General Sales Conditions

Preamble

When confirming his or her order, the Customer accepts the terms of the order as well as our full Terms and Conditions of Sale (TCS) without reservation. Our offers (prior to the orders) are also subject to our TCS. By the mere fact that the service ordered has begun or the product has been delivered (even in part) the Customer acknowledges and accepts the application of our TCS. These provisions replace and cancel all previous agreements, either de facto or de jure, written or oral, concluded with the Customer, and constitute the sole source of our contractual relations. They do not include
the application of the Customer’s general or specific terms and conditions even if it is claimed therein that they prevail over our TCS.

ART.1: Offers and orders

• 1.1Unless otherwise stated, the prices shown on our price lists and offers are merely indicative. The time limit relating to our offers is also shown here. Unless otherwise stated, our offers are shown in euros (EUR) or American dollars (USD) and the time limit is 1 (one) month. However, we are free to withdraw our offer until we have received the Customer’s express written agreement. Any order placed directly which has not been preceded by a written offer on our part will only be binding after the Customer has received written confirmation from us.
  1.2.Any order from a Customer is binding by the mere fact of the order having been made. We are not responsible for the Customer’s internal organisation, and its employees, sales representatives, agents or intermediaries are presumed to irrefutably have the necessary authority to bind the Customer to us. On the other hand, our employees, sales representatives, agents and intermediaries do not have the authority to bind us. Obligations made by our agents, distributors and representatives only become conclusive with our consent. Our obligations are automatically forfeited when a force majeure event prevents them from being fulfilled (strike, lock-out, fire, floods, loss of equipment, riots, war, economic turmoil, etc.). Our obligations are also suspended when force majeure events prevent them from being fulfilled.
  1.3. We reserve the right to rectify errors of any kind (price, timeframe, etc) made in relation to our offers when we confirm them, at all times and in all circumstances. We also reserve the right to amend the order conditions (including the schedule) at all times, which the Customer agrees to as such as long as this does not change the nature of the contract.
  1.4. The photos and sketches that we sometimes use to illustrate our commercial offers are non binding. In addition, we reserve the right to make changes to our products without prior notification.
  1.5. The advice provided by our employees or representatives is not binding on us and we cannot be held liable in this regard.
• 1.6. Assets issued by our company are valid for 90 days.
• 1.7 When Simtech proposes a study or a prototype, it implements the means deemed necessary to carry out the proposed study and the possible manufacture of a prototype if this is part of the study. Our proposal does not in any way guarantee a result unless this is expressly stated in our quotation or on the confirmation of sale.

ART. 2: Price

2.1. Unless otherwise provided, our prices are net VAT and taxes, and are for delivery ex works from Froyennes/Belgium (EXW, Incoterms 2000 ICC). If we make changes to our transport or the organisation of our transport, Customer agrees to pay for the transport costs. Packaging appropriate to the means of transport (road, air or sea) will also be charged. Our liability and that of the Customer will therefore be subject to the Incoterm chosen.
2.2. We reserve the right to adjust the amount shown on our invoices (with no limit to the amount) depending on any production cost increases we have faced between the date of the order confirmation was sent and the actual date of delivery of our products or provision of the service.
2.3. In the event that the price of the products delivered or of the services provided by one of our sub-contractors or suppliers had to be increased following the conclusion of the contract, we reserve the right to pass on this price increase to the Customer. If the Customer objects, we have the right to unilaterally withdraw the contract by mere notification by registered post, without compensation.

ART.3: Payment

3.1. Notwithstanding any provision to the contrary, our goods are payable at our Froyennes/Belgium headquarters. Unless otherwise provided, our invoices are payable without discount or compensation ten days from the date they are issued in cash. Specific terms relating to payment instalments and invoicing should be explicitly accepted in writing by us in the order.
3.2. Acceptance of cheques, drafts and other payment means do not result in a renewal of debt. Any dispute relating to the services provided and/or equipment delivered by us shall not constitute a reason for late payment or non-payment of invoices.
3.3. The sending of an invoice implies formal notice to pay by the date stipulated.
3.4. Our invoices are payable by the date shown, irrespective of the delivery dates. Failure to pay an invoice in full or in part will result in the outstanding amount being automatically increased by 12% each year without formal notice and with no refunds given. Any invoice remaining unpaid on its due date will also be increased by an additional fixed indemnity of 15% of the outstanding balance plus a minimum of EUR 250 by way of a fine.
3.5. Failure to pay an invoice by its due date (or failure to accept a bill of exchange) automatically renders all other invoices payable, even those not yet payable.
3.6. Failure to pay an invoice by its due date means we are entitled to fully or partially suspend fulfilment of the relevant contract and any other order until full payment of invoices, even those not yet due, including interest and contractual penalties, has been made by the Customer.
3.7. Lastly, any request for out-of-court or judicial agreement, receivership or judicial liquidation, debt mediation, suspension of payment or any other measure implying insolvency on the part of the Customer will automatically entail the forfeiture of the term for all outstanding invoices without notice. Furthermore, these circumstances entitle us to suspend all of our obligations without any further communication and to terminate any or all of our ongoing contracts without any further communication other than a notice sent by registered post.

ART. 4: Delivery, verification and acceptance of packages

4.1. The delivery dates are indicative and under no circumstances may exceeding them give rise to an award of damages or a cancellation of the order.
4.2. It is the Customer’s responsibility to make any useful provisions to the carrier when the package is received. Under no circumstances can we be held liable for incidents or damage relating to transport.
4.3. The Customer undertakes to check the quantity and quality of the packages as soon as they are received. Any claims concerning our goods will be considered null and void if they are not made in writing within seven days of delivery. At the end of this period, the service/fault will be deemed to have been conclusively accepted by the Customer and no claims will be taken into consideration, failing which they shall be declared inadmissible.
4.4. Our liability is expressly limited to compensation for direct damage (set out under point 5.5) resulting solely from gross and intentional negligence on our part or that of one of our employees. Liability on our part shall be expressly excluded in the case of unintentional gross negligence and minor, including repeated, negligence, without limitation.
4.5. In any case, our liability is exclusively limited to replacing or restoring the goods. As the case may be, the goods may only be returned to us following express written agreement on our part.
4.6. Indirect damage is expressly excluded. In particular, indirect damage includes any loss of or damage to data, lost profit, loss of customers, etc.
4.7. No liability can be accepted for personal injury, or damage to property or products sold caused by improper assembly, storage or use, or any other cause, even if it remains unknown.
4.8. Our services merely give rise to best-effort obligations on our part to the exclusion of any other performance obligation. If we are merely acting in the capacity of distributor and the delivered product is defective, the Customer undertakes to hold the producer alone responsible and to relinquish any liability on our part.
4.9. The Customer undertakes to purchase civil liability insurance as well as any other insurance policy that the law requires or use necessitates in view of allowing the order to be fulfilled properly.

ART. 5: Warranty

5.1. No warranty is provided ‘in general terms’ in relation to our full range of products and services. However, if we are obliged to grant special warranties for specific orders, the following conditions apply: The warranty will not apply if the product was improperly assembled and positioned and/or used in abnormal conditions. Our warranty is limited to restoration (parts excluding labour) or replacement of defective products to the exclusion of cancellation of sale and any damages. In all cases, a wear-and-tear rate will be applied in order to take into account the use made of the product before the appearance of the defect making it unfit for use.
5.2. Under no circumstances can a manufacturing defect be ascertained by anyone other than the team with expert knowledge of the relevant product in our Froyennes/Belgium plant. Any request for expert advice or an on-site visit is excluded from the warranty. However, the Customer may request an on-site visit if it is not possible to return the product to our plant (at the Customer’s expense), and if it is then ascertained that the product has a defect and merits a visit to the site for this to be established (i.e not at our plant), then and only then will the visit be free of charge.
5.3. Given the specific nature of our products, no claim can be made regarding their aesthetic appearance.
5.4. No complaints will be taken into consideration if our products have been worked on or altered in any way whatsoever.
5.5. All of our elastomer or plastomer products are UV- and ozone-sensitive. The life span is greatly reduced in the case of prolonged and unprotected exposure to adverse climate conditions (UV, ozone, sandstorms, etc).
5.6. The Customer expressly acknowledges and accepts that granting a warranty for a given order does not confer any right on the Customer in respect of future orders.

ART.6.: Retention of ownership and intellectual property

6.1. The delivered products remain our property until full payment of the price even in the event of processing or incorporation of these products into other goods. The Customer agrees that the retention of ownership title remains applicable even if the Customer is facing bankruptcy, an arrangement with creditors, receivership or judicial liquidation.
6.2. Any diagram, plan, technical data, equipment or any other material and/or information provided belonging exclusively to us will be deemed confidential. Any information divulged is our exclusive intellectual property and should be treated as strictly private and confidential. Moreover, the Customer undertakes not to file a ‘Soleau envelope’, a patent or any intellectual property title whatsoever using the information provided.
6.3. The Purchaser undertakes to only divulge information (plans, technical data, features, etc) to the Seller which they own or for which a disclosure right has been obtained from the owners.

ART.7.: Juridiction

Any dispute relating to the fulfilment of our sales and the application or interpretation of these terms and conditions shall fall within the exclusive jurisdiction of the judicial district of Tournai. If any provision of these terms and conditions turns out to be invalid, illegal or inapplicable in any respect for any reason whatsoever they will be deemed null and void, and the other provisions will remain unaffected.In case of difference or problem of translation, it is the GSC in French that are authentic1905’

ART.8.: Applicable law

 

By express agreement, any order placed under these general terms and conditions of sale will be governed by Belgium law.

In case of difference or problem of translation, it is the GSC in French that are authentic