General conditions of sale

GEA Westfalia Separator Belgium nv – Korte Braamstraat 37 – B-2900 Schoten

• Section 1 - In general
• Section 2 - Quotation and orders
• Section 3 - Agreement
• Section 4 - Prices
• Section 5 - Payment
• Section 6 - Periods of delivery
• Section 7 - Assembly / installation
• Section 8 - Delivery and acceptance
• Section 9 - Risk and transfer of property
• Section 10 - Transport – Packaging
• Section 11 - Plans – Studies – Projects
• Section 12 - Guarantee
• Section 13 - Force majeure
• Section 14 - Dissolution
• Section 15 - Competent Court
• Section 16 - Final provision

All our sales and services are subject to the following general conditions, which the client is deemed to accept by the mere fact of the order, by which the client renounces automatically his proper general conditions.

All other conditions of the client are herewith expressly excluded, being agreed that deviations to our general conditions can only be valid if they are accepted and confirmed by us in writing.

Our quotations are valid for the period indicated in it. If no mention is made of a specific period, than the validity is limited to 30 days from the day of the quotation. Every offer is based upon the execution of the obligation under normal circumstances and during normal working hours.

In any event, an order is only accepted if it is followed by our written confirmation and according to the conditions stated therein.

If the agreement is made in writing, this is realised the day the contract is signed by us, or on the day of sending of our written confirmation of the order. As more work is considered all that has been delivered or serviced by us in agreement with the principal, whether confirmed in writing or not, during the execution of the agreement, in surplus of that quantities fixed in the contract or order confirmation. Oral engagement or agreement with agents of our firm does not bind us, only and in as far the agent or our firm confirms them in writing.

All our prices are valid exclusive of taxes or others administrative charges on the sale and delivery and are based on delivery ex works conforming Incoterms valid at the date of offer, safe as otherwise stipulated in the offer.

All our prices are based on the prices of the raw materials, the costs of transport and insurance, the import taxes and other duties, taxes and all other costs and charges, as they occur on the moment of our quotation. If, after the day of the agreement, one or more cost price factors undergo an increase, even if this happens in foreseeable circumstances, then we are entitled to increase the agreed price in conformity.

Through the closing of the agreement the client gives us the competence to count separately overwork done by us, as soon as the amount to be put in charge is known.

Safe otherwise agreed, the cost of assembling and the putting into work of delivered installations are not included in our prices, but there are separately invoiced.

Our invoices are payable at Schoten, within 30 days after sending. A delay in the payment has as result that the totality of the invoices becomes due immediately. In case of non payment within this period, the buyer will be obliged by law and without summons, to pay an interest of 12 % per year of the invoice amount from the day of payment of the invoice, and also to lump sum damages for the compensation of time lost, administrative costs, personnel costs, management and follow up costs of the file, impact on the financial management for an amount of 15 % of the invoice amount with a minimum of € 62,00.

At any time, we have the right to demand from the buyer a bank guarantee for the execution of his payment obligations concerning the deliveries already done.

Through the non payment of one of our invoices on the date due, all the claims on the same client become immediately due and the execution of the current contract can be at will suspended or be considered as wholly or partially void.

The acceptance of bills of exchange or other payment documents will never be considered as novation

The indicated delivery periods will be respected at best results. They are however only approximate and do not contain an obligation of results. Safe expressly and in writing otherwise agreed, delays in delivery cannot be a reason for the annulment of the order or to any damages. In case the strict compliance of the delivery period was stipulated expressly as an essential condition of the agreement, the period of delivery runs only from the receipt of the first payment.

The delivery time is based upon the working conditions valid at the time of closing of the agreement and upon delivery in time of the materials ordered by us for the execution of the work. If the delay occurs outside our fault as a result of changes in the mentioned working conditions or that materials ordered in time for the execution of the work are not delivered in time, the delivery period is prolonged as far as necessary.

Without prejudice of what has been stipulated in these conditions concerning the prolongment of the delivery time, the delivery time is prolonged with the duration of the delay as a result of the non compliance by the principal with any obligation resulting from the agreement or from the collaboration asked from him concerning the execution of the agreement. A contractual penalty upon the delay of the delivery time must be deemed to replace a possible right of the principal to damages. This penalty is not due if the delay in the delivery time is the result of force majeure.

If the client is not capable of receiving the goods, they will be stored in our premises, without being liable during this period for the conservation or the maintenance of the goods. During this storage, all risks are at charge of the client and we are entitled to demand payment for the storage. This storage does not deliver the client from its obligation to pay the invoice on the date due.

The client is responsible for the exact and in time execution of all installations and facilities and/or conditions that are necessary for the construction of the product to be assembled and/or the proper functioning of the product in a situation of assembling.

Without prejudice to the foregoing the client cares in any way for his own account and risk for: 

1. our personnel, as soon as it has arrived on the place of assembly, can start his work and can continue to do so during normal working hours and besides, if we consider it necessary, outside normal working hours, if this is communicated in time;
2. that all facilities, required by administrative regulations, the agreement and the customs are provided for our personnel;
3. that the indicated place is fit for storage and assembly;
4. that the necessary storage places that can be closed are provided for materials, tools and other things;
5. that the necessary and usual workers, assisting tools, help materials and enterprise materials (fuel assembly, oils and fats, cleaning and other small materials, gas, water, electricity, steam, compressed air, heating, lightning etc …) and the normal measuring and testing devises for the enterprise of the principal are in time and without charge at our disposal at the right place.

Damages and costs, which occur through the not or not in time fulfilling of the conditions of this section, will be for the account of the client.

The client will examine the product within at most 14 days after delivery or after assembly installation. If this period has expired without a written notice of based claims, the product is deemed to be accepted. If a protocol of delivery was agreed upon, the client will give us the opportunity to execute the necessary tests, and to arrange for the improvement and modification we estimate to be necessary. The delivery will take place immediately after our request thereto, in the presence of the client. If the delivery is executed without based complained, or if the client does not fulfil his mentioned obligations, the product is deemed to be accepted.

In case of irrelevant shortcomings, which do not or barely influence the use of the product; the product will be deemed accepted despite of those shortcomings.

Immediately after the product has been delivered, the client bears the risk for all direct and indirect damages, which could result to or by this product.

The delivered goods remain our property until the sale price has been totally paid. Until that moment, the client will not be entitled to transfer the goods to third parties or to transfer the possession thereof at whichever title.

The packaging is not included in the price and is invoiced separately. Packaging is not accepted on return. In the absent of particular directives from the client for the packaging of the goods, this is provided for by us at our own discretion and taking into account the interests of the client.

The transport of our goods is always at the risk of the client, independently of the way of transportation. Costs of charging, discharging, transport, insurance and also of transport of goods provided for by the client are not included in the price and are invoiced separately.

Costs paid by us thereto are deemed to have been made at the charge of the client.

The date mentioned in catalogues, images, drawings, measures and weights are only binding if and as so far they are expressly contained in an order confirmation signed by us. Possible deviations of our samples, documentation and other data cannot be invoked by the client to either refuse the delivery or the payment or to claim cancellation or damages.

We cannot be held responsible for a possible unsuitability of our products for the specific aim to which they have be intended by the buyer.

All plans, studies, projects and analogues documents remain our property and have to be resent to us at first demand. They may not be copied or multiplied in any other form. In not any case, they may be transmitted or communicated to third parties without our prior written consent.

Costs for the drafting of studies or plans of the delivered materials are included in the price. The redaction of studies and plans for adaptation and/or placing in buildings or other machinery is invoiced separately.

Our guarantee is limited to the defaults of the goods, which at the moment of delivery could not reasonably be recognised and to the services guaranteed by us. It is in any way limited to the guarantee given to us by the producer of the goods. No guarantee is given in case the hidden; default could not have been foreseen.

We will arrange the defaults under guarantee by repair or replacement of the defaulting parts, or by sending a part for replacement. All costs above the mere obligation as described in the foregoing sentence as there are, but not limited to, transport costs, travelling and stay costs and costs of disassembling or assembling are at charge of the client. We do not accept any return of goods delivered by us without our prior written consent. We are also not responsible for the violation of patent, licences and other rights of third parties or a result of the use of data from our part or the part of the client.

Our liability is restricted to the compliance with the guarantee duties described in these conditions.

Any liability from our part towards the clients for damages to the clients as a result of a missed opportunity, lost income or profits is excluded. The client must guarantee us respectively pay us damages for all claims of third parties for the compensation of damages, by which our liability on these conditions is excluded in relation to the client.

Our guarantee is valid for a period of six months from the date of delivery. After this period we do not accept any more any liability for goods delivered by us. 

Our guarantee is also cancelled:

1. if it would appear that modifications have been made to the goods by the client without our prior consent;
2. in case of no compliance with stipulations for handling or maintenance and by use other than normal;
3. for normal wear and tear;
4. for materials and goods used in accordance with the client;
5. for defaults resulting from materials, goods, procedures and constructions, as far as used on express instruction of the client or as a result from materials or goods delivered;
6. for parts of materials not fabricated by us;
7. if the default is the result of a shortage of care, insufficient maintenance, abnormal use, oblivion or lack of experience of the person who command the materials;
8. if the client exercises repairs or modifications or let execute by persons who do not belong to our firm.

The guarantee delivered is limited to the first buyer and cannot be transmitted.

Each intervention from our part has not as a result an extension of the guarantee period.

If we, for the compliance whit our guarantee obligations, replace parts/ products, the replaced parts become our property.

Concerning work of repair or maintenance by us or other services, a guarantee is only given on the soundness of the execution of the works, and this for a period of six months.

This guarantee implies only our obligation to realise again the concerning works, in case of unfitness.

As far as we effectuate inspections, advice and similar activities, no guarantee  is given.

By force majeure it is understood in these General Conditions, each circumstance, independent of our will, even if it was to been foreseen at the time of contracting this agreement, which renders impossible the execution of the agreement, durably of temporally, and also in so far as already included therein, war, danger of war, civil war, mobilisation, blockade, lock-out, riots, epidemics, bath weather, break of machinery, explosion and all other causes which render impossible regular delivery by our suppliers of raw materials and supplies or prevent a normal production, forwarding or transport, and also all other similar events which occur to our company or its subcontractors, or its suppliers, without this list being definitive.

Force majeure and accident entitles our company to dissolve all agreements and orders, totally or partially and to suspend their execution without notice or compensation.

Which has been stipulated above, is without prejudice to our right to option in case of not payment for the dissolution of the sale with the obligation to pay damages by the client.

The sale will be dissolved by law and automatically, immediately with the notification by registered letter to the client.

Every time the client refuses the order does not take delivery and each time the client commits any wrongdoing, in case of dissolution, the client will have to pay damages, automatically and by law equal to 30 % of the amount of the dissolved sale, and will be held liable for the costs for putting the goods in the original state, this all without prejudice to our right to claim the execution of the agreement.

All litigation, resulting from this agreement, without any exception, such as amongst others the interpretation or the execution of it, belongs to the exclusive competence of the Justices of Peace and Courts of Antwerp even in the case of introduction of third parties or in case of plurality of defendants.

If for a certain reason one or another of the above mentioned clauses should be declared invalid, all other closes will remain valid.