General payment, delivery ad sales conditions
Article 1: Applicability
- These conditions apply to all tenders, agreements, execution of commissions and deliveries done by COSMO-TRADE CVOH
- Additional or modified stipulations or conditions are only valid if COSMO-TRADE CVOH has agreed to them in writing; these modifications apply only to the agreement for which they were introduced.
- If offer and acceptance refer to different sets of general conditions, then solely the conditions provided by COSMO-TRADE CVOH apply, being the conditions of the offering party;
- All tenders are free of obligations, unless they include a deadline for acceptance. If a tender presents an offer that is free of obligations and it is accepted, COSMO-TRADE CVOH has the right to retract the offer within 2 work-days after receipt of the acceptance.
- Illustrations and descriptions in offers, prospectuses, catalogues, dimensions and weight specifications, promotional material and other data supplied by COSMO-TRADE CVOH are not binding.
- Commissions, orders and changes to them are only binding for COSMO-TRADE CVOH if they have been accepted and confirmed by the company in writing. COSMO-TRADE CVOH has the right to refuse a commission without providing just cause and is not responsible for any damage resulting and/or that may result directly or indirectly from this refusal.
- The extent of COSMO-TRADE CVOH obligations is exclusively determined by the order confirmation, unless expressly agreed otherwise in writing.
Article 2: Prices
- All price quotations and sums invoiced are calculated from the place of storage, excluding tax in euros, unless expressly stated otherwise. The prices are based on the cost factors current at the time of concluding the agreement, like materials, wages, import and export duties, charges, taxes, haulage, insurance, etc.
- If the cost prices or fees which COSMO-TRADE CVOH pays for the goods or services of third parties change between the time of concluding the agreement and the time of delivery, COSMO-TRADE CVOH has the right to change the agreed price accordingly or to cancel the order, while not accepting responsibility for any damage resulting or that may result directly or indirectly from this cancellation.
Article 3: Delivery
- The delivery deadlines stated in the offers, confirmations and/or contracts are made in good faith and will be met as far as possible; however, they are not binding. When these deadlines expire, COSMO-TRADE CVOH can confer with the client. Exceeding the delivery deadline, therefore, does not give the client the right to demand annulment of the agreement and/or compensation, even after receiving proof of default, or to consider any of its obligations arising from the agreement suspended or lapsed.
- If payment in instalments has been agreed, and the first instalment deadline matches the delivery deadline, then the actual delivery does not have to be made before receiving the first instalment.
- When part of the order is ready, COSMO-TRADE CVOH is authorised to deliver that part, or to wait with delivery until the entire order is ready. When delivering an order or parts of one as stated above, and with the delivery of successive parts of one order according to the agreement, each delivery is considered as forming a separate agreement, which cannot be returned after receipt by the client, taking into account what is stated in Article 5.2.
- COSMO-TRADE CVOH does not confer any trade mark rights guarantee on the goods supplied. Also, COSMO-TRADE CVOH does not confer any guarantee with regard to meeting any conditions set by the appropriate authorities for marketing the goods delivered. Marketing and otherwise bringing the goods into the economic traffic are entirely at the client's risk and expense.
Article 4: Transport
- All goods ordered by the client, unless otherwise agreed, are delivered by COSMO-TRADE CVOH at the client's risk or sent for delivery to the agreed addresses and in the manner set down in the order confirmation or as agreed afterwards. All services rendered on the place of delivery of the goods are at the client's risk.
- Transport of the goods will be done in a manner determined by COSMO-TRADE CVOH.
- The goods to be transported will not be insured, unless agreed otherwise in writing, in which case the costs of the insurance will be paid by the client.
- If the transport of the goods is hindered for reasons outside the control of COSMO-TRADE CVOH, COSMO-TRADE CVOH is authorised to store the goods at the client's risk and expense, which does not affect COSMO-TRADE CVOH right to demand payment of the purchase price.
Article 5: Claims
- The client is considered to have approved the goods/services provided by COSMO-TRADE CVOH immediately upon receipt.
- Complaints concerning problems with the goods and/or services delivered must be submitted within ten days after delivery to COSMO-TRADE CVOH in the form of a registered letter; if this condition is not met, the client loses all rights in this respect.
- If the goods and/or services are rejected, COSMO-TRADE CVOH will be given the opportunity, if desired, to repair or deliver again the rejected goods and/or services or to fulfil the terms of the contract properly.
- Processed and/or resold goods are considered approved, without the client being entitled to any right of complaint.
- Any claims do not affect the client's obligation to pay.
Article 6: Act of God
- All conditions of such a nature that fulfilment of the agreement cannot be demanded in all fairness are considered acts of God. Examples of such conditions include: partial or complete failure of a third party to deliver goods and/or services, restrictive governmental regulations of any kind, mobilisation, war, epidemics, strikes, occupation of the company, staff absence due to illness, stoppage of work, fire, confiscation, defects in machinery, transport problems and any other condition which COSMO-TRADE CVOH cannot reasonably have been expected to anticipate and over which COSMO-TRADE CVOH had no control.
- If as a result of an act of God COSMO-TRADE CVOH cannot fulfil its obligations or only with difficulty, the company is entitled to suspend the agreement in part or entirely without requiring legal intercession; if such a suspension has lasted five months, the company can annul the agreement with a registered letter. In that case the obligations stated in the agreement are terminated, without the parties being able to demand compensation or any other benefit from the other. For partial fulfilment by COSMO-TRADE CVOH, the client owes a equal proportion of the total price.
Article 7: Payment
- If the sums demanded by COSMO-TRADE CVOH from the client through each invoice are not paid to COSMO-TRADE CVOH promptly and in full within 8 days of the date of the invoice by or on behalf of the client, the client owes interest amounting to 2% per month on the invoice sum or remainder of the sum which takes effect on the date of the invoice, for which part of a month is considered an entire month, without any reminder, notice or proof of default being demanded from COSMO-TRADE CVOH by the client.
- Discount or compensation for any professed claim by the client on COSMO-TRADE CVOH is absolutely excluded.
- If the client does not fulfil or not on time any obligations arising from the agreement, reaches a debt arrangement with its creditors, requests suspension of payment, or undertakes a similar procedure, goes bankrupt, closes, transfers or liquidates the company, or is under legal seizure, every demand made by COSMO-TRADE CVOH of the client is due immediately and in full. Also, COSMO-TRADE CVOH has the right then to annul the agreement without further proof of default or legal intercession through a simple statement to the client and to take back any goods already delivered but not yet paid for, or to suspend fulfilment of the agreement, without any of this affecting the right to compensation.
- The client is held to consider the invoice correct and to have accepted the debt if no written protest has been received within 8 days of the date of the invoice.
- If the invoice is not paid in euros, a sum should be paid which is equivalent to the invoice sum expressed in euros and calculated according to the commercial exchange rate on the day of payment.
Article 8: Penalty clause
- If the client does not perform strict and timely payment of the invoices sent by COSMO-TRADE CVOH, then the client owes the following penalty amount on the invoice sum to COSMO-TRADE CVOH without any notification or proof of default, which does not affect the right to compensation;
- on the first 6.500,- euro 15%
- on the excess up to 13.000,- euro 10%
- on the excess up to 32.500,- euro 8%
- on the excess up to 130.000,- euro 5%
- on the excess 3%
Article 9: Ownership restrictions concerning delivered goods
- The delivered goods remain the property of COSMO-TRADE CVOH until the client has fulfilled all obligations due to the company, including any obligations to pay interest, costs and penalties. The client pledges to maintain the goods in good condition and insure them against all calamities during this period.
- If the same type of goods has been delivered in response to one or more unpaid invoices, then goods present at the client are considered delivered in response to unpaid invoices.
- As long as the goods remain the property of COSMO-TRADE CVOH, the client is forbidden to sell, deliver or pawn them to third parties, and the client is required to keep the goods available for immediate disposition by COSMO-TRADE CVOH. Upon violation of these prohibitions, the client forfeits an immediately payable fine of € 25.000,-- without requiring further proof of penalty, and the purchase price is increased by the amount of this fine, to be paid immediately and in full, without prejudice to further claims by COSMO-TRADE CVOH.
Article 10: Liability
- Barring the obligations of COSMO-TRADE CVOH to provide substitution or repair free of charge for any material and/or manufacturing defects which occurred before transport, or to refund the purchase price, COSMO-TRADE CVOH will never be liable towards the client on any grounds whatsoever for any damage suffered or to be suffered by the client or third parties, barring intent or gross negligence.
- Every liability towards the client lapses in any case if the client does not inform COSMO-TRADE CVOH by registered letter of the existence of the defect within seven days after discovery of the defect, or after the time by which the defect could reasonably be expected to have been discovered, so that the situation can be investigated.
- Any liability of COSMO-TRADE CVOH for damage suffered by the client is always limited to the amount of the invoice sum of the goods in question and never extends to compensation of damage in terms of lost profit and/or turnover.
Article 11: Guarantee for delivered goods
- COSMO-TRADE CVOH provides a guarantee on goods delivered by COSMO-TRADE CVOH which is limited to the guarantee obligations which COSMO-TRADE CVOH supplier has towards the company.
- The goods involved are to be transported and delivered by the client at the client's risk and expense to a location determined by COSMO-TRADE CVOH
Article 12: General
- If one or more of the conditions in the agreement between COSMO-TRADE CVOH and the client - including these general conditions - are invalid or become legally invalid, the rest of the agreement remains in force. The parties will enter into discussion of the conditions which are invalid or to be considered legally invalid, to come to an adequate substitute provision.
Article 13: Annulment
Without prejudice to what was determined in Articles 6 and 7, the parties expressly agree that the agreement will be annulled without legal intercession and without requiring any proof of default at the moment the client is declared bankrupt, requests temporary suspension of payment or debt restructuring, or loses power of disposal over its capital through seizure, being in receivership or otherwise.Article 14: Confidential information
Each party will take all reasonable precautions to keep confidential information received from the other party secret.
Article 15: Disputes
All disputes arising as a result of the agreement to which these general conditions are applicable or as a result of further associated agreements shall initially be brought exclusively to the competent magistrate in the jurisdiction of The Hague.
Article 16: Applicable law
The agreements between COSMO-TRADE CVOH and the client as referred to in Article 1 are subject to Belgian law exclusively.
Article 17: Deposition
These general conditions are filed with the court registry of the district court in The Hague under number 13/2004 and can be cited as general