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Article 1: Scope
These General Terms and Conditions of Reynaers Aluminium NV, established at Oude Liersebaan 266, 2570 Duffel and registered in the Crossroads Bank for Enterprises under number 437.278.077 (hereinafter “Reynaers”), apply to all quotations/offers from Reynaers and to all (framework) agreements concluded by Reynaers with regard to the sale of its goods. Other general or special terms and conditions relied upon by the buyer shall not be accepted by Reynaers. No deviations from these General Terms and Conditions of Reynaers shall be allowed unless specifically confirmed in writing by Reynaers.
If a conflict exists between these General Terms and Conditions and a special agreement concluded in writing between Reynaers and the buyer (e.g. sales agreement, distributor agreement, special terms and conditions stated on the invoice, etc.), the provisions of this special agreement shall take precedence over the provisions of the General Terms and Conditions.
The buyer confirms that by placing an order, accepting a quotation or concluding an agreement, either in writing or orally, it has taken note of and accepted these General Terms and Conditions of Reynaers.
Article 2: Representatives and commercial agents
The commercial representatives and commercial agents of Reynaers are not authorised to commit the company, or to receive advances or payments, unless they have received specific written authorisation to do so. Agreements mediated by them must be approved and ratified in writing by Reynaers to be validly concluded.
Article 3: Orders
Any order placed by the buyer is subject to written acceptance by Reynaers. Reynaers reserves the right to accept or refuse any order without having to give a reason. The buyer cannot claim any compensation in the event Reynaers refuses to accept its order.
In the event that the buyer cancels an order after it has been accepted by Reynaers in writing, the buyer shall pay Reynaers compensation equal to 10% of the full purchase price of the goods ordered, without prejudice to the right of Reynaers to claim greater compensation if it can prove that its damage is greater.
If the order confirmation contains changes regarding the order placed by the buyer, the buyer shall be deemed to have accepted these changes, unless the buyer expresses its disagreement in writing within a period of eight (8) calendar days following receipt of the modified order confirmation. In that case, the purchase-sale shall not come into effect.
Reynaers shall be entitled to make any necessary changes to the goods after the order has been confirmed in writing without the buyer enjoying any recourse.
Article 4: Quotations and prices
Quotations by Reynaers are binding for the period specified in the special terms and conditions. If no term was specified in the special terms and conditions, quotations by Reynaers shall not be binding and may be withdrawn by Reynaers at any time prior to acceptance by the buyer.
Reynaers expressly reserves the right to change its prices based on changes in market conditions between the time the quotation is accepted by the buyer and the order is confirmed in writing by Reynaers, due to amongst others price changes for raw materials, energy, labour costs or transport costs.
Article 5: Delivery times
Delivery times are non-binding and purely indicative for Reynaers, unless otherwise stipulated in the special terms and conditions. The buyer can only claim compensation for non-compliance by Reynaers with the specified delivery time if this was explicitly agreed in the special terms and conditions and with a maximum amount of 10% of the price of the delivery in question. Even in the event of a binding delivery time, Reynaers reserves the right to postpone or suspend delivery in the event of force majeure as defined in these General Terms and Conditions.
Article 6: Delivery
Reynaers shall remain the owner of the goods until full and complete payment of its invoices and until all amounts due, including interest and costs, have been received on its account. In the event of non-payment on the due date, the buyer shall authorise Reynaers to take back the goods concerned, and to this end shall grant Reynaers access to the premises where the goods are located, irrespective of whether these goods have been processed.
The buyer shall comply in due time with all obligations and formalities required in respect of the retention of title according to the law of the place where the goods are located. It may not alienate, rent out, assign in pledge or as guarantee the goods concerned and shall inform Reynaers immediately of any third-party claims on the goods concerned. The buyer shall always ensure that the goods concerned are clearly identifiable and must inform third parties of the retention of title.
All deliveries shall take place in the warehouses of Reynaers. The buyer shall bear the risk of loss or damage as soon as the goods are loaded onto the means of transport of the first carrier entrusted with the transport of the goods, even if transport is provided by Reynaers.
The buyer shall accept partial deliveries.
Article 7: Acceptance of delivery
Acceptance of the goods by the buyer shall take place in the warehouses of Reynaers at the time of delivery unless it is agreed that delivery is to take place at the location indicated by the buyer.
The risk of loss of or damage to the goods shall pass to the buyer at the warehouses of Reynaers when the goods are loaded onto the means of transport of the first carrier charged with transporting the goods. The buyer shall be responsible for insuring the goods as of the transfer of risk.
The buyer shall cooperate actively to avoid unnecessarily delaying the acceptance of the goods.
The buyer shall inspect the goods thoroughly, immediately upon receipt, to check the conformity of the goods and to verify the existence of any visible defect. If the buyer believes that the delivered goods do not conform or show a defect, the buyer must inform Reynaers within 48 hours of receiving the goods. Failing this, Reynaers shall not be liable and the buyer shall be deemed to have accepted the goods in the condition in which they were delivered.
Notifications of any non-conformity or defects to Reynaers must be made in writing and include a precise indication of the goods concerned and the reasons for the rejection (goods do not conform to the order, not the correct quantity, damage, etc.). The buyer must take all possible measures to make a contradictory assessment possible, at the risk of forfeiting any possible complaint. Reynaers shall only be obliged to deliver other, equal or equivalent goods and repair the defects without the buyer being entitled to any other compensation for direct and/or indirect damage (such as but not limited to lost profit, loss of customers/business, economic loss, etc.).
Goods may only be returned if this has been expressly agreed in writing between the parties.
Complaints do not entitle the buyer to suspend its payment obligations.
Article 8: Liability
The liability of Reynaers under this agreement is limited to the completion, repair or replacement of the non-conforming or defective goods, with the exception of the liability of Reynaers for its wilful misconduct or gross negligence (or that of its appointees) or for the non-performance of its essential commitments under this agreement.
Article 9: Intellectual property rights
The Parties acknowledge that they each own their intellectual rights and that nothing in this agreement can be considered as grounds for the assignment of such intellectual rights. Without the consent of Reynaers, its moulds, containers, drawings, specifications, designs and other creations may not be reproduced or communicated to third parties.
Article 10: Payments
Payments shall be made at the head office of Reynaers, more specifically in cash and at the time of delivery, unless expressly agreed otherwise.
The acceptance of cheques, bills of exchange or promissory notes or staggered payments does not constitute novation.
Unless the parties agree otherwise in writing, all costs, taxes and charges in connection with the sale, delivery or use of the goods shall be borne exclusively by the buyer.
Reynaers may at all times require the buyer to provide security that is acceptable to Reynaers for the fulfilment of its obligations. If the buyer fails to provide such security, or fails to do so on time or adequately, Reynaers shall be entitled to demand immediate repayment of the purchase price or to regard the agreement as dissolved, without prior judicial intervention and without prejudice to the right to claim damages.
Article 11: Non-payment
If an invoice is not paid on its due date as stipulated in the general or special terms and conditions or as specified on the invoice, all amounts that the buyer still owes Reynaers for whatever reason shall become immediately due and payable, notwithstanding permitted payment facilities. Furthermore, fixed compensation of 10% of the outstanding amount, with a minimum of EUR 124, shall be payable by operation of law and without notice of default to cover administrative costs, as well as interest on arrears of 10% per annum. In the event of judicial collection, legal costs and lawyer’s fees shall also be charged to the defaulting buyer.
Article 12: Confidentiality
Each party is obliged to keep secret all confidential information received from the other party within the framework of their collaboration.
Each party agrees not to disclose or disseminate any confidential information, such as technical information and data, commercial information and know-how, pricing structures, costs, administrative and operational information, or to use the confidential information itself other than in the performance of this agreement with the other party.
Each party shall take steps to effectively safeguard the confidentiality of said information as long as the information at issue is not generally known to persons within the circles that usually deal with the type of information in question.
Article 13: Termination – Consequences of termination
Reynaers is entitled to dissolve the purchase-sale agreement(s) without notice of default and without judicial intervention and to stop further deliveries:
- if the buyer defaults on any payment or otherwise fails to meet its obligations;
- in the event of the bankruptcy of the buyer or an arrangement or composition with its creditors or a petition for dissolution or the appointment of a liquidator, or the equivalent of any of the above.
Article 14: Force Majeure
In case of force majeure, each party is entitled to suspend the performance of the agreement. Either party may terminate the agreement by written notice if the situation of force majeure persists for more than three months. The buyer may not at any time derive a right to compensation from this and, with regard to goods already delivered, its obligation to make payment shall continue to exist.
Force majeure includes, but is not limited to, strikes, labour unrest, illness of employees or staff of Reynaers, lock-out, riot, default or delay on the part of the suppliers of Reynaers, act of war, shortage of or defect in raw materials, epidemic/pandemic, transport difficulties or failure, full or partial mobilisation, import and/or export ban, government regulations imposed after the conclusion of the agreement, fire, explosion, communication line failure, power failure, earthquake, flooding and similar disasters. Force majeure does not constitute grounds for non-payment.
Article 15: Applicable law and competent court
These General Terms and Conditions and any purchase-sale agreement are governed exclusively by Belgian law to the exclusion of the Vienna Convention on the International Sale of Goods of 11 April 1980 and the Convention on the Limitation Period in International Sales of Goods.
The courts of Mechelen shall have exclusive jurisdiction to take cognisance of these disputes, unless Reynaers prefers to sue before the competent court of the registered office or place of business of the buyer.
Article 16: Invalidity
If any provision of the General Terms and Conditions is or becomes invalid at any time, the other provisions of the General Terms and Conditions shall remain in force and the parties shall replace the invalid or unenforceable provision by one or more new provisions that reflect as closely as possible the idea of the invalid provision.
Article 17: No waiver
Failure to enforce any of the provisions of these General Terms and Conditions at any time shall not be construed as a general waiver of such provision or of the right thereafter to enforce any provision of these General Terms and Conditions.
Article 18: Processing of personal data
Reynaers collects and processes the personal data (title, name, delivery and/or invoicing address, email address, telephone number, invoicing data, etc.) received from the buyer with a view to the performance of the agreement (including drawing up a quotation), customer management, accounting and direct marketing activities. The legal grounds for this processing are the performance of the agreement, fulfilment of legal and regulatory obligations and/or legitimate interest.
The data controller is Reynaers Aluminium NV, Oude Liersebaan 266, 2570 Duffel (CBE 043.278.077).
Personal data will only be transferred to third parties within the European Economic Area to the extent necessary for the aforementioned processing purposes (e.g. bank/payment service provider, collection agency, carrier, etc.).
The buyer is responsible for the accuracy of the personal data it provides to Reynaers (throughout the duration of the customer relationship) and undertakes to comply with the General Data Protection Regulation with respect to the persons whose personal data it has transmitted to Reynaers, as well as with respect to all possible personal data it may receive from Reynaers and its employees. The buyer confirms that it has been adequately informed about the processing of its personal data and about its rights to inspect, correct, delete and object. More information is available at www.reynaers.com and more specifically https://www.reynaers.com/privacy-policy#. There you will find our Privacy notice.