1. Acceptance
1.1. Orders are not binding unless otherwise unambiguously indicated by the language of the order and Seller accepted Buyer's order specifically in writing.
1.2. Seller's order confirmation constitutes a complete and exclusive statement of the terms of the agreement, its terms and provisions shall not be varied nor supplemented by any terms or provisions of Buyer's order or any other document unless such variations or additions have been specifically agreed upon in writing by both parties.
1.3. Orders accepted by Seller are subject to cancellation only upon written consent by Seller and upon payment by Buyer of all reasonable costs for expenses and efforts expended thereon.
2. Terms of sale
2.1. Unless otherwise expressly stated, the products are sold freight, carriage and insurance paid to jobsite (CIP) for deliveries into the European Union.
2.2. Unless otherwise expressly stated, the products are sold to the Seller's factory for deliveries into any of the countries not listed in the preceding paragraph.
3. Prices
3.1. Unless otherwise expressly stated, prices do not include any taxes, duties, fees, costs or charges payable on the transaction such as VAT, import duties, customs fees, etc. All such taxes, duties, fees, costs and charges must be borne by Buyer.
3.2. In case of orders with an unspecified delivery time, prices indicated in the order confirmation will remain firm, provided that the order is released for fabrication and delivery takes place within six (6) months as of the date of the order confirmation. If the order is not released for fabrication within six (6) months as of the date of the order confirmation or, in the event of a release, is not delivered during that period, Seller shall have the right to increase its prices by one (1) percent per month of delay beyond the six (6) months period referred to above. If the order is not released for fabrication within twelve (12) months as of the date of the order confirmation or in the event of a release is not delivered during that period, Seller shall have the right to apply prices in effect at the time of delivery.
4. Delivery
4.1. The dates for delivery indicated by Seller are the dates on which the products are transferred to the first carrier in the event of a CIP sale or to the carrier at Seller's factory in the event of a sale ex factory. These dates are estimates only and Seller will have no obligation to deliver at a specific time, unless specifically agreed to in writing.
4.2. The delivery time shall be reasonably extended if normal production or delivery of the products is delayed due to circumstances outside Seller's reasonable control, such as action by government or other public authority, war, riots, strikes, lock-out, epidemics, flood, fire, breakdown of machines, inadequate supply of raw material or energy, unavailability of transport, etc.
4.3. If Buyer fails to take delivery of the products at the agreed delivery time, Buyer shall be under an obligation to effect payment as if the products have been normally delivered. Cost and risk of storage of the products will be borne by the Buyer.
5. Transfer of risk
The risk of loss or damage to the products is transferred to Buyer upon Seller's transfer of the products to the first carrier in the event of a CIP sale or to the carrier in the event of a sale ex factory. Any claims based on loss, damage or delay in transit must be filed by Buyer with the carrier. Any claims filed by Seller with the carrier, will be filed on Buyer's behalf and will not imply that Seller accepts responsibility for transport of the products.
6. Trade terms
Where trade terms are included in the agreement, they shall be interpreted according to Incoterms 2020 edition unless special provisions of the agreement set forth different or additional rules.
7. Inspection
Buyer shall inspect the products upon arrival at destination and inform Seller immediately in writing in case of non-conformity of the products as spelled out in the agreement. Buyer will be deemed to have accepted the products as delivered unless Seller is notified to the contrary.
8. Warranty
8.1. Any descriptions of the products in the contract are for the sole purpose of identifying them and does not constitute a warranty. In the interest of product improvement, the right is reserved to change specifications and/or design without incurring any obligation. For any defect of the products supplied, which shall also include any non-conformity as referred to in paragraph 7, Seller's liability to Buyer will be as provided in the paragraph of liability. No person, agent or dealer is authorised to enlarge upon these warranties.
8.2. The products are warranted for a period twenty-four (24) months from the date of shipment or after the date the Buyer has been notified that the products are ready for delivery.
8.3. Seller's warranties of merchantability and fitness of products manufactured by it are limited to the repair or replacement of defective parts and do not extend to personal injuries or other loss or damage arising directly from use of the products to the maximum permitted by law.
8.4. Buyer shall report and fully describe the claimed defects in writing to the seller in or his representative immediately upon discovery and shall take adequate steps to prevent further damage. This warranty does not cover the costs of removing, shipping or reinstalling the equipment. In the event the customer insists on having a part replaced by the seller without consent, any intervention will be invoiced to the buyer at the applicable BAC rates. In any case the buyer will enable seller to correct the defect during normal working hours. The buyer must provide safe and sufficient access / egress to the installed equipment to allow normal maintenance and replacement of moving parts. Costs incurred for the provision of safe access / egress are not covered by this warranty. Upon delivery it is the responsibility of the buyer to inspect the goods and report any defects / damages in writing (via the CMR document). Claims must be presented to the seller at the time of delivery, else all defects / damages shall be deemed to have occurred thereafter. The warranty does not cover defects arising from normal wear and tear, improper handling, storage, rigging or installation, or from inadequate maintenance, incorrect operation, or damage and wear caused by abrasive or corrosive materials used in its products and modifications or repairs carried out by third parties.
8.5. On request from BAC the buyer shall return the defective part DDP to BAC for inspection. In that case BAC will issue an RMA (Return Material Authorisation) document, which needs to join the returned goods. If the inspection of the defective part shows that the defect is due to normal wear and tear, improper handling, storage, rigging or installation, or from inadequate maintenance, incorrect operation, or damage and wear caused by abrasive or corrosive materials, the replacement part (and labour/ travel and transport costs if applicable) will be invoiced at the current rate. In case the defect is covered by warranty BAC will replace/repair the defective part and send it back to the buyer.
8.6. Warranty obligations are conditional upon Buyer complying with the payment terms of the agreement.
8.7. The warranty period for parts repaired or supplied under warranty expires with the original warranty period but no sooner as 12 months after this delivery or repair. (This will not change the expiration of the warranty for all other components from the original supply).
8.8. The warranty period for spare parts is 12 months after shipment. The warranty includes only the repair or replacement of the spare part. No labour for installation of this part is included. The warranty period for services is 12 months after execution of the works The liability on parts and service is limited to the sales value of the parts or the service.
8.9. The BAC warranty is limited to the delivery address as defined in the accepted buyers order. Costs incurred to reach an alternative installation address other than that specified in the accepted buyers order are not covered under the warranty.
8.10. Seller's liability shall be limited to the above and Buyer shall have no right to claim cancellation of the agreement, reduction of the price or compensation for any incidental or consequential damages such as loss of profit, economic loss, etc. Seller shall not be liable for consequential, indirect or punitive damages. Personal damages which are excluded by sellers insurance policies are excluded from sellers liability (public & personal liability insurance)
8.11. Buyer assumes responsibility for compliance with any regulations, codes, standards or ordinances applicable to the installation, location, operation or maintenance of the products. 8.12. The Seller may provide additional training free of charge. This training will be provided on an “as is” basis , without any additional contractual obligations for the Seller. Seller shall have no liability for claims, damages or indemnities arising from or related to this training.
9. Payments
9.1. Payments shall be effected, free Seller's bankers, in accordance with the provisions of the order confirmation. Cash discounts are not permitted.
9.2. If Buyer fails to observe the agreed due date of payment, it shall without formal notice be liable to pay interest on the overdue amount from the due date at a rate which shall be the current overdraft rate applied by Belgian banks. Buyer shall also be liable for any currency exchange loss suffered by Seller for late payment.
9.3. The non-payment of any amount on the due date gives Seller the right to claim payment of other amounts owing to Seller and not yet due, as well as to cancel or suspend any outstanding orders without any formality and without any prejudice to Seller's right to claim damages for breach.
9.4. We reserve the right to, even during the execution of the order, ask the buyer for guarantees of payment and as long as that guarantee is not provided to suspend all our obligations or to cancel them, without the intervention of a court, by means of a registered letter, without the buyer being able to claim compensation and without prejudice to our right to damages.
9.5. All our invoices are payable within thirty days of the invoice date, without any deduction, to our bank account stated on the invoice.
9.6. In case of non-payment on the due date, interest at a rate of 10% shall be due on the sum owed until full payment without any warning or notice of default being required.
9.7. In case of non-payment in full or in part of the debt on the due date without serious reasons, eight days after a notice of default without result the sum owed shall furthermore be increased by a lump sum of 10%, with a minimum of EUR 125, even if periods of grace are granted.
9.8. In any case of non-payment, bankruptcy, application for composition, extension of payment, liquidation, seizure, summons before a court as a result of overdue payment, opening of a dossier by a department to track down companies in difficulties, reports in the press about poor solvency, the obvious inability of the buyer, the sale, transfer, pledge or contribution in a company of the trading fund or the equipment of the Buyer, … all the outstanding sums, shall immediately become payable, without a notice of default being required for this, and despite any payment conditions and/or drawing on bills of exchange or promissory notes permitted previously and/or spread deliveries agreed upon, and we shall have the right to suspend or cancel all our obligations without intervention by a court, by means of a registered letter, without the client being able to claim any compensation and without prejudice to our right to damages
9.9. In any case of non-payment we have a right of retention on all goods that have been handed over to us by the buyer until full payment of the principals, interest and costs, without us being obliged to pay any compensation for this.
10. Retention of title - acceptance of risk
10.1. The goods sold or delivered, even if they have been processed, shall only become the property of the buyer on full payment of the price, the interest, damages and costs. All our preliminary studies, circuit diagrams, calculations to dimension components, detailed drawings, plans, descriptions, software, software protection, flowcharts, program descriptions, CE conformity studies and certificates, models, etc. shall remain our property until payment has been made in full.
10.2. Once the goods have been received by the buyer, the buyer shall bear all risks, also for the loss or destruction of the project.
10.3. In case of non-payment, the buyer may not sell, rent or in any way dispose of the delivered goods. The buyer shall maintain them in perfect state and shall insure them against all risks. If third parties claim the goods or seize them the buyer shall immediately inform us of this.
10.4. We have the right to take back the products delivered without the intervention of a court. The buyer hereby already give permission to enter the locations where the goods are and they shall indicate the goods and confirm our ownership of them.
10.5. The execution of our retention of title shall not dissolve the agreement. We have the right to sell these goods privately or by auction. The proceeds shall, after deduction of the sales costs, be offset against the buyer’s obligations. Any surplus shall go to the buyer.
10.6. The buyer’s advance shall remain acquired by us and if necessary shall be offset against the buyer’s obligations.
11. Returns
Products may not be returned except by permission of authorised factory officials of Seller and, when so returned, will be subject to a handling charge and a charge for transportation costs, if any.
12. Applicable law and jurisdiction
12.1. The agreement shall be governed by Belgian law.
12.2. Any disputes relative to the existence, the interpretation or performance of the agreement shall come under the exclusive jurisdiction of the courts of Mechelen, on the understanding that Seller reserves the right to deviate from this rule and to bring the dispute before the court of Buyer's place of business.
13. Exoneration
13.1. The Buyer must immediately on receipt check the goods and test them for defects or shortcomings, certainly before incorporating them or delivering them to third parties.
13.2. The buyer releases us from liability if:
13.2.1. it has not sent us its written complaint with proper motivation as soon as possible, but no later than three working days following, the receipt of our product for visible defects; the discovery of the defect for hidden defects;
13.2.2. the buyer provided us with incorrect, ambiguous or incomplete information, dimensions or variables;
13.2.3. the warranty of our supplier has terminated;
13.2.4. twelve months have passed since the delivery or implementation;
13.2.5. the instructions for use, our instructions, safety instructions or regulations, the application or protection that is customary or has been agreed upon has been abused; in case of excessive or uneven load, incorrect processing or assembly with faulty parts, unsuitable foundation, improper use, neglect, accident; if assembly, a change or repair was not carried out by us; if the client does not maintain the delivered goods;
13.2.6. our error or a shortcoming in our delivery cannot be proven clearly and certainly and as the first cause of proven damage;
13.2.7. its claim covers more than the cover of our insurance policies and/or the sums paid out by the insurance company in this respect, these general conditions, that which is agreed upon or the liability of our supplier. We will send you a copy of our insurance policies at your request.
14. Limited liability
14.1. We can only be held liable for deliberately or by serious offence made errors.
14.2. Our liability is insured by our insurance policy of which we can send you copy for your inspection if you wish; except for the factory warranties of our suppliers, we limit our liability to the cover and sums paid out by the insurance company in accordance with that policy.
15. Guaranty clause
15.1. The buyer indemnifies us against all third-party claims, convictions and the ensuing costs, even the costs of defence and assistance, for which we, due to an error by the buyer and/or third parties and/or due to the current general terms and conditions, are not or were not liable.
16. Privacy Statement
16.1. BAC values and respects your privacy. For more information about our privacy policy, please read here.
