General terms and conditions.
1. All sales made, all work performed, and deliveries made by N.V. LAG TRAILERS against order shall be subject to the terms and conditions as appearing and described below. Any deviation from the same must be agreed in writing and expressly accepted in writing by the duly authorised representative of N.V. LAG TRAILERS.
2. Offer
All quotations of N.V. LAG TRAILERS shall be non-binding. The prices and terms and conditions shall only bind N.V. LAG TRAILERS for the period specified in the quotation. If no validity period is specified, N.V. LAG TRAILERS may unilaterally modify or withdraw any quotation at any time.
3. Orders - order confirmation
3.1. Only an order confirmation signed by or on behalf of the vendor shall bind N.V. LAG TRAILERS in its aforesaid capacity. The agreement therefore arises subject to the application of the General Terms and Conditions of N.V. LAG TRAILERS, and the execution shall also take place in accordance with these terms and conditions as appearing on the purchase order or invoice, subject to the total exclusion of the own terms and conditions of the other party of the contract.
A Purchase Agreement shall only come into force between N.V. LAG TRAILERS and the other party of the contract/buyer in accordance with the preceding subparagraph after written confirmation of the same by N.V. LAG TRAILERS in its capacity as vendor. The commencement of the execution of the agreement may be regarded as a confirmation of the existence of such an agreement, unless this was done subject to reservations. Orders accepted by a representative appointed by the seller, N.V. LAG TRAILERS, shall only be valid after the same are confirmed in writing by an authorised person who has the capacity to bind N.V. LAG TRAILERS as a legal entity.
3.2. The cancellation of an agreement entered into with N.V. LAG TRAILERS shall only be valid if this is accepted in writing by N.V. LAG TRAILERS.
If a contract or purchase/sale is cancelled, the other party of the contract shall be bound to pay liquidated damages at the rate of 15% of the agreed price, after N.V. LAG TRAILERS accepts such cancellation. This compensation shall cover the fixed and variable costs and the loss of profit suffered by N.V. LAG TRAILERS.
4. Delivery Periods
4.1. The goods shall be delivered in accordance with the details notified on the order form or invoice, depending on whether it is a purchase or a sale. Work to be performed shall be carried out in accordance with the order confirmation that may be sent to the contractor by or on behalf of N.V. LAG TRAILERS.
4.2. The delivery dates specified by N.V. LAG TRAILERS are only indicative, and shall not give rise to any obligation. A delivery period shall only commence after a regular, formal order, complete in all respects, is received and shall always be extended in case of late submission of documents and information by or on behalf of the other party of the contract.
The failure to meet a delivery date confirmed by N.V. LAG TRAILERS may in no case be invoked by or on behalf of the other party of the contract either to claim damages or to rescind the contract.
Force majeure as well as delays in delivery or performance of the obligations by or on behalf of sub-contractors, suppliers, transporters and all other contracting parties of N.V. LAG TRAILERS, cannot be attributed or ascribed to the latter by or on behalf of the other party of the contract, and shall confer the right on N.V. LAG TRAILERS to cancel the contract or to suspend the execution of the same without the other party of the contract thereby acquiring any right to claim any damage compensation.
5. Transport
The delivery shall always be deemed to have taken place at the Registered Office of N.V. LAG TRAILERS.
Transport costs shall always be borne by the other party of the contract, and if for any reason whatsoever, N.V. LAG TRAILERS accepts responsibility for the transportation, it shall act solely and exclusively as the agent of the other party of the contract, and the goods shall therefore be transported at the risk of the other party of the contract, even if the transport costs are borne by N.V. LAG TRAILERS.
6. Guarantee - Complaints
6.1. The goods sold by N.V. LAG TRAILERS shall be guaranteed against any defects in raw material and workmanship for a period of 6 months from the date of delivery.
The guarantee shall be limited to the replacement, free of cost, of items acknowledged to be defective.
Shipping costs, assembly costs, loss of use and all other incidental expenses or consequential damages shall always be payable by the other party of the contract.
The guarantee shall expire if the other party of the contract makes any changes or repairs to the goods without the prior approval of N.V. LAG TRAILERS, and also in case of unprofessional use and inadequate maintenance.
A claim made by or on behalf of the other party of the contract in connection with a hidden defect if any must be filed, failing which it shall lapse by operation of law, within 4 months after discovery, subject to the limitation of the short period laid down in Section 1648 of the Civil Code.
The other party of the contract shall bear the burden of proving to N.V. LAG TRAILERS that it used the goods in a professional manner and in accordance with the manual or instruction booklet that was supplied along with the goods, and will also have to prove the exact date on which it discovered a latent defect if any.
The guarantee specified in this clause does not apply to repairs or to used cars supplied by N.V. LAG TRAILERS, in which connection, it is stated that used cars are sold on ‘as is where is’ basis, after inspection and approval of the same by or on behalf of the other party of the contract.
6.2. The buyer should, as a professional, arrange for an inspection of the delivered goods in detail immediately after delivery/acceptance of receipt, and N.V. LAG TRAILERS shall thereafter no longer accept any complaints or comments from the other party of the contract concerning visible defects that are not notified within eight days of receipt. The mere lodging of a complaint on the grounds of non-conforming delivery shall not give the other party of the contract any right to postpone or suspend payment by the due date laid down by LAG TRAILERS.
7. Price - Payments – Retention of Title
7.1. 1) The price shall be as specified in the order form or in the order confirmation (in which case, the latter document shall prevail), whereby the other party of the contract authorises N.V. LAG TRAILERS to adjust the price according to fluctuations in the latter's fixed and/or variable costs, i.e. raw material costs, energy costs and labour costs, which list is not exhaustive. N.V. LAG TRAILERS shall notify such price adjustments in writing to the other party of the contract, specifying the elements underlying such price increase and the computation of the same accordingly, after which the new price shall be invoiced, and the other party of the contract shall be bound to pay the same.
2) The price shall be exclusive of Value Added Tax (VAT).
3) The price shall be exclusive of delivery, transport and shipping costs.
7.2. 1) Unless otherwise stated, the invoices of N.V. LAG TRAILERS shall be payable net without discount, in cash, at the Registered Office of the latter company.
If the invoiced amount is not paid by the due date, and after a notice of default for a period of 8 calendar days has been issued, a lump sum penalty of 10%, subject to a maximum of 2,500 Euros per invoice, shall be levied on the price, to compensate N.V. LAG TRAILERS for all costs and damages incurred by it due to the late payment, in addition to late-payment interest that may be payable by the other party of the contract.
In addition, interest at 8% per annum shall be payable from the due date, by operation of law. If any invoice issued by N.V. LAG TRAILERS is not paid by the due date, the outstanding balance on all invoices issued by N.V. LAG TRAILERS, whether or not they were due for payment, shall become immediately payable, by operation of law.
Without prejudice to the provisions of Clause 6.2. above, the other party of the contract may lodge a content-specific protest, with statement of grounds, against an invoice issued by N.V. LAG TRAILERS, within 15 days of shipment.
After the expiry of the period specified in the preceding paragraph, N.V. LAG TRAILERS and its contracting party shall assume that the invoice has been accepted by the other party of the contract.
2) The drawing and/or accepting bills of exchange or other negotiable instruments does not imply novation of debt and shall in no case prejudice the applicability of the General Terms and Conditions to the contractual relationship.
If a bill is protested, the other party of the contract undertakes to accept and pay all the costs resulting from the same. In addition, a late payment interest at a rate of 8% per annum shall be payable on the amount of the invoice by operation of law and without the need for prior notice of default, with effect from the due date.
Thus, where the other party of the contract may, with the consent of N.V. LAG TRAILERS, pay an invoiced amount through periodic on-account payments, the failure by the other party of the contract to make even a single payment on the due date shall ipso facto mean that the remaining balance shall be payable immediately and without the need for N.V. LAG TRAILERS to issue any prior notice of default.
7.3. Thus, where N.V. LAG TRAILERS and the other party of the contract agree on a sale-purchase arrangement, all the vehicles or other goods sold shall fully remain the property of N.V. LAG TRAILERS, until the latter receives/obtains full payment of the purchase price payable into its bank account, inclusive of everything, exclusive of nothing. Thus, where goods sold by N.V. LAG TRAILERS are sold to a third party by the other party of the contract (even if N.V. LAG TRAILERS has consented to the same), the retention of title stipulated in the previous paragraph shall extend, through the application of the principle of real subrogation, to the claim that arises within the property of the other party of the contract, and shall also belong to N.V. LAG TRAILERS.
The retention of title in favour of N.V. LAG TRAILERS shall, as per the aforementioned principle of real subrogation, also apply to and cover the claim on the assets of the other party of the contract, that arises on the grounds of services that the other party of the contract provides using the sold goods that may have been delivered or provided to it, and the same shall also be the property of N.V. LAG TRAILERS, to the extent of the amount payable to it.
Thus, where N.V. LAG TRAILERS and the other party of the contract agree that N.V. LAG TRAILERS shall carry out repairs or make other deliveries, which must be regarded as necessary repairs as per Section 20.4 of the Law on Preferential Rights and Mortgages, the other party of the contract is bound to notify such repairs and the cost thereof, to the possible owner of the article for which such deliveries and repair work were carried out (such as for example, the lessor or the finance lessor), subject to the condition that this party as well shall be bound to pay N.V. LAG TRAILERS the resulting cost/price, insofar as the other party of the contract continues in default of paying the invoice drawn up, on its due date.
8. Securities
If there is uncertainty on the part of N.V. LAG TRAILERS concerning the creditworthiness of the other party of the contract, then N.V. LAG TRAILERS may, through a notice sent by registered mail addressed to the other party of the contract, stating the grounds for the same, demand additional securities/guarantees for the payment obligations that may arise from the contractual relationship, and such other party of the contract shall be bound to furnish the same within a period of 15 days.
If the other party of the contract refuses to allow such recovery by N.V. LAG TRAILERS within the aforementioned period to the extent of the total amount payable to N.V. LAG TRAILERS, the latter shall have the right to suspend fulfilment of its obligations.
If the other party of the contract continues in such refusal for a period of 2 months, N.V. LAG TRAILERS shall have the right to terminate the Agreement and attribute the same to the other party of the contract, or to invoke such termination, in which case, the latter shall be liable to pay N.V. LAG TRAILERS compensation for damage as defined in the context of the provisions of Clause 3.2 of these General Terms and Conditions.
9. Dissolution/termination of an agreement with N.V. LAG TRAILERS
If the other party of the contract with N.V. LAG TRAILERS fails to fulfil its obligations within 10 days after N.V. LAG TRAILERS sends it a formal notice of default concerning the same, N.V. LAG TRAILERS may either dissolve the present agreement, or may take the stand that the other party of the contract has unilaterally severed this agreement. In either case, the other party of the contract shall be bound to pay N.V. LAG TRAILERS damage compensation equal to 25% (or higher if proven) of the price fixed under the agreement.
10. Applicable law and disputes
The agreements entered into between the other party of the contract and N.V. LAG TRAILERS shall be solely subject to the laws of Belgium. The courts having jurisdiction over the judicial district of Tongeren (Belgium) shall have sole and exclusive competence in respect of all disputes between the parties.
Version 2012.