General terms and conditions
GENERAL TERMS AND CONDITIONS
Unless otherwise agreed in writing, the following general terms and conditions apply to the parties and are applicable to all offers, orders, sales agreements and deliveries of, with and by KONSTRUKTIEWERKHUIZEN STAS NV (hereinafter “STAS NV”). They form an integral part of every agreement concluded with the client and apply without prejudice to any other terms and conditions (such as, inter alia, the warranty conditions applicable to the goods) that are concluded between STAS NV and the client. By placing an order, the client declares agreement with the content and applicability of these general terms and conditions, acknowledges having effective knowledge of them beforehand, and expressly waives the application of his own general (purchase) terms and conditions.
2.1 Any orders received (directly or via (trade) intermediaries of STAS NV) are only valid and bind STAS NV insofar as they have been confirmed in writing by STAS NV itself. The contents of this confirmation constitute the final sales agreement. The weights and/or dimensions of goods stated in offers, order confirmations or invoices are only approximate and are not binding to STAS NV.
2.2 Orders are invoiced at the prices stated in the sales agreement. The costs of any and all possible legal taxes and charges are always borne by the client.
2.3 STAS NV expressly reserves the right to increase the agreed price if, upon concluding the agreement with the client, one or more cost price factors (including, but not limited to, the prices of raw materials, energy, labour and any other government levy) experience a demonstrable increase of at least 10%, even if this occurs as a result of foreseeable circumstances. STAS NV shall inform the client of the new price in writing or by e-mail. [If the client does not accept the new price, the client has the option to terminate the agreement by registered letter. If STAS NV has not received this cancellation no later than 15 days after notification of the new price, the client is deemed to have accepted the new price.]
- Delivery and risk
3.1 Unless otherwise agreed in writing, any goods will be delivered by STAS NV in accordance with Incoterms® 2020 Ex Works (designated warehouse of STAS NV).
3.2 The delivery times communicated, even in an order confirmation, are always indicative, approximate, and unbinding, unless the parties have expressly agreed in writing beforehand that compliance with the delivery times is binding. They only commence upon receipt of a regular and fully accepted order. Any delivery period will in any case be extended in the event of force majeure (as described in Article 6.1 of these general terms and conditions) or in the event of late sending of documentation and/or any information necessary for the proper execution of the order by STAS NV, even if this delay is not attributable to the client. Non-compliance with the specified delivery period cannot be invoked under any circumstances by the client as a reason to terminate or dissolve the agreement.
3.3 In the event of limited availability of some or all of the raw materials or parts STAS NV needs for the production of its goods, STAS NV has the right to distribute its available stock or goods among its clients according to a standard it deems fair and right in order to accept and execute orders accordingly.
3.4 Any additional works ordered during the construction of the goods shall be charged upon completion of the goods. The client acknowledges that he has been fully informed of all the characteristics and technical specifications related specifically to the goods to be delivered. If the client is not in receipt of the goods within 48 hours, calculated from the time of notification that the goods have been made available, all further costs for storage, etc. will be borne by the client. If the goods are not collected within 14 days of the notification of availability, STAS NV reserves the right to dissolve the agreement with the client. The storage of the goods pending delivery or collection is at the risk of the client.
- Non-conformity and (visible) defects
4.1 The receipt of the goods covers the visible defects of the goods. Complaints due to visible defects and/or non-conformity must be formulated by the client in writing on the delivery note. After the client has signed the delivery note, no complaints for visible defects will be accepted. If the client refuses to sign the delivery note, the goods are deemed to have been accepted unless the client protests in writing and with reasons within 24 hours of delivery. In the event of non-conformity, STAS NV shall, at its own discretion, replace or repair the defective goods within a reasonable period of time, all without the client’s right to any (additional) compensation.
4.2 Without prejudice to the application of the warranty conditions with regard to the relevant goods and terms and conditions stipulated therein, complaints due to hidden defects must be immediately notified to STAS NV in writing with a clear description of the defects. Any legal claim based on hidden defects lapses if it is not instituted within two weeks of discovery of the defect. The guarantee includes the repair or replacement of the defective parts at the discretion of STAS NV. All costs for transport, working hours, etc., shall be borne by the client. Complaints of any nature whatsoever, even if they are justified, do not entitle the client to suspend further execution of any agreement with STAS NV.
Without prejudice to the application of any other provisions that limit liability, STAS NV’s liability is in all cases, even in the event of dissolution, always limited to a maximum of the value of the defective goods or parts. STAS NV cannot be held liable under any circumstances for any (form of) indirect damage, such as compensation for loss of use, damage caused to persons or property, damage suffered by third parties, or any other consequential damage. Without prejudice to the foregoing, the liability of STAS NV in the event of non-compliance with a binding delivery term is limited to a maximum of 3% of the purchase price, and in the event of dissolution of the purchase at the expense of STAS NV, is limited to a maximum of 10% of the purchase price. The liability and (legal and conventional) guarantees of STAS NV lapse as soon as the goods, or parts thereof, have been processed or sold on without intervention and/or approval from STAS NV. The goods may not be returned without prior written consent from STAS NV. An agreement to take back the goods does not constitute an admission of liability. If the client imposes or prescribes a specific construction to STAS NV, the client is solely responsible for this and STAS NV is not obliged to provide any guarantees or checks.
- Force majeure/changed circumstances
6.1 STAS NV is not liable for non-compliance with its contractual obligations if this non-compliance is due to a situation of force majeure, such as, but not limited to, (operational) accidents, labour disputes, disruptions, strikes or a lack of labour, lockout, embargo, machine breakdown, material, fuel, raw material or electricity/energy shortages, fire, flood, earthquake or other natural disaster, war or civil unrest, terrorism or terrorist threats, epidemics and/or pandemics (including any resulting governmental action), priorities required, requested or granted by the authorities, legal or regulatory restrictions, force majeure on the part of a supplier or subcontractor and errors or delays attributable to third parties, or other causes, whether or not similar to the causes listed above. STAS NV is not obliged to prove the unaccountable and unforeseeable nature of the circumstance that constitutes force majeure. In such a case, STAS NV has the right to suspend the performance of its obligations in whole or in part, or to terminate the agreement in whole or in part, without the client being entitled to any compensation. In any event, the period in which STAS NV must perform its contractual obligations will be extended by the duration of these circumstances.
6.2 If STAS NV can no longer perform its contractual obligations, it shall inform the client of this in writing, and in any case no later than 14 days after the start of the circumstances underlying this non-compliance.
6.3 If the situation of force majeure lasts longer than 3 months, the client has the right to revoke all or part of the agreement. In this case, neither party is entitled to any compensation from the other party. In such a case, STAS NV agrees to immediately repay the client any amounts already paid by the client in the context of the agreement.
6.4 If a change in economic circumstances (which could not reasonably have been foreseen at the time of concluding the agreement) results in an unreasonable or disproportionate burden for STAS NV to perform the agreement, STAS NV may, after notifying the client, require the parties meet and negotiate in good faith in order to conduct a fair review of the agreement and ensure STAS NV does not suffer undue damage and/or to restore the balance. If no agreement is reached within a period of 90 days after this notification, STAS NV may terminate the agreement without compensation, subject to 30 days’ written notice by registered letter to the other party.
All invoices are payable in cash, net and without discount or set-off in Waregem, three days after STAS NV has informed the client that the ordered goods have been completed and are available for collection, or in the absence of such written notification, upon delivery. Discounts are only valid insofar as they have been agreed in writing. In the event of late payment of any sum due, default interest of 12% per year is owed on the outstanding amount by operation of law and without prior notice of default, and the outstanding amount shall be automatically increased by 10% on the tenth day after notice of default, with the minimum being €250 and the maximum being €3,000. Failure to pay one invoice on the due date will cause all other due amounts to become immediately due and payable, regardless of the previously permitted payment terms. Due to total or partial non-payment, STAS NV has, by operation of law, a right of retention over the goods still in its workshops to act as security for payment on the part of the client. If STAS NV accepts bills of exchange from the client for payment, the collection and discount costs are at the client’s expense. In addition, if STAS NV allows the client to pay in instalments, if necessary by bills of exchange on different due dates, the non-payment of a single bill of exchange on the due date will make the entire outstanding amount due at once without prior notice of default being required. Complaints with regard to the invoice must, under penalty of forfeiture, be sent by registered letter, stating the reasons, within 8 days of the invoice date.
- Advance and late payment
8.1 STAS NV is in any case entitled to demand payment of an advance or a bank guarantee from the client before delivering the goods or continuing the delivery. STAS NV is entitled to suspend any remaining deliveries if the client does not meet the aforementioned requirement or if the client has not respected the agreed payment terms, even in the event that a binding delivery term has been expressly agreed between the parties. In the aforementioned circumstances, STAS NV also has the right to claim compensation for the damage it has suffered as a result of the delay in delivery or the non-performance of the agreement.
8.2 In the event of late payment or failure to comply with STAS NV’s requirement to pay the advance or to provide a bank guarantee for payment, STAS NV is entitled to terminate the agreement with immediate effect and by operation of law, without any compensation to the client. In such a case, however, the client shall owe compensation to STAS NV, the minimum of which is fixed at 20% of the agreed price of the goods, the excess to be proven by STAS NV.
- Termination, cancellation and dissolution
9.1 Any termination, cancellation or dissolution of an order or agreement by or at the expense of the client entitles STAS NV to compensation, the minimum fixed amount of which is set at 20% of the agreed price, the excess to be proven by STAS NV. In these cases, STAS NV also has the right to suspend all further deliveries with regard to the client and/or to dissolve all agreements entered into with the client, without judicial intervention, without prior notice of default, without compensation for the client, and without prejudice to the right to compensation for STAS NV, the minimum of which is fixed at 20% of the agreed price, the excess to be proven by STAS NV.
9.2 STAS NV has the right to dissolve agreements with the client with immediate effect without judicial intervention, prior notice of default or any obligation to pay compensation if the client refuses to comply with the requirement of STAS NV in application of Article 8 of these general terms and conditions, or if the client’s financial situation changes to such an extent during the execution of the agreement that there is a fear of insolvency, the loss of guarantees for his claim, or if the client is in a state of bankruptcy.
9.3 If STAS NV opts for the dissolution of the agreement in accordance with this Article 9 of these general terms and conditions, STAS NV has the right to reclaim the delivered goods. In that case, the full invoice amount, as well as interest, costs and damages, remain due by the client after crediting an amount equal to the actual value of the repossessed goods.
- Retention of title
The goods remain the property of STAS NV until the client has fully paid all debts owed to STAS NV. The client undertakes not to sell or hand over the goods to third parties as long as they remain the property of STAS NV. In the event of non-compliance with this prohibition, fixed compensation of 50% of the sales price shall be owed by the client. Where appropriate, the deferred retention of title applies, or the retention of title extends to the price for which the client has resold the goods, or to the claim resulting therefrom for the client. The client acknowledges notification of this retention of title clause and accepts said clause before the delivery of the goods. However, this retention of title in favour of STAS NV does not prevent all risks of loss and/or damage to the goods and/or third parties being the sole responsibility of the client from the moment of delivery of the goods. Any advances paid by the client will always remain acquired by STAS NV as compensation for possible losses in the event of resale of the goods. The pledging or guaranteeing of goods that have not been paid for, or goods that are still owned by STAS NV, is only permitted with express written consent from STAS NV. The client must report any (form of) seizure of such goods to STAS NV immediately.
- Debt equation
STAS NV and the client expressly declare that all, current and future, claims of whatever nature they have towards each other will be automatically compensated between them with all, current and future, debts of whatever nature that they owe to each other, and this at the time the respective claims and debts arise, irrespective of their claimability. In the event of bankruptcy or dissolution of the client, or if the client requests the judicial reorganisation procedure, STAS NV shall have the right to charge the costs of these latter outstanding claims, of whatever nature, whether or not due and payable at the time of the bankruptcy, dissolution or client request for the judicial reorganisation procedure, against the debts still existing at the same time in favour of STAS NV, before any payment is made to the joint creditors of the bankrupt, dissolved or client under the judicial reorganisation procedure.
If one (in whole or in part) or more provisions of these terms and conditions, or any other terms and conditions (such as, inter alia, guarantee terms) should be unenforceable or void, this will not affect the validity or enforceability of the other provisions or that part of the provision that is enforceable or not void. In such an event, the parties shall negotiate in good faith to replace the conflicting or unenforceable provision with a legally valid and enforceable provision that most closely matches the purpose and intent of the original provision.
- Applicable law and jurisdiction
All agreements concluded with STAS NV are subject to Belgian law, to the exclusion of the United Nations Convention dated 11 April 1980 concerning Contracts for the International Sale of Goods and the Convention dated 14 June 1974 concerning the Limitation Period for the International Sale of Goods. In the event of a dispute, only the courts of Ghent, Kortrijk division, are competent. Presentation of the bill of exchange does not change the competence of the court.