TERMS OF SALES

Article 1. - Application of our general sales conditions

The present general sales conditions apply to all orders placed by the buyer, and apply to all our sales contracts, including any additional service. These general sales conditions exclude all general and special sales conditions for the buyer, except in case of a written agreement by the seller. In case of absence of a written agreement of the seller, no deviation from the current conditions is permitted. Any direct or indirect order will only be accepted by the seller upon written confirmation to the buyer or by the actual delivery of the products.

Our conditions prevail in all cases over those of our partners or suppliers. In the event of a contradiction, the conditions of our company will apply to the contract. If the conditions of one of our business relationships provide for the same type of clause, it is considered non-existent so as to allow us to treat our legal relationships under our own general conditions. In any case, it is considered that the contract was born at the headquarters of our company through the exchange of letters arriving or departing there. In order to avoid conflicts and to attract the attention of the co-contractor of our company, this clause is written both on the first page of the contract or offer and as the first article of our conditions appearing on the back of the document used by our company. Company.

Article 2. - Offers and confirmations

Our offers are established without obligation. They will only take effect upon our formal acceptance by fax or email with electronic signature. Purchase orders returned by customers are considered approved without reservation and are binding on the customer. Prices are indicative and may be revised depending on price changes from our suppliers.

Article 3. - Refusing an order – cancellation or non-execution of an order.

If the seller refuses an order, for which he will not have to give any reason, he will only be required to repay any advance received, excluding any compensation whatsoever. If, with the prior written agreement of the seller, the buyer is allowed to cancel his order, he will be due to pay a fixed compensation of at least 25% of the price of the order, plus VAT with a lump sum of 250 € excluding VAT

Article 4. - Taxes

All taxes generally of any nature which apply to materials, products, services, or transport are the responsibility of the customer, including those which would be applied between the birth of the contract and its execution.

Article 5. - Delivery and risks

Our products remain our property until payment is complete unless agreed in writing by our company. The goods always travel at the customer's risk even when the price is stipulated free of carriage. The customer is always required to provide on the delivery date the labor and materials necessary to ensure unloading without risks and without excessive delays.

If the customer does not do so, our company will be entitled to charge the cost of the additional costs borne by our company for delivery and unloading.

Our company or its subcontractors will not be liable for damage caused to the property of the client or third parties in the client's care. Our liability can only be engaged in the context of the above if we prove gross negligence or fraud on the part of our company.

When delivering free of charge to a truck, construction site or store, the customer must provide normal and safe access. Our company has the right to refuse delivery if the premises cannot be approached safely. If this is not possible we reserve the right to deliver close to the planned location in a nearby location that respects safety for our vehicles and staff. In this case, the customer will not be able to raise any complaints and the goods will be at his own risk where they have been deposited.

The goods supplied are not taken back; if this is the case for commercial purposes and without recognition, the goods will be taken back for 80% of the invoiced price, the difference of 20% serving irrevocably to cover our administrative, management and handling costs.

Article 6. - Packaging

Packaging which is invoiced to the customer separately must be returned free of charge in good condition and within a maximum period of 30 days in order to be reimbursed.

Packaging returned in poor condition will be kept by our company at the customer's risk for 15 days before being destroyed.

Article 7. - Acceptance and complaints - Samples

No complaint will be accepted if it is not formulated by the customer precisely by registered letter or fax sent by the customer to our company within 3 days of delivery.

The above point does not apply in the event of a hidden defect which must be reported as soon as it appears within 8 days to be admissible and noted contradictorily.

The goods supplied which are the subject of a complaint must be stored intact and without delay by the customer so that they do not deteriorate and are as they were when unloaded. This measure is necessary to allow our company to make the necessary findings to verify whether the customer's complaint is valid and accepted.

If the complaint is found to be founded, the obligations of our company will be limited to the replacement of the goods recognized as defective, to the exclusion of any other compensation (transport, various administrative costs, etc., etc.).

Except in the case of a hidden defect, the implementation of the materials and the start of use constitutes approval and it is impossible to formulate the slightest complaint thereafter. The products sold by our company must be paid according to the scheduled deadlines even if there is a complaint made by the customer.

The products sold will be checked upon delivery with the driver or carrier. The quantities and remarks mentioned on the delivery note, the consignment note or the CMR bind the parties and therefore the customer who will no longer be able to make complaints after signing the above documents.

If the quality of the materials is called into question, our liability if accepted will only relate to the value of the goods without other costs and/or to the intervention of the manufacturer or supplier of our company.

The samples can only reflect an average model approximating the finished product of which they are not a faithful reproduction or for example the perfect shade of color. Due to the nature of the material or the complexity of the nuances in certain areas such as colors, the customer is required to accept reasonable deviations in quality, shade, color, thickness, dimension, straightness or the calibration of the products supplied.

Our company cannot be held responsible for an aesthetic defect, at least minor, in the materials after their implementation and even if they are part of a single order.

Article 8. - Delivery times - Force majeure

Delivery times are given as an indication and are not binding on us unless mentioned by our services on the final order form.

Delivery times only take effect upon agreement on a firm and complete order.

Even if a delay is planned, our company is not responsible for a delay if this is due to a case of force majeure. This notion refers to a situation which imposes itself on a normally prudent and reasonable person. This is the case a sudden occurrence of any event such as for example, with a natural disaster, a riot, a strike, a theft, an accident on the route taken by the delivery person, or difficult weather conditions, without this being exemplary.

The same applies to the supply of products which are dependent on delivery times for our suppliers who may suffer the same type of inconvenience.

If a case of force majeure arises both for delivery and for other obligations which may weigh on our company, our obligations and in particular the delivery time will be adjusted not only by a reasonable period but according to the difficulties inherent in the case which arises. present (new prices to be calculated, means of transport to be put in place, administrative procedures, etc.).

Article 9. - Subcontracting and assignment. 

SOAGRIS is entitled to subcontract or to assign to a third party the order, in whole or partly, without the prior agreement of the buyer

Article 10. - Payments

Unless stipulated differently, our mentioned prices are exclusive of VAT and any other taxes or costs. The selling price is the one stated in our price-list at the time of the conclusion of the sale or the price mentioned in our offers or in effect at the time of placing the order. In view to payment, the seller reserves the right to require warranties to his benefit, such as for example, an exchange, a certified check or a bank guarantee. The seller may optionally request a deposit of 40% of the value of the order. 

The buyer allows the seller to globally revise agreed prices, to a maximum amount of 30% of this price and in function of the increase, among other things, between the moment of closing the sale and its execution, of the actual cost of the following parameters: products, raw materials, wages, energy and price fluctuation between the purchase currency of the raw materials and / or products and selling currencies of the products, this means that these parameters apply to the extent of the amount corresponding with the costs they represent. Unless otherwise agreed, all invoices are payable in Euros, cash and without discount, at the registered office of the seller. Any dispute regarding an invoice must be served, on penalty of non-opposability, to the seller by registered letter at the latest within 10 days of receipt of the goods and, when failing to comply with this, the request will not be taken into account.

The customer's representatives are not authorized to make payments for the customer. The invoices are therefore portable and non-requestable, the obligation of payment by the customer is therefore made at the headquarters of our company via their bank account number.

Any late payment of an invoice, even partially due, automatically results in the obligation to pay conventional interest of 12% per year without formal notice. The customer will also automatically owe without formal notice a conventional penalty of 15% of the amount of the unpaid invoice when due with a minimum of €75. The acceptance of a bill by our company does not entail novation and the obligations arising from the initial contract will remain, including these general conditions. Protest or other costs will in any case be borne by the customer. The non-commercial customer benefits from the same rights.

Failure to pay, even partially, also results in the immediate payment of all other debts of the customer which are not paid, including bills of exchange which have not yet expired. Payment facilities that would have been granted by our company are also revoked.

Natural persons who have come to us to conclude the contract in the name and on behalf of others, in particular a company, will be personally held to the commitments arising from the contract if it turns out that these persons did not have the power to bind others or the legal entity. These people are aware of the responsibility they incur.

If the customer requests to send the invoice to a third party in relation to the offer, the customer remains jointly and severally liable for payment of the invoice.

If the customer has other contracts in progress with our company, these will be automatically terminated without formal notice or legal proceedings. Our company may therefore suspend its obligations under these agreements.

If the customer uses the data transmitted by our company with a competing company, he will have to pay the price originally proposed by our company without prejudice to our company seeking damages for appropriation of the work or the intellectual work of others.

Article 11. - Termination

In the event of a substantial change in the situation of one party to the contract, the other party may terminate the agreement. Modifications include death, bankruptcy, placement under guardianship or liquidation.

Article 12. - Liability

In his capacity as guardian of the equipment, the tenant is, from delivery of the equipment, for the entire duration of the rental and until return of the rented equipment, solely responsible towards any third party, including the lessor. , any bodily, material or immaterial damage caused directly or indirectly by the equipment or during its use, whatever the cause, even if the damage is due to a construction or assembly defect. It guarantees the lessor against any possible claims by third parties.

Likewise, until the equipment is returned, the tenant is solely responsible for the risks of any damage, theft, loss, partial or total destruction of the equipment, whatever the cause, even if it is a fortuitous event or force majeure.

The customer will be entitled to compensation from our company if the fault of our company is proven in his regard, regardless of the contract concluded with the customer.

To assess everyone's obligations, our company draws the customer's attention to the fact that the latter, before any implementation, must read the technical specifications of the product according to the manufacturer's technical specifications.

The customer is presumed to have received the specifications, and if this is not the case, he must request them by fax or mail otherwise he will not be able to engage our liability in the event of a problem. Given the number of products sold and the large number of customers, this clause is very important to respect. We cannot be held responsible if the customer does not follow the manufacturer's instructions for use.

The warranty and its duration for the products is that imposed on us by the manufacturers.

Article 13. - Reservation of ownership

Our company reserves ownership of the goods sold until full payment and the risks will be borne by the customer until full payment has taken place, including interest and costs.

If we take back an unpaid product, we may retain the deposits as administrative and collection costs.

This clause applies both to relationships between professionals and to consumers.

The customer cannot resell the goods until full payment has been made to our credit.

The customer undertakes to inform our company of any proceedings to which he may be subject, in particular seizures.

Article 14. - Actuation of the present general conditions of sale. 

The fact that the seller does not effectuate one provision, or a part of a provision of the present general sales conditions, can in no case be interpreted in a waiver on his part, and the buyer can’t use this afterwards as reason of waiver or put into questioning any other condition stipulated

Article 15. - Applicable law and disputes

Belgian law is applicable to agreements concluded by our company and governed in particular by these contractual clauses.

The French version takes precedence over other versions in another language.

The contract is considered to be concluded at our headquarters and the French language will be that of the agreement and any incidents that may follow.

In the event of a dispute, in all cases, and as the agreement arose from the departure of our company, it is the judge at our head office who will have jurisdiction.

It is further clearly understood that the obligations on the part of the customer arising from this contract must be carried out at the home or head office of our company.

The Court or the Justice of the Peace at the head office of SOAGRIS Namur, has in any case sole jurisdiction.

Article 16. - Invalidity or non-opposability 

The invalidity or non-opposability of one of the above stipulated provisions or part there of, for any reason whatsoever, shall in no case result in the invalidity or non-opposability of the other provisions of the present general sales conditions.