General Terms and Conditions

Introduction

In accordance with the legislation in force, the vendor's current general terms and conditions of sale and rental apply to all orders placed with the vendor. They may be adapted, within the framework of the special conditions of sale, when the characteristics of the transaction so require. Any order placed with the Vendor implies that the Purchaser accepts the present general terms and conditions and waives his own general terms and conditions of purchase. In case of rental, the general rental conditions of the seller / lessor are also applicable. The latter are mentioned on the delivery note of the rented equipment.

I - General

The prices and information contained in the catalogues, brochures and rates are indicative and the Vendor reserves the right to make any changes to the availability, shape, size or material of its machines and machine parts. In the case of rental, the rental prices indicated on the offer shall apply. The rented machine remains the property of the Seller at all times.

The delivery includes exactly and exclusively the equipment mentioned in the quotations and the quotation. Acceptance of the offers and quotations also implicitly implies acceptance of the present terms and conditions.

The weights mentioned in the quotation or on the market are indicative, they can under no circumstances give rise to complaints or price reductions if the equipment has been sold at a fixed price.

If the product is sold per weight or per litre or per metre, the invoiced prices are determined on the basis of the delivered weight or number of metres or litres.

For additional deliveries, the price and term are agreed between Seller and Client before they are carried out. Under no circumstances may the conditions for additional deliveries prejudice those of the main order.

II - Studies, projects and documentation

Projects, studies and documents of any kind handed over or sent by the Sellers remain his full property at all times. They must be returned to him as soon as he requests them and may not be communicated to third parties or executed without his written consent.

The Vendor's standard documents, in particular the instructions for use and maintenance, shall be delivered free of charge if they are followed by an order for the object to which they relate. Otherwise, they must be returned to the Vendor together with, and reimbursed for, the costs of study and travel. In the case of rental, all documents remain the property of the Vendor.

Unless specifically stated, the delivery of standard documents (including the costs incurred) is under no circumstances the official value by the Vendor for the material conditions of these documents and the information contained therein.

The entirety of the standard documentation provided by the Vendor implies that the Purchaser has taken every measure to ensure that the installation, operation and maintenance of the equipment are carried out in accordance with the rules.

When a specific study has been agreed, the definition and choice of the equipment is determined on the basis of the information provided by the Purchaser, in particular as regards the power and/or intensity required, or the choice of location where the equipment will be implemented.

In this respect, the Purchaser undertakes to cooperate in the definition of the project by providing all the necessary information, in particular with regard to the geographical situation, environmental and neighbourhood constraints; the equipment supplied is provided, unless specifically and expressly agreed otherwise at the time of ordering, for operation in "standard mode"”.

III - Formation of the contract

The sales or rental contract, even with a previous quotation or offer, only becomes final after the express acceptance by the Vendor of the Purchaser's order and this within one month of receipt of the latter.

If the Seller/Lessor does not refuse this order in writing, it shall be deemed to have been accepted.

Any order placed in writing or verbally, as well as the acceptance of an offer from the Seller / Letter, shall constitute formal acceptance of the present general terms and conditions of sale and rental. The Seller/Lessor shall not take into account any clauses to the contrary which are not explicitly included in the acceptance of the order.

In the event of a contradiction between existing contractual documents on the same matter, the obligations of the Seller / Letter are defined exhaustively by the following list of documents, classified in decreasing importance:

                1) the quotation proposed for acceptance by the Purchaser/Hirer,

               2) the current general terms and conditions of sale and the general rental conditions mentioned on the delivery note,

               3) the text of the order,

              4) the confirmation of receipt of the order.

IV - Test runs in the factory (sale of a new machine)

After the assembly of the equipment from the order, a test shall be carried out on site according to the normal provisions determined by the Vendor.

When reception is foreseen at the factory, the Vendor shall inform the Purchaser of the date of these tests in time for the latter to send his representatives on site.

An official report will then be drawn up on the tests, which will serve as the official report for receipt at the factory.

If the Purchaser is absent during these tests, a copy of the final report will be sent to him, the content of which cannot be disputed by the latter.

V - Delivery

Sales in Belgium:    

Unless stated otherwise, the delivery is considered to have been made as soon as the equipment is handed over to a transport company designated by:

- either the Purchaser in the context of a "departure" sale,

- or the Seller in the context of a "carriage paid" sale.

Sale Export

In the context of an export sale, the parties agree to abide by the terms and conditions of sale chosen in accordance with Incoterms-CCI 2000 publication No. 560, or any version in force on the day of the order.

In any case, the risk of loss or damage to the equipment passes to the first carrier upon transfer, regardless of the choice of incoterm at the time of sale.

Nevertheless, at the express request and on behalf of the Buyer, the Vendor may sign an insurance policy that indemnifies the Buyer against any damage to the equipment transported during the transport phase.

On delivery, in case of missing or damaged equipment, legally confirmed and detected, the Buyer must clearly mention this on the transport document and immediately send a letter of reservation to the transporter.

If shipment is delayed for any reason beyond the Vendor's control, the equipment will be stored and processed as and when there is space, at the Purchaser's expense and risk, the Vendor disclaims all responsibility below. These provisions do not in any way modify the payment obligations for the delivery and do not constitute any novation of debt.

Delays run from the last of the following dates:

Either the date of acknowledgement of receipt of the order, or the date on which the Vendor received the necessary instructions for the correct execution of the order or any appendix to the order, or the date on which the agreed advance payment was arranged, or finally the date on which the Vendor received the information which the Purchaser undertook to provide.

Possible delays can under no circumstances justify a cancellation of the order. Without prior written agreement, the Buyer may not claim any compensation for late delivery. The payment of the delivery can neither be postponed nor modified by any damages.

The Vendor can never be considered as having failed to fulfil his contractual obligations when the execution of the present contract has been delayed or prevented by a case of force majeure. Force majeure shall be considered to be the existence or occurrence of any unforeseeable, irrefutable circumstance beyond the control of the parties concerned, preventing one of them from fulfilling his obligations under the contract. In any event, the party concerned must take all necessary measures to ensure that those obligations affected by the case of force majeure are fulfilled normally as soon as possible.

In the event that one of the parties is definitively unable to fulfil its obligations, the contract shall be automatically terminated in accordance with the conditions set out in Article XVII "Termination of contract".

In the context of a sale with on-site installation, the delivery is considered to have been carried out upon valid signature, with or without reservation, of the record of receipt or upon the first use of the delivered equipment by the Purchaser or the final customer.

VI - Packaging

Unless otherwise stipulated by the Purchaser, the Vendor proposes protection of the "plastic sleeve" type, the latter not being held responsible, both in terms of the manner and duration of any storage, for the occurrence of any other event after delivery. However, at the express request of the Purchaser, the Vendor may provide a specific type of packaging as requested by the latter; this additional service must then be mentioned when the order is placed.

VII - Retention of title

The Vendor retains ownership of the goods sold until payment has been made effectively and in full for both the main element and the accessories.

The absence of payment on one of the due dates may lead to the recovery of the goods.

Nevertheless, from the moment of delivery, within the meaning of article V above, the Purchaser assumes the risks of loss or deterioration of these goods as well as the responsibility for any damage they may cause.

VIII - Price and terms of payment

The prices are formed according to the terms and conditions of sale agreed between the parties and those as set out in Article V of the present terms and conditions. In the context of sales for export, the parties agree to base pricing on Incoterms - CCI version 2000 publication No 56O, or any other version in force on the date of signature of the contract.

The contract determines the terms of payment. Failing this, the following conditions shall apply:

- 25% cash at the time of the order,

- 75% cash when the equipment is made available to the Buyer. In the case of rental 30 days after the invoice date, unless stated otherwise.

Payments shall be made to the address of the Seller/Lessor, net and without discount. Amounts not paid in cash must be covered by accepted securities.

In the absence of other stipulations agreed between the parties, maintenance and repair work as well as subsequent delivery of equipment or delivered during assembly shall be invoiced monthly and shall also be payable net and without discount.

In the event of sale, transfer, pledge or contribution to the company or commercial enterprise or of its equipment by the Buyer, the outstanding amounts shall become immediately due and payable, regardless of the previously agreed terms of payment.

The payment terms cannot be delayed under any pretext, even in the event of litigation. The payments made by the Buyer must strictly correspond to the amounts appearing on the Seller's invoices. The Buyer shall not be able to charge any discount on the amount due without the prior written consent of the Vendor

IX - Penalty clause

Default of payment for deliveries and services on the due date indicated on the Vendor's invoices shall entail, by express agreement and without prior warning, the following by the Vendor:

- the immediate claimability of all outstanding amounts due, regardless of the arrangement agreed upon.

- the claimability under the penalty clause of an indemnity equal to 20% of the amounts due, in addition to the interest provided for in the following paragraph and any legal costs incurred by the Vendor.

- the payment of a guide interest increased by seven percentage points and rounded up to the next half point. The guide interest is the interest rate applied by the European Central Bank in its main refinancing activity as defined by the Belgian law of 2 August 2002.

X - Performance on site

The Vendor may, where the market so provides, be required to undertake the assembly, testing and industrial commissioning or even any civil engineering work, in whole or in part, with the exception of any asbestos removal, which at all times remains the exclusive responsibility of the owner of the existing sites, in accordance with the legislation in force.

Unless expressly stated otherwise at the time of the order, the performance of any of these services, whether or not included in the initial order, does not imply any official approval, in whole or in part, by the Vendor of the intrinsic quality of the parts and/or the services outside the actual delivery and/or, more generally, of the environment in which this delivery will be integrated.

By way of illustration, on-site tests or commissioning carried out by the Vendor shall under no circumstances be deemed to constitute valid knowledge and approval by the Purchaser or any third party of the circumstances in which his delivery will be installed.

Under no circumstances can the Vendor be held responsible for any material and/or financial consequences resulting from total or partial non-execution or late execution or poor execution of obligations not expressly covered by the terms of the order.

On the contrary, the Vendor shall be entitled to invoice the Buyer for any additional costs incurred as a result of both the delay and any necessary take-back or additional work requested by the Buyer during the execution by the Vendor of the initial order.

The fact that the Vendor takes charge of the assembly work on site does not under any circumstances release the Purchaser from his obligation to supervise the work during the non-working days.

In the case of a sale with on-site services, the Vendor may only be held to participate in any shared account (usually called "pro rata account") for the duration and value of the said on-site services, any deviation from this principle being considered non-existent.

XI - Contractual guarantee conditions of the equipment (only valid for new equipment)

The Vendor undertakes to rectify any functional fault arising from a defect in design, material or execution (including assembly if this task has been entrusted to him) within the limits of the following provisions.

The Vendor's obligation does not apply if the fault occurs due to material supplied by the Purchaser, or due to a design imposed by the latter.

Any warranty shall also lapse in the case of incidents resulting from unexpected circumstances or force majeure, as well as in the case of replacements or repairs resulting from normal wear and tear of the equipment, from damage or accidents resulting from negligence, lack of supervision or maintenance, and from the improper use of the equipment. These warranty conditions only apply to new machines.

For second-hand machines, there is no warranty whatsoever, unless a prior agreement between Seller and Buyer.

The warranty only applies to the first Buyer and cannot be transferred to a third party without the prior agreement of the Vendor.

The warranty is only granted after the defective items have been examined and returned to the Seller's workshop or its approved representative. Any part delivered prior to acceptance of the warranty will be invoiced.

It is the Seller's responsibility to repair, at its own expense and as soon as possible, any defect covered by the guarantee notified to it; the Seller may, if necessary, modify the measures for the equipment in order to comply with its obligations.

The works resulting from the warranty obligation shall in principle be carried out in the workshop of the Vendor or his approved representative. However, the Vendor shall bear the costs which, if the nature of the equipment requires repair to be carried out on site, correspond to the expertise and repair, with the exception of the time required for the works or dismantling and assembly works necessary for the use or implementation of this equipment and for those parts not included in the delivery concerned.

The costs of transporting the equipment or the defective parts and those of returning the equipment and the repaired or replaced parts shall be borne by the Purchaser, as in the case of on-site repairs, the travel and accommodation expenses of the Vendor's representatives.

Replaced parts under warranty become the property of the Vendor again.

In order to benefit from the guarantee, the Buyer must:

  • provide the Seller with a report of the commissioning from the moment it was carried out.
  • Make sure that the fuel, lubricating oil and coolants and/or water used for their preparation are of good quality and clean and comply with the guidelines of the manufacturer of the engine
  • keep a maintenance report recording the date, reason and results of tests, visual checks, interventions, routine servicing and any observations and findings of any facts during use.
  • notify the Seller immediately and in writing of any faults it attributes to the equipment and provide all evidence to prove their validity. He must give the Vendor every opportunity to identify these faults himself and to remedy them; he must also refrain, unless expressly agreed by the Vendor, from carrying out a repair himself or having it carried out by a third party.

XII - Contractual warranty period of the equipment (warranty only valid for new equipment):

The Vendor guarantees the warranty for the duration:

Portable Groups (power from 1 to 10 Kw):

VOLTELEC range :

  • 12 months from the date of sale,
  • 15 months from the date it leaves the factory,
  • 150 hours,

the guarantee expires as soon as one of these three moments is reached.

Range for individuals (except VOLTELEC range):

  • 24 months from the date of sale
  • 27 months from the date it leaves the factory,
  • 150 hours,

the guarantee expires as soon as one of these three moments is reached.

Professional range:

  • 12 months from the date of sale,
  • 15 months from the date it leaves the factory,
  • or 1,000 hours of operation,

the guarantee expires as soon as one of these three moments is reached.

Fixed groups (power greater than 10 Kw):

The Vendor guarantees the guarantee for the duration:

  • 12 months from commissioning,
  • or 18 months from the date it leaves the factory,
  • or 500 operating hours for the equipment in 'emergency services' (to replace the normal electrical power supply, in the event of an interruption in access to this network or in its operation. The 'emergency service' is limited to the time needed to restore access to the network or restore operation).
  • or 2 500 operating hours for the equipment in 'continuous service' (uninterrupted supply of electrical energy, either in the absence of a normal power supply network or as a supplement to this network).

The guarantee expires as soon as one of these four times has been reached.

The repaired or replaced parts are in turn covered by a 12-month guarantee without changing the duration of the guarantee for the other parts. These warranty periods only apply to new machines.

Where a preparation is provided for long-term storage, it must be carried out by the Vendor in his workshop and mentioned at the time of the initial order. Storage must be carried out according to the Seller's recommendations. In this case, the warranty may be extended for the duration of storage.

Repairs: unless expressly agreed otherwise, repair work does not give rise to any guarantee other than that of the proper performance of the aforementioned operations.

Replacement parts: the replacement parts shall have a warranty of six months from the date of delivery within the meaning of Article V above, exclusively in the event of manufacturing defects.

XIII - Legal guarantees

Independently of the commercial guarantee described above, the Purchaser who complies with the provisions of article 1649bis § 2 1° of the Civil Code also benefits from the provisions of 1649bis to 1649 of the Civil Code.

XIV - Industrial results

If the Purchaser/Hirer expects certain services, both in terms of industrial and economic results, these must be expressly stated when the order is placed with the Seller/Lessor. Failing this, the failure to achieve these services shall not be attributable to the Seller / Letter, neither in terms of appearance nor in terms of consequences, whether tangible or intangible, on any basis and for any amount.

XV - Liability

The Seller/Lessor's liability is strictly limited to the obligations set out herein and it is expressly agreed that the Seller/Lessor cannot be held liable in any way for immaterial damage, whether or not resulting from material damage as described in Article XI above, such as: loss of operation, any costs or expenses incurred as a result of the unavailability of the equipment in question, damage suffered by third parties, etc. (This list is not exhaustive).

XVI - Safeguard clause

In the event of an event of an economic or commercial nature which could not have been foreseen after the signing of the present contract and which would affect the performance of one of the parties, they will meet again to assess the situation and try to restore the original balance.

If the parties reach an agreement, an annex will specify the new provisions for performance of the contract.

If the parties fail to reach an agreement and after a period of one month from the first meeting of the parties, the parties shall agree to terminate the contract..

XVII - Termination of contract

The Buyer has the right to terminate the contract at the latest four months before the fixed delivery date. In this case, however, he shall be obliged to reimburse the Seller/Lessor for the costs already incurred and 25% of the amount of the order. In the event of force majeure or an event as defined in Article V, the Seller / Letter shall also be entitled to terminate the contract without the Purchaser / Letter acquiring any right to damages or interest.

XVIII - Disputes

In the event of a dispute concerning a delivery or the related settlement, only the courts at the Seller's registered office shall have jurisdiction, regardless of the agreed sales and payment conditions, even in the event of an appeal or several defendants.

Belgian law shall apply to the exclusion of all others.

Complaints regarding this invoice and its subject must be made in writing within EIGHT days, accompanied by supporting documents.