1. All our agreements are governed by these conditions of sale, which cannot be rendered inoperative by the client, either tacitly or explicitly. By virtue of having placed the order, the purchaser is assumed to know and accept them.
2. Each order is binding on the purchaser.
3.Delivery dates are indicative. They do not form an essential condition of the contract, unless agreed otherwise.
The term delivery date is used to mean the date on which the goods leave our warehouses.
4. For each delivery the following deviations are considered normal:
A. Number of threads: 5%
B. Length and width: 3%
C. Weight: 5%
5. The quantities of fabrics to be delivered that require a special production with or without name woven in may be 10 t.h. higher or lower.
6. All goods are sent for account and at the risk of the purchaser, even if they are sent carriage paid. Goods are only insured at the explicit request of the client.
7. Complaints due to reasons other than hidden defects are null and void if they are not filed in writing within eight days after the receipt of the goods or if the goods have been used in any way. If a complaint is found to be justified and gives rise to compensation for damages, the amount of this compensation shall always be limited to the sale value of the goods. The seller will in no circumstances be held liable for any compensation other than repair or, if necessary, replacement of the goods.
8. The goods may not be returned without the written permission of the seller and this permission shall in no way mean acknowledgement.
9. Cases that must be attributed to force majeure or unforeseeable circumstances shall legally suspend the periods of performance of obligations of the parties. Nonetheless each party has the right to terminate the contract without any compensation if the extension due to this results in a delay of more than sixty days.
The additional delay after notice of default shall not be suspended by cases of force majeure or unforeseeable circumstances.
10. If the purchaser fails to execute this contract or another contract with the purchaser fully or partially, the purchaser may legally suspend the fulfilment of his own obligations and without notice of default.
Moreover, the seller will keep without prejudice his right to compensation for loss of profit at a rate of 25%.
In this case immediately and not later than 48 hours after receipt of the notification the purchaser shall make the identifiable goods available to the seller.
The purchaser also retains the right to institute proceedings for enforced execution.
11. All payments shall be made at Lauwe and are only valid if signed by us.
Collection at our clients is not a derogation of this clause
12. Our normal payment terms are 30 days end of month, unless agreed otherwise. First payments should be paid in advance, unless agreed otherwise.
13. Interest of 12% per year shall be owed legally and without prior warning on all payments not settled on the due date
14. In case of full or partial non-payment on the due date as a consequence of negligence or bad faith and following an unsuccessful formal notice, the outstanding balance shall be increased by 10% according to conventional penalty clause, with a minimum of 50 EUR and a maximum of 2500 EUR, irrespective of interest and charges and eventual extra delay granted.
Moreover, in the event of default of any amount, or in the event of a change in the client's financial position, all debts not previously due will immediately become due and payable.
15. As a mutual guarantee and commitment to swift dispute settlement by arbitration, the Belgische Arbitrage Instelling - B.A.I. (Belgian Institute of Arbitration) is responsible for the appointment of arbitrators who are competent to mediate in any dispute in accordance with its operational regulations, which can be obtained free of charge from B.A.I, Lieven Bauwensstraat 20, 8200 Bruges (tel. 050-32.35.95; fax 050-45.60.74). This clause forms an integral part of the conditions of sale, and supersedes any clause on competence that states otherwise.
TRANSFER OF PROPERTY (U.K.)
a. The title on the goods shall pass to the Buyer only when payment in full has been received by the Seller for all goods whatsoever supplied (and all services rendered)
at any time by the Seller to the Buyer.
The Buyer shall permit the servants or agents of the Seller to enter on to the Buyer's premises and repossess the goods at any time prior thereto.
b. As long as payment has not been effected the Buyer cannot sell pledge or offer goods as guarantee or collateral security.
c. Should the goods (or any of them) be converted into a new product, whether or not such conversion involves the admixture of any other goods or thing whatsoever and in whatever proportions, the conversion shall be deemed to have been effected on behalf of the Seller and the Seller shall have the full legal and beneficial ownership of the new products, but without accepting any liability whatsoever is respect of such converted goods in relation to any third party, and the Buyer hereby indemnifies the Seller in relation thereto.
d. In the case of non-payment at the due date and upon demand the Buyer must return forthwith to the Seller all merchandise unpaid for.
16. We reserve the right, during the execution of the order, to claim for special guarantees of payment, and in case same are not obtained, to take only disposal preserving our interests.
17. The issue of drafts or any other arrangements will not alter or renovate the conditions of the present contract.
18. The seller is entitled to submit any controversy, resulting from the present order, to any Belgian Court in this jurisdiction.
19. If there are indisputable due debts and receivables between seller and client, seller has the legal right to compensate.
TRANSFER OF PROPERTY (U.K.)
a. The title on the goods shall pass to the Buyer only when payment in full has been received by the Seller for all goods whatsoever supplied (and all services rendered) at any time by the Seller to the Buyer. The Buyer shall permit the servants or agents of the Seller to enter on to the Buyer's premises and repossess the goods at any time prior thereto.
b. As long as payment has not been effected the Buyer cannot sell pledge or offer goods as guarantee or collateral security.
c. Should the goods (or any of them) be converted into a new product, whether or not such conversion involves the admixture of any other goods or thing whatsoever and in whatever proportions, the conversion shall be deemed to have been effected on behalf of the Seller and the Seller shall have the full legal and beneficial ownership of the new products, but without accepting any liability whatsoever is respect of such converted goods in relation to any third party, and the Buyer hereby indemnifies the Seller in relation thereto.
d. In the case of non-payment at the due date and upon demand the Buyer must return forthwith to the Seller all merchandise unpaid for.
