GENERAL TERMS AND CONDITIONS
ARTICLE 1. SCOPE
These general terms and conditions apply to all offers, quotations, agreements and deliveries of goods by BV Athex Benelux, with registered office at 2240 Zandhoven, Vierselbaan 40, registered in the register of legal entities under number 0805.935.089 (hereinafter: ‘Athex’, ‘we’, ‘us’) to the customer. A ‘customer’ is any natural person or legal entity acting in the course of their professional activity or business and who enters into a contract with Athex.
By placing an order, entering into an agreement or accepting a quotation, the customer expressly declares that they have taken note of these general terms and conditions and accept them. The customer acknowledges that they had a reasonable opportunity to review the content of these general terms and conditions prior to concluding the contract.
In the event of any conflict between the provisions of special terms and conditions or an individual contract and these general terms and conditions, the provisions of the individual contract shall prevail.
ARTICLE 2. OFFERS AND CONCLUSION OF THE AGREEMENT
2.1 All our price calculations, offers and quotations are valid for 30 calendar days from the date of the quotation, unless expressly stated otherwise in the quotation.
2.2 An agreement is only concluded when Athex confirms the customer’s order in writing. If the customer accepts the quotation after the validity period, we reserve the right to revise the terms and conditions.
2.3 Changes, additions or verbal commitments to orders are only valid after written confirmation by Athex.
ARTICLE 3. PRICES
3.1 All prices are expressed in euros and exclude VAT and other levies, unless otherwise indicated.
3.2 All taxes, duties and/or levies relating to the goods delivered or their transport, including new taxes introduced after the conclusion of the contract, shall be borne by the customer, unless otherwise specified.
3.3 If an advance payment is requested, this will be explicitly stated in the quotation. Advance payments are definitively acquired and cannot be reclaimed by the customer.
3.4 Athex also has the right to request full payment of the invoice before dispatching the order. In that case, this will always be stated in writing on the order confirmation.
ARTICLE 4. TERMS OF PAYMENT
4.1 Invoices are always payable within 30 calendar days of receipt of the invoice, unless otherwise agreed in writing. The date of receipt of the invoice is presumed to be the third working day after the invoice date, unless the customer can prove otherwise.
4.2 Any disputes regarding invoices must be reported in writing within 8 calendar days of receipt of the invoice, failing which the invoice will be considered accepted. Obvious material errors, such as typing errors, are not considered disputes and do not suspend the payment obligation under any circumstances.
4.3 In the event of late payment, interest of 1% per month commenced shall be payable by operation of law and without prior notice of default. Furthermore, if the invoice remains wholly or partially unpaid on the due date without valid reason, Athex shall be entitled to claim, without notice of default, fixed compensation of 10% of the amount still due, with a minimum of 250,00 EUR.
4.4 In the event of non-payment of an invoice on the due date, all other claims against the customer that are not yet due shall become payable by operation of law and without prior notice of default. In that case, we may suspend the execution of all current orders, without prior notice of default and without compensation.
ARTICLE 5. DELIVERY AND RETENTION OF TITLE
5.1 The delivery period communicated by Athex is always indicative and serves merely as a target date, unless otherwise agreed in writing between the parties. The mere exceeding of the indicative delivery period does not in itself constitute a breach of contract.
5.2 Unless otherwise agreed, we are not responsible for delivery within the company premises or for installation.
5.3 Athex retains ownership of the delivered and/or ordered goods until full and effective payment of the principal sum and interest, costs and taxes relating thereto. In the event of non-payment on the due date, we have the right to take back the goods at the customer’s expense.
5.4 The risk of loss or damage to the goods passes to the customer at the moment the goods are made available to the customer or to the carrier designated by the customer at the agreed place of delivery within the Benelux (Incoterms 2020 – DDP).
5.5 If the goods are to be delivered outside the Benelux, the transport of the goods is at the customer’s risk. The transfer of risk to the customer takes place from the moment the goods are loaded onto the transport (Incoterms 2020 – Ex Works).
5.6 In exceptional cases, goods may not be sufficiently in stock. In this case, we may make partial deliveries. Athex will always inform the customer of this as soon as possible. We reserve the right to invoice the customer for the delivered portion. A partial delivery does not entitle the customer to any discount on the unit prices.
5.7 The electronic tracking number provided by the carrier and the delivery information it contains (date, time, location) constitute a rebuttable presumption of correct delivery to the customer.
5.8 Complaints about non-receipt of goods can only be submitted if they are reported in writing within 72 hours (3 calendar days) from the moment the status of the shipment is set to “delivered” or an equivalent status in the carrier’s electronic tracking system.
ARTICLE 6. COMPLAINTS AND INDEMNITIES
6.1 The customer must inspect the delivered goods immediately upon receipt. Any visible defects or non-conformities must be reported in writing to Athex within 3 calendar days of delivery. If the customer fails to submit a complaint within this period, they are deemed to have accepted the goods and any right to indemnification for visible defects lapses.
6.2 In the event of visible defects or non-compliant delivery, the customer is entitled to repair or replacement of the goods, or to a proportionate reduction in price, at Athex’s discretion.
6.3 Athex indemnifies the customer for hidden defects that render the goods unsuitable for their intended use, provided that the following conditions are met: (i) the defect was already present at the time of delivery, (ii) the defect was hidden, and (iii) the customer reports the hidden defect to us in writing within a reasonable period of time after discovering or should have discovered the defect, and in any case within 6 months of delivery.
6.4 We are not liable for defects or non-conformities resulting from improper use, normal wear and tear, or modifications or repairs carried out by the customer or third parties without our written consent.
ARTICLE 7. LIABILITY
7.1 Athex’s total liability is limited to the lower of the following amounts: (i) the amount actually paid under the applicable liability insurance, or (ii) the invoice value of the goods that gave rise to the damage, with an absolute maximum of €15,000.00 EUR.
7.2 Athex cannot under any circumstances be held liable for (i) indirect damage, consequential damage or purely financial damage, including but not limited to loss of profit, loss of turnover, loss of production, loss of opportunities, damage to reputation or loss of data; (ii) damage resulting from or related to incorrect, careless or improper use of the goods, (iii) damage resulting from failure to comply with the instructions for use, maintenance or storage, or resulting from normal wear and tear of the goods. incorrect, incomplete or late provision of information by the customer.
7.3 The customer acknowledges and accepts that all commitments are made exclusively by Athex. The natural persons involved in the production, packaging, delivery or installation of the goods (including directors, employees and self-employed workers) cannot be held personally liable for any damage resulting from or related to the goods delivered, except in cases of fraud or intent. The customer expressly waives any possible direct right of action against the natural persons mentioned in this article, regardless of the legal basis on which such action would be based.
7.4 Any claim against Athex shall lapse definitively one year after delivery of the goods.
ARTICLE 8. TERMINATION
8.1 Athex has the right to terminate the agreement with immediate effect and without prior judicial intervention by means of a registered letter in the following cases: (a) If the customer fails to meet its payment obligations within 15 calendar days of written notice of default; (b) In the event of bankruptcy, liquidation, suspension of payments, judicial reorganisation or apparent insolvency of the customer; (c) If the customer refuses to take delivery of the goods after two delivery attempts; (d) In the event of repeated or serious breach of the customer’s contractual obligations, after a written notice of default giving a reasonable period of at least 15 calendar days to remedy the breach.
8.2 In the event of termination, all outstanding invoices shall become immediately due and payable. In that case, the customer shall also owe a fixed compensation of 30% of the value of the order not taken delivery of. The customer acknowledges that the fixed compensation included in this article is reasonable and proportionate to compensate for the damage and safeguard the legitimate interests of Athex. The retention of title remains in full force for all goods delivered and not yet paid for in full.
ARTICLE 9. FORCE MAJEURE AND UNFORESEEABLE CIRCUMSTANCES
9.1 In the event of force majeure, we are entitled to suspend the performance of the contract or to terminate the contract in whole or in part, without being liable for any compensation.
9.2 Force majeure is understood to mean any circumstance beyond the control of Athex that prevents the fulfilment of its obligations towards the customer in whole or in part, or as a result of which the fulfilment of its obligations cannot reasonably be expected of us.
9.3 In the event that a fundamental change in economic circumstances results in the performance of the contract entailing an unreasonable or disproportionate burden for either party, the parties shall consult with each other to agree on a fair adjustment to the contract.
9.4 Excessively onerous circumstances include: significant price increases for raw materials, components or energy (more than 15% compared to the time of contract conclusion), substantial changes in exchange rates (from an increase of 5%), unexpected trade barriers and tariffs, or other economic or political events that significantly affect the cost structure or supply chain.
ARTICLE 10. GENERAL PROVISIONS
10.1 Nullity. The possible nullity or unenforceability of any provision of the general terms and conditions shall not affect the validity or enforceability of the other provisions. Any provision that is wholly or partially invalid or unenforceable shall be automatically replaced by a new, valid and enforceable provision, with retroactive effect from the date of entry into force of the contract, which comes as close as possible to the purpose (including the economic consequences) of the cooperation and the text of the original provision.
10.2 Balance. The parties declare and confirm that each clause of these general terms and conditions is proportionate to the other clauses, that the rights and obligations arising from the general terms and conditions are balanced and that the customer has had the actual opportunity to negotiate the clauses and influence their content.
10.3 No premature termination. Any claim of premature non-performance is excluded.
10.4 No price reduction. In the event of a minor shortcoming, the normal prices and fees shall remain in force, without the customer being able to demand a price reduction from Athex.
10.5 Set-off. In the event of bankruptcy of one of the parties, mutual debts will be offset, so that only the balance remains due.
ARTICLE 11. APPLICABLE LAW AND DISPUTES
11.1 All disputes arising from a matter covered by these general terms and conditions are subject to Belgian law. The application of the Vienna Sales Convention of 11 April 1980 is expressly excluded.
11.2 Athex and the customer shall endeavour to settle any dispute through constructive mutual consultation. If no amicable settlement can be reached, the courts and tribunals of the district in which Athex has its registered office shall have exclusive jurisdiction to settle the dispute.