Terms and conditions of sale

ARTICLE 1 – These general terms and conditions shall apply to all sales of products and/or supplies of services by ROX to the customer. These general terms and conditions supersede any other terms 
and conditions of the buyer, even if these have not been specifically rejected by ROX.
ARTICLE 2 – Reception : The delivery is made non-free and at buyer’s risk, even in case of a different free delivery. The acceptance of the goods in principle always takes place in our warehouse, before departure from the factory. This clause covers the conformity of the goods, concerning the quality and the quantity, as well as the dimensions. The loading by the buyer implicates the unconditional and definitive acceptance of the goods. The buyer shall check the goods before loading, so before departure. 
In case intermediaries should buy part of the goods, they shall always act as mandatories and on the buyer’s account and no deviation is opposable.
If there have been executed tests, and these were approved , then the goods are accepted in any case.
ARTICLE 3 – The buyer shall also grant all guarantees to the seller, i.e. the guarantees she will require during the execution itself as security for the payment of the purchase price and the execution of the agreement . 
These guarantees are the choice of the seller, a property on business and/or claims or accept bills of Exchange, whether or not with aval at the choice of the saleswoman, bank guarantee, etc. 
The costs involved are on the buyer’s account. The coverage by the insurer also belongs to these guarantees.
If this coverage collapses, our company will be able to dissolve the agreement provided that there was a notification.
ARTICLE 4 – Terms of delivery
A) The term of delivery is without liability on our behalf and is only a serious estimation.
The buyer grants us an additional term of 30 days, after a written notification for delivery. This additional term can only start at the end of the approximated, originally given date of delivery. The seller is never in default without any notification.
B) The goods shall be taken by the buyer within eight days after they were  placed at the disposal of the buyer. As soon as this term has expired, the invoice will be made out and the amounts due will be payable. This date legally implies the replacement of risk as well as the obligation of payment. 
C) If the term of delivery has passed, and our notice of default has not been followed up within 15 days, the contract is cancelled by operation of law and the buyer will have to pay a compensation of 33%.
D) The seller is neither responsible for damage nor for adverse effects resulting from a delay of delivery if our company affects no error or in case of strike and force majeure and/or assembling, in case our firm does not get the raw materials or the products from the subcontractors in time or in case of a strike and under circumstances beyond one’s control. 
In this case, the principal is free to terminate without claim for compensation the contract for the delivery that has not been executed, when a notification of thirty days after the due date remains without consequence without serious reasons, provided an immediate settlement between the parties.
ARTICLE 5 – If the amount due is not received by us in full at the fixed due date, the invoice shall be increased, ipso jure, by operation of law and without notice of default, with an interest at the rate of 10% per annum, until payment in full is made.  
In case of (partial) non-payment of the debt on the due date, without serious reasons and after futile summons, the remaining debt will be increased by 12% as a fixed compensation, with a minimum of 150,00 euro and a maximum of 2000,00 euro, even if a period delay has been granted.
ARTICLE 6 – In the event of a dispute pertaining to acceptance, every complaint shall be deemed inadmissible if the entire consignment has not remained undamaged or untouched. Any processing,treatment, trading or encroachment upon the goods, to the merest extent whatsoever, shall have the effect of rendering a complaint inadmissible, regardless of its nature, and shall imply acceptance of the entire consignment, which constitutes a single whole. The return of the goods, or even a part thereof, shall not be accepted.
ARTICLE 7 – In case the buyer fails to grant the demanded guarantees, or in case a value or an invoice is paid too late or is not paid at all on the due date, the deliveries may be stopped choice, even without notification and even in case of bills of exchange. The seller will be allowed to consider the contract as dissolved by right ipso jure, by operation of law and to claim immediate payment of all sums due, without taking notice of the granted term of payment, by sending a notification.
ARTICLE 8 – Non payment on the due date of a part of the deliveries, or a part of the contract shall  make the balance of all bills, letters of exchange included, immediately payable and grants us the  possibility to demand forced purchase. 
ARTICLE 9 – Termination of the buyer’s account. For all cases in which the sale is dissolved  on the buyer’s account, the buyer engages himself to pay a fixed sum to the seller as an indemnification  for loss of profit. This sum amounts to 33% (VAT excluded) of the value of the goods of which the sale  is terminated. If the goods are in production, the seller has the right to be fully compensated.
ARTICLE 10 – If the production – sale is executed in accordance with a drawing, model or made to scale, the indications and modalities given by the buyer are determining for the execution and the conformity, on the responsibility of the buyer. Our company has no responsibility on this matter whatsoever as the buyer gives all the specifications.
ARTICLE 11 – The title of property of the goods shall pass to the buyer only when payment in full has been received by the Seller. In case of non-payment at the due date and after a notice of default without consequence upon demand without notice for 8 days, the buyer must return forthwith to the seller all merchandise, even if the merchandise is  partially paid for. The buyer has to pay the seller a compensation of 33% of the value of the goods that have been taken back by the seller. If the goods aren’t in their natural state anymore, the compensation will be increased. The buyer shall permit the seller or servants or agents of the seller to enter on to the buyer’s premises and repossess the goods at any time. In case the customer would refuse to give us the permission to pick up the goods, our company has the right to impose damages of 250 euro for each day of delay in order to get the goods back. 
ARTICLE 12 – Only the law of Belgium can be applied on this agreement. Only the Belgian courts of the jurisdiction of the registered office of the company will be competent to take note of all legal recoveries and claims. Only the seller can deviate from this clause.