General conditions

GENERAL CONDITIONS OF SALES

1. Preamble

With our order confirmations, the customer declares that he has taken note of our general conditions of sales and has expressly accepted them. These conditions exclude and prevail over all other conditions or documents, such as any purchase conditions, general or specific conditions and contracts and annexes of the buyer.  The possible nullity of one or more clauses of these general conditions does not affect the application of the other clauses.

2. Offers

Our quotations and prices are, unless otherwise agreed, non-binding and subject to sale. The data contained in our offers, drawings, illustrations and weight specifications are approximate, unless expressly agreed otherwise. Our prices are based on the current costs of raw materials, wages and social security contributions and will be revised in accordance with any changes in these production costs. In addition, all prices offered or confirmed are subject to changes in the execution of orders, unless otherwise stated. Our prices are quoted in cardboard packaging, including paper.  All taxes, duties, postage and other costs are to be borne by the buyer.

3. Delivery time

The delivery times are given as an indication, transport time not included, and start to run after receipt of all the data necessary for the perfect execution of the order and after payment of the agreed deposit.  No delay in delivery can lead to the cancellation of the order, nor the refusal to take delivery, nor give rise to the payment of any indemnity.

4. Execution

The best care will be given to the perfect execution of the orders but the customer accepts the general tolerances of the market, the trade and the specific raw material and the normal differences which could exist between the manufactured part and that conceived on drawing or according to any model given to us. Any case of tolerance more severe than the general tolerances of the trade will have to be validated beforehand by the seller at the level of their feasibility by measurements CPK > 1.66.  The quantities ordered can be supplied with a difference of 5% more or less.

5. Counterfeit

The submission by the buyer of drawings, parts of drawings or models for the manufacture of his order shall release the seller from any liability for possible counterfeiting, without prejudice to the seller's rights of recourse. We shall not be liable to third parties for any claims to industrial property rights in respect of equipment manufactured according to drawings or models.

6. Transport and Acceptance
Unless otherwise agreed, our goods are sold ex works (EXW Incoterms 2020), received and accepted at our works, the costs of receipt, any transport insurance requested by the buyer and any taxes or duties being always borne by the buyer. Goods shipped by any means of transport, even carriage paid or carriage on account, will always travel at the risk and under the responsibility of the buyer, even if we take care of the delivery by our own means and at our own expense.

7. Complaints

Any complaint concerning the quantity, the quality or the conformity must, in order to be admissible, be addressed to us in writing at the latest within 8 days of the receipt of the goods¸ Beyond this period, no complaint will be accepted.  For any complaint recognized as founded by us, our responsibility will be in any case limited, at our choice, either to the replacement of the defective goods, or to the refunding of the invoiced value, and in all cases without being bound to any compensation.  Defective goods can only be returned after written agreement of the seller.  The liability of the seller is always limited to the legal warranty.  In the case of contract work on parts belonging to the buyer, our guarantee shall never exceed the value of our own work.  In the event that we have collaborated in the design of the parts, and insofar as this design has been remunerated, our guarantee shall extend to any design defect, in proportion to our participation, and shall be limited to the replacement of the part in question.  The use of our goods is at the sole discretion of the purchaser and is solely binding on him.

8. Tools

Unless otherwise agreed in writing, the tools designed or built by us, even if charged to the purchaser, remain our property and we do not allow them to leave our factories.
After complete acquisition, the exclusive use of the tools is reserved for the purchaser for a period of five years after the last order. At the end of this period, the tools will be considered worthless and may be dismantled.  If the purchaser is a natural person, the exclusive use of the tools is granted on a personal basis and ceases by death, incapacity, bankruptcy, cessation of activity, transfer of business in any form.  If the purchaser is a legal entity, the exclusivity ceases by bankruptcy, cessation of business, assignment, dissolution, merger or legal transformation into another company.

9. Drawings, models and studies

We reserve full ownership of our specifications, plans, drawings, studies, simulations or models supplied with our offers, which may not be used, copied, reproduced, transmitted and/or communicated by the Buyer to third parties without the Seller's prior written consent.  The results of a study cannot be considered as a project or an executable plan and may not be used as such.  If the buyer uses the results of a study, we shall not be liable for any errors, defects or negligence.  By commissioning the study, the purchaser waives all recourse and undertakes to hold us harmless from any claims for damages that may arise from it.

10. Payment

All our invoices are payable at the registered office of the seller, net, without discount and in euros to one of our financial accounts within thirty days of the end of the month of invoicing or on the due date previously accepted by us, which shall not be considered as novation.  In the absence of a complaint by registered letter within eight days of the date of dispatch, the invoice will be deemed to be accepted by the debtor.  All invoices, even those not yet due, shall become immediately payable in the event of non-payment of a previous invoice.  We reserve the right, even for partial shipment of a contract or an order, to require from the buyer the guarantees that we will judge suitable for the perfect execution of his commitments.  Refusal by the purchaser creates the right to cancel all or part of the contract or order without our having to resort to formal notice or summons beforehand, nor to have the cancellation pronounced in court.  This right is reserved to us without prejudice to any damages we may have to claim.  We reserve the right to invoice any order as soon as it is ready in our factories if the buyer does not give his instructions within ten days after the planned delivery date.

11. Late payment - Non-performance - Postponement of dates

Our invoices shall bear interest thirty days after the due date, without the need for prior notice of default, in derogation of the provisions of Article 1146 of the Civil Code. The rate of interest on arrears shall be the interest rate published in the Belgian Official Gazette in application of the law of 02.08.2002 concerning the fight against late payment in commercial transactions. Without prejudice to this interest on arrears, the delay in payment and/or the non-fulfilment of its obligations by the buyer shall entitle us to claim reasonable compensation for all relevant collection costs incurred. By way of example, these costs shall include (but are not limited to): costs of registered reminders, costs and fees for judicial collection.  In the event that the Buyer has failed to pay for the goods delivered or in any other way has failed to fulfil his obligations or has postponed the delivery dates of firm and provisional orders by more than 6 months, the Seller may terminate the contract in whole or in part by simple registered letter, ipso jure and without prior notice of default or without having the contract terminated in court. In this case, upon simple request of the Seller, the Buyer shall be obliged to pay damages, the minimum of which is fixed by agreement, taking into account the potential damage, at 35% of the annual value of the historical transactions of the last 24 months of the program concerned, subject to the Seller's right to prove more considerable damage, in particular (not exhaustive): stocks of components manufactured or in the course of manufacture for firm orders of the Buyer or raw materials purchased, received or to be received, for the parts or the provisional and firm program of the Buyer. The Seller reserves the right to cancel orders not yet delivered or to suspend delivery by written notice to the Buyer.   

12. Force Majeure

If, as a result of force majeure, the seller is unable to perform the contract or part of the contract, the seller has the right to cancel the contract by simply notifying the buyer in writing of the cause preventing performance of the contract. In this case, the seller is not obliged to pay damages to the buyer.

13. Applicable law - Jurisdiction

The agreement between the parties, its execution and interpretation are subject to Belgian law.
In case of dispute, only the courts of the judicial district of Tournai are competent, the judgment will be made in French language.

14. Transfer of ownership

The goods remain our property as long as the buyer has not fulfilled all his contractual obligations.

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