1. General
1.1 In these terms and conditions “Vendor” means Lamifil NV, “Goods” means the products and services described in our offer and on the final invoice. “Customer” means the person, firm or company placing an order with Lamifil or shown on the invoice as being liable to pay for the Goods.
2. Packaging
2.1 Unless specifically stated otherwise, the cost of packaging (drums and/or pallets) is not included in our price. If packaging prices are not specified, they will be invoiced in addition in accordance with the Lamifil packaging price list.
2.2 Unless specified otherwise, goods will be delivered on non-returnable wooden drums protected with wooden battens, and will be marked according to the Vendor standards unless specific instructions have been agreed between Customer and Vendor.
2.3 Returnable packing materials will be refunded at the originally invoiced warranty value if returned by the Customer to the Vendor free of costs and in perfect condition within 12 months of delivery. In addition, the Customer must provide the Vendor with a separate note listing the number of drums returned on the shipping day of the packing materials. “Perfect condition” means the packaging is returned in the same state as received upon delivery, i.e. without any defects, damage or extra markings.
3. Price and metal adjustment
3.1 The Metal Value contained in Lamifil price offers (Copper, Aluminium, Silver, Steel, etc. ) is always given as an indication only and is not binding. The final Metal Value will be adjusted to the Metal market price and currency exchange rates on the unknown of the first trading day of the month of delivery of the Goods and prior to delivery of the Goods.
3.2 All offers are expressed in euros. Amounts expressed in other currencies are given as an indication only and are not binding.
3.3 Transformation prices in foreign currencies will be revised after receipt of the final and complete purchase order.
3.4 In case Order volumes are increased after the fixation of the metal price and quantities, the price of the additional metal will be subject to a new metal fixation in accordance with Article 3.1.
3.5 Price fixation implies a clear commitment from the Customer to take delivery of a given quantity at a given time in the future. Any failure by the customer to take delivery on the agreed date may result in a price adjustment on the actual delivery date. Failure to take delivery of the hedged volume will result in neutralizing our hedged position on the market at current market prices. Any loss with regards to the cancellation of the hedging position shall be due immediately by the Customer.
4. Order confirmation
4.1 All orders accepted are subject to these terms and conditions which cannot be altered by the Customer’s terms and conditions of purchase. No additions to, or changes in, these terms and conditions shall be binding unless explicitly accepted in writing by the Vendor.
4.2 An offer is made without any commitment. An order is only accepted by the Vendor if it is confirmed in writing by the Vendor with an order confirmation.
4.3 Order confirmations sent by email are legally binding for both parties.
5. Payment
5.1 All invoiced sums are payable net cash. Invoices are to be paid in Antwerp, regardless of the mode of payment or of shipping of the Goods.
5.2 All applicable customs duties and taxes must be paid by the Purchaser.
5.3 The Vendor reserves the right to charge interest on overdue amounts accruing on a daily basis from the date payment is due until the date of actual payment (both before and after any court decision) at a rate of 12% per year. This rate may be adjusted to the official interest rate applicable to late payments in commercial transactions, as published by the Belgian Government from time to time. In addition, without prejudice to all other sums recoverable by the Vendor, 15% of the invoice amount is payable by the Customer to cover the costs of recovering overdue payments, subject to a minimum of €100.
5.4 In case of arrears, all of the Vendor’s other claims on the Purchaser still to fall due will become payable immediately without any formal notice. In addition, the Vendor shall have the right to cancel all current orders or to suspend their execution.
6. Delivery, delay, cancellation
6.1 The Vendor reserves the right to supply the quantities of Goods sold with a difference of 5%, more or less. The product effectively produced and delivered will be invoiced.
6.2 In case of transmission or railway cable deliveries, the vendor reserves the right to deliver a maximum of 5% of the total order length/volume in short lengths.
6.3 Delivery schedule
The delivery terms indicated in our offers are given as an indication only and do not constitute any obligation whatsoever for the Vendor. The Customer discharges us of any liability for late delivery, and its consequences.
The risk of loss and/or damage (but not the title) to Goods supplied by the Vendor, shall pass to the Customer at the time of delivery. Delivery takes place at the moment the Goods are shipped by the Vendor to the Customer, or to any other person to whom the Customer has authorised the Vendor to deliver the Goods. Thereafter, the Vendor shall not be liable for the safety of the Goods.
6.4 Delays
Delivery dates and deadlines can only be met if all documents to be delivered by the Customer, such as drums, lengths, transportation details, technical specifications, and others are complete. If the Customer fails to provide this information on time, the Vendor is entitled to set a new delivery date or time schedule.
In case of force majeure (as described under 12. Liability), all deadlines will be extended accordingly.
The Customer discharges us of any liability for late delivery, and its consequences.
6.5 Should the Customer wish to postpone dispatch of delivery by more than one month, the Vendor will be entitled to invoice the produced goods immediately and to charge storage and insurance fees at the rate of 0.5% of the total price of the items per full week of extended storage. The parties shall be free to provide evidence of higher or lower storage costs.
6.6 Cancellation
Orders passed on to the Vendor can only be cancelled, partially or in whole, with the explicit written consent of the Vendor. Orders already in the last step of production planning, or for which production has already started, cannot be cancelled.
In case of cancellation in whole or in part, all costs already incurred by the Vendor will be charged to the customer. The Vendor also reserves the right to invoice the entire amount of the order, with a minimum of 10%. The cancellation cost of orders will be determined by the Vendor at their own discretion.
6.7 Should an order or fixation be cancelled or quantities reduced after fixation of the metal prices, the Vendor will have to sell the surplus metals purchased at going market prices. Should there be a price difference, it must be settled by the customer. An administration fee of €500 will be charged in addition to the market price difference.
7. Inspection of goods for railway and transmission
7.1 The Customer is entitled to request Vendor inspection of the goods (only valid for railway and transmission projects) before delivery at their own expense. In this case the Vendor will send an invitation for inspection to the Customer. If the Customer fails to respond to the invitation for inspection in a timely fashion, the Vendor reserves the right to deliver the Goods without prior inspection. Inspection includes the Vendor’s standard set of tests. All costs related to inspection, except for standard type tests, will be at the expense of the Customer.
7.2 Any test outside the standard set of type tests will be charged separately following the Vendor’s price list.
8. Quality
8.1 Unless otherwise agreed, the quality of the Goods ensues from the specifications drawn up by the Vendor (or Customer specifications approved by the Vendor).
8.2 The properties of the samples and specimens are only binding if the Vendor and the Customer have explicitly agreed that these properties would be a part of the quality of the Goods.
8.3 The stipulations with regard to the quality and the solidity of the Goods are, like any other stipulation, only binding if explicitly agreed upon by the Vendor and the Customer.
8.4 The Vendor works according ISO 9001:2008 quality and ISO 14001:2004 environmental standards.
9. Warranty
9.1 The Vendor provides a warranty for the non-conformity of goods to the quality of goods agreed upon. The warranty is limited to 12 months after the date of manufacturing.
9.2 The customer must give notice of any claims in writing within eight (8) days after delivery of the Goods. All notices must provide reasons and be documented with pictures, drum and coil numbers, and samples.
9.3 Defective goods will only be repaired or replaced if a non-conformity is explicitly confirmed and agreed by the Vendor after evaluation. The title of replaced parts automatically transfers to the Vendor.
9.4 By no means can the Customer claim the right to any kind of indemnity or compensation outside replacement or repair of Goods only.
9.5 In case a warranty claim is unjustified, the Customer will reimburse all costs incurred by the Vendor.
9.6 There shall be no right to claim damages or warranties in cases where there are only slight deviations in the quality or usage agreed upon, normal wear and tear, standard production deviations or damage occurring after passing of risk, or as a result of incorrect or negligent handling by any party except the Vendor.
10. Installation and advice
10.1 Unless explicitly agreed otherwise, the Vendor is not responsible for installation, on site testing or any on-site support whatsoever. Nor is the Vendor responsible for the delivery of tooling or other support materials needed for the installation or for the further use of the Goods.
10.2 If the Vendor provides services including advice, they do so based on the state of the art at the moment they start providing the services.
10.3 Instructions and information concerning the suitability and use of the Goods do not release the Customer from their obligation to carry out their own examination and inspection of the Goods. Advice given by the Vendor does not guarantee that the goods are suitable for the use planned by the Customer. The Customer cannot hold the Vendor liable for any such advice.
11. Validity
11.1 All offers are valid for acceptance within 60 days from the offer date, unless explicitly mentioned otherwise. Prices are based on the conditions and quantities mentioned in the offer body: any change in the scope may lead to a price adjustment.
12. Retention of title
12.1 The Vendor retains legal title to all supplied items, including the right to dispose of the goods, until the customer has completely settled all outstanding financial obligations owed to the Vendor.
In case the customer does not fulfil their obligations, especially in cases of failure to make payment according to the agreed terms, the Vendor has the right to reclaim the goods and/or rescind the contract. In such cases the 12.2 Customer will be obliged to release the goods to the Vendor. By reclaiming the goods or enforcing its reservation of ownership, the Vendor does not automatically rescind the contact unless this is explicitly declared to be the case.
13. Liability
13.1 The Vendor shall not in any circumstances whatsoever be liable for any special, indirect, consequential or economic loss, including, but not limited to, loss of profits, revenue, goodwill or anticipated savings, howsoever caused.
3.2 The Vendor’s liability is limited to the Warranty as described in Article 9. The Vendor will not be liable for any damages causes by force majeure. In all cases the liability of the Vendor is limited to 5% of the order transformation price.
13.3 The following events are to be considered as force majeure: all events which would prevent, perturb or make more difficult the realisation of the supply, manufacturing or delivery programmes of the Vendor. Amongst other things covered by this definition are accidents, factory or machinery damage, explosions, fires and flooding, internal troubles, official hindrances, difficulties in making Goods available at the point of delivery as well as the non-availability or restricted availability of raw materials, the non-delivery by one or more producers regularly supplying to the Vendor, for whatever reason, of materials needed for production and of energy, etc.
14. Arbitration, place of jurisdiction, applicable law
14.1 These terms and conditions and all contracts under these terms and conditions are governed by, and shall be construed in accordance with, the laws of Belgium. All disputes shall be submitted to the exclusive jurisdiction of the Court of Justice of the first district of Antwerp and of the other Antwerp courts and tribunals.
15. Binding force
15.1 The clauses mentioned above shall be binding until, and unless, a clause is amended or replaced in the body of the offer, in which case such amended or replaced clauses shall prevail to the extent of any inconsistency.
16. Confidentiality
16.1 The Customer shall maintain strict confidentiality and not disclose to third parties any information relating to the Company’s business matters, especially about the development of the solution and pricing described in the offer/order/order confirmation/invoice.
16.2 The Customer agrees to keep confidential and protect from third parties all manufacturing and commercial secrets, confidential information, documents, know-how, materials, and other items related to the products offered.
16.3 The Customer acknowledges and agrees that, during and after the term of this Agreement, the Vendor shall have the right to use the Customer’s and end-Customer’s name and logo in the Vendor’s marketing, publicity, and promotional activities and materials, without further consent or approval from the Customer. The Customer may waive this right at any time during the term of the Agreement by informing the Vendor of such a decision in writing.
17. Language
17.1 These general terms and conditions may be brought to the knowledge of the Customer in another language than the language of the agreement, merely in order to facilitate the understanding of these terms and conditions. In case of a dispute concerning interpretation, the text drawn up in English will prevail.
