GENERAL PURCHASE CONDITIONS OF POST LIGHT INTERNATIONAL N.V.
Acting under the name of Authentage Lighting Concepts
Every order placed with Post Light International constitutes by operation of law acceptance of the conditions set out below unless there is an explicit written stipulation to the contrary. This also means that the customer renounces the application of his own general conditions.
Descriptions and illustrations in catalogues, magazines and other documentation at trade fairs and shows have no contractual value whatsoever and are only indicative, including the price lists. They do not constitute a binding offer.
Reasonable deviations between models displayed or illustrated are accepted by the buyer without compensation, price reduction or right to dissolve the purchase.
Only the prices included in the offer or order confirmation are binding as well as the articles as included in the order confirmation.
The customer has to check the order confirmation and must notify any corrections within 24 hours.
An offer formulated by the seller remains valid for 30 days and is only binding if it has been signed by the manager except if stated otherwise.
The customer places an order by accepting an offer drawn up by the seller. The order confirmation drawn up by the seller is binding. Mistakes in the order confirmation must be notified within 24 hours. Depending on the product, tailored products and the start-up of the production, the seller can claim compensation amounting to between 10 and 50% of the amount of the order.
A signatory who, in his own name or in the capacity of a mandatory, places an order or a party who pays the order in whole or in part even at the expense of third parties warrants the performance of these third parties and undertakes to be jointly and severally liable with them, all this according to Sections 1120 et seq. of the Belgian Civil Code and 1200 et seq. of the Belgian Civil Code.
The intended delivery period is only indicative and not binding with regard to the seller. Any deliveries outside the agreed indicative delivery period will not give the buyer the right to cancel the agreement and neither does it entitle the buyer to any compensation.
In the event of abnormal delivery delays the customer will be entitled to dissolve the sale through a registered letter and without any judicial intervention, on the condition that Post Light International still has not delivered within a period of 1 month after it received a notice of default from the customer by means of a registered letter. The customer explicitly renounces any other means of recovery possible and particularly any form of compensation.
The seller reserves the right to deliver the goods in different consignments, of which the composition will be determined by the seller and which form as many part sales. The part delivery of an order can under no circumstance justify the refusal to pay for the goods delivered.
Unless explicitly otherwise agreed, the delivery will be 'EX WORKS' from the warehouse where the respective goods were stored by Post Light International for the benefit of the customer and at the expense of the customer. (Incoterms 2010)
If it was explicitly agreed that Post Light International would take care of the transport of the goods sold, the transport manner, despatch, packaging and the like will - if no further instructions were given by the customer to Post Light International - be determined by Post Light International. In that case the risk of storage, loading, transport and unloading will rest with the customer and Post Light International cannot be held liable for this under any circumstance whatsoever. The customer is free to take out insurance against these risks. If the parties agreed a different way of delivery, this different arrangement will only be effective with regard to this individual agreement and not also to any subsequent agreement between the parties.
The ownership of the item sold will only be transferred to the customer after full payment by the customer of anything payable to Post Light International as the consideration for the goods delivered or to be delivered by Post Light International, including payment of the agreed price, costs, interests and any compensations. Nevertheless, the risks of the loss or the destruction of the item sold will be integrally borne by the customer from the moment that the item sold is delivered to him. (see EX WORKS)
Until the moment at which the ownership of the sold item has been effectively transferred to the customer:
- the customer is explicitly forbidden to use the delivered goods as means of payment, to pledge them or to create any security interests in them.
- the customer shall place a mark on the goods delivered that is clearly legibly representing that the goods delivered remain the property of Post Light International. Insofar as is necessary this clause is deemed to have been repeated for every delivery. The customer undertakes to notify Post Light International immediately by means of a registered letter of any seizure levied by a third party on the sold goods.
The customer has a duty of care with regard to the goods covered by the retention of title and must store them in a perfect condition in a suitable and clean place and keep them according to the highest standards and safety requirements which are standard in the sector.
In addition, the customer must insure these goods until the moment of the actual transfer of ownership against all the risks which are standard in the sector and at the first request submit the respective insurance policy to Post Light International for perusal.
The customer undertakes to notify Post Light International if the goods sold are stored in a building which is not a property of the customer and at the request of Post Light International the customer shall disclose the identity of the owner.
The customer is obliged to take receipt of the goods delivered by Post Light International at the agreed time and to provide the necessary space so that the goods can be delivered.
Any visible defects must be stated on the delivery note or be notified in writing to Post Light International at the latest within a period of 8 working days and the Customer must give a detailed description of the defects. The use by the customer of the goods delivered implies the irrevocable acceptance of them. Complaints are no longer accepted when they are submitted after the periods referred to above.
The warranty obligation of the seller with regard to defective goods is in all cases limited to replacement of these defective goods by goods in a good condition or, at the seller's discretion, a refund of the price of the defective goods.
The seller is not obliged to pay any other compensation due to direct or indirect loss and the buyer indemnifies the seller against any claims by third parties in this connection.
Defective goods can only be returned provided the seller has given its explicit written consent after the seller received the fully completed return document from the buyer. Returns must be notified through email@example.com provided with images. Goods returned and replacement goods are carried at the expense and risk of the buyer.
The goods delivered shall only be fitted by a recognised and registered fitter. If this cannot be demonstrated, a complaint can never be accepted as justified.
Force majeure will release the seller of its obligations. If the force majeure results in the seller being only temporarily unable to fulfil its obligations, the seller will be allowed to decide either to dissolve the agreement without the buyer having any right to compensation or to fulfil its obligations at a later stage.
If the elements on which the sales price was based change, the seller will be entitled to adjust the sales price proportionately.
The invoices of Post Light International are payable in euros at the registered office of the seller or into a bank account indicated by the seller.
Subject to an explicit and written statement to the contrary, the invoice can be paid on delivery of the goods. The seller is at all times entitled to postpone the delivery and the seller is also released from all warranty obligations, for as long as the buyer has not fulfilled all his payment obligations, even if they relate to previous deliveries.
If the special conditions allow the buyer to pay the outstanding amounts in various instalments, the buyer will - if he does not pay one single instalment - lose the benefit of payments in instalments and the full amount outstanding will become immediately due and payable, including the customary interests and the penalty clause.
In the event of late payment 1% interest per month will be due by operation of law and without any notice of default on all outstanding amounts as well as a fixed compensation of 10% of the outstanding amount with a minimum of 250 euros.
Late payment of one invoice will render all other invoices, which have not yet become due, due and payable by operation of law.
Payments are first allocated to the costs payable by the customer, thereafter to the interests due and only in the last resort to the principle sum due.
Set-off by the customer is explicitly excluded.
If Post Light International would at any time have doubts about the creditworthiness of the customer due to acts of judicial execution against the customer, in the event of non-payment or late payment of one or more invoices and/or any other demonstrable event, Post Light International will explicitly reserve the right to demand payment in advance for deliveries still to be made, or demand other securities, even if the goods have already been sent in whole or in part. If the customer refuses to honour the request of Post Light International, the latter reserves the right to dissolve the agreement with immediate effect unilaterally and without any compensation. Should the occasion arise, the customer will owe a fixed compensation of 25% of the total price of the order.
If the buyer wants to cancel his orders, which can only take place with the explicit written consent of the seller, a fixed compensation of 50% of the value of the cancelled part of the order will be payable.
Post Light International will only be liable for hidden defects which become apparent within a period of 6 months after delivery. Any hidden defects with regard to the goods delivered must be notified in writing by the customer to Post Light International immediately and at the latest within 6 months. Any complaints lodged after this period will no longer be accepted. Any claim on Post Light International due to hidden defects will lapse by operation of law if it has not been brought before the competent court within a period of 6 months after the facts on which the claim is based were discovered by the customer and this was notified in writing to Post Light International.
The liability of Post Light International for any reason whatsoever as the seller is absolutely limited to the amount of the invoice value of the specific product.
If the goods delivered by Post Light International would show defects, the customer can only claim a remedy or replacement of the goods delivered, without the customer being able to claim any form of compensation.
Post Light International is in any event not liable for damage caused which is not only attributable to a defect in the product but also by a fault or negligence of the customer or of a person for whom the customer is responsible.
Except in the event of fraud, wilful misconduct or gross negligence Post Light International will not be liable for or obliged to compensate immaterial, indirect or consequential loss including (but not limited to) loss of profits, loss of turnover, loss of revenue, restrictions on production, administrative or personnel expenses, an increase in the overheads, loss of clientele or claims by third parties.
All agreements to which these General Conditions apply, as well as all other agreements arising from them, are exclusively governed by Belgian law. The applicability of the Vienna Sales Convention of 11 April 1980 is explicitly excluded.
Any disputes between the parties with regard to agreements subject to these General Conditions, are exclusively covered by the jurisdiction of the courts in the district court of Antwerp.