GENERAL TERMS AND CONDITIONS OF SALE
ARTICLE 1: CONSUMER SALE: 1.1. In the event that the buyer is a consumer in the sense of article I.1 2° of the Belgian Code of Economic Law or article 2.1 of the European Directive 2011/83/EU, the consumer may in the case of distance sales inform ATC that he decides not to proceed with the sale, without payment of a fine and without stating a reason, within 14 calendar days starting from the day after the delivery of the goods. The goods shall be returned by the consumer in accordance with the provisions of article 6.2 of the General Terms and Conditions. The above-mentioned right of withdrawal shall not apply to goods: which were made by ATC in accordance with the consumer’s specifications, which cannot be returned due to the nature of the goods, which are liable to deteriorate or expire rapidly, of which the price is dependent on fluctuations in the financial market which cannot be controlled by the company or of which the consumer broke the seals.
1.2. In the event that the buyer is a consumer in the sense of article I.1.2° of the Belgian Code of Economic Law and/or article 1649bis of the Belgian Civil Code and article 2.1 of the European Directive 2011/83/EU, these general terms and conditions shall apply with the exception of the following articles: 4, 6.2, 6.4, 12,1.
ARTICLE 2: APPLICABLE TERMS AND CONDITIONS: These general terms and conditions apply to any quotation or offer made by ATC as well as to any agreement between ATC and the buyer. By placing an order, the buyer confirms to have taken cognizance of these general terms and conditions in a language he understands and to accept these general terms and conditions entirely, without any reservation. The fact that ATC did not explicitly object to the buyer’s general terms and conditions or other specifications on the buyer’s documents or made no reservation with respect hereto upon the acceptance of the order (or several orders) does not affect the preceding and the application of these general terms and conditions.
ARTICLE 3: REALIZATION OF THE AGREEMENT: 3.1. The sale is realized at the moment the buyer receives from ATC a confirmation of the order. 3.2. Any quotation/offer may be withdrawn by ATC until the acceptance by the buyer. 3.3. With respect to the correctness, up-to-dateness or completeness of the information provided, ATC is only bound by an obligation of means. ATC shall not be liable in case of material errors or printing errors. 3.4 The buyer may only cancel an order in writing and the cancellation is only valid after written acceptance by ATC (except as mentioned in article 1.1 in the case of distance sales to a consumer). In the event of the full or partial cancellation, the buyer shall pay lump-sum damages amounting to 15% of the order, without prejudice to ATC’s right to claim higher damages in case more damage was actually caused. The buyer shall accept a loss of profit of 0,75% per day of the value of the goods ordered. Advances paid shall be withheld and set off by ATC with the above-mentioned damages due.
ARTICLE 4: DELIVERY PERIODS: The delivery periods specified in any way by ATC are only indicative and therefore not binding.
ARTICLE 5: DELIVERY: 5.1. Unless agreed to the contrary in writing between parties, the delivery is DDP. ATC’s liability is limited to the amount payable under the insurance policy entered into by ATC. 5.2. The customer covenants and agrees to accept the goods on the agreed delivery date. If the goods are not accepted in due time by the customer, ATC may consider the agreement terminated without further notice or default or any other notice and without prior authorization, and sell the goods. In that case the customer shall pay lump-sum damages amounting to 15% of the order, without prejudice to ATC’s right to claim higher damages in case more damage was actually caused. The buyer shall accept a loss of profit of 0,75% per day of the value of the goods ordered.
ARTICLE 6: INSPECTION, CONFORMITY AND GUARANTEE: 6.1. Any complaint with respect to the conformity of the goods is only admissible if it is mentioned in the survey report prepared upon the delivery of the goods or on the receipt of the carrier. 6.2. ATC shall be informed of any hidden defects by registered letter within five days after the discovery. In any case and without prejudice to more severe provisions of the manufacturer and/or importer, the guarantee period is limited to one year after delivery. The guarantee provided by ATC is always limited to the guarantee offered by ATC’s supplier, the manufacturer and/or importer. The buyer shall fulfil all formalities with respect hereto. In the event a defect is ascertained, the buyer shall ask ATC an RMA number. The RMA number must be mentioned clearly when the goods are returned, in the original packaging, together with a copy of the sales invoice issued by ATC. All transport expenses in the context of the guarantee shall be paid by the buyer. When afterwards the buyer is offered adequate goods (repaired or replaced), the buyer may not demand the rescission of the sale or claim damages. CPUs as well as goods subject to wear and tear are not covered by the guarantee. The value of the guarantee commitment shall not exceed the value of the sale and the agreement. 6.3. ATC shall not be bound to give indemnity if the buyer transformed or changed the goods or had them repaired without ATC’s prior written consent or in case of the abnormal or improper use of the goods by the buyer or the lack of maintenance according to the instructions of the supplier. 6.4. In case ATC is obliged to give indemnity, ATC may at its own discretion replace these items free of charge (after which the replaced items become ATC’s property) or repair them or grant a discount.
ARTICLE 7: LIABILITY: ATC is only liable for any damage directly resulting from a proven error and not for any indirect damage or any damage resulting from liability towards third parties. The liability of ATC is in any case limited to the price of the order. ARTICLE 8: PRICE: 8.1. The price of the goods is the price specified in the order confirmation. 8.2. In case of a price increase between the date of the order and the date of the delivery as a result of a change in the exchange rate or a change in taxes or duties on the goods, ATC may pass on these amounts to the customer, without granting the buyer the right to claim the rescission of the sale.
ARTICLE 9: PAYMENT: 9.1. Orders shall be paid immediately at the moment of the realization of the agreement in accordance with article 3.1 of these general terms and conditions. The payment shall be settled through SWIFT and in the currency mentioned on the order confirmation or on the invoice. Each party shall bear its own bank costs. 9.2. In case of non-payment or late payment, ATC may terminate the agreement immediately without prior notice of default or any other notice and without any prior court authorization, and sell the goods. In that case, the customer shall pay lump-sum damages of 15% of the order, without prejudice to the right of ATC to claim higher damages in case more damage was actually caused. 9.3. If ATC prefers not to terminate the agreement immediately as described above, the buyer shall pay ATC, by operation of law and without any further notice as from the due date, a late payment interest amounting to 0.75% per day of the unpaid amount in view of the specific trading activity, without prejudice to ATC’s right to claim higher damages in case more damage was actually caused. Also a delay in the payment shall by operation of law and without any further notice result in damages amounting to 15% of the invoice, without prejudice to ATC’s right to claim higher damages in case more damage was actually caused. 9.4. On pain of nullity, ATC shall be informed of any disputes concerning the invoice within 5 days from the date of the invoice.
ARTICLE 10: TRANSFER OF OWNERSHIP AND RISK: 10.1. The goods delivered remain ATC’s full property until the buyer has complied with his obligation to compensate ATC (including the price, costs, interest and damages). 10.2. The risk of damage, loss, theft or destruction of the goods shall be transferred in full to the buyer from the date of the delivery. 10.3. Until the ownership of the goods is actually transferred to the buyer in accordance with these general terms and conditions, the buyer may not dispose of the goods in any way.
ARTICLE 11: FORCE MAJEURE: 11.1. ATC is by operation of law exempted from the obligation to comply with the agreement in case of business interruptions, strikes, force majeure, coincidence and/or government measures. 11.2. In that case ATC may either terminate the agreement without damages by operation of law or extend the delivery period and/or execution with a period equal to the period of the suspension.
ARTICLE 12: DISPUTES: 12.1. Any dispute arising between parties shall be settled exclusively by the courts of Ghent, without prejudice to ATC’s right to elect the court having territorial jurisdiction under common law. 12.2. All agreements between parties shall be exclusively governed by Belgian law. The application of the Vienna Convention on Contracts for the International Sale of Goods of 11 April 1980 is explicitly excluded.
ARTICLE 13: IDENTITY OF THE COMPANY: Advanced Technology Company nv, 1 Ijsbeerlaan, B-9850 Nevele. Telephone: +32 (0)9 371 99 99. Fax: +32 (0)9 371 99 90. E-mail: firstname.lastname@example.org. Register of Legal Entities Ghent. Crossroads Bank for Enterprises: 0435.853.761. VAT: 0435.853.761. Website: www.atc.be