revenue or any other damage or loss stemming directly or indirectly from any defects in the apparatuses.
Article 10 – Force majeure
The following are deemed as cases of force majeure, authorising us to suspend the performance of our obligations or to cancel the contract without compensation: partial or total strikes, riots, lock-outs, bad weather, machinery breakdown, fire or any other reason beyond our control that prevents the normal performance of our obligations.
Article 11 – Cancellation of the sale
We are entitled to cancel the sale, ipso jure, by notifying the Purchaser of our intention by registered letter, in the event of serious breach by Purchaser of one of his contractual obligations, in particular, if he refrains from taking delivery of the apparatus within the time limit allotted under Article 4.3., if he is late by more than 30 calendar days for the payment of an invoice, or if it proves that he will not perform, or there is a serious risk that he will not perform one of his main contractual obligations, even before this obligation becomes due.
In the event of cancellation of the sale in application of the paragraph hereinabove, the Purchaser shall be liable for a lump sum payment for damages in the amount of 15 % of the sale price, with a minimum of 65 Euro.
Article 12 – Intellectual property rights
We reserve all rights on our documents, drawings, films, plans, diagrams, tools used, offers and documentation, even if they are given to the Customer. In the case of a study, we are authorised to retain the documents that were used to develop and design the project.
Article 13 – Privacy & personal data
Article 14 – Jurisdiction and applicable law
The courts and tribunals at the location of Liège shall have exclusive jurisdiction for any dispute relating directly or indirectly to our contractual relationship(s) with the Purchaser.
Our contractual relationship with the Purchaser is governed by Belgian law.