Article 1. Application of our general conditions

Our general conditions are considered accepted by the return of our purchase order and acceptance of the latter. Our conditions take precedence in all cases over those of our partners or suppliers. In the event any discrepancies, it is the conditions of our company that will be applicable to the contract. If the conditions of one of our business relations establish the same type of clause, the latter is considered non-existent so as to allow us to carry out our legal relations under our own general conditions. In any case, it is considered that the contract is created at our company's registered office by the exchange of letters arriving or leaving there. In order to avoid disputes and to draw the attention of the party contracting with this company to this clause, it is written on both the first page of the contract or offer and as the first article of our conditions appearing on the reverse of the document used by our company.

Article 2. Offers and confirmations

Our offers are drafted without obligation. They will be effective only after our formal acceptance by fax or email with electronic signature. Purchase orders sent by customers are considered unreservedly approved and bind the customer. Prices are indicative and can be revised on the basis of changes to our suppliers’ prices.

Article 3. Taxes and duties

Any taxes in general affecting materials or transport are payable by the customer, including those deriving from the stipulation and execution of the contract.

Article 4. Delivery and risks.

  1. Our products remain our property until fully paid for, unless otherwise agreed by our company in writing.
  2. Goods are always transported at the customer's risk, even if delivery is prepaid.
  3. The customer is always obliged to provide by the date of delivery the labour and equipment necessary to ensure risk-free unloading with no excessive delays.
  4. If the customer does not do this, our company will be entitled to bill for any additional costs borne by our company for delivery and unloading.
  5. Our company or its subcontractors will not be liable for damage caused to the customer’s property or that of third parties in the customer's control. We cannot be held liable with regard to the above unless there is proof of gross negligence or fraud on the part of our company.
  6. In the case of free delivery to a truck, building site or warehouse, the customer must provide normal access with proper safety conditions. Our company is entitled to refuse delivery if the premises cannot be approached in complete safety. If this is not possible, we reserve the right to deliver to a place near the intended place that is safe for our vehicles and staff. In this case, the customer may not make a complaint and the goods will be at the customer's risk from where they have been deposited.
  7. The goods supplied are not collected; if this ever occurs for commercial purposes and without acknowledgement, the goods will be collected for 80% of the price invoiced, the 20% difference being used irrevocably to cover our administrative, management and maintenance costs.

Article 5. Packaging

Packaging billed to the customer separately must be returned free of charge in good condition and within a maximum of 30 days in order for the customer 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 6. Acceptance and complaints - Samples

  1. No complaints will be accepted unless formulated by the customer in a precise manner by registered letter or fax sent by the customer to our company within 3 days of delivery.
  2. The above point does not apply in the case of a hidden defect, which must be reported within 8 days of its discovery in order to be admissible and noted by both parties.
  3. Supplied goods that are the subject of a complaint must be put into a warehouse intact and without delay by the customer so that they do not degrade and remain as they were at the time of unloading. This measure is necessary in order to allow our company to make the relevant observations to verify whether the customer’s complaint is valid and accepted.     
  4. If the complaint is recognised to be well-founded, the obligations of our company are limited to replacing the goods recognised as defective, to the exclusion of any other compensation (transport, miscellaneous administrative costs etc.).
  5. Except in the case of hidden defects, the implementation of materials and the commencement of use constitute acceptance and render impossible the formulation of any subsequent complaint.
  6. Products sold by our company must be paid for by the due dates established even if a complaint is formulated by the customer.
  7. Products sold will be checked on delivery by the driver or transporter. The quantities and comments indicated on the delivery note, consignment note or haulage document bind the parties and thus the customer, who may not make any complaints after signing the aforementioned documents.
  8. If the quality of the materials is called into question, our liability, if accepted, will extend only to the value of the goods with no other costs and/or to the intervention of our company's manufacturer or supplier.
  9. Samples can reflect only an average model approximating to the finished product and are therefore not a faithful reproduction and do not, for example, show the exact colour. In view of the nature of the material or complexity of nuances in certain areas such as colours, the customer is obliged to accept reasonable deviations in the quality, shade, colour, thickness, size, straightness or calibration of the products supplied.

Our company may not be held liable for any aesthetic defect, even the most minor, of the materials after they have been used and even if they are part of a single order.

Article 7. Delivery time frames   

  1. Delivery time frames are given as an indication and are not binding on us unless stated otherwise by our services on the final purchase order.
  2. Supply time frames start only after agreement on a firm and complete order.
  3. Even if a time frame is established, our company is not responsible for any exceeding of this time frame if the latter is due to a case of {i>force majeure<i}. This notion is understood as a situation hindering a normally prudent and reasonable person. Examples include natural disasters, riots, strikes, theft, an accident on the road used by the delivery vehicle or difficult weather conditions, merely by way of example.
  4. The same applies for the supply of products affected by delays for our suppliers caused by similar problems.
  5. If a case of {i>force majeure<i} arises either for delivery or for other obligations that may be binding on our company, our obligations and in particular the delivery time frame will be adjusted not only by a reasonable period but on the basis of the difficulties inherent to the case in question (new tariffs to be calculated, means of transport to be put in place, administrative procedures etc.).

Article 8. Payments

  1. Unless there are any specific instructions on this subject, our invoices are payable in cash at our registered address. Customers’ representatives are not qualified to make payments for the customer. Invoices are therefore transferable and non-contestable, with the customer’s payment obligation thus being carried out at the company's registered office via the customer’s bank account number. 
  2. Any delay in payment of an invoice, even in part, by its due date automatically entails with no need for notification the obligation to pay conventional interest of 12% per year. The customer will also, automatically and with no need for notification, owe a conventional fine of 15% of the amount of the invoice not paid by its due date, with a minimum of €50. The acceptance of a bank draft by our company does not entail a novation and the obligations deriving from the initial contract will remain under the present general conditions. Any protest or other charges will in all cases be payable by the customer. Non-commercial customers benefit from the same rights.
  3. Non-payment, even in part, also entails the immediate enforceability of all of the customer’s other debts not yet paid, including bills of exchange not yet due. Any payment facilities agreed by our company are also revoked.
  4. Individuals meeting us to stipulate contracts for and on behalf of others, in particular of a company, are personally bound by the commitments deriving from the contract if it is established that these persons did not have the power to commit others or the legal entity. These persons are aware of their liability.
  5. If the customer asks for the invoice in relation to the offer to be sent to a third party, the customer remains jointly and severally obliged to pay the invoice.
  6. If the customer has other current contracts with our company, these will be automatically terminated with no notification or legal proceedings. Our company may consequently suspend its obligations under these agreements.
  7. If the customer passes data sent by our company on to a competitor, the customer must pay the price proposed initially by our company without prejudice to our company's right to seek damages for appropriation of work or of the intellectual property of others.

Article 9. Termination

In the event of a substantial change in the situation of a party to the contract, the other party may terminate the agreement. In particular death, bankruptcy, placement under supervision and receivership are considered to be changes.

Article 10. Responsibility

The customer will be entitled to compensation from our company if it is proved that our company was at fault in relation to the customer, whatever the contract stipulated with the latter.

To emphasise each party's obligations, our company draws the customer’s attention to the fact that the latter, before any implementation, must be aware of the technical specifications of the product according to the manufacturer's technical instructions.

The customer is presumed to have received the specifications, and in the very unlikely event that this is not the case, the customer must request them by fax or letter, otherwise we shall not be liable if there are any problems. In view of the number of products sold and the large number of customers, it is very important to respect this clause. We shall not be liable if the customer does not respect the manufacturer's recommendations for use.

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

Article 11. Retention of ownership

Our company retains ownership of the goods sold until full payment and risks borne by the customer until complete payment has been made, including interest and costs.

If we take back a product not paid for, we shall be able to keep any advance payments to cover administrative and collection costs.

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

The customer may not resell the goods until complete payment has been credited to us.

The customer undertakes to inform our company of any legal proceedings brought against it, in particular any distraint.

Article 12. Applicable law and disputes

Belgian law is applicable to agreements stipulated by our company and in particular governs by means of the present contractual clauses.

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

The contract is considered to be stipulated at our registered office and the language for the agreement and for any incidents that may follow is French.

In the event of a dispute, in any case, and as the agreement is stipulated at our company, the judge with jurisdiction over our registered office will be competent.

It is moreover clearly understood that the customer's obligations deriving from this contract must be fulfilled at our company's domicile or registered address.

The Court or Magistrate for the registered office of Gobert Matériaux in MONS, member of the Gobert Group, is in any case solely competent.