General Sales Conditions Berfon SRL
1.APPLICATION These general conditions apply to all orders which are entrusted to the company Berfon SRL or to any service provided by the company Berfon SRL. With the stipulations of the order and any special conditions, they form the sales agreement. By signing the agreement or the order form or by accepting the order confirmation, our client expressly acknowledges having read these general conditions and having accepted them. When a service provided by the company Berfon SRL is not preceded by an order form, these general conditions will apply and the invoice considered to have been accepted by the customer, failing a written and reasoned dispute with the invoice issued in the 15 calendar days following the date of receipt of this invoice.
2.DEROGATIONS Only derogations that are the subject of a written agreement by Berfon SRL may modify the application of these general conditions of sale.
3. EXCLUSIONS Unless expressly agreed in writing by Berfon SRL, the general conditions of purchase and sale written on all writings from our customers are not binding on us. The market is always deemed to have passed on our own terms, the acceptance of an order does not entail our adherence to the purchasing conditions of our client. The customer therefore expressly declares that he irrevocably waives the benefit of his own conditions in the context of relations between the parties, including in future relations, unless expressly agreed otherwise in writing.
4.OFFERS Unless otherwise stipulated in writing by Berfon SRL in our offer, we reserve the right to modify it as long as it has not been accepted in writing by our client, in particular in the event of a price increase finished products during the offer period. Under no circumstances can we be held responsible for any changes made to it. The commitments made by the agents and representatives of our company are only binding on the latter after its written ratification. These commitments are therefore systematically, and unless otherwise agreed in writing, subject to a condition precedent. The prices, dimensions, technical specifications and various information included in the catalogs, notices and prices are indicative and without obligation. Berfon SRL reserves the right to make the necessary changes at any time without notice.
5. ORDERS Any order placed with us is only binding after written confirmation from Berfon SRL. The place of conclusion of the contract will therefore always be the place of the head office of Berfon SRL. The modifications made by the customer to his order form or to our offer are only valid on condition that we have accepted and confirmed them in writing. Any claim due to possible or alleged inaccuracies in our order confirmation must, on pain of foreclosure, reach us in writing within 8 days of confirmation. The cancellation by the customer of one of his orders not yet in progress will automatically entail the payment of a fixed and irrevocable indemnity equal to 25% of the total price of the order, in our favour, this indemnity being intended to cover the administrative costs exposed by our company for the establishment of offers, correspondence, inventory management, as well as our loss of profit. If the cancellation of the order occurs after we have ordered the finished products or incurred costs to respond to the customer's order, we reserve the right, as the case may be, to simply pursue the execution of the contract or to claim a fixed and irrevocable compensation equal to 50% of the amount of the order, this compensation being intended to cover, in addition to the costs stipulated above, any penalties towards our suppliers or the forced acquisition of the finished products which are the subject of the agreement cancelled. No cancellation will no longer be accepted as soon as the service ordered has started as part of services, or the sending of finished products has started with our supplier or as soon as we have acquired them, in the case of delivery of finished products.
6. DELIVERY TIMES The deadlines indicated in our offers are given for information only and do not include any commitment on the part of Berfon SRL. The delivery time for finished products is defined as the time between ordering and making these finished products available for collection by the customer, or for sending these finished products by a carrier. The delivery time therefore does not in any case include the time related to transport. If a deadline is imperative and conditions an order, it must be clearly specified as such on the purchase order by the customer (express mention of the terms "Conventionally imperative deadline"). Even in the latter case, the customer cannot, when the delivery is delayed, claim compensation but give him the possibility for him to cancel the quantities still to be delivered, and this, from a month after a regular formal notice and remained ineffective on the part of Berfon SRL. In all cases where a mandatory delivery or completion date, with a penalty, would be agreed, exceptional circumstances or force majeure, such as war, civil unrest, fire, transport paralysis, strikes, breaches of our money - processors or suppliers, etc. (This list is not exhaustive), give us the right either to revise our deadlines, or to renounce the market without the customer being able to assert any right to compensation.
7. DELIVERY AND TRANSPORT OF FINISHED PRODUCTS Finished products subject to a contract must be collected by the customer at the following address: 99 rue les tiennes, 5100 Wierde, within the deadline. If transport is the responsibility of us conventionally, this obligation must necessarily be specified in writing in the order form, specifying the place of delivery or the collection point to be used. Transport ordered by us from carriers is carried out by the means of our choice, unless otherwise agreed in writing. In the case of transport ordered by us, the finished products travel at the expense and risk of the customer, except for fraud on our part. Berfon SRL can in no way be held responsible for any abnormally long delay linked to the transport of finished products.
8. RESERVATION OF OWNERSHIP OF FINISHED PRODUCTS Berfon SRL retains its ownership right over finished products sold until full payment of the price and its accessories (any costs, interest and penalties). Consequently, the client expressly prohibits himself from selling, assigning, pledging and in general disposing of the goods which are the subject of the contract, before clearance of his account, under penalty of being prosecuted for breach, in particular in articles 491, 521, 522 and 523 of the Penal Code.
9. PAYMENT All our prices are understood to be exclusive of VAT, except when they are clearly mentioned, VAT included. Orders are deemed to have been placed at our head office and our invoices are payable in the same place, without discount. The amounts owed by our customers are therefore conventionally portable and not at all fair. Payment must be made according to the invoice data, at no cost to Berfon SRL, VAT included and within the stipulated time. Unless otherwise indicated, payment must be made in cash, without delay. The complaints do not suspend the customer's payment obligations and the latter expressly declares that he does not raise the exception of non-performance against us for any reason whatsoever, even in the case of successive contracts.
10. CONSTITUTION OF GUARANTEE AND SUSPENSION OF DELIVERY Independently of the agreed payment conditions, the customer authorizes us to claim before delivery a bank or other guarantee for the performance of his payment obligations. As long as the customer has not provided this guarantee, we will be entitled to suspend any subsequent delivery. It will be the same, in the case of successive contracts, as long as the customer has not satisfied its payment obligations relating to previous deliveries. We also reserve the right, in the event of non-payment or late payment of an invoice, to cancel deliveries remaining to be made, without the customer being entitled to claim any compensation. In this case, the customer will be liable to us for the compensation stipulated in article 5 of these general conditions.
11. FORFEITURE CLAUSE In the event of non-payment of an invoice which has become due, Berfon SRL is authorized to invoke the forfeiture of the term which is provided for other invoices not yet due, without notice and as of right . Consequently, all of the invoices still in progress (principal and accessories) will become due.
12. DEFAULT OF PAYMENT Any amount unpaid on its due date will automatically carry, without prior notice, a conventional default interest equal to the legal rate increased by 5% (example 7% + 5% = 12%) per year, without may be less than 12% per year, from the date of the invoice. In addition, any unpaid amount upon maturity will be increased ipso jure and without prior notice of a flat-rate and irrevocable contractual indemnity in the amount of 10% of the remaining balance due with a minimum of € 75 subject to any other damages and / or interest. Conventional interest at the predefined rate will also apply to this penalty clause, from the date of the invoice, until full payment. Any partial payment will be charged in priority to the costs, then to the accrued interest and finally to the capital, in accordance with article 1254 of the Civil Code, notwithstanding the content of any statement and any intermediary charge previously communicated.
13. RESOLUTION - TERMINATION The foregoing stipulations do not contain any waiver of our right to claim at our convenience, in the event of non-payment or non-compliance by our client with its contractual obligations, the resolution or termination of the sale with allocations of damages and interests. In this case, the customer will be liable for the compensation stipulated in article 5 of these general conditions.
14. GUARANTEES - CLAIMS In the event of a defect in the finished products delivered by Berfon SRL, the manufacturer's guarantees will apply. Under no circumstances may Berfon SRL be held responsible for anything, the role of Berfon SRL being limited to the purchase and resale of finished products. Berfon SRL cannot be held liable in the event of a client error. Complaints about a non-conforming delivery or a defective product on delivery are admissible only if they have been sent within three days of delivery, by registered letter to the post office, addressed to our head office. exploitation. If the complaint is recognized as justified, by ourselves and by our supplier in the case of a defect in finished products, our obligations will be limited exclusively to the free provision of a new replacement product after having received defective finished products, without our being able to be held liable for any compensation whatsoever, direct or indirect, except in the event of fraud or gross negligence on our part. Any warranty claim is governed by the warranty conditions established by the suppliers of Berfon SRL
15. INVOICE CHALLENGE In the absence of a written and reasoned objection to an invoice issued by BERFON SRL within 15 calendar days following the date of receipt of this invoice, these general conditions will automatically apply and the invoice concerned will be considered as accepted by the customer.
16. ASSIGNMENT It is expressly agreed that Berfon SRL may at any time assign its rights resulting from this contract to a third party, the acceptance of these conditions automatically and anticipating the client's agreement to the assignment or novation. If the client intends to contest this legal transaction, he must inform the transferor and the transferee by registered mail or by bailiff, within 3 calendar days of becoming aware of the legal transaction. Otherwise, his silence will confirm the prior agreement in principle contained herein.
17. ATTRIBUTION OF JURISDICTION AND APPLICABLE LAW Any dispute relating to the interpretation or execution of the contract is the exclusive jurisdiction of the courts of Namur, courts of the place of conclusion of the contract and of the place of removal of the finished products. The contract is deemed to be concluded under Belgian law and exclusively in French, the only law applicable to contractual relations between parties, notwithstanding any external criteria linked to the contract.