The agreement is concluded under the essential condition of acceptance of our general terms and conditions and waiver of any conflicting general terms and conditions of our buyer, cognizance of which may never be construed as tacit acceptance or derogation from the terms and conditions set out herein. Our general terms and conditions are an integral part of the agreement entered into with the buyer.
The fact that we, at a given time, do not invoke any of the provisions of these terms cannot be interpreted as a waiver to invoke one of these provisions later.
The offers, tenders and price quotes by our representatives are without commitment, unless they are confirmed in writing by our management.
Orders are a promise to contract by the buyer. We may refuse them.
We reserve the right to demand such guarantees as we deem necessary for the proper execution of the obligations, even after delivery, in so far as there are indications such as payment default, failing which the agreement will be dissolved.
Compensation for breach of contract is agreed as a fixed rate of 25% of the value of the contract, subject to substantiation of greater damages, without prejudice to our right to choose to demand performance of the contract.
All goods are supplied ex works of the vendor and are shipped at the buyer's risk. Unless agreed otherwise, all transportation and shipment costs shall be borne by the buyer.
Our delivery terms are merely indicative and are based on the average planned terms. Possible delays give the buyer no right to cancel the sale, to refuse the goods or the payment, or demand any compensation or damages.
In case of force majeure or if an extraneous cause hinders the fulfilment of our obligations, including strikes, shortages, interruption in production either at our own company and/or at our suppliers, weather conditions, measures by the authorities, without these circumstances forming an exhaustive list, we reserve the right to suspend implementation of the agreement fully or partly, or cancel it without the buyer being entitled to any compensation.
Any dispute relating to an invoice must be made in writing by registered letter within eight days after its receipt.
On pain of inadmissibility, any complaints concerning visible defects must be reported in writing by registered letter to the office of the company within 8 days of receipt of the merchandise. For latent defects, the same time period commences from the date when the defect comes to the attention of the other party to the contract.
On pain of inadmissibility, the complaint letter and must quote the invoice and product references, and give a detailed description of the subject of the complaint and the circumstances and the time of discovery of the claimed defects.
Except with the express written consent of the vendor, the goods may not be transformed in any way, repaired or returned before the vendor has the opportunity to make the necessary observations on site. Otherwise the liability will lapse.
Our responses to complaints received late or without the required prior observation are always subject to this reservation and never imply any waiver of the above clauses.
Our liability is limited to supplying replacement goods, or to the commercial value of the goods supplied, to the exclusion of any other liability. The vendor cannot be held liable under any circumstances for any indirect or consequential damages.
This guarantee is limited to eight weeks after delivery. After this period, the goods are accepted as definitively accepted.
The buyer and Copaco expressly declare that all claims of any kind, present and future, which they have against each other, shall automatically be offset against any debts of any kind, present and future that they owe to each other, at the time of the formation of their claims and their debts, regardless of their exigibility.
All payments must be made at Bavikhove (Belgium), or at our offices or by credit entries in our postal or bank accounts. The payment only discharges the buyer's obligations once it has been received on our account. The financial and bank charges for these transactions shall be borne by the buyer. Unless other payment arrangements have been expressly authorized, payments are to be made cash.
In the event of failure to pay all or part of the price on the due date, interest shall be charged automatically and without notice of default on the outstanding debt at the rate of 1% per month, with as a minimum, the legal interest in commercial cases.
In case of total or partial non-payment of the debt on the due date without serious grounds, the outstanding balance shall be increased by 10% by operation of law, with a minimum of 200.00 euro, even if payment terms have been granted, for extrajudicial costs, unless the payment default is remedied within 8 days after a formal notice of default by registered letter.
The goods remain the sole property of the vendor until the buyer fulfils its obligations in full. The buyer is nevertheless responsible for this merchandise, and is responsible for its loss, ex. works, even with free shipping. The risks, including cases of force majeure and destruction, are to be borne by the buyer. Storage of the goods while awaiting delivery or collection is at the buyer's risk and expense. The buyer acknowledges that the clause of retention of title has been brought to his attention and accepted by it before the delivery of the merchandise. Having regard to the retention of title, the buyer is prohibited from re-selling the merchandise sold to it before making full payment, on penalty of an additional lump sum compensation equal to at least half the price of the goods supplied. If, despite this retention of title, the buyer sells the goods to a third party, then the buyer assigns its claim for payment of the proceeds of that sale to Copaco as collateral.
The advances that may have been paid remain our property as compensation, irrespective of the provisions under "Compensation for breach of contract.”
Our obligations are fulfilled at our offices. The agreement is governed by Belgian law, and the parties declare that the International Conventions on the Sale of Goods do not apply.
In case of dispute, the courts of Kortrijk (Belgium) shall have sole jurisdiction.
Annulment by the court of one of the clauses, or our waiver of one of the clauses, does not affect the validity of the remaining provisions of the General Terms and Conditions.
In case of discrepancies between the various translations of these general terms and conditions, the Dutch-language version will prevail.