1- Application and Deviations
The present general sales conditions are applicable to all SOS Noukie’s contractual transactions between the parties, notwithstanding any other stipulations on order forms or any other documents issued by the Buyer. Derogation is allowed only by express written agreement. Even then, the general sales conditions will apply for all the remaining items.
2- Offers and Order Confirmation
Each order binds the Buyer, but only binds the Seller after written confirmation, delivery or invoicing. Only written quotations issued by the Seller will be considered as valid, for the indicated period. If no period is indicated, the quotations remain valid for 15 days. After this term, and if an order is placed, the Seller has the right to accept or to refuse the order or to change its conditions.
3- Pricing
The indicated prices include VAT and taxes that would be due in the country of the Seller. In the event of import duties payable in the country of the Buyer, those duties will be supported by the Buyer.
4- Terms of delivery
The goods are send off within 30 days after the acceptance of the order by the seller. In the event of delivery after this period, the buyer has the right to cancel his order, without compensation.
5- Transport
Delivery to EU countries – Dom-Tom territories (France) excluded – and Switzerland : the goods are dispatched by post, paid by the Seller, at Buyer’s risks. The Buyer has however the opportunity to ask for guaranteed express delivery. In this case, additional costs of EUR 10 per order will be charged to the Buyer. Delivery to other countries : dispatch costs (guaranteed express delivery) amount to EUR 25 per order and will be charged to the Buyer. These delivery terms and conditions are applicable for orders amounting to EUR 500 maximum. For orders above this amount, delivery costs will be communicated by the Seller to the Buyer and added to the price of the goods.
6- Retention of title
The right to ownership of the delivered goods is transferred to the Buyer when the Buyer has fulfilled all obligations connected with this delivery, in particular in respect of the complete payment of the invoices. Up to that time, the goods cannot and must not be pawned or sold and the Seller retain the right to take back or demand the goods that belong to him. However, all the risks for the goods are to the charge of the Buyer as soon as the goods are put at his disposal.
7- Acceptance
The goods are deemed to have been accepted if no complaint has been lodged by registered mail within 8 days following their receipt.
8- Complaints / Returns
The buyer has the right to return the merchandise to the seller within 8 days folllowing the delivery. It this delay is not respected, the seller will not accept any complaint about or cosequent return of the merchandise. The goods must be returned in their original state The goods will be refunded within 30 days after the reception in our warehouse. The transport costs will only be refunded if there was an error on our part and if the the buyer had opted for express transport
Are considered visible defects : any defects of the delivered goods which may show during an inspection, even a thorough inspection, but without using special, uncommon means of inspection (for example inspection of washability, shrink-resistance, etc...). Defects relating to sizes, colours, cut and presentation of the goods are considered visible defects. If the complaint is deemed founded, the Seller reserve the right to either replace the delivered goods or accept their return and credit them.
If the goods have hidden defects causing damage to the Buyer, the latter shall inform the Seller and provide all the elements relating to the damage, so that the Seller can institute proceedings against his own supplier in view of the integral compensation of the damage suffered by the parties concerned. On penalty of nullity, the Buyer shall inform the Seller of the existence of a hidden defect by registered mail within 7 calendar days after the defect has been ascertained. Failing a compromise or a settlement out of court, the Buyer shall, on penalty of nullity, institute legal proceedings within 3 months after ascertainment of the hidden defect and in any case within 6 months after delivery of the goods.
Even if a complaint is lodged within the prescribed terms, the Buyer shall not return the goods without prior written agreement by the Seller. If the return of the goods is granted by the Seller, this return shall in no way constitute an acknowledgement which may be detrimental to the Seller.
Recourse against the Seller in the case of a complaint for non-conformity (visible defects, hidden defects) is in any case limited to the amount of the invoice for the goods concerned. Any other form of compensation is excluded.
9- Force Majeure – Acts of God
If the Seller or its suppliers cannot produce and/or deliver as a result of force majeure or other special circumstances such as lack of raw materials, shipping problems or conflicts of any kind (state of war, strike, lock out, unlawful occupation of premises, etc.) the Seller can decide to cancel the further (total or partial) execution of the agreement, or to postpone delivery to a later date than agreed upon, without the Buyer being entitled to any claim of compensation.
10- Payment
Unless provided otherwise in writing, the invoices are payable at the moment the order is placed. In function of the circumstances and in particular when the Seller ascertains a deterioration in the Buyer’s solvency, the Seller is entitled to claim all necessary financial guarantees to ensure the integral execution of his contractual obligations. This claim can be made before or after the delivery or at any moment during the execution of the contract. If the required guarantees are not provided by the Buyer, the Seller shall be entitled to suspend his obligations and to invoke the termination of the whole or part of the contract.
11- Non-Payment
Any invoice not paid on the due date, will legally and without notice of default be increased with 12 percent A.P.R. (Annual Percentage Rate). In addition, each overdue amount will legally be increased by 10 percent with a minimum of a fixed amount of EUR 50 in compensation for the costs incurred for the collection of the outstanding amounts. The default of payment on its due date of a single invoice entitles the Seller to terminate forthwith all ongoing contracts and makes all other invoices immediately payable, irrespective of their due date.
12- Annulments or Breach
In the event of non-payment, the above-mentioned clauses do not in any way keep the Seller from recording the breach of the sales agreement and/or to legally claim its annulment, as well as reimbursement of all damages at the expense of the Buyer. If there is a breach of the sales agreement by the Buyer, or it is annulled by the Buyer, wholly or in part, the latter will owe the Seller a fixed and non-negotiable amount in damages, equal to at least 20 percent of the amount of the annulled or breached sales agreement or part thereof. This does not remove the Seller’s right to seek further compensation for any other additional damages and payment of future expenses to return the goods to the Seller’s premises and/or return them to their original state. In the case the Seller would fail to fulfil his own obligations, the Buyer would be entitled to the same compensation as the Seller would be entitled to, in the opposite case.
13- Intellectual property - copyrights
The delivery of the goods does not imply any transfer of their copyright. Copyrights on the goods remain the sole property of the Seller. The goods or any essential part of the trademarks, drawings, models, patents, etc.. shall not be imitated or copied without prior written consent of the Seller.
14- Applicable Law - Jurisdiction
Any dispute between the Seller and the Buyer arising from the present contract and its execution, shall be governed by Belgian law in general and by the present general sales conditions in particular. The present contract does not fall within the provisions of the Treaty of Vienna of 11 April 1980 on the international sale of goods. In case of litigation the Courts of Brussels shall have sole jurisdiction.
