These terms and conditions apply only to customers who purchase at Grada International. For purchases at Grada France the following conditions apply: http://www.grada.be/conditionsgénérales
1.1 These General Conditions of Sale (the ‘General Conditions’) shall apply to all contracts concluded by Grada International NV (hereinafter the “Seller”) and to quotations issued by the Seller. Departures from these conditions shall be valid only if expressly agreed and indicated in a specially drafted annex duly signed by the Seller.
1.2 Regardless of if and when communicated to the Seller, any general or other conditions of the Client shall apply only if expressly agreed and indicated in a specially drafted annex duly signed by the Seller.
1.3 If any provision in the present General Conditions is in conflict with any special condition of sale, expressly agreed in writing between the Seller and the Client, precedence shall be accorded to the latter. In that case these General Conditions continue to apply nonetheless in respect of all points for which departure is not expressly made in any special conditions of sale.
1.4 If any provision of these General Conditions should be found invalid or is declared void, all the remaining provisions of the contract shall remain in force; the Seller and the Client must then consult in good faith in order to agree a new provision to replace the invalid or voided provision that most nearly approximates the intent of the original provision.
2. Quotations and orders
2.1 Unless otherwise expressly stated in the quotation, all the Seller's quotations are without obligation, including all tenders, price estimates, preliminary calculations, offers, publicity or similar communication whether or not included in the quotation and bind the Seller only after written confirmation of the order from the Seller. Prices stated in the quotation are in all cases valid for a maximum period of thirty (30) days from the quotation date. Printing errors, material errors and errors in calculation in a quotation shall not be binding on the Seller.
2.2 References in a quotation to weight, load and packaging, drawings from the catalogues, the data on the Seller's website and the delivered samples are purely indicative and are not binding on the Seller.
2.3 Unless expressly otherwise stated in the quotation, a contract with the Seller shall not be formed until after the Seller has accepted the order, in writing, by way of confirmation.
Any change to the initial order is valid only if expressly accepted by the Seller, in writing, by way of confirmation.
2.4 The Seller reserves the right to cancel an order entirely or in part, depending on the availability of the goods concerned.
2.5 In the event of cancellation by the Client of an order confirmed by the Seller, within a period of 1 working day after such confirmation, the Client must pay a compensation to the Seller of up to 50% of the order amount, subject to a minimum of € 50. If an order confirmed by the Seller is cancelled by the Client after 1 working day or more after such confirmation, the Client is liable to payment to the Seller of 100% of the order amount.
3.1 The prices, information and characteristics stated in a catalogue, prospectus, technical files, internet or any other document are at all times without obligation and are in no way binding on the Seller. The said documents are for guidance only; the Seller at all times reserves the right to change and update any such documents. Only the prices stated in an order confirmation issued by the Seller are binding on the Seller.
3.2 The price lists that may be published by the Seller are for guidance only and are in no way binding on the Seller.
3.3 Unless otherwise expressly stated, all prices given in a quotation, order confirmation, contract, etc., are EXW Lokeren prices (Incoterms 2000) and do not include VAT.
3.4 Minimum order amount: € 500. For orders less than € 500 we charge an administrative fee of € 50.
3.5 In case of additional deliveries the price and new delivery times are discussed with the Client. If that situation arises the newly negotiated conditions shall not affect the existing conditions of the first order.
4. Delivery times
4.1 The Seller aims to meet a delivery period of 15 working days from the date of confirmation of the order.
Use is always made of the Seller's express service, working to a target reduced delivery time for an additional charge of 40% of the gross order price.
4.2 The stated delivery times are always for guidance only and do not entail any obligation for the Seller. A delivery period does not begin until after the last of the following dates: (i) the date of order confirmation, (ii) the date on which the Client must give the Seller additional information to ensure correct execution of an order, (iii) the date of payment of the advance owed by the Client, or (iv) the date of change of the order during its execution.
4.3 The fact of non-delivery of the goods within the expected delivery period shall in no case give the Client the right to terminate or to make arrangement for termination of the contract in any way, suspend his payment obligations or refuse the goods, nor to claim any form of compensation from the Seller. Any Client's penalty clause in that regard, whether or not included in his purchase conditions, cannot engage the liability of the Seller.
5. Force majeure
5.1 Every acceptance of an order by the Seller is subject to unforeseen circumstances ("force majeure"). The term force majeure is here taken to mean, inter alia: total or partial strikes, lock-outs, accidents, transport shutdown, war, terrorism, mobilization, seizure or attachment, failure to obtain permits, non-availability of raw materials, sickness in the Seller's workforce, flooding, etc. This list is not exhaustive. In the event of force majeure affecting the Seller, the Seller's obligations to the Client shall be suspended for as long as the situation of force majeure persists.
5.2 Once a situation of force majeure has persisted for more than sixty (60) days the Client and the Seller are entitled to cancel the order without the requirement of the Seller's or Client’s prior consent. The Client may in that case not demand any compensation from the Seller. Goods or services that may happen to be already delivered or provided by the Seller under the contract shall be charged pro rata.
6. Transport and acceptance of the goods
6.1 Each consignment of sold goods or delivery to another destination is always at the risk of the Client, the transport, where appropriate and unless otherwise agreed by the parties, being selected by the Seller on behalf of the Client. Any insurance, customs costs, etc. concerning the transport are always defrayed by the Client. The Client must consequently, at his own expense, purchase the necessary insurances up to the time of effective delivery and acceptance of the goods. In the absence of such insurances the Seller has the right to postpone delivery until he receives proof from the Client that the necessary insurances have in fact been purchased.
6.2 Deliveries by the Seller are always EXW Lokeren (Incoterms 2000), in accordance with Article 4. At the Client's request, and after written confirmation by the Seller, the delivery may be made to an address other than the Client's address (e.g., a building or construction site). If the ordered goods are not collected by the Client on the delivery date, the Seller has the right to charge the Client for any resultant storage costs incurred, this in accordance with Article 11.1 below.
6.3 If the Seller delivers goods on europallets, these shall be charged to the Client. If the europallets are returned in good condition to the Seller, then the deposit paid by the Client for the europallets shall be refunded to the Client. The Seller shall never be obliged to take back from the Client a greater number of europallets than supplied to the Client in the original order.
7. Confidential information - Intellectual property rights
7.1 The Client guarantees that all technical information received from the Seller, before and after conclusion of the contract, shall be treated with the utmost confidentiality. Information shall in any case be regarded as confidential is so indicated by the Seller. Information is also regarded as confidential if its confidential nature may reasonably be supposed. Under no circumstances may the Client copy or disclose to third parties technical information, which at all times remains the property of the Seller. The sale of any goods produced and/or sold by the Seller may not in any way not be construed as transfer of intellectual property rights.
7.2 Designs, studies and any other documents placed by the Seller at the disposal of the Client remain the property of the Seller and must be returned to the latter on first request. Even if a specific cost is charged to the Client for their use or if developed at the Client's request, none of the intellectual property rights in the designs (e.g., plans, prototypes, samples, scale models, etc.), the studies and documents of the Seller, may be disclosed to third parties, reproduced or used without express prior written consent from the Seller and, in any case, no longer than the duration for use granted by the Seller.
7.3 Under no circumstances may the Client, without prior written consent from the Seller, sell any of the Seller's products under any of the Seller's trademarks or names. The Seller reserves the right to modify his products compared with the information given in the relevant documents.
7.4 The Client shall at all times respect the Seller's public image and good name and may act in such a way as to the Seller into disrepute.
8.1 The Client must inspect the goods immediately on delivery; more particularly, the Client must check the delivery for compliance as regards visible defects. The Client must report all visible damage, caused by the transport, on the carrier’s delivery document. The Client must inform the Seller by registered letter, within eight days of delivery of the goods, otherwise the complaint will be considered as having lapsed. The Client's proviso 'subject to unpacking of delivery' is not accepted as a complaint and shall in no way alter the set time limit. The notice of complaint must contain a detailed description of the alleged defects. The Client must respond in good time, otherwise the complaint can no longer be given consideration. The use (or resale) of a delivery or any part thereof constitutes irrefutable and irrevocable acceptance by the Client of the whole delivery.
The Client must notify the Seller, by registered letter, regarding hidden defects within eight days of their detection; otherwise such complaints shall be deemed to have lapsed.
The 'short term' between the Parties, referred to in Article 1648 of the Civil Code, is a period of 2 months following discovery of the defect.
8.2 In case of a visible or hidden defect brought to the Seller's attention in good time, the Seller has the right to simply exchange the goods in question. The Seller may never be compelled to replace or take back delivered goods. Goods shall be taken back only with the Seller's prior written consent. In case of written consent from the Seller, the Seller himself shall take the initiative for collection of the returnable goods at his own expense. In that case the Client must store the goods for return in their original condition.
8.3 In case of a visible or hidden defect brought to the Seller's attention in good time and in accordance with the present Article 8, whereby the Seller, in accordance with Article 8.2 above, decides to replace the goods, the Seller is not liable to payment of any further compensation. In case of demonstrable contractual fault in non-replacement the compensation to be paid by the Seller is always subject to a maximum limit of the price of the concerned goods, excluding VAT. Under no circumstances shall the Seller be liable to payment of any compensation for indirect or intangible damage (including, but not limited to, loss of profit, missed opportunities, other consequential damage, etc.).
8.4 The Seller may not in any case be held liable for any damage to or defect in the delivered goods that can be ascribed to unprofessional transport, stocking and/or installation executed by the Client. Nor may the Seller be held liable for damage resulting from incorrect use of the goods or use for which the goods are not intended, or negligence of incorrect installation by the Client.
8.5 Any liability of the Seller with regard to the delivered goods is limited to a period of 12 months after delivery of the goods. After that period the Client may no longer hold the Seller liable for any defects in the delivered goods.
9. Reservation of title
9.1 The delivered goods remain the property of the Seller until the Client effects payment in full of the capital, costs and interests. Until payment is effected in full of the price for the goods, any additional costs, the due interests and any compensation, the Seller may at any time, at his first request and without service of notice of default or any other formalities, repossess the goods at the expense of the Client. In that case any received advance payment is acquired by the Seller by way of compensation.
If the Client pays by cheque the time of cashing of the cheque is taken as time of full payment.
The Client therefore undertakes, as long as the price is not paid in full, not to dispose of the delivered good, not to immobilize them through incorporation, not to process them nor to place them under any real property (security) pledge. The Client undertakes to inform the Seller immediately if he learns of any seizure or attachment on the delivered goods for which payment (in full) has not been effected.
9.2 This reservation of title shall likewise apply in case of bankruptcy and in case of legal reorganization of the Client.
9.3 If, however, the Client has already sold the unpaid goods on to third parties, the Seller is then subrogated in the rights of the Client and may demand from those third parties direct payment or, in case of non-payment by the concerned third party to the Client, demand return of the delivered goods, this on the understanding that the Seller may not demand any amount higher than that which is the Client owes to the Seller. The Client is obliged to hand over immediately to the Seller any amounts that he may have received from these third parties.
9.4 The Client to whom the sold goods are delivered before payment in full, in accordance with aforementioned Article 9.1, shall affix to the sold goods in question a clearly visible sign clearly and legibly indicating that the goods in question remain the property of the Seller. In that case the Client shall immediately inform the creditor-pledge holder and the lessor of the situation by registered letter and send a copy of the letter to the Seller.
10.1 Unless expressly stated otherwise on the invoice, the invoice shall be paid within thirty (30) days of the invoice date. Disputes or complaints, even if valid, do not suspend the Client's obligation to pay. All the Seller's invoices are always payable to the Seller's head office, even if bills of exchange are drawn.
10.2 If the invoice has not been paid in full on the due date, the Seller has the right to suspend all current undertakings vis-à-vis the concerned Client, with immediate effect, until such time as the invoice is paid.
10.3 If the invoice has not been paid in full on the due date the Client is liable automatically and without service of notice of default, to payment of interest on the owed amount at a rate equal to the rate of interest applicable on the due date pursuant to the Law of 2 August 2002 combating late payment in commercial transactions, subject to a minimum of 8% on an annual basis, plus a further 3%. In case of non-payment on the due date the Client is also liable, automatically and without service of notice of default, to payment of a flat-rate compensation of 10% of the total invoice amount (including VAT), subject to a 150 EUR and a maximum of 3 750 EUR, whether or not a period of respite is granted, without prejudice to the Seller's right to press for higher compensation for demonstrably higher loss.
10.4 Failure to pay any given invoice on the due date (in whole or in part) will automatically cause all sums due to the Seller from the same Client on the basis of other invoices to become due in full immediately, automatically, and without notice of default.
10.5 If an invoice is not paid in full on the due date, the Seller may, automatically and without service of notice of default, immediately repossess the delivered goods.
10.6 The drawing and/or acceptance of bills of exchange or other negotiable instruments does not imply any novation of debt and shall in no way adversely affect the applicability of the present General Conditions.
10.7 If the Client fails to honour any one of his essential obligations, such as prompt payment of the Seller's invoices, the Seller has the right to terminate the contract without prior judicial authorization, without service of notice of default and with immediate effect.
10.8 Without prejudice to Article 8 the Client must present any protest concerning the invoice within eight (8) days of receipt, otherwise the right to protest is forfeited and, in the absence of any protest, the Client is regarded as having accepted the invoice incontestably.
11. Goods in stock
11.1 Goods that, on the initiative of the Client, cannot be delivered on the planned delivery date, cannot be kept in stock for more than 5 days after the confirmed delivery date and will be invoiced at that time. As from the next month the storage costs are charged a rato 1% per month on the value of the stocked goods.
12. Guarantees to be provided by the Client
12.1 The Client to provide the Seller's credit insurer with all information that the credit insurer may deem necessary for assessment of the Client's creditworthiness.
12.2 If the amount owed by a Client to the Seller, meaning the sum of unpaid invoices plus the value of orders still to be executed by the Seller, exceeds the limit set for that particular Client by the Seller's credit insurer, the Seller has the right to suspend all his obligations towards that Client with immediate effect until the amount owed by that Client to the Seller (including any amounts that would have become owed by the Client to the Seller if the Seller had executed the suspended obligations) returns to a level below that prescribed limit.
12.3 If the Seller's confidence in the Client's creditworthiness is undermined by a court decision against the Client and/or by other indictable events that damage or might damage the Seller's confidence in the correct execution of the obligations assumed by the Client, the Seller has the right to ask the Client for a suitable guarantee. Should the Client refuse to provide a suitable guarantee, the Seller then has the right to cancel the order in whole or in part, even if all of the goods or only some of the goods have already been dispatched. In that case the Client becomes liable, automatically and without formal notice of default, to payment of a flat-rate compensation of 10% of the price of the order, without prejudice to the Seller's right to press for higher compensation for demonstrably higher loss.
13.1 In case of dispute in connection with the contractual relation between Seller and Client (e.g., sent quotations, etc.), including the present General Conditions, the Parties shall first seek to settle their differences through amicable negotiation or, in case of mutual agreement, through submitting the dispute for settlement to one or more recognized mediators.
13.2 All disputes arising from the contractual relation between Seller and Client (e.g., contract, sent quotations, etc.), including the present General Conditions, whereby no settlement can be reached between Seller and Client on the basis of aforementioned Article 13.1, fall within the exclusive jurisdiction of the Courts of Law of the District of East Flanders (Belgium), Division Ghent.
13.3 The contractual relation between Seller and Client (e.g., contract, sent quotations, etc.), including the present General Conditions, is exclusively governed by Belgian law, exception being made in respect of international private law (including the Convention of the International Sale of Goods, signed in Vienna on 11 April 1980, and the New York Covenant on the International Sale of Goods of 14 June 1974 and all other possible treaties, covenants and conventions applicable in respect of international sale and purchase).
14. Responsibility for studies, advice, specifications or quotations
14.1 Unless some other specific agreement is made, the Seller may under no circumstances be held liable for any advice, studies, drawings or proposals that it may provide free of charge and in good faith. The Client should consequently make arrangement to be assisted by a legal advisor, an engineer or an architect in order to examine the technical feasibility of his project and the suitability of material to be ordered.
15. Suspension and dissolution
15.1 If the Client fails to honour (all or certain of) his obligations as set out in the present General Conditions or in any other agreement concluded with the Seller), all obligations of the Seller vis-à-vis the Client are automatically (and therefore without requiring service of notice of default) suspended until such time as the Client fulfils his obligations, regardless of the particular agreement or arrangement from which those obligations may issue.
15.2 If the Client persists in failing to honour his obligations within a period of eight (8) days after formal notice of default from the Seller, served by registered letter, the Seller has the right to terminate all or certain agreements concluded with the Client and to demand compensation. Furthermore any amounts not yet due and payable, plus the collection costs, immediately also become due and payable. Any advance payments already paid then remain acquired by the Seller by way of compensation.
16.1 Interventions shall be charged at whatever rates happen to be valid at the time.