Sales conditions

Sales conditions

GENERAL TERMS AND CONDITIONS OF SALE

VERSION 2024

Article 1: Scope

1.1. These general conditions govern the contractual relationship between A&C SOLUTIONS BV, with its registered office at Slachthuisstraat 68 bus 6, B-2300 Turnhout, company number 0811.465.970, LER Antwerp division Turnhout (hereinafter "A&C SOLUTIONS") and the customer.

1.2. In these general conditions, 'customer' means a company as defined in Art I.1.1of the Economic Law Code to whom A&C SOLUTIONS sends an offer, who places an order with A&C SOLUTIONS or with whom A&C SOLUTIONS intends to conclude or has concluded an agreement, or to whom A&C SOLUTIONS provides services.

1.3. These general conditions apply to all activities, to all order confirmations and invoices from A&C SOLUTIONS to the customer and to all agreements between A&C SOLUTIONS and the customer. These conditions are an integral part of this agreement with the customer. Derogations to these must be agreed in writing.

1.4. The customer's (purchase) terms and conditions shall only apply if they are expressly confirmed for agreement in special terms and conditions by both parties in writing prior to the execution of the order or agreement. The application of the following conditions of sale is an essential condition for A&C SOLUTIONS to conclude the contract.

1.5. Prior to concluding the agreement or placing an order, the customer declares having received these general terms and conditions of sale and having been able to take note of their content. A&C SOLUTIONS requests the customer to accept these prior to the conclusion of the agreement by signing the offer, confirming it by e-mail or by any other express written means. In accordance with common law, an acceptance of the invoice also entails an acceptance of these general terms and conditions if they are mentioned on the back of the invoice.

1.6. If one or more provisions of these terms and conditions, in whole or in part, are excessive or null and void or should be annulled, this shall not entail the nullity of the remaining general terms and conditions. The parties undertake to replace the void clause by a legally valid clause, which will correspond to the original intention of the parties, or as closely as possible.

1.7. A&C SOLUTIONS and the customer may, in addition to these general conditions, enter into further special agreements regulating the relationship between the parties. These are only valid and can only prevail over these general terms and conditions if they have been expressly concluded in writing. For all other points, these general terms and conditions of sale remain in force.

1.8. A&C SOLUTIONS reserves the right to amend or modify its general terms and conditions at any time. These amended terms and conditions will only apply once the customer has effectively taken note of them and expressly agreed to them.

1.9. This Dutch-language version of the general terms and conditions is the original version and, in case of discrepancies, will always take precedence over any translation provided for information purposes.

1.10. The customer may only assign their agreement(s) with A&C SOLUTIONS or any rights or obligations arising therefrom to third parties with the prior written consent of A&C SOLUTIONS.

Article 2: Price and quotations

2.1. All prices are expressed in euros or US dollars, as expressly shown on the quotation and invoice. Prices are exclusive of VAT and any additional costs (e.g. transport, packaging, delivery costs), unless expressly stipulated otherwise. All duties, taxes, excise duties and other charges that would be levied in connection with the sale of the goods shall be borne by the customer, except in respect of duties and charges payable by A&C SOLUTIONS prior to the delivery of the goods in application of the agreed INCOTERM. Any increase in the VAT rate or any other taxes between ordering and execution shall be borne by the customer.

2.2. A&C SOLUTIONS reserves the right to correct any typographical errors in the quotation.

2.3. Price quotations are always provided without obligation, unless expressly stated otherwise. Orders are accepted subject to sufficient stock by A&C SOLUTIONS. A&C SOLUTIONS may unilaterally change prices if such price changes are due to objective circumstances beyond its control such as supply costs, purchase costs, production costs, raw materials and energy prices. This list of objective circumstances is not exhaustive and applies by way of example.

2.4. Orders should be in writing or confirmed in writing after placing a verbal or telephone order. Orders are only binding and valid from their acceptance by the authorised person at A&C SOLUTIONS. Drawings provided to the customer in advance by A&C SOLUTIONS must be approved and signed by the customer before an order can be considered confirmed.

2.5. Any inaccuracies or alleged inaccuracies in an order confirmation must be notified in writing by the customer within 8 calendar days from the date of the confirmation by A&C SOLUTIONS, under penalty of cancellation.

2.6. If the customer has specific requirements regarding production, packaging, transport, etc. for the goods purchased, this must be communicated prior to placing an order or explicitly provided for in the agreement, so that A&C SOLUTIONS can take these costs into account in its pricing. If this is not the case, A&C SOLUTIONS reserves the right to pass on these additional costs in full to the customer.

2.7. Samples, drawings, dimensions, weights and other information communicated in advance are only indicative and approximate descriptions of products, unless expressly agreed otherwise or unless as stated in Article 2.4. The customer may thus not invoke any deviations against A&C SOLUTIONS.

Article 3: Invoicing and payment

3.1. The invoices are payable by bank transfer, unless expressly agreed otherwise between the parties.

3.2. Invoices are payable within thirty (30) calendar days from the date of receipt of the invoice, unless expressly agreed otherwise between the parties. A&C SOLUTIONS also reserves the right to request advance payments before delivering its orders to the customer. In the event of partial delivery or delivery in instalments, A&C SOLUTIONS shall be entitled to invoice per partial delivery.

3.3. If the invoice has not been paid (in full) on the due date, interest of 10% per month will be payable by operation of law and without any notice of default being required, starting from the due date of the invoice, on the understanding that the applicable interest rate can never be lower than the interest rate applicable at that time on the basis of the Act of 2 August 2002 on combating late payment in commercial transactions.

The invoice will also be increased by a fixed compensation for late payment if the customer fails to make payment within one month from the due date of the invoice, equal to 15% of the invoice amount, with a minimum of EUR 100 per invoice.

All this is without prejudice to A&C SOLUTIONS' right to demonstrate and seek compensation for higher damages.

3.4. In all cases, the customer remains jointly and severally liable for the payment of A&C SOLUTIONS' invoices, even if A&C SOLUTIONS has accepted to draw up the invoices in the name of third parties.

3.5. All disputes regarding the invoice must be addressed to the registered office of A&C SOLUTIONS by registered post with reasoned justification, within five (5) calendar days of receipt of the invoice.

3.6. In case of non-payment of an invoice, all outstanding, even non-matured, invoices become due by right and without notice of default.

3.7. In the event of late payment of an invoice, A&C SOLUTIONS reserves the right to suspend delivery, if such delivery had not yet taken place and to resume only after payment of all outstanding and due invoices. It may also refuse new orders.

3.8. The customer may not set off any claim that it has against A&C SOLUTIONS against the claims that A&C SOLUTIONS has against the customer, unless A&C SOLUTIONS has given its express prior consent to do so.

3.9. Irrespective of the agreed payment conditions, A&C SOLUTIONS reserves the right at all times, i.e. before delivering or continuing with delivery, to require a bank guarantee for the fulfilment of the customer's payment obligations. As long as this guarantee has not been provided, A&C SOLUTIONS will be entitled to suspend all further deliveries or cancel all pending orders for the goods. In this regard, A&C SOLUTIONS will be assisted by a credit insurer who can verify the customer's creditworthiness, should A&C SOLUTIONS deem this necessary.

Article 4: Retention of title

4.1. All goods sold and delivered remain the property of A&C SOLUTIONS as long as the full price (principal, interest and costs) has not been paid.

4.2. As long as ownership has not passed from A&C SOLUTIONS to the customer, the latter may not dispose of, pledge or create any other right in rem on the goods sold. Moreover, in this case, A&C SOLUTIONS will be entitled to take back the goods already delivered.

4.3. Until the customer shall have acquired ownership of the goods delivered, it shall ensure that the goods are at all times immediately identifiable at the customer's premises by A&C SOLUTIONS and by third parties as being the property of A&S SOLUTIONS.

4.4. At A&C SOLUTIONS' request, the customer shall prepare all documents and take all actions that would be necessary or desirable to enforce A&C SOLUTIONS' retention of title against the customer.

4.5. This retention of title clause continues to apply in the event of the customer's bankruptcy and other cases of concurrence. Retention of title remains in place even if the goods are processed, mixed or replaced. If the goods are disposed of, the retention of title extends to the claim based on this transfer.

4.6. This retention of title clause shall be subject to any differing INCOTERM® (2020) agreed by the parties, which shall take precedence in such case.

Article 5: Risk

5.1. Notwithstanding any retention of title, upon leaving the warehouses of A&C SOLUTIONS, all risks shall pass to the customer and all costs shall be borne by the customer.

5.2. This transfer of risk clause shall apply subject to any INCOTERM® (2020) deviation agreed between the parties, which shall prevail in such case.

Article 6: Intellectual property

6.1. A&C SOLUTIONS alone owns the intellectual property rights. At no time shall the intellectual property rights of A&C SOLUTIONS be transferred to the customer, unless the parties expressly agree otherwise in writing. Nothing in these conditions or the agreement between A&C SOLUTIONS and the customer shall be construed as granting to the customer, implicitly or otherwise, any right, title or interest in, or any licence under, any intellectual property right, confidential information or other trade secret belonging to A&C SOLUTIONS.

6.2. All documents, material, intellectual property rights, ideas and working methods developed during and in the context of the performance of the agreement are and will remain the property of A&C SOLUTIONS.

Article 7: Confidentiality

The customer undertakes to keep secret all confidential information received from A&C SOLUTIONS. Unless otherwise agreed by the parties, all information communicated shall be deemed to be confidential.

Article 8: Delivery and execution

8.1. If the goods are delivered to the customer, delivery will be made to the address communicated by the customer. The associated delivery (and possibly transport) costs will be charged to the customer.

8.2. The delivery and execution deadlines are given by way of information only and are therefore purely indicative. Delays in delivery or execution can never give rise to compensation, cancellation of an order or dissolution of the agreement.

8.3. A&C SOLUTIONS may suspend delivery if the customer's order does not meet the minimum agreed quantities to proceed to delivery, as provided by the parties in the order (confirmation) or agreement.

8.4. Unauthorised packaging, transshipment or processing of the delivered goods is not permitted.

8.5. Unless another term has been stipulated in writing, the purchased goods must be taken delivery of at the latest 14 working days after being made available. If this is not done within this or the special term agreed upon, A&C SOLUTIONS will be entitled, without prior notice of default, at its discretion, either to invoice the goods sold and demand payment for them or to consider the sale as dissolved.

In the former case, the goods will be stored at A&C SOLUTIONS or third parties, at the customer's expense and risk, and A&C SOLUTIONS will be entitled to charge the customer, in addition to the purchase price, for all costs resulting from this measure.

In the second case, the customer will owe A&C SOLUTIONS liquidated damages equal to 40% of the amount of the sale.

8.6. This delivery clause is subject to any different INCOTERM® (2020) agreed by the parties, which shall prevail in such case.

Article 9: Termination and cancellation

9.1. The agreement between the parties shall be terminated by operation of law in the event that the customer is in a state of cessation of payment, is in a state of bankruptcy, applies for judicial or amicable settlement, ceases all or part of its business activity or goes into liquidation. All invoices, including those not yet due at that time, shall become payable immediately. All this is without prejudice to A&C SOLUTIONS' right to demonstrate and seek compensation for higher damages. A&C SOLUTIONS will also be entitled to reclaim all goods delivered but not yet paid for by the customer.

The agreement between the parties may be terminated by A&C SOLUTIONS at the customer's expense in the event of a change in the customer's condition, such as death, disqualification, confinement or any other limitation of ability; taking cognizance of a disqualification within the customer's company; in case of a change of control in the customer's structure; in case the customer fails to fulfil one or more of its obligations; proceeds with a merger or demerger as well as in case all or part of its assets are seized. All invoices, including those not yet due at that time, shall become payable immediately. All this is without prejudice to A&C SOLUTIONS' right to demonstrate and seek compensation for higher damages.

The agreement will then be dissolved on the date of dispatch of a registered letter addressed to the customer for that purpose by A&C SOLUTIONS. A&C SOLUTIONS will also be entitled to reclaim all goods delivered but not yet paid for by the customer.

 9.2. A&C SOLUTIONS therefore undertakes, in accordance with Article 2.4, to prepare a drawing, to be approved and signed by the customer, before any work is started. Depending on the type and size of the order, A&C SOLUTIONS may also provide the customer with a prototype to test the product before the full order is executed. Consequently, orders cannot be cancelled and goods cannot be returned except with the express written consent of A&C SOLUTIONS. In the event of cancellation of a contract entered into by the customer, liquidated damages will be payable to A&C SOLUTIONS equal to 30% of the invoice amount, without prejudice to A&C SOLUTIONS' right to demonstrate and obtain compensation for higher damages.

Article 10: Liability

10.1. A&C SOLUTIONS shall not be liable for damages of any kind, except direct damages caused by its own wilful misconduct or gross negligence or that of its appointees, unless otherwise expressly agreed in writing by the parties.

10.2. In any case, the amount of any compensation shall be limited to the amount agreed between the parties for the contract at issue. However, if A&C SOLUTIONS is insured for the relevant claim, under no circumstances will the compensation exceed the amount to be paid out by A&C SOLUTIONS’ insurer in this regard. A&C SOLUTIONS declares to be adequately insured regarding the required insurances, in particular regarding product liability insurance.

10.3. In performing its work, A&C SOLUTIONS enters into a best-efforts obligation.

10.4. A&C SOLUTIONS cannot be held liable for, nor be held responsible for, any costs related to the further distribution of its products by the customer.

10.5. A&C SOLUTIONS cannot be held liable for, nor be held responsible for, any costs related to an incorrect statement of sizes, quantities, measurements, etc. by the customer.

10.6. A&C SOLUTIONS cannot be held liable for any loss or damage if the technical regulations, installation and fitting instructions and maintenance instructions communicated by it are not complied with by the customer, if the customer makes improper use of the delivered goods, or if the customer has changes or repairs carried out without the express consent of A&C SOLUTIONS.

10.7. The customer shall indemnify A&C SOLUTIONS against any loss of image, direct or indirect, which it may suffer as a result of actions or omissions on the part of the customer.

10.8. In the contractual relationship between A&C SOLUTIONS and the customer, the application of Article 5.90, paragraph 2 of the Civil Code is excluded.

10.9. The customer indemnifies A&C SOLUTIONS against all claims from third parties who may suffer damage in connection with the performance of the agreement and the cause of which is not attributable to A&C SOLUTIONS. If third parties bring legal actions against A&C SOLUTIONS, the customer shall be obliged to assist A&C SOLUTIONS both judicially and extrajudicially and to do everything that may be expected of it forthwith. Should the customer fail to take adequate measures, A&C SOLUTIONS will be entitled, without notice of default, to take such measures itself. All costs and losses incurred by A&C SOLUTIONS and third parties as a result will be entirely at the expense and risk of the customer. All this is without prejudice to the mandatory applicable rules and legislation on product liability that apply to A&C SOLUTIONS, if applicable.

Article 11: Force majeure and unforeseen circumstances

11.1. A&C SOLUTIONS will not be liable in situations of force majeure (such as, for example, war, explosion, invasion, strike, lock-out, energy failures, theft, fire, epidemic or pandemic, restrictions imposed by the government, logistical problems on the part of third parties, as well as all other causes beyond the control of A&C SOLUTIONS) which might result in A&C SOLUTIONS being utterly unable to fulfil its obligations (in a timely manner). A&C SOLUTIONS' obligations will be suspended for the duration of the force majeure event. If the situation of force majeure lasts longer than 30 working days, A&C SOLUTIONS may dissolve the agreement without owing any compensation.

11.2. In case of changed circumstances, the debtor may request renegotiation of the contract or order for a maximum period of 14 calendar days if i) the changed circumstances excessively interfere with the execution of the contract, in the sense that normal execution thereof can no longer be reasonably required, ii) the change was unforeseeable at the time of contract conclusion, iii) the change is unattributable to the debtor, iv) the debtor has not assumed the risk and v) the law does not exclude this possibility. Changed circumstances include a change in legislation or established case law, an increase in fuel prices, an increase in raw materials, import or export restrictions imposed by a government, an increase in production costs, an increase in labour costs, an increase in energy prices.

Article 12: Complaints

12.1. The customer must check the goods upon receipt without delay and report any non-conformity, incorrect quantities or visible defects to A&C SOLUTIONS by means of a registered letter with motivation within 72 hours of delivery.

12.2. Any complaints regarding hidden defects must reach A&C SOLUTIONS by registered mail within 5 calendar days of discovery of the hidden defect and within a period of 6 months following delivery.

12.3. No valid complaint can be made outside the aforementioned periods, unless by mutual agreement between A&C SOLUTIONS and the customer, which is agreed in writing.

12.4. The cost of packaging, transport and insurance regarding the shipment of the allegedly defective good or part thereof to A&C SOLUTIONS for repair or replacement will be borne by the customer.

The cost of packaging, transport and insurance regarding the return of the repaired or replaced good or part thereof to the customer will be borne by A&C SOLUTIONS. No complaint by the customer will entitle it to defer payment or suspend payment of overdue amounts.

Article 13: Data protection

13.1. A&C SOLUTIONS undertakes to the best of its ability to respect the provisions of the General Data Protection Regulation.

13.2. The customer hereby expressly confirms that all data transmitted to A&C SOLUTIONS by the customer were collected and processed in accordance with the General Data Protection Regulation.‚Äč

Consequently, the customer will indemnify A&C SOLUTIONS in case it receives any claim from a natural person whose data were collected and/or processed by the customer and subsequently transferred to A&C SOLUTIONS.

Article 14: Applicable law and jurisdiction

14.1. All legal relations between A&C SOLUTIONS and the customer are governed exclusively by Belgian law. The applicability of the Vienna Sales Convention is expressly excluded.

14.2. In the event of a dispute, the parties undertake to always first try to resolve it amicably by consulting with each other. If the dispute cannot be terminated in this manner, the courts of the judicial district of Antwerp, Turnhout division shall have exclusive jurisdiction.