Algemene voorwaarden

  1. The general terms and conditions as set out below shall apply to all of- fers, orders, buy and sale contracts, deliveries of, with and by NV STAS. They form integrally part of each agreement concluded with the client. The general terms and conditions of the client are explicitly excluded from ap- plication even if they have been communicated after these conditions. The client that places an order with us, accepts unconditionally these general terms and conditions.
  2. Orders placed through our representatives are only binding for us af- ter confirmation. The content of said confirmation shall form the definitive contract. Our prices and offers are nonbinding and without any obligation upon us. All our price-offers, prices and/or other notifications stated in pri- celists, catalogues, correspondence and other pieces, are drafted in good faith, though only approximately edited. All legal taxes and costs are char- geable to the client.
  3. The goods shall be supplied and accepted in our warehouses, before their departure. The goods shall always be transported at the responsibility and at the risk of the client, even when they are sold franco. Unless agreed otherwise in writing, all costs of transport, transfer, load and offload are chargeable to the client.
  4. Any delivery term is only approximately stated. The delivery term is not binding upon NV STAS, unless both parties have accepted explicitly and in writing such term to be binding between them. The terms of delivery only commence after receipt of a duly and completely accepted order. The deli- very terms are automatically extended in case the documents or information, necessary for a good execution of the order, are sent to us too late, even if such delay is not attributable to the client. Force majeure and delays which can be entirely or partially attributed to the customer, third party or our subcontractors, suppliers, transporters or consignors shall give our company the right to terminate entirely or partially the agreement or to suspend the execution thereof, without any right to compensation for damages for the customer. The stated delivery term can never be invoked to terminate or to dissolve the agreement. Additional work ordered during construction of the materials shall also be billed upon completion of the materials. The client admits to be fully informed about the technical and functional specifications, inherent to the purchased goods. When the client does not accept the goods within 48 hours after the notification of availability of the goods, the additio- nal costs for storage etc. shall be born by the client. Should the goods not be collected within 14 days after notification of availability, NV STAS preserves the right to dissolve the agreement. The storage of the goods, pending the collection of them by the client, is at the risk of the client.
  5. When the buyer collects the goods, he accepts the visible defects of the goods. Complaints of visible defects must be notified by the buyer in writing by making a note on the delivery slip. After signature of the bill of reception by the buyer, no more complaints for visible defects will be accepted. In case of refusal by the client to sign the delivery slip, the goods are deemed to be accepted except when the buyer protests motivated in writing within 24 hours from delivery. In case of non-conformity, NV STAS shall at its dis- cretion either replace or repair the damaged goods, all without any right to additional indemnity. Complaints for hidden defects must be notified to us in writing with a clear description of the defects. Any legal claim of hidden defects lapses if it is not introduced before court within two months after the discovery of the defect. The guarantee shall include repair or replacement of defective pieces, at the discretion of the seller. All costs for transport, work hours, etc. shall be at the expense of the buyer. Complaints, even though they are legitimate, do not give the right to the client to postpone the further execution of any contract with NV STAS.
  6. Our liability shall always be limited to the value of the defective goods or parts notwithstanding any other stipulations that limit our liability. We can in no case be held liable for indirect damages such as compensation for deprivation of use or compensation to persons or objects, nor for any other consequential damage. Notwithstanding the foregoing, in case a binding delivery term is not complied with, the liability of NV STAS is in any case limited to maximum 3% of the contract price and in case of termination of the agreement at the burden of NV STAS, to a maximum of 10% of the contract price. Our liability and guarantee (both legal and conventional) lapse as from the moment the goods, or parts thereof, are modified or processed without our intervention and approval, or when they are resold. The goods may not be sent back to us without our prior written consent. Our consent to take back the goods shall in no way constitute an acknowledgement of our liability. If the buyer determines the construction of the goods, it shall be liable for the construction and NV Stas cannot be held to any guarantee or control regarding the construction.
  7. Events of force majeure, including those suffered by our suppliers or any other supplier in the supply chain, shall release us from any liability and obligation. The buyer accepts the following as cases of force majeure: sta- te of war, fire, explosions, heavy snow, inundations, lack of raw materials, accidents, total or partial strikes, political events causing our production, provisioning or shipping to be interrupted, breakage of machines, lock-out and, in general, all reasons that could interfere with the normal course of our activities.
  8. All our invoices are to be paid cash on delivery, without any discount nor the right to compensate, in Waregem, three days after STAS NV has notified the customer that the ordered goods are produced and are ready for collection or, in the absence of such a written notification, upon delivery. Discounts shall only be valid insofar as agreed upon in writing. In the event of late payment of any amount due, late interest in the amount of 12% per year shall be legally due without the requirement for prior notice of default. Furthermore, non-payment of the invoice on the due date will result in an increase of the due amount with 10% with a minimum of 250 EUR and a maximum of 3.000 EUR as of the 10th day after notice of default. Upon non-payment of an invoice on the due date, all other sums due shall become immediately payable, regardless of payment conditions granted previously. Upon non or partial payment of an invoice, NV STAS shall have legally the right to hold back the goods that may still be in their warehouses, this to ensure payment by the customer. If we accept bills of exchange in payment from the customer, the collection and discount costs shall be for the account of the customer. If we allow the customer to pay in several instalments, if necessary by bills of exchange on the various due dates, upon non-payment of any of the bills of exchange on the due date the entire outstanding balan- ce shall become immediately payable, without the need for prior notice of default. Complaints concerning the invoice must be noticed within eight (8) days after the date of the invoice by means of a motivated registered letter under penalty of loss of rights.
  9. Any termination, cessation or cancellation of an order or contract by or at the burden of the customer, gives us the right to an indemnification with a fixed minimum set at 20% of the total contract price, without prejudice for NV STAS’ right to claim full compensation for all damages. In such case, NV STAS has the right to delay any further deliveries or to cancel outstanding contracts with the customer, without the intervention of a judge, without any prior notice of default, without any right to an indemnification for the client, notwithstanding the possibility to claim compensation for the effective da- mages incurred by NV STAS, the forfeit minimum of which is fixed at 20% of the contract price. NV STAS has the right to terminate with immediate effect the contracts with their customers without any legal intervention and without any prior notice of default in case the customer refuses to comply with the demand of NV STAS in accordance with article 11 of these general terms and conditions, in case in the course of the execution of the contract the financial situation of the customer changes substantially so that the insolvency of the customer or the loss of guarantees for the debts receivable should be feared, or in case of bankruptcy of the customer. If NV STAS, in accordance with this article of these general terms and conditions, opts for the termination of the contract, NV STAS has the right to reclaim the sold goods. In such case, the whole contract price is due, as well as the interest, costs and penalty clause, after deduction of an amount equal to the actual value of the returned goods.
  10. The goods shall remain our property until the moment of full payment of their price. The buyer agrees not to sell or hand over the goods to a third party as long as they are still our property. In the event of non respect of this prohibition, a fixed sum as compensation for damages in the amount of 50% of the sales price shall be due by the buyer. If the merchandise is, nevertheless, sold, then the right to the sales price resulting thereof shall replace the delivered goods. The buyer recognizes that this retention of title clause has been communicated to and accepted by him before the delivery of the goods. This retention of title does not interfere with the fact that all risks of loss and/or damage of the goods and/or third parties are the exclusive responsibility of the buyer. In case advance payments have been done, these payments remain for NV STAS in order to compensate the possible losses for resell. Putting unpaid goods or goods owned by NV STAS in pawn or giving them as a guarantee is only allowed after formal and explicit approval of NV STAS. The customer must report every seizure within the shortest possible delay to NV STAS.
  11. In any case, NV STAS reserves the right to claim satisfactory guarantees of payment or advance payments from the client before or during the executi- on of the contract. NV STAS has the right to delay the remaining deliveries in case the buyer does not comply with the demand of NV STAS or if the buyer does not comply with the agreed due dates of payment, even if an explicit delivery date should have been agreed upon. In such case, NV STAS also has the right to claim damages for the delay in delivery or the non-execution of the contract. In case of late payment or in case the claim of NV STAS is not complied with within one month, NV STAS has the right to legally and imme- diately end the contract, without the right for the buyer to claim damages. In such case the buyer will need to pay an indemnification to NV STAS of which the minimum is set at a fixed compensation of 20% of the total delivery price, barring proof of greater damages.
  12. NV STAS and the customer explicitly state that all receivables of any kind, present and future, that they have towards each other, will between them automatically be compensated with all debts of any kind, present and future, that they owe towards each other, and this at the moment of the existence of the respective debts and receivables, notwithstanding their payability. In case of bankruptcy or dissolution of the customer or in case the customer requests an insolvency procedure in accordance with the Law of 31.01.2009, at the moment of bankruptcy, dissolution or request by the customer of any of the procedures of the Law of 31.01.2009, NV STAS will have the right to compensate the most recent still existing debts, payable or not payable, present or future of any kind, with the at that moment still existing debts in favor of NV STAS, before doing a deposit to the joint credi- tors of the bankrupt, dissoluted or the Law of 31.012009 invoking customer.
  13. All contracts concluded with NV STAS are submitted to Belgian law. In case of dispute, the Courts of the Judicial Jurisdiction of Kortrijk are exclusively competent. The offer of an exchange bill does not change the competence of the courts.

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