Article 1 : Field of application
The present General Sales Conditions hereafter called the General Conditions, are applicable to all equipment orders which are passed to Craft Engineering SA, hereafter called Craft, including for the provision of accessories.
These General Conditions of sale are solely applicable, without prejudice of the general or Special conditions of the buyer hereafter called the Buyer, which Craftwould have expressly accepted in writing.
Article 2 : Offer and order
Unless otherwise specified, in the Special Conditions of Craft, the period of validity of Craft offers is 3 (three) months.
Any order, which has not been preceded by a written offer from Craft, only bind Craft if it has been duly accepted in writing by Craft.
Any order will be the subject of a confirmation of the order issued by Craft, hereafter called the Order Confirmation, when all the preliminary conditions established of this are assembled, such as notably, the receipts of deposits and unless otherwise specified by the parties, of a letter of Credit.
Consequently, the date of signature of the order by the Buyer, and by Craft, never constitutes the departure date for the calculation of the date of Delivery. It only constitutes one of the preliminary conditions.
- The Agents or representatives of Craft do not have the power to commit Craft. The sales that they negotiate only acquire a firm character after the transmission of the written acceptance of the order by Craft.
Article 3 : Prix
- The prices are given in EURO non including VAT Any increase of the VAT our any new tax which would be imposed between the time of the order and that of the delivery shall be at the expense of the Buyer.
- Unless otherwise specified, in the special conditions of Craft, the prices always mean for a delivery EX-WORKS, the headquarters of Craft, rue de l’Informatique, 24 in B-4460, Zone Industrielle de Bonne-Fortune, Grâce-Hollogne (Belgique), hereafter called the Delivery If Craft takes charge, at the request of the Buyer, of the transport or its organization, Craft shall invoice the Transport costs to the Buyer.
- The prices only concern the supply of the equipment described in the special conditions.
- The prices do not apply to other work and services and in particular, those related to the installation, the start-up and training. If the Buyer must order them, they shall be invoiced as supplements conforming to the Special Conditions. The costs, in a non-limiting manner, of the legalization by the Chamber of Commerce or the competent Consulate, costs related to the bank or to inspection by and accredited l’Organization are not included in the price.
Article 4 : Payment
- The invoices issued by Craft are payable in Belgium at the latest, 30 days following the date of invoicing, to the account of Craft with the bank ING BELGIUM, IBAN : BE34 3400 6181 3690, BIC/Swift : BBRUBEBB.
- Any claim from the Buyer, regarding the Invoice issued by Craft, must be sent to it in writing, within 14 calendar days at the latest following receipt of the invoice. Failing this, the Buyer cannot contest this invoice.
- In case of default of an invoice by its due date, the payment of all of the invoices sent to the Buyer shall become immediately payable.
- Any invoice not paid by its due date shall incur, ipso jure and without prior formal notice, late interest of 1% per month, with a minimum of 100 (one hundred) €.
- Furthermore, any invoice not paid by its due date shall have added to it, ipso jure and without prior formal notice, a fixed rate compensation of 10% of the unpaid amount as damages and interest.
Article 5 : Delivery terms
- Unless otherwise specified in the Craft Special Conditions, the Delivery shall be made conforming to Article 3.2 of the present General Conditions.
- The Buyer must take Delivery of the equipment sold, within 14 calendar days at the latest, as of the date of notification of the Buyer, informing them that the equipment is available.
- The Buyer carries all of the risk concerning the equipment sold as of the delivery, including those relative to packaging, insurance and transport even if Craft has taken care of this or its organization. In the latter case, the Buyer must give all the necessary instructions, with 14 calendar days, of the notification of the delivery by Craft. Under no circumstances can the responsibility of craft be engaged unless in case of major fault on the part of Craft.
- At the end of the 14 calendar day notification period, Craft shall have the right to automatically invoice the Buyer, for the costs of warehousing the equipment in the Craft headquarters or with a third party agent.
Article 6: Delivery deadlines
- Excepting guarantees expressed in the Special Conditions, the Delivery deadlines mentioned in the Special Conditions are not strict deadlines. The responsibility of Craft can only be engaged is the delay is significant and attributable to a major error on the part of Craft.
- The Delivery deadline must be automatically extended by a reasonable period if the delay is caused by the failure of the Buyer or by any other circumstance independent of the wishes of Craft.
Article 7 : Retention of title
- The delivered equipment remains the property of Craft until the complete price is paid, even in the case of transformation or incorporation of this equipment in other installations.
- In this case, Craft reserves the right to take back possession of this equipment for which payment is due, and to subsequently re-sell it. To do this, the Buyer accords Craft, the irrevocable authorization to enter its premises, with or without a vehicle, during normal business hours. The right of Craft to do this must continue to exist notwithstanding the end of the contract for whatever reason and without prejudice for the rights which could be returned to Craft.
Article 8: Approval
- The equipment shall be considered to be approved by the Buyer and at their cost, at the headquarters of Craft, within 5 (five) calendar days at the latest following the Delivery by Craft, with the exception of any specific and detailed claim that the Buyer shall notify to Craft, by registered letter, prior to the expiration of this deadline .
- The approval shall cover any apparent faults, that is, all those which it was possible for the Buyer to identify by an careful and serious inspection, notably those concerning the characteristics or the operation of the equipment.
Article 9 : Technical Guarantee
- Craft guarantees the equipment sold against hidden faults for a period of 12 (twelve) months as of the Delivery, under the following conditions.
- The technical guarantee can be implemented if:
- the fault significantly renders the equipment unsuitable for the use for which it is usually intended or for special use expressly mentioned in the Special Conditions of sale,
- the equipment has been mounted and placed appropriately by Craft at the Buyer’s premises.
- The guarantee does not cover:
- Faults of which the Seller has not been informed during the guarantee period mentioned in point 9.1;
- Faults or damage related and not limited to, incorrect use, to a non-conforming installation, to abnormal conditions of temperature, water, electricity, cleanliness or of chemical and other corrosive materials;
- Faults due to use beyond the projected operating conditions or in an inappropriate manner, of any kind;
- Parts and products which have been manipulated or transformed by a person not authorized by Craft;
- Parts or products of which one or several have been replaced by elements which are not originating from Craft or supplied by Craft;
- Parts or products which are normally subject to wear or which must be replaced regularly during the guarantee period;
- Parts or products damaged during the shipping or storage or in any other circumstance which does not engage the responsibility of Craft;
- Equipment not used operationally and conforming to its use, within six months of delivery.
- Expenditures engaged by Limitations of responsibilities
As of the Delivery, Craft assumes no other responsibility than that provided for in articles 8 and 9 above.
Consequently, Craft is not held for any damage or interest for accidents to persons, damage to equipment or any other prejudice resulting directly or indirectly from equipment faults.
Article 11 : Cancellation of the sale
- Craft has the right to cancel the sale, by rights, by notification to the Buyer of its desire by registered letter in case of:
- serious failure on the part of the Buyer to comply with its contractual obligation, notably if they abstain from taking delivery of the equipment within the deadline imparted to the Buyer by virtue of article 5.2;
- if the Buyer is late in paying an invoice by more than 30 calendar days;
- or it seems that the buyer shall not comply with or risks seriously not to comply with one of the principal obligations and this even before this obligation is due.
- In case of cancellation of the sale, the Buyer shall owe Craft for damages and interest payable immediately and set at a fixed rate as follows:
- if the cancellation of the sale concerns a product or equipment generally stocked by Craft, the Buyer shall owe Craft for 20% of the sales price;
- if the cancellation of thr sale concerns equipment manufactured expressly for the Buyer and intervenes after 30 days from the date of Confirmation of the Order, the Buyer shall owe Craft for 10% of the sales price;
- if the cancellation of the sale concerns equipment manufactured expressly for the Buyer and intervening after 60 days from the date of Confirmation of the Order, the Buyer shall owe Craft for 50% of the sales price;
- if the cancellation of the sale concerns equipment manufactured expressly for the Buyer and intervening after 120 days from the date of Confirmation of the Order, the Buyer shall owe Craft for 100% of the sales price.
Article 12 : Competence
Any litigation directly or indirectly related to contractual relations between Craft and the Buyer shall be definitively settled according to the regulation C.E.P.A.N.I (Centre Belge d’Arbitrage et de Médiation -Belgian Centre for Arbitration and Mediation) by one or several standards conforming to this regulation.
The language of the procedure is French.
Article 13 : Applicable law
Only the original French version of the present General Conditions is legally binding.
The contractual relations between Craft and the Buyer as well a litigation arising from it, are governed by Belgian law.