A. GENERAL
1. Vendi Machinery B.V. is a company with registered office located at 3650 Dilsen-Stokkem (BE), Veldsteeg 18, with company number 0738.552.951, which specializes in the import and export and purchase and sale of used machinery (hereinafter referred to as “Vendi Machinery”). Vendi Machinery does not have any control over the information regarding this machinery and depends on the obtained information from its own suppliers.
2. These conditions shall apply to all quotes and agreements for the purchase/sale of goods and/or on the instruction of Vendi Machinery B.V., insofar as not stipulated otherwise in the quote or agreement.
3. Additions or exceptions to these conditions must be agreed in advance and in writing; these additions and exceptions shall only apply for the agreement for which they are made.
4. The rights and obligations arising from agreements between Vendi Machinery and client may not be transferred by client to third parties, except with the written consent in advance of Vendi Machinery.
B. QUOTATIONS/AGREEMENTS
1. All quotes shall be valid for a period of eight (8) days, unless otherwise agreed in advance and in writing.
2. An agreement shall only be deemed to have been legally concluded after Vendi Machinery has confirmed the order in writing or a start has been made on the execution of the order. The contents of the agreement shall be determined by the proposal and/or confirmation of order of Vendi Machinery and these general conditions.
C. PRICES
1. All price quotations and the prices which Vendi Machinery charges are the prices applicable at the time of the quotation excluding VAT and other costs attaching to the agreement, such as taxes and levies.
2. Where after making a quotation a change occurs to one of the factors determining the price, Vendi Machinery shall be entitled to revise the prices accordingly, even where the agreement has in the meantime been concluded. Vendi Machinery shall inform the client of any price revisions including the reason(s) for said adjustments.
3. Price revisions of more than ten (10)% shall give the client the right to cancel the agreement, provided this is done in writing and within seven (7) days of receipt of the notification of the price revision. A cancellation as indicated above shall not give the client any right to compensation for any damage whatsoever.
D. PAYMENT
1. Client shall be obliged to pay all invoices before delivery of the goods in question ( = payment in advance), unless otherwise agreed in advance and in writing.
2. Where invoices are not paid in accordance with paragraph 1, client shall be in default simply by the passing of the agreed payment date, without any notice of default being required for this, irrespective of whether the exceeding of such payment date is the fault of client. Notwithstanding the other rights accruing to it, default, Vendi Machinery will be entitled to interest per month started, amounting to 1% on the outstanding amount due from the due date. Furthermore, as of the client’s default, a 10% penalty clause is payable in favour of Vendi Machinery and at the customer’s expense. All extrajudicial and judicial costs incurred by Vendi Machinery by virtue of a dispute with client, both as plaintiff and as defendant, shall be for account of client.
3. Reference dates are the due date of the invoice and the date on which it is paid. In case of late payment any adverse exchange rate difference shall be for account of client.
4. Incoming payments shall serve to first settle the longest outstanding invoices/items including interest and costs.
E. DELIVERY TIME, TRANSPORTATION, RISK
1. Client is responsible for transportation of the purchased machinery. Vendi Machinery is not responsible for transportation of the machinery, unless otherwise agreed in advance and in writing. In any case, Client shall bear any cost of transport and delivery.
2. When a time of delivery is mentioned or agreed upon in a quote and/or confirmation of order, it shall not be regarded as a deadline, not even if this is expressly accepted by client. In case of late delivery, Vendi Machinery will not be liable as transport is the responsibility of the client.
3. The time of delivery mentioned or agreed shall in any case, but not exclusively, be automatically extended by the period(s) during which:
• There is a delay in the supply and/or dispatch and/or of any other circumstances temporarily holding up the execution, irrespective of whether this can be blamed on Vendi Machinery;
• Client defaults in one or more obligations towards Vendi Machinery or there is a justified fear that he will default in these, irrespective of whether the reasons for the default are justified or not;
• Client does not put Vendi Machinery in a position to execute the agreement; this situation occurs among other things where client remains in default of notifying the place of delivery or making available data, goods or facilities necessary for the execution
4. Client himself is responsible for the delivery of the goods, unless otherwise agreed in advance and in writing. Therefore all goods shall be transported for account and risk of client, even where the dispatch is made carriage paid.
5. If client does not receive the goods or makes it impossible to receive the goods, Vendi Machinery is not obliged to a refund.
6. If necessary, the client will take out insurance for the transport risk.
F. INSPECTION
Client shall have the right, for own account, to inspect the goods before delivery at a time and place determined by Vendi Machinery, unless otherwise agreed upon.
G. GUARANTEE/CLAIM
1. The goods supplied by Vendi Machinery shall meet the specifications as set out in the corresponding purchase contract. No guarantee shall be given except for the legal guarantee in the case that the Client is a consumer (“consument”) according to Belgian law.
2. Vendi Machinery gives no guarantee regarding the correctness of the amount of working hours registered on any purchased machines.
3. On pain of claiming lapse of its right, client must notify Vendi Machinery in writing of any complaints relating to the level of the invoiced amount and/or visible deficiencies in the goods within 3 days after receipt or delivery, giving an accurate description of the complaints. For all other claims a period of 5 days after the defects became known of should have become known shall apply. The goods in question must be made available to Vendi Machinery for examination upon first request.
4. A claim is not possible where:
• The goods have been used for a purpose other than that for which they are normally intended or in the opinion of Vendi Machinery they have been used or transported
injudiciously of have been repaired by client or a third party;
• The damage has been caused by negligence of client (e.g. by insufficient maintenance) or by client having acted contrary to instructions, indications and advice of Vendi Machinery;
• Client has not fulfilled his obligations towards Vendi Machinery (both financially and otherwise).
5. The handling of a claim shall not suspend the payment obligation of client.
6. Where apart from the cases described above consideration is given to a complaint, this shall be carried out entirely without obligation and client may not derive any rights from it.
H. NON-FULFILMENT/CANCELLATION/SUSPENSION
1. Vendi Machinery shall be authorised to cancel the agreement in full or in part or to suspend the execution, with immediate effect, without judicial intervention, notwithstanding the other rights to which it is entitled (to fulfilment and/or compensation), where:
• Client acts in contravention of any provision of the agreement between parties;
• Client applies for suspension of payment or makes an application for adjudication of bankruptcy;
• Bankruptcy of client was declared;
• The business of client is shut down or liquidated.
2. Any claim against client shall be in de abovementioned situations immediately payable, without Vendi Machinery being held to any compensation or guarantee.
3. Vendi Machinery has the right to invite the client in writing to provide a written document that proves sufficient guarantee of payment. Client is obliged to provide said document within 7 days of the date said invitation was sent. The provision of paragraph 1 of this article shall apply accordingly if the client has failed to provide such document after the 7-day period has expired.
4. In the event that client exceeds the term of payment and/or receipt by more than fourteen (14) days, without being obliged to issue any further notice Vendi Machinery is entitled to resell the goods sold to client, in which case the customer forfeits any down payment made to Vendi Machinery as compensation for losses incurred, unless the customer is able to prove that the losses incurred by Vendi Machinery are less than the down payment. This down payment is therefore non-refundable.
I. RETENTION RIGHT
Vendi Machinery shall be authorised to suspend the fulfilment of the obligation to deliver goods of client, which he has in his possession by virtue of the order, until the claim of Vendi Machinery regarding these goods has been paid in full including interest and costs.
J. RETENTION OF TITLE
1. Vendi Machinery reserves ownership of all goods delivered or to be delivered by Vendi Machinery under any agreement and/or of work carried out within the scope of delivery, until payment in full by the client. Vendi Machinery shall be authorised in the cases mentioned in article H to take back the goods delivered which have remained its property in accordance with the previous paragraph. Such taking back shall be deemed to be cancellation of the agreement(s) signed with client. Client hereby authorises Vendi Machinery where necessary irrevocably, to remove or cause to be removed the goods in question from where they are located.
K. LIABILITY
1. The fulfilment of the obligations under guarantee/claim as described in article G shall apply as sole and full compensation. Any other claim for compensation, including claims for trading losses (losses due to stoppage, loss of income and any other consequential losses of whatever nature) and losses incurred as a result of liability in relation to third parties are also expressly excluded, unless intent or gross negligence by Vendi Machinery or managerial subordinates is involved.
2. Vendi Machinery shall also not be liable for intent or (gross) negligence of (non-managerial) subordinates or of others which it has called in by virtue of the execution of the agreement.
3. Vendi Machinery shall not accept any liability of advice given by or on behalf of it.
4. Vendi Machinery shall not be liable for damage to motor vehicles of third parties which are located on its site.
L. FORCE MAJEURE
Force majeure shall be understood in the sense of these general conditions to be any circumstance outside the will and agency of Vendi Machinery, whether or not foreseeable at the time of entering into the agreement, as a result of which fulfilment may not reasonably be demanded of Vendi Machinery, such as war, government measures, lack of raw materials, factory or transport disruptions of any nature whatever, strikes, lockout or lack of personnel, quarantine, epidemics, hold-ups due to frost, default of third parties called in by Vendi Machinery for the execution of the agreement, etc.
M. PARTIAL NULLITY
Should one or more provisions from this agreement with client not be or not be entirely legally valid, the other provisions shall be fully maintained. Parties shall work together to replace the (partially) invalid provision by another provision comes as close as possible to the intention of parties and the economic result sought after by them in a legally effective way.
N. PLACE OF FULFILMENT, APPLICABLE LAW, COMPETENT COURT
1. The seat of Vendi Machinery shall be the place where client must fulfil his obligations towards Vendi Machinery, being 3650 Dilsen-Stokkem (BE).
2. Only Belgian law is applicable to all quotes, agreements, and disputes.
3. All disputes which may arise as a result of the agreement signed between client and Vendi Machinery, of from further agreements, which may follow them, shall be settled by the competent courts of the arrondissement of Antwerp, division Hasselt.
O. CONFLICT OF LANGUAGE
1. These terms and conditions exist in Dutch and in English. Should any provisions of these versions contradict one another, the Dutch provisions shall prevail.
