Art. 1. Formation of the contract
The contract shall be deemed to have been concluded when, following receipt of an order from the customer, a written or electronic confirmation has been sent, or when the order has been fulfilled without a written confirmation. The subject matter of the order shall be specified in the confirmation of the customer’s order; RESATEC NV’s obligations are limited to the specification set out in the order confirmation.
Any deviations from or additions to the order confirmation, which may be requested by the customer at a later date, must be confirmed in writing and accepted by RESATEC NV. If no written objection has been received by RESATEC NV within eight days, the terms of the order confirmation shall be deemed to have been accepted by the customer.
Art. 2. Prices
All prices quoted are exclusive of VAT, duties and taxes. The applicable duties and taxes are provided for information purposes only and are not binding; the duties and taxes to be borne by the buyer will always be those in force at the time of invoicing.
Unless otherwise agreed, all amounts shall be expressed and paid in euros.
Art. 3. Intellectual property rights
Instructions for use, catalogues, studies, drawings, plans, diagrams, designs, software, data files and documents of any kind provided or sent to the customer by RESATEC NV are provided without obligation unless expressly agreed in writing. They may not be reproduced, copied or disclosed to third parties without our written consent. The provision of these documents is for information purposes only and without any obligation; it shall in no way give rise to any liability on our part.
Art. 4. Delivery
All delivery times are approximate. Late delivery does not entitle the customer to compensation or to the termination or cancellation of the contract. RESATEC NV shall not be liable for delays or non-delivery due to force majeure, which includes, but is not limited to: pandemics, war, strikes, government measures, shortages of raw materials, cyber-attacks, transport problems or disruptions at suppliers.
All goods are dispatched at the buyer’s risk, with carriage paid.
The seller reserves the right to demand guarantees whenever it deems it appropriate, even during the performance of the contract.
Any complaints or visible defects must be reported in writing within five (5) working days of delivery; failing this, the delivery shall be deemed irrevocably accepted.
Unless there is written evidence to the contrary, the invoice date shall be deemed to be the date of delivery.
In the absence of a written objection or complaint within 5 days of delivery, all visible defects are deemed to have been accepted upon delivery.
For shipments under €650, a delivery charge of €25 applies to standard shipments.
Art. 5. Guarantee.
5.1. The warranty provided by RESATEC NV is limited to the repair or replacement, at no cost and at RESATEC NV’s discretion, of any parts supplied that are found to be defective during the warranty period, provided that the defect is the result of faulty design, defective materials or poor workmanship.
5.2. The warranty period commences on the invoice date of the goods.
The repaired or replaced parts are covered to the same extent as the original equipment, but only until the expiry of the warranty granted for the original equipment.
This warranty also covers the labour costs of RESATEC NV staff responsible for replacing the defective parts.
5.3. The warranty does not cover the labour costs of RESATEC NV staff, the repair or replacement of defective parts if the defect is the result of incorrect or improper handling, incorrect or insufficient maintenance, intervention by third parties or unauthorised persons, repairs or replacements not carried out by RESATEC NV or its staff, or any other causes unrelated to the design or the materials used, e.g. faults in the cable network, incorrect mains voltage, excessive humidity, harmful vapours, lightning, fire, bomb blast, cyber incidents, etc. This list is not exhaustive.
5.4. During the warranty period, RESATEC NV shall be entitled to inspect the operation of the equipment, subject to the prior consent of the purchaser, who shall provide RESATEC NV with all reasonable facilities and information necessary to carry out such inspections.
5.5. RESATEC NV’s warranty shall in any event be limited to the invoice value of the goods supplied.
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Art. 6. Liability after delivery
RESATEC NV shall under no circumstances be liable other than as set out in Article 5 of these general terms and conditions. Liability of any kind that goes beyond the obligations set out in Article 5, as well as liability for consequential or indirect damage such as loss of profit, production downtime, data loss, damage to reputation, etc., is therefore expressly excluded.
RESATEC NV shall under no circumstances be held liable:
– for financial, commercial or any other loss or damage caused directly or indirectly by the use or operation of the product, system or installation, even if this occurs during the warranty period;
– for damage caused either by a defect in the product, system or installation, or by the fault of the victim themselves or of a person for whom the victim is responsible. The following, amongst other things, shall be deemed to constitute fault: any use that is not in accordance with normal, prudent use or that contravenes the manual or warnings provided;
– for damage occurring after the resale, relocation, modification or processing of the product, system or installation. The customer undertakes to test the equipment regularly to ensure it is functioning correctly and to inform RESATEC NV immediately in writing in the event of a fault.
The customer undertakes to indemnify RESATEC NV against any claim that third parties may bring against RESATEC NV in relation to the damage referred to in this article.
Art. 7. Retention of title
All goods delivered remain the property of RESATEC NV until full payment of the price, including interest and costs.
The retention of title extends to all outstanding claims that RESATEC NV has against the customer, including those arising from previous or subsequent transactions.
In the event of non-payment, RESATEC NV is entitled to repossess the goods, regardless of their location. The customer undertakes to grant unrestricted access for this purpose.
From the moment of delivery, the buyer shall bear liability and the risk for any damage caused to the goods delivered, including loss and theft.
Art. 8. Terms of payment
Invoices are payable in cash by the due date specified. In the event of late payment, the following amounts shall be due by operation of law and without notice of default:
- default interest in accordance with the Act of 2 August 2002 on combating late payment in commercial transactions;
- a fixed compensation of €40 per unpaid invoice
- a fixed compensation of 10% of the invoice amount, subject to a minimum of €100.
In the event of non-payment, RESATEC NV reserves the right to suspend or cancel further deliveries and services.
The customer’s payment obligations may not be transferred without the written consent of RESATEC NV.
All sums due are non-transferable.
All contracts are governed exclusively by Belgian law. Bills of exchange or accepted instruments do not constitute a waiver of these two clauses. Whatever the terms and conditions of the other party may be, these terms and conditions shall always prevail, unless otherwise expressly agreed.
Art. 9. Disputes
In the event of a dispute, only the courts and magistrates’ courts of the district of Ghent shall have jurisdiction.
Art. 10. Termination
In all cases where the sale or contract is rescinded or terminated by the buyer, the client or the purchaser, the latter undertakes to pay the seller or contractor a lump-sum compensation amounting to 75% of the sale price or contract price.
RESATEC NV is entitled to terminate the contract by operation of law and without prior notice of default in the event of non-payment, bankruptcy, manifest insolvency or the attachment of the customer’s assets.
Article 11. Data Protection
RESATEC NV processes customers’ personal data in accordance with the General Data Protection Regulation (EU 2016/679). Data is used solely for the purpose of fulfilling the contract and is not disclosed to third parties, unless required by law.