1. GENERAL PROVISIONS
1.1. Scope
Only these general terms and conditions of sale (the “GTC”) apply to the contracts concluded between Andustry SRL, having its registered office at Avenue Lavoisier 37, 1300 Wavre (Belgium), registered with the Crossroads Bank for Enterprises under number BE1.039.000.850 (“Andustry”), and any professional buyer (the “Buyer”). By placing an order, the Buyer acknowledges that it has read these GTC and accepts them without reservation. These GTC prevail over any general terms and conditions of purchase of the Buyer, even where the latter stipulate that they alone apply. Any derogation, even if mentioned on the Buyer’s purchase order, is applicable only with Andustry’s written consent. Even in that case, the GTC remain applicable to all matters that have not been the subject of an express waiver. Andustry reserves the right to amend the GTC at any time; the new version applies to orders placed after such amendment.
1.2. Governing law and competent court
Belgian law alone applies to all contracts concluded by Andustry, to the exclusion of the United Nations Convention of 11 April 1980 on Contracts for the International Sale of Goods and of the Convention of 14 June 1974 on the Limitation Period in the International Sale of Goods. Any dispute falls within the exclusive jurisdiction of the courts of the judicial district of Walloon Brabant (Nivelles division), without prejudice to Andustry’s right to bring proceedings before any other competent court.
1.3. Severability
If all or part of a provision of the GTC should be null or unenforceable, this shall not affect the validity of the other provisions or of the unaffected part of the provision concerned. In such a case, Andustry and the Buyer shall negotiate in good faith to replace the provision concerned with a valid provision that comes as close as possible to its original subject matter and purpose.
2. PRICES, QUOTATIONS AND ORDERS
2.1. Prices
The prices stated are net, exclusive of VAT, exclusive of transport, packaging and insurance costs, and exclusive of any tax or contribution. All duties, taxes and costs are borne by the Buyer. Promotions and special offers apply only while stocks last.
2.2. Price revision
Andustry reserves the right to revise its prices at any time without prior notice. Unless otherwise agreed in writing, the applicable prices are those in force at the time the order is confirmed. Andustry reserves the right to revise the agreed prices, even after the date of the order, in the event of an increase in the parameters representing an actual cost within the price (including, but not limited to, the cost of raw materials, energy, materials, labour costs, exchange rates or transport costs). Andustry reserves the right to correct prices in the event of a material, calculation or printing error.
2.3. Quotations
Prices are binding only after written confirmation by Andustry. Unless otherwise indicated, the validity of quotations is limited to thirty (30) days. Price offers are based on the prices of materials and the rates in force at the time they are drawn up.
2.4. Orders
The Buyer is irrevocably bound by its order; the order is, however, guaranteed only after written confirmation by Andustry. Andustry reserves the right to refuse an order at any time, without compensation or recourse for the Buyer, where it has legitimate grounds to do so. If the Buyer cancels an order (other than goods specially ordered for it), it is required to pay cancellation charges amounting to twenty per cent (20%) of the price, unless Andustry suffers greater loss. The Buyer may not cancel an order for goods specially ordered for it; in that case, the full price will be invoiced to it.
3. DELIVERIES
3.1. Delivery time
Deliveries are made subject to availability, Andustry reserving the right to make partial deliveries. Delivery times are given purely as an indication and do not bind Andustry. Delays give rise neither to compensation nor to cancellation of the order. Upon expiry of the indicative period, the Buyer may give Andustry formal notice to deliver within a new period equal to the initial indicative period. If Andustry still fails to deliver at the end of that new period, the order may be cancelled without any compensation being due. Such formal notice has no effect if the delay results from an act or omission of the Buyer or of a third party (such as a supplier of Andustry).
3.2. Shipping costs and Incoterms
Unless otherwise agreed in writing, deliveries are made Ex Works – ex Andustry’s warehouse / registered office (ICC Incoterms 2020). It is the Buyer’s responsibility to ensure that the place of delivery is suitable. If no representative of the Buyer is present at the agreed address and time, or if delivery is impossible, Andustry is entitled to invoice the delivery and storage costs, without prejudice to its right to claim greater compensation. Andustry and the Buyer may agree that Andustry organises transport to the Buyer’s premises; in that case, transport costs are invoiced in addition, with a minimum of ten (10) euros per order whose value is less than four hundred (400) euros, unless otherwise agreed in writing. For deliveries outside Belgium, the Incoterms agreed in writing prevail.
3.3. Transfer of risk
Risk passes to the Buyer as soon as the goods leave Andustry’s premises, regardless of which party organises transport. Where Andustry is involved in arranging transport insurance, it acts solely as an intermediary and assumes no liability in that respect.
3.4. Making available and invoicing
Unless otherwise agreed, invoicing takes place on the date the goods leave Andustry’s premises or, at the latest, on the date they are made available. From that date, the goods are stored at the Buyer’s risk and expense. If the Buyer does not take delivery of the goods within ten (10) working days after they are made available, Andustry may cancel the order without compensation, the Buyer remaining liable for the transport and storage costs. Such failure to collect constitutes an implied cancellation of the order by the Buyer, rendering payable the compensation provided for in Article 2.4.
4. RETURNS
Unless otherwise agreed in writing beforehand, goods sold are neither taken back nor exchanged. Where there is prior written agreement, returns are made at the Buyer’s risk and expense, the goods having to be returned new, complete and in their original packaging.
5. ENVIRONMENTAL CONTRIBUTION
Where applicable, an environmental contribution is levied on the goods concerned, in accordance with the rates in force, for the benefit of RECUPEL, PV CYCLE BELGIUM, VALORLUB or any other body approved in Belgium or the Benelux. No discount may be granted on these contributions passed on by Andustry.
6. COMPLAINTS AND WARRANTY
6.1. Complaints
The Buyer must check the nature, quantity and good condition of the goods upon delivery. Any complaint relating to conformity, to apparent defects of the goods or to the invoice must be notified in writing, on pain of forfeiture, within five (5) days following delivery or the invoice date, and in any event before any processing or (re)sale. Such notification must include photographs constituting incontrovertible proof of the apparent defects or of the non-conformity. The Buyer must then bring any (legal) claim based on such defects, on pain of forfeiture, within one (1) month after delivery. The use, processing or (re)sale of the goods deprives the Buyer of the right to bring a claim for apparent defects or non-conformity. Failing a complaint within the time limits, the goods and invoices are deemed to be accepted. Hidden defects must be notified in writing, on pain of forfeiture, within two (2) weeks of their discovery, with a detailed description, and the resulting rights must be exercised within one (1) year after delivery. No complaint suspends the Buyer’s payment obligations.
6.2. Warranty
The warranty on the products is limited to that offered by the manufacturer and runs from delivery. The Buyer may assert a claim for compensation only if it holds proof of purchase and if the manufacturer’s warranty is still in force. Andustry may under no circumstances be held liable for defects resulting from force majeure, from an error or negligence of the Buyer or of a person for whom it is responsible, from normal wear and tear, from inadequate storage or from improper use.
6.3. Export control and economic sanctions
In the event of transfer or resale to a third party of the goods supplied by Andustry, the Buyer undertakes to comply with and to ensure compliance with the national and international regulations relating to import and export control as well as to economic sanctions. The Buyer indemnifies Andustry against any claim, proceedings, fine, loss or cost arising from the Buyer’s breach of the obligations under this Article.
7. LIABILITY
Except in the event of wilful misconduct or fraud, Andustry is in no case liable for any immaterial, indirect or consequential damage, including, without limitation, loss of profit, loss of turnover, revenue, production or production stoppage, administrative or staff costs, increased overheads, loss of goodwill or any third-party claim (including claims of the Buyer’s own customers). Except in the event of wilful misconduct or fraud, Andustry’s total liability per loss event is limited to the amount of the invoice for the order concerned, or to the part thereof to which the liability relates. The Buyer alone bears all risks associated with the use of the goods.
8. INVOICING
Andustry reserves the right to send its invoices and statements to the Buyer electronically, the Buyer recognising these documents as having the same value as paper documents.
9. PAYMENT
9.1. Terms of payment
Unless otherwise agreed in writing, all invoices are payable in cash, without discount, at Andustry’s registered office, to the ING account IBAN BE16 3632 7785 0274. An invoice is deemed paid only from the date the funds are actually received in Andustry’s account. Non-payment of a single invoice on its due date renders all other invoices, even those not yet due, immediately payable automatically and without formal notice. In the event of default in payment, Andustry may suspend any subsequent delivery or service and consider the contract as automatically terminated, without formal notice, in respect of the part not yet performed. In the event of termination for late payment, the Buyer is liable for damages amounting to fifteen per cent (15%) of the order price, without prejudice to Andustry’s right to claim compensation for the loss actually suffered.
9.2. Late-payment interest
In the event of non-payment on the due date, late-payment interest is due automatically and without formal notice, in accordance with the Law of 2 August 2002 on combating late payment in commercial transactions, from the due date until the date of full receipt of payment.
9.3. Fixed indemnity
In the event of non-payment on the due date, a fixed contractual indemnity equal to fifteen per cent (15%) of the unpaid amount, with a minimum of seventy-five (75) euros, is due automatically and without formal notice in respect of extrajudicial costs, in addition to interest, without prejudice to Andustry’s right to claim compensation for the loss actually suffered.
9.4. Solvency and guarantees
If Andustry has doubts as to the Buyer’s solvency (in particular in the event of non-payment or late payment, an act of enforcement, judicial reorganisation or any other event affecting Andustry’s confidence), it reserves the right to suspend deliveries, to require advance payment and/or to request security or guarantees, even if the goods have already been dispatched. If the Buyer refuses, Andustry may terminate the contract without judicial intervention or compensation payable by it, the Buyer remaining liable for damages of fifteen per cent (15%) of the order price, without prejudice to compensation for greater loss.
10. RETENTION OF TITLE
The goods remain the property of Andustry until full payment of the price, including interest and costs. As long as payment has not been made in full, the Buyer may neither resell the goods nor pledge them as security; it must keep them separately and allow them to be identified as the property of Andustry. Any act to the contrary is unenforceable against Andustry. If, notwithstanding this Article, the Buyer resells the goods to a third party, the retention of title is automatically transferred to the claim for the resale price. The transfer of risk nevertheless takes place upon delivery in accordance with Article 3.3.
11. SET-OFF
Any set-off by the Buyer is expressly excluded. Andustry is entitled to set off any claim of the Buyer against the latter’s outstanding debts, of whatever nature and whether certain, due or liquidated. This right remains valid in the event of the Buyer’s insolvency, dissolution, judicial reorganisation or bankruptcy.
12. INTELLECTUAL PROPERTY
All intellectual property rights relating in particular to graphic elements, trademarks, drawings, designs and logos remain the exclusive property of the manufacturers or of Andustry. They are not transferred and may not be used, exploited, reproduced or adapted by the Buyer or any third party without the prior written consent of the manufacturers or of Andustry.
13. DATA PROTECTION (GDPR)
Andustry processes the personal data relating to the Buyer and to its orders in compliance with Regulation (EU) 2016/679 (GDPR) and the applicable Belgian legislation. This data is processed for the purposes of managing the commercial relationship (order processing, invoicing, after-sales service) and, with the Buyer’s consent, for commercial communication purposes (promotions, price updates). Andustry undertakes not to pass on this data to third parties other than those acting on its behalf. The Buyer has a right of access, rectification, erasure, restriction and objection, as well as a right to the portability of its data, which it may exercise in writing with Andustry, and the right to lodge a complaint with the Data Protection Authority.
14. FORCE MAJEURE AND HARDSHIP
In the event of force majeure or hardship, Andustry is automatically released from its obligations towards the Buyer. Cases of force majeure or hardship include events, whether foreseeable or not, beyond Andustry’s control, which render performance of the contract (temporarily) impossible or unreasonably difficult, such as, without limitation: war, riot, mobilisation, strike, industrial accident, fire, weather conditions, machine breakdown, bankruptcy, failure or delay in delivery by suppliers and subcontractors, restriction of energy supply, shortage or increase in the price of raw materials, epidemic and resulting governmental measures. The parties agree to make all reasonable efforts to mitigate the effects of such a situation. If it persists for more than three (3) months, either party may terminate the contract with immediate effect, without compensation.