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General Terms of Sale - Brachot-Hermant NV
The fact of placing an order legally implies the acceptance of the following terms of sale that always have priority on the conditions of the customer.
- Orders are not binding without a written and signed confirmation. Our price-lists serve as an indication only and are communicated without commitment.
- Principally, quotations are valid for 30 days. Except agreed otherwise, the customer is supposed to collect his order within 30 days after production. After this period, Brachot-Hermant is no longer obliged to maintain the agreed prices. Measures of governments can at all times have an effect on the price. Failure to deliver goods sold may be excused by an "act of God".
- Natural stones are sold with their natural faults. Any sample provided, can only be considered as an indication concerning the origin and colour of the goods sold, and the client can never expect or demand the goods, to be identical in colour and veining, to the sample. Certain deviations on measurements should be accepted and they cannot give cause to any complaint. For the above we refer to the specific European Norms for natural stone.
- Returns can only be accepted based on a written confirmation by Brachot-Hermant NV assuming that the goods are in the original packaging and have not been damaged in any way and under the conditions specified in the confirmation.
- The buyer is not entitled to compensation. Our liability to pay compensation in respect of agreed defects shall be limited to the cost of replacing the goods, which contain the agreed defect, as long as the goods have not been placed, treated, transformed and by doing so, accepted.
- The buyer and/or individual end user, including persons who come to inspect or choose goods in our warehouses, are fully responsible for their choice of the type of product. Any information given by NV Brachot-Hermant or its staff, cannot have any impact beyond that of plain information, and constitute no obligation whatsoever for our company. Neither are we liable for the choice by the buyer and/or end user of unsuitable material and/or unsuitable finish in view of the later use or application of the material bought. The customer-buyer is autonomous in his decision on the product and the finish he requires, excluding the NV Brachot-Hermant from any kind of liability (whatsoever).
- Unless stipulated otherwise, our prices are ex-works Deinze, exclusive of charges and taxes. All goods are considered being inspected in detail on our premises, both as to amount and quality as to dimensions. All shipments are to the account and the risk of the person who places the order or of the addressee, even if delivery is free. Partial deliveries are possible. Additional material due to the real dimensions of the ordered material, has to be paid.
- On penalty of invalidity, all claims or remarks must be submitted to us in writing, with complete contact information as mentioned on the invoice, within one week upon receipt of invoice. For transport damage this is 48 hours upon receipt of the damaged goods. Treatment or processing of materials implies acceptance of said materials.
- All prices exclude Value Added Tax. In case of reversed charge or exempt from VAT, the buyer will on simple demand transfer the needed documents to Brachot-Hermant NV.
- All invoices are payable in full at Deinze or to the bank accounts mentioned, within 30 days after date of invoice. From the thirtieth day on, interest will be charged on all overdue payments subject to a 1,5 % monthly interest charge with a minimum of 25 EUR. In addition a lump sum of 15% of the invoice amount (minimum 125 EUR), may also be charged. The lump sum as well as the increase is legally due and without previous proof of default. We reserve the right at any time to withdraw all credit terms, and, if we do so, all amounts payable, will immediately become due, and deliveries under any contract between us will be suspended, until full payment is made .
- Brachot-Hermant NV is at all times entitled to require an advance payment as a security for payment of the invoices, at which the performance of any delivery commitments can be withheld until payment has been effectuated.
- Clause of reservation of property. The goods sold shall remain property of Brachot-Hermant until full payment has been received, including the costs mentioned in article 10. All risks remain to the account of the buyer. The paid advances remain acquired of the seller as a compensation of eventual losses in case of resell. This retention of title clause applies to all goods sold by NV Brachot-Hermant, still in possession of the customer, even if they have been paid for. If the buyer processes and resells the goods owned by the seller, he passes on to the seller all claims resulting from this resell from that moment on.
- Except otherwise confirmed in writing, all amounts of any nature, or any claim that the customer may supposedly have, may not be withheld or set off in any way from amounts that are due to Brachot-Hermant NV by the customer.
- In case of dispute, only the courts in Ghent and the justice of the peace court in Deinze are competent. All agreements and contracts are considered to be made in Deinze.
For foreign customers, the above-mentioned stipulation applies as prorogation clause. Only Belgian law is applicable.
Version April 2014
General Terms of Sale - Brachot-Hermant UK
1.1 ‘Buyer’ means the person business or company who agrees to buy the Goods from the Seller.
1.2 ‘Conditions’ means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller.
1.3 ‘Delivery’ means when the Goods are available for inspection and collection by the Buyer.
1.4 ‘Delivery Date’ means the date specified by the Seller when the goods are available to be inspected and collected from the Seller’s premises.
1.5 ‘Goods’ means the articles which the Buyer agrees to buy from the Seller.
1.6 ‘Price’ means the price for the Goods excluding tariffs carriage packing insurance VAT and any other costs or charges.
1.7 ‘Seller’ means Brachot Hermant UK Ltd of Wood Lane, Erdington, Birmingham B24 9QJ.
2.1 These Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order confirmation of order or similar document.
2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions.
2.3 Delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions subject to clause 5.2
2.4 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.
The Price and payment
3.1 The Price of the Goods shall be the price stipulated in the Seller’s published price list current at the date of Delivery of the Goods. VAT shall be due (in addition to the Price) at the rate ruling on the date of the VAT invoice.
3.2 Payment of the Price VAT and any other applicable costs and/or charges shall be due within 30 days of the date of the invoice. Time for payment will be of the essence.
3.3 Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment, plus 8% stuatory interest plus VAT and any other costs/charges referred to on the invoice or £125 (whichever is the higher) may become payable at the Seller’s discretion as agreed liquidated damages.
4.1 The quantity and description of the Goods shall be substantially the same as set out in the Seller’s quotation so far as the Seller is reasonably able so to do.
4.2 The Goods shall be manufactured and supplied in accordance with (so far as reasonably practicable) the description contained in the Seller’s specification and processed in accordance with any applicable safety standards specifically requested to be complied with by the Buyer and agreed to by the Seller.
4.3 The Seller may from time to time make changes in the specification of the Goods which are required to comply with any applicable safety or statutory requirements or which do not materially affect the quality of the Goods.
4.4 Whilst the Seller endeavours to process the Goods to the Buyer’s request the Buyer acknowledges that dimensional tolerances and the nature of the Goods dictate any description or dimensions are approximate and for guidance only.
Warranties and liability
5.1 The Seller warrants that the Goods will at the time of delivery substantially correspond with the description given in the Seller’s quotation. Except where the Buyer is dealing as a consumer (as defined in the Unfair Contract terms Act 1977) all other warranties, conditions or terms relating to fitness for purpose, satisfactory quality or condition of the Goods and whether implied by statute or common law or otherwise are excluded and the Buyer is responsible for selecting Goods for any intended purpose.
5.2 The Goods shall be inspected by the Buyer on or before the Delivery Date at the Seller’s premises.
Delivery of the Goods
6.1 Delivery of the Goods shall be deemed to have been made when the Seller confirms to the Buyer the Goods are ready for collection. The Buyer shall make all arrangements necessary to take delivery of the Goods when they are tendered.
6.2 Unless the Buyer shall pay the Price VAT and any other sums due on the invoice by BACS or Telegraphic Transfer into an account approved in advance by the Seller or procure the acceptance by BNP Paribas Fortis of a bill of exchange drawn on the Buyer’s bank for the Price VAT and any other costs and/or charges due on the invoice before the Delivery Date the Seller shall be at liberty on its own account to deal with sell or otherwise dispose of the Goods.
6.3 The failure of the Buyer to pay for the Goods on the due dates shall intitle the Seller (at the sole option of the Seller);
6.3.1 Without notice to suspend further availability of the Goods pending payment by the buyer; and/or
6.3.2 To treat the contract as repudiated by the Buyer and the Seller reseves its rights to pursue the Buyer for any reasonable handling and storage charges incurred by it.
Acceptance of the Goods
7.1 The Buyer shall be deemed to have unconditionally accepted the Goods as compliant with the terms of this contract three days after the Delivery Date if no written notice has been received by the Seller raising any objections regarding the Goods.
7.2 After acceptance the Buyer shall not be entitled to reject Goods which are not in accordance with the contract
Risk and property
8.1 The Goods shall be at the Buyer’s risk as from the Delivery Date.
8.2 In spite of delivery having been made property in the Goods shall not pass from the Seller until
8.2.1 The Buyer shall have paid the Price plus VAT in full; and
8.2.2 No other sums whatsoever shall be due from the Buyer to the Seller. Until such time as property in the Goods passes from the Seller the Buyer request deliver up such of the Goods as are in the Buyer’s possession. If the Buyer fails to do so the Seller may enter upon any premises owned occupied or controlled by the Buyer where the Goods are situated and repossess the Goods.
Remedies of Buyer
9.1 The Seller shall be under no liability whatever to the Buyer for any indirect loss and/or expense (including loss of profit) suffered by the Buyer arising out of a breach by the Seller of this contract.
9.2 In the event of any breach of this contract by the Seller the remedies of the Buyer shall be limited to damages and/or replacement of any defective Goods due to the fault of the Seller. Under no circumstances shall the liability of the Seller exceed the Price of the Goods.
Proper law of these Terms and Conditions
These Terms and Conditions are subject to the law of England and Wales.
Neither party shall be liable for any default due to an act of God war strike lockout industrial action fire flood drought tempest or other event beyond the reasonable control of either party.