General Terms and International Conditions of Sale

1. GENERAL

These general terms and conditions are applicable to business concluded with Belintra NV, a limited liability company duly incorporated and organized under the laws of Belgium, having its registered offices at Aalbroekstraat 25 – BE-9890 Semmerzake (Gavere) – Belgium with legal entities BE 0401 064 712 (hereinafter referred to as “Belintra”).

Amendments and/or additions to these general terms and conditions of sale are only possible by means of a prior written and signed agreement between Belintra and the authorized representative of the other party.

By submitting an order with NV Belintra the other party declares having read and understood these general terms and international conditions of sale, completely and irrevocably agree to the content and applicability thereof on all legal relationships with Belintra and the other party expressly and irrevocably waives its own potential general (purchase) terms and conditions (of sale).

Every purchase order is considered as binding, we do not accept any cancellations.

2. VALIDITY OF OFFERS

All Belintra’s offers are without engagement, unless the offer explicitly states otherwise. An agreement between Belintra and the other party can only be construed as soon as such order has been accepted by Belintra in writing by means of an order confirmation, unless the offer explicitly states otherwise.

Offers of NV Belintra are valid for a period of three months as of the first day following the date of the offer, unless the offer explicitly mentions another term.

In the event the other party cancels an order confirmed by NV Belintra, the other party shall pay NV Belintra automatically and without prior notice a lump sum equal to 30% (thirty percent) of the price of this order, without prejudice to Belintra’s right to pursue higher damages.

The other party undertakes to keep all elements mentioned on the offer and price lists of Belintra strictly confidential.

3. PRICES

All Belintra’s price lists are only indicative and do not bind NV Belintra. Prices specified in the offer confirmation are, unless the order confirmation explicitly mentions otherwise, fixed and final during the mentioned validity term. All prices, mentioned in the price lists, order confirmations, agreements, … are V.A.T. exclusive.

The prices exclude the costs for packaging of the goods, unless confirmed otherwise in the offer and order confirmation.
The prices do not include potential additional assembly and installation work, unless otherwise agreed in the order confirmation.

All prices mentioned in the price list of Belintra, are expressed in EUR, exclusive of V.A.T., or any other taxes and are applicable EXW (Ex-Works) Semmerzake (Inco Terms 2000).

4. DELIVERY

Delivery terms given by Belintra are only indicative and any deviation thereof shall not entitle the other party to terminate the agreement, or to claim any price reduction or for any other form of indemnification.

In case of force majeure the parties will determine in mutual understanding a new delivery date, acceptable to both parties. In case the period of force majeure exceeds 60 (sixty) consecutive calendar days, the other party has the right to cancel the order without any entitlement to additional compensation. The other party is not entitled to any compensation of any damage caused by a late delivery.

5. INVOICING, PAYMENT TERMS AND INTERESTS

All complaints concerning our invoices have to be made in writing and submitted to Belintra’s registered office within 14 (fourteen) calendar days following the date of the invoice. The invoice will be deemed definitively accepted if no written complaint has been made within said term.

For orders up to 49.999,99 EUR – unless agreed otherwise in writing by the Parties – all payments must be made before shipment of the Products.

For orders above 50.000,00 EUR a pre-payment of 30% (thirty percent) is required before Belintra starts executing the order. The remaining 70% (seventy percent) payment – unless agreed otherwise in writing by both Parties – must be made before shipment of the products.

Complaints from the other party with regards to the invoice or disputes between the other party and Belintra do not suspend the payment obligations of the other party.

In accordance with the Belgian Act of August 2nd 2002 concerning the action against payment arrears relating to commercial transactions, in the event payment has not been received on the due date, Belintra is entitled to charge a gross interest (inclusive of any withholding tax applicable thereto) of the Belgian legal interest rate increased by 5 % (five percent) per year and calculated on a daily basis on the outstanding amount of the invoice concerned, without prior notice, ipso jure, and without prejudice to any other right or remedy available to Belintra, as from the due date of the invoice until the date payment has been made in full. Additionally, a lump sum equal to 10% (ten percent) of the outstanding amount of such invoice, with a minimum of 50,00 EUR, shall be due by the Distributor to Belintra as a fixed compensation for administrative costs.

Belintra is at all times entitled to set off any claims the other party may have towards Belintra with the claims Belintra would have towards the other party. Setting off debts by the other party is explicitly forbidden.

6. RETENTION OF OWNERSHIP

The ownership of the goods delivered remains exclusively with Belintra until the price of the goods, including V.A.T., all related sums and potential interests due have been paid in full. Until then, the other party undertakes not to transfer the goods to any third party regardless the legal form of such transfer, nor to encumber the goods with any securities, nor to modify the nature of the goods in any manner, nor to dispose of the goods in any other manner. Additionally, the other party explicitly agrees that Belintra has the right to take back the goods at all times until full payment of the goods.

The risk concerning the goods passes on to the other party upon delivery.
This retention of ownership as provided in this article 6 shall also apply in case of bankruptcy of the other party.

7. LIABILITY, HIDDEN DEFECTS, LATE DELIVERY

The other party shall inspect the goods immediately upon delivery thereof. All complaints and remarks concerning the goods delivered have to be submitted in writing to Belintra’s registered office within 14 (fourteen) calendar days after delivery of the goods concerned. The delivery will be deemed accepted if no written complaint has been made within said term. The goods will be deemed accepted if the other party has been using the goods. All complaints with regard to hidden defects of the goods delivered have to be submitted in writing to Belintra’s registered office within 14 (fourteen) calendar days after discovery thereof. The short term between the parties, as defined in article 1648 of the Belgian Civil Code, amounts to 2 months following the discovery of the hidden defect.

The warranty does only apply if the goods are used appropriately, i.e. in accordance with their intended use as indicated in the potential documentation delivered with the goods and/or in the offer and/or on the warnings disclosed on the goods. The warranty shall not apply (i) for components of the goods that are subject to being worn out in time, (ii) for goods that have been modified by the other party or by any third party, (iii) in case damage would be caused by defects that haven’t been submitted to NV Belintra within the terms set out in article 7

NV Belintra can only be held liable for damage caused by the defects in the goods delivered within the limits set out in the applicable law.

8. WARRANTY FOR DEFECTS AND PRODUCT LIABILITY

Any warranty regarding the goods and any liability for defects of the goods delivered is limited to a period of 24 calendar months as of the delivery date of the goods (hereafter referred to as the “Warranty Term”). The defective product, as stipulated in the warranty conditions, will be repaired and/or replaced free of charge. The other party is responsible for replacement of the parts at Third Party premises. After expiration of the Warranty Term, there shall be no liability whatsoever towards the other party relating to the goods.

The warranty is applicable to the complete range of goods with the exception of certain components subject to wear, such as castors, batteries, …. (non-exhaustive).

See our extensive warranty conditions which can be easily requested via our website: https://belintra.com/en/contact/.

Visible defects to the goods are governed by the provisions of article 7 hereof.

In respect of any hidden defects, the other party shall notify Belintra in writing of any possible defects discovered and/or any complaints or claims made by third parties regarding the goods and/or any products manufactured by the other party incorporating the goods (hereafter referred to as “Third Party Claims”) after delivery and within the Warranty Term (such notification hereafter referred to as the “Claim Notification”).

In order to be valid, any Claim Notification must be transmitted to Belintra immediately and not later than 14 (fourteen) calendar days after discovery of the hidden defect or the date the other party is informed of the Third Party Claim (be it orally or in writing).

Any Claim Notification transmitted to Belintra after expiry of the term set out in article 8 shall be null and void and shall not be accepted by Belintra. Belintra shall have no obligation or liability whatsoever with respect to such late or non-conform Claim Notifications.

9. LIMITATION OF LIABILITY

Any liability of Belintra towards the other party, shall be limited to direct material damages including the costs related to the return of damaged products, excluding any indirect or immaterial damages such as but not limited to loss of profits, missed opportunities, envisaged cost savings or any other consequential damages.

Furthermore, any liability towards the other party shall, at Belintra’s sole discretion, be limited to (i) the replacement of the defective components or goods or (ii) the proven loss, subject to clause 9 not exceeding the price of the relevant components or goods.

Belintra cannot be held liable for any damages to or defects of the goods which are caused by the use of the goods in an inappropriate environment.

Belintra cannot be held liable for any damages to or defects of the goods due to improper or incorrect handling, use or installation of the goods.

10. INTELLECTUAL PROPERTY RIGHTS

Belintra is and remains the sole owner of all industrial and intellectual property rights relating to the goods delivered and the sale of such goods shall never imply any transfer of any intellectual property right. The trademarks of Belintra and/or other signs in any way referring to Belintra and/or its goods or services, shall not be removed from the goods nor be made invisible by the other party. The other party undertakes not to infringe Belintra’s industrial and intellectual property rights and undertakes to promptly notify Belintra in writing of all potential infringements by third parties. In the event a third party pretends that the goods infringe its rights, the other party shall immediately inform Belintra thereof in writing, under penalty of losing all possible remedies against Belintra.

11. APPLICABLE LAW AND COMPETENT COURT

All offers sent by Belintra and all agreements concluded with Belintra (including these general terms and international conditions of sale) shall be governed by Belgian law, excluding the application of international private law (including CISG and other comparable treaties). Any disputes that cannot be solved amicably shall fall under the exclusive jurisdiction of the courts of Ghent, provided that NV Belintra reserves the right to bring any such dispute before any other court that is competent according to Belgian law.