Terms and conditions VZW Demival

1. Field of Application.

Every offer, every proposition of agreement, every invoice and every agreement from DEMIVAL is subject to present terms and conditions and excludes the application of general and special conditions of the contractor, unless with DEMIVAL’s prior and explicit written consent. No consent can be inferred from DEMIVAL if she is negotiating with a contractor without having first protested the clauses stated on the contractor’s documents.

2. Prices, offers and delivery terms

The validity of every offer by DEMIVAL is limited to thirty days, starting from the issue date. After this term, the offer expires ipso iure, unless otherwise stipulated in writing by DEMIVAL. The prices stated in the offer are only indicative and may be subject to change. As sign of acceptance of the offer, the contractor will return a signed double for consent or an official order to DEMIVAL, after which DEMIVAL must send a confirmation order. Only at that moment  the contract has been concluded. If price increases occur due to price modifications of products, packaging, wages, government measures, transportation, exchange rate fluctuations or more, between the time of the order and the order confirmation or between the order confirmation and the delivery, DEMIVAL will be entitled to pass these price increases onto the contractor. The agreed delivery times are estimated and for informational purposes only. They do not commit DEMIVAL given that DEMIVAL commits itself only to best effort. Even if DEMIVAL happens to exceed these delivery times, it may never lead to contract termination or to compensation.

3. Responsibility for transport

Unless otherwise agreed in advance and in writing, the delivery of the ordered goods, both nationally and internationally, happens Ex Works (INCOTERMS EXW). The risk passes onto the buyer/contractor upon delivery, Ex Works warehouses and sheds from DEMIVAL. The custody and risk of goods waiting for pick-up happens at risk of the purchaser / contractor, cases of force majeure and destruction included. When the delivery of the goods is not done Ex Works, but at another agreed destination, the goods will be loaded, transported and unloaded at the recipient’s risk, even if DEMIVAL is in charge of the transport. All transportation-, freight- and insurance costs, import taxes, national or international customs duties, fines etc. will be at the expense of the contractor, unless explicitly agreed otherwise in writing. The contractor is solely responsible for obtaining permits and for complying with national and international law or regulations related to the importation and use of goods in his country or region. The contractor commits himself to guarantee DEMIVAL in that regard for any amount, interest or costs.

4. Expiry period for complaints.

The conformity of the goods supplied or processed by DEMIVAL is to be judged according to the usual tolerances in the sector. All complaints concerning DEMIVAL services or products need to be submitted in writing to DEMIVAL within 8 days after delivery, under pain of being declared null and void. Except of the foregoing, complaints solely regarding the content of the invoices must also be submitted by writing and within eight days after receipt of the invoice. After this period, and in absence of written complaint, the delivery or the invoice is considered accepted. Any claim related to services or products provided by DEMIVAL needs to be introduced before the courts within the year of knowledge by the contractor of the fact which the claim is based on, and, anyway, within two years after the delivery date, both under pain of being declared null and void.

5. Sustainability of invoices.

All invoices are payable within eight days after invoice date and portable to Deinze (Belgium), regardless of how paid, even by bills of exchange, transfers or endorsements. Payments shall be made without any discount or reduction for whatever reason. DEMIVAL may, at its choice and at any time, ask the contractor for bank guarantee, collateral security, warranty or prepayment of invoices. The contractor may, under no circumstances, invoke a complaint or a dispute to suspend the payment of invoices. Possible returns do not release contractors from payment, even if returned with consent of DEMIVAL. In case of return, the contractor agrees to waive his rights regarding the goods and to pay to DEMIVAL a daily allowance according to market conditions for storage and administration costs, until the dispute is completely resolved by judicial settlement or by final judgment. The acceptance of the return by DEMIVAL is always made under all proper reserves and without any prejudicial recognition.

6. Interests

All invoices that are partially or totally unpaid on the due date will raise, automatically  and without notice, an interest delay of 1% on the total amount of the claimable debt per month, to start from the due date.

 

7. Damages for late payment or for breaches by the contractor.

Any delay in the payment or unilateral termination of the agreement, done by the contractor, will make him accountable, besides the interests ipso iure and without prior notice, for a lump sum equal to 12% of the invoice amount. He will also have to cover  additionally the lawyer’s fees and expenses. These all for a minimum of EUR 250 as a way of compensation and without prejudicing DEMIVAL’s right to claim additional damages.

8. Duties of DEMIVAL

DEMIVAL will make its best efforts to realize its commitments but never commits to any result. The contractor also waives all his rights regarding consequential damages.  Anyway, the liability of DEMIVAL will be limited to the sum insured by the civil liability insurance of DEMIVAL .Consequently the contractor explicitly waives all his rights for other or additional damage then subject to insurance coverage of DEMIVAL and to payment thereof. The contractor will guarantee DEMIVAL against any other claims made by third parties against DEMIVAL in court or outside, both for principal, interest and costs including expertise costs or attorneys' fees and expenses. DEMIVAL is released ipso iure from all its contractual obligations or compensation in case of force majeure or contingency. The failure of third party suppliers or internal social or technical conditions will automatically be considered as contingency  or force majeure if they lead to total or partial impossibility.

9. Nullity

If one of the clauses of the present Terms and Conditions would to be declared void, it would not affect the validity of other clauses. Parties would then endeavor, promptly and in good faith, to establish a new valid clause with the same economic effect. In absence of agreement regarding the clause, the judge, as requested by the most diligent party and in interlocutory proceedings if necessary,  shall be competent to command new measures to achieve this goal.

 

10. Law and courts

The present Terms and Conditions and all agreements to which present Terms and Conditions apply, shall be governed by Belgian law. Dutch will be the only procedural language. For all disputes, the courts of the district of Ghent (Belgium) will be as only competent. Except for the recovery of open invoices, parties commit themselves to follow a mandatory mediation before or during procedures, but for precautionary measures.