General terms and conditions of sale (GTCS)
OBJECT :
The purpose of these terms and conditions is to govern and specify the contractual relationship between APYDEL (hereinafter referred to as "the seller", "we" or "APYDEL") and its customers (hereinafter referred to as "the customer", "the purchaser"), in the context of a contract for the sale of objects designed, created and/or distributed by APYDEL.
ARTICLE 1: GENERAL INFORMATION
Our general terms and conditions of sale, delivery and all operations carried out with the customer, set out below, are deemed to be known and accepted by the customer, even if they contradict the customer's own general or special terms and conditions of purchase.
The nullity or invalidity of any of the following clauses shall not affect the validity of the contract or the other provisions.
Where applicable, the parties undertake to replace the invalid or unenforceable clause with a valid clause that is the closest in economic terms to the invalid or unenforceable clause.
In the absence of proof to the contrary, the customer acknowledges having received a copy of these terms and conditions of sale.
The contractual relationship between APYDEL and the customer, as well as its interpretation, is governed solely and exclusively by the sales contract and these general terms and conditions, to the exclusion of any other document, in particular drafts, offers or preparatory documents.
ARTICLE 2: OFFER
Our offers are binding for a maximum period of two weeks, unless expressly stated otherwise in the offer.
ARTICLE 3: CONCLUSION OF CONTRACT
The contract is concluded exclusively by written confirmation of the seller on the order form, by sending an order confirmation by e-mail.
ARTICLE 4: PRICES
Unless expressly stipulated otherwise, all prices specified in our price lists and brochures are always exclusive of VAT and do not include material placement or delivery charges.
The selling price is the price indicated on our price list in force on the day the contract is concluded or the order is placed.
At the time of invoicing, in the event of an obvious error in the selling price of an item on the order confirmation, the seller reserves the right to unilaterally modify the price of the item in question.
ARTICLE 5: PAYMENT - DEPOSIT
Unless otherwise expressly stipulated, a deposit of 30% of the value of any order will be required when the order is placed.
Unless expressly agreed otherwise, all invoices are payable at APYDEL's registered office in cash, without discount, within 8 days.
ARTICLE 6: ACCEPTANCE
The customer has two options for taking possession of the goods: collection from APYDEL's premises or delivery.
This choice must be specified on the order form.
- Removal
If the customer chooses to collect the goods, it undertakes to collect them within 2 weeks of the day on which APYDEL notifies it that the goods are available on its premises.
For any delay in collection, the total price to be paid by the customer to APYDEL is increased by €50 per day and per item to be collected.
- Delivery
If the customer chooses to have the goods delivered, the seller is released from the obligation to deliver in the event of an act of God or force majeure.
In particular, the following are considered to be force majeure events: strikes, late deliveries by suppliers, war, fire, natural disasters, difficulties in the company's internal organization (absence of staff due to illness, machine breakdowns, etc.) when these circumstances delay delivery or make it very difficult.
The seller will not have to establish the unforeseeability or irresistibility of the event.
ARTICLE 7: TRANSFER OF OWNERSHIP - RETENTION OF TITLE
We retain ownership of the goods until full payment has been received, and all obligations, including claims owed to us by the customer, have been settled.
ARTICLE 8: WARRANTY
Acceptance by the customer is equivalent to approval of apparent defects.
Hidden defects must be notified to APYDEL within 15 days of receipt and/or discovery of the defect, without prejudice to the application of mandatory provisions of public order which are more binding on the seller.
Failing notification within the fifteen-day period, the claim will no longer be admissible.
ARTICLE 9: LIMITATION OF LIABILITY
We are liable for our wilful misconduct or gross negligence in causing damage, to the exclusion of our slight negligence, even if it is habitual.
We are not responsible for the use of the goods by the customer.
Should we be held liable, our liability is limited to the actual damage suffered personally and directly by the customer, without any compensation whatsoever for a benefit hoped for and not realized or for a loss that could have been avoided.
In the case of custom-made objects, we are only responsible for the adequacy of the final object with the initial plans.
ARTICLE 10: PENALTIES FOR NON-COMPLIANCE WITH CONTRACTUAL OBLIGATIONS
Any invoice unpaid on its due date shall automatically and without prior notice bear interest at 10% per annum.
In addition, the non-payment of an invoice on its due date automatically entails the application of a penalty clause, with a minimum amount of 50 euros by way of fixed compensation for the costs incurred by the failure to perform, even if an extension is granted.
The penalty clause rate will be :
- 15% if the principal sum claimed is between €1 and €4,000
- 10% if the principal sum claimed is between €4,001 and €12,500
- 7.5% if the principal sum claimed is between €12,501 and €25,000
In the event of non-payment of an invoice, we shall be entitled to terminate current contracts for deliveries or services still to be performed, without the need for further action and subject to the right to claim damages before the appropriate courts.
In addition, non-payment of an invoice or any other sum due will render all other outstanding debts due and payable, even in the event of facilities having been granted, and will entitle us to take back any equipment delivered and not yet paid for in full, without the need for further action.
ARTICLE 11: APPLICABLE LAW AND JURISDICTION
Belgian law applies to both the interpretation and execution of the sales contract.
Any dispute relating to the formation, performance or interpretation of these terms and conditions, or of any agreement to which they apply, which cannot be resolved amicably, shall be submitted to the exclusive jurisdiction of the courts of the judicial district of Mons.
ARTICLE 12: CONFIDENTIALITY
Information of any kind and in any form whatsoever belonging to the seller and of which the customer may become aware within the framework of the execution of the sale, the order or any other operation, will be considered strictly confidential.
The customer undertakes not to divulge them to anyone in any form whatsoever, except to those of its employees who need to know them in order to carry out the order or any other transaction between the seller and the customer, and to return them to us immediately on request.
The customer undertakes to inform its staff of this confidentiality obligation, and to ensure that they comply with it.
No publication or communication, written or oral, may be made by the customer concerning any work or information obtained in connection with the execution of the sale, order or any other operation.
Any failure to comply with the present article shall automatically give rise to the application of a penalty clause, with a lump-sum indemnity of €3,500 for costs incurred.
In addition, any breach of this article entitles us to terminate current contracts, for deliveries or services still to be performed, without the need for further action and subject to damages to be asserted before the appropriate courts.