1. These general terms and conditions of sale apply to all contracts of sale concluded between PIPING LOGISTICS (the Seller) and the Client. The general terms and conditions of sale together with the special terms and conditions, if any, as well as where applicable and insofar as these are drawn up, the quotation, constitute the contractual framework between PIPING LOGISTICS and the Client (the Agreement). The Client may not depart unilaterally or tacitly from the Agreement in any way whatsoever (including by simple conduct). By placing an order or entering into an agreement with PIPING LOGISTICS, the Client declares to have read and - without reserve – accepted these General Terms and Conditions of Sale. The Agreement excludes any further application of the Client’s general or special terms and conditions. Deviations from these general terms and conditions can only be made with the express written consent of both parties. No other oral or written arrangements made between the parties prior to this Agreement will apply.
In the event of a contradiction between the General Terms and Conditions of Sale, potential special terms and conditions and, where applicable and insofar as these are drawn up, the quotation, the provisions in the quotation shall prevail over contradictory provisions in the special terms and conditions, and provisions in the special terms and conditions shall prevail over contradictory provisions in the General Terms and Conditions of Sale. PIPING LOGISTICS reserves the right at all times to change the provisions in the Agreement. The Client shall be notified in writing of any such change. In the absence of any reaction from the Client within fifteen (15) calendar days after the written notification, the Client shall be deemed to have fully and irrevocably accepted the changes.
1. All offers made and quotations and pricings submitted by PIPING LOGISTICS will be without obligations and under reserve. Quotations are free and are applicable as a whole and are indivisible. Prices offered are guaranteed for thirty (30) calendar days. Quotations relate only to a proposal by PIPING LOGISTICS and do not bind PIPING LOGISTICS, even after acceptance by the Client. Only the written acceptance of the order by PIPING LOGISTICS shall cause the Agreement to come into existence.
1. PIPING LOGISTICS assumes that the information, drawings and other data provided by the Client are correct and may thus use them as the basis for its quotation. If the Client places an order by itself citing references from PIPING LOGISTICS, PIPING LOGISTICS will assume that these tally with the Goods actually required.
2. Images, dimensions, capacities, weights, description of appliances and options and other indications of machines and parts, price lists, offers included in PIPING LOGISTICS’ catalogue or on PIPING LOGISTICS’ website or demonstration models are compiled as carefully as possible, but are only approximate and for information purposes, and are given only by way of information supplied free of obligation.
1. The subject of the present Agreement is explicitly described and includes the explicitly described machines, devices, accessories, apparatuses, auxiliary attachments, parts, maintenance and/or repair services and installation. Depending on the specific context, the subject is hereinafter referred to as the “Goods”.
2. The Client is fully liable for the choice of the Goods. The Goods are standard goods, which are not created specifically for the Client’s needs, or goods which PIPING LOGISTICS has adapted at the Client’s request to specifications described by the Client. PIPING LOGISTICS has no liability whatsoever if it should emerge that the Goods fail to meet the Client’s specific needs and intended purpose and use, where the Goods meet the specifications described by the Client.
3. If an agreement is concluded between PIPING LOGISTICS and several Clients, they shall be jointly and indivisibly liable towards PIPING LOGISTICS.
IV. INTELLECTUAL PROPERTY RIGHTS
1. The Client recognises that all Intellectual Property Rights (which are all intellectual, industrial and other property rights (irrespective of whether these are registered or not), including but not limited to copyrights, related rights, marks, trade names, logos, drawings, models or applications for registration as a drawing or model, rights in inventions, patents, patent applications, domain names, know-how, as well as rights to databases, computer programs and semi-conductors) attached to the Goods and the name and the logo under which they are provided, are vested with PIPING LOGISTICS or a third party that PIPING LOGISTICS has entered into an agreement with, and undertakes not to make any claim thereto.
The Client does not acquire any right or title to the Goods except for the license rights explicitly granted to it by PIPING LOGISTICS.
3. The Client will observe PIPING LOGISTICS’ Intellectual Property Rights at all times and make all reasonable efforts to protect said rights. The Client will immediately inform PIPING LOGISTICS of any infringement of PIPING LOGISTICS’ Intellectual Property Rights by third parties of which it becomes aware.
4. Some third parties have Intellectual Property Rights in some of the Goods of PIPING LOGISTICS (Third-party IP) in some countries (the Third Party IP Countries). If the Client’s order concernes one of the goods, the Client will be informed about this in writing. The Client is not allowed to make, offer, place on the market or use the Goods concerned, or import or store the Goods concerned for those purposes in the Third Party IP Countries. The Client shall also refrain from supplying or offering to supply, to any person within the Third Party IP Countries [other than a party entitled to exploit the patented invention], the means relating to an essential element of that invention, for putting it into effect therein].
PIPING LOGISTICS will not be liable for any infringement on Third-party IP by the Client and the Client shall hold PIPING LOGISTICS harmless against any claim of a third party based upon an alleged infringement on Third-party IP.
The Client undertakes to insert a clause into its agreements with each customer to whom it sells Third-party at least equivalent to this clause IV. The Client shall remain fully liable to PIPING LOGISTICS for the performance of that customer's obligation.
2. The prices are established on the basis of the current prices applicable at the time the Agreement is concluded. If unforeseeable costs are incurred after conclusion of contract, PIPING LOGISTICS reserves the right to adjust the prices within the framework of the altered circumstances and without charging additional profit.
3. Our prices are exclusive of VAT and are established on the basis of ex-works or ex-warehouse delivery. Packaging, transport, any insurance, taxes and customs duties are not included and are borne by the Client.
VI. DELIVERIES AND TRANSPORT
1. The shipping and transport of the Goods will be executed at the risk of the Client. ., The risk shall transfer to the Client upon delivery of the Goods to the haulier, the carrier or other person employed. This shall also apply if carriage paid delivery is agreed to in individual cases. If the dispatch is delayed due to circumstances for which the Client is responsible, risk shall transfer to the Client on the day of readiness for dispatch. If PIPING LOGISTICS selects the method of dispatch, carriage or courier, PIPING LOGISTICS shall only be liable for gross negligence in respect of the selection.
2. PIPING LOGISTICS can use the order confirmation to inform the Client of the lead-time for the delivery of the Goods which have been ordered. PIPING LOGISTICS shall make every effort to uphold these lead times; however, lead-time information is provided as an indication only and under no circumstances may PIPING LOGISTICS be held liable in the event of a late delivery.
3. Failure to meet the indicated delivery time does not entitle the Client (i) to cancel any order or (ii) refuse to accept or pay for the Goods and/or service, or (iii) to any form of financial or commercial compensation.
4. Any explicitly agreed delivery deadline shall commence only after PIPING LOGISTICS is in possession of all information and documents that are required for the delivery.
5. However, if PIPING LOGISTICS has explicitly made a written commitment to compensation in the event of delayed delivery in the Agreement, such compensation shall be payable only if the Client has declared PIPING LOGISTICS in default for exceeding the delivery deadline by registered letter within the binding period of five (5) calendar days from the expiry of the delivery deadline, appending proof of the damage suffered. However, PIPING LOGISTICS may not be required to pay compensation if the delayed delivery is the consequence of Force Majeure (as defined in clause I.3), or if it is attributable to the Client. In the latter case, the Client must compensate the damage suffered and the costs. In any case, any compensation for delayed delivery shall always be limited to 0.5% of the purchase price, per complete week of delayed delivery following the 21st working day of the delivery date, up to a maximum amount of 5% of the purchase price.
6. The Client cannot refuse any Goods ordered unless (i) the Goods delivered fail to conform to the order confirmation or (ii) a significant defect is found in the delivered Good(s). If the Client refuses to accept an order, the Goods shall be stored at the Client’s expense and risk.
7. Unless agreed otherwise in writing with the Client, the Goods are not taken back once delivered. Should PIPING LOGISTICS agree to take the Goods back, it will be entitled to invoice an amount in proportion to the value and condition of the Goods at the time of delivery to its warehouse, plus any direct and indirect costs incurred. If the Client returns the Goods unilaterally, PIPING LOGISTICS reserves the right to send these Goods back again in the condition in which they are, at the Client’s cost and risk.
VII. TERMS OF PAYMENT
1. Unless otherwise agreed, the Client will accept the terms of payment indicated on the invoice. Unless expressly agreed otherwise in writing, all invoices are payable net, at the latest 30 days from the invoice date.
2. The Client may not assert any objection that is not acknowledged by PIPING LOGISTICS to obtain a deferral of payment or the full or partial settlement of due invoices. The Client is not entitled to suspend and/or defer payment of the purchase price nor to make an offset vis-à-vis PIPING LOGISTICS, even in the case of any complaint that may relate to the (partial) performance of the Agreement and may be filed for any reason, including a legal procedure. The Client is accordingly never released from its obligation to pay the purchase price within the agreed deadline.
3. Failure to pay on the due date will automatically and without formal notice lead to an interest equalling 12% annually. All costs incurred by PIPING LOGISTICS in respect of the collection of unpaid invoices will be borne by the Client. In addition, all due invoices that are not paid on time will automatically be increased with 10% as compensation for damages incurred by PIPING LOGISTICS. PIPING LOGISTICS reserves the right to claim higher compensation.
4. Should the Clients’ financial position worsen or if PIPING LOGISTICS is informed of circumstances that reduce the Clients’ creditworthiness, PIPING LOGISTICS has the right to immediately collect all its credit balances, subject to all rights and notwithstanding any existing agreements, irrespective of any due date. Moreover, PIPING LOGISTICS will be entitled to cancel all outstanding orders.
5. If PIPING LOGISTICS becomes aware of any circumstance that might substantially influence the Client’s financial situation all outstanding amounts, even those that the Client owes to companies associated with PIPING LOGISTICS, shall become immediately due, with no need for prior proof of default.
6. Complaints concerning invoices must be received by PIPING LOGISTICS within eight days of the invoice date in the form of a detailed and motivated registered letter. After this period, invoices are deemed to be accepted. Complaints cannot suspend payment by the Client.
VIII. RETENTION OF OWNERSHIP - TRANSFER OF RISK
1. Notwithstanding article 1583 of the Belgian Civil Code, all Goods remain PIPING LOGISTICS’S exclusive property until the invoice or other receivables from current accounts have been settled in full. The Client is obliged to make these general terms and conditions enforceable upon its contracting parties who therefore undertake not to assert any rights or obligations in respect of PIPING LOGISTICS other than those laid down in these terms and conditions.
2. The Client will take care of the Goods as of delivery. As from that point forward he will be responsible for any damage or loss. The risk shall be passed on to the Client in accordance with clasue VI.
3. If the Client fails to comply with any contractual obligation, such as non-payment of invoices due, PIPING LOGISTICS will be entitled to reclaim the Goods.
IX. PRODUCT LIABILITY - GUARANTEES
1. PIPING LOGISTICS shall ensure that the Goods sold have the features specified in writing or in verifiable technical parameters. The Client is exclusively responsible for the suitability of the Goods sold by PIPING LOGISTICS in relation to its application (system responsibility). If PIPING LOGISTICS offers application advice, the responsibility shall be restricted to the Goods offered and their specified verifiable technical parameters or specified features (component responsibility).
2. Only the Client is responsible for the safety of the Goods sold in the Client’s specific application.
3. The Client shall inspect every delivery regarding completeness and damage to the packaging upon transfer or receipt. Complaints must be sent to PIPING LOGISTICS in writing immediately.
4. The Client must immediately inspect the delivered Goods and any visible and latent defects must be notified to PIPING LOGISTICS immediately upon discovery in writing as follows:
a) If the Client believes that the delivered Goods do not match the order or is visibly defective, the Client must file a written complaint to PIPING LOGISTICS within no more than 24 hours after delivery of the Goods. If, after the expiry of that deadline, PIPING LOGISTICS has received no written complaint from the Client, the Client shall be deemed to have accepted the Goods.
b) Latent defects must be reported by the Client in writing by registered letter to PIPING LOGISTICS within a period of five (5) working days after the Client has identified them or ought to normally have identified them, and in any case within a period of six (6) months after the date of delivery of the Goods.
5. If the Goods sold are delivered in lots, which facilitate a statistical quality inspection according to the usual applicable principles, this inspection must be performed upon receipt. Unless agreed otherwise, the inspection conditions and criteria in the relevant standard documents shall apply to the inspection. A lot accepted upon this inspection shall be considered as free from defects. PIPING LOGISTICS shall replace a lot rejected upon this inspection upon its return to PIPING LOGISTICS in full. PIPING LOGISTICS reserves the right, in consultation with the Client, to replace the defective parts of the rejected lot with parts without defects.
6. Complaints by the Client shall lapse 12 months from the date of delivery. This shall not apply where the law obliges longer periods and in the case of malice.
7. PIPING LOGISTICS shall be liable for gross negligence. PIPING LOGISTICS shall be liable for slight negligence only if this involves the breach of substantial contractual obligations arising from the nature of the contract or if the breach threatens fulfilment of the purpose of the contract. In this case, any financial compensation shall be limited to direct damages only. Moreover, in the case of slight negligence, claims for compensation by the Client - for whatever legal reason - are excluded. PIPING LOGISTICS may never be held liable vis-à-vis the Client for indirect damage, such as, although not limited to, loss of turnover, loss of clients or any increase in overheads. Financial compensation for indirect damages are consequentially excluded. If PIPING LOGISTICS is deemed to be liable in accordance with this section, on a contractual or an extra-contractual basis, for whatever reason, the maximum amount of its liability shall in any case be explicitly limited to the amount of the purchase price of the ordered Goods, excluding VAT and Costs giving rise to the damages.
8. Without prejudice to the above:
a) PIPING LOGISTICS’s guarantee is limited to the replacement or repair (as decided by PIPING LOGISTICS), free of charge, by our services, of goods we acknowledge to be defective. Such replacements or repairs do not extend the guarantee period.
b) Transport costs for spare parts will be borne by the Client.
9. PIPING LOGISTICS shall not be required to safeguard the Client if it emerges that:
a) The Client or a third party has made, or attempted to make, repairs or changes to the Goods; or
b) The defects are the consequence of improper or abnormal use, such as, for example, the use of the Goods for purposes other than those for which they are reasonably intended, overloading, (inappropriate) application in a way which does not match the instructions for correct use, assembly, maintenance, installation or use which does not match the technical or safety standards applicable in the place where the Goods are used; or
c) The defects have not been reported to PIPING LOGISTICS on time or in the correct way; or
d) The documentation belonging with the sold Goods, and not deriving from PIPING LOGISTICS, including instructions for use or operation, safety symbols, etc. is incorrect and/or incomplete; or
e) The Client fails to comply with the obligation to regularly perform maintenance services on the Goods; or
f) The Goods are used together with accessories or auxiliary attachments, which are not sold or supplied as accessories with the sold Goods, or not intended to be used together with the Goods.
10. All other complaints or demands for compensation or indemnification, other than those mentioned in this article, are excluded, irrespective of the legal or other grounds on which they are based.
11. All repairs rendered further to normal wear and tear of the goods or as a result of damage or accidents caused by neglect, lack of monitoring or maintenance, improper use or incorrect assembly are not covered by our guarantee.
12. Where the Client is held liable by third parties as a result of damage caused by a fault in the Goods supplied, which were supplied by the Client in any form whatsoever to third parties, the Client shall in no sense be entitled to any recourse against PIPING LOGISTICS.
X. SUSPENSION AND DISSOLUTION
1. In the event of the complete or partial non-payment of the debt on the due date set out in the Agreement, the Supplier shall have the right to suspend or terminate any current Agreement with the Client, with the Client not being entitled to any compensation.
2. If the Client fails to remedy its contractual breach within five (5) days after receipt of the notice of default, PIPING LOGISTICS shall have the right to immediately terminate the Agreement without any judicial intervention. The entire or partial non-payment of one or more invoices on the due date shall be considered as a contractual breach of the Client.
3. Without prejudice to the provisions of Art. X.1, PIPING LOGISTICS shall be entitled to suspend the performance of its obligations under the Agreement or to dissolve or terminate the Agreement if, after or before the conclusion or beginning of the execution of the Agreement, PIPING LOGISTICS becomes aware of any circumstance that might substantially adversely influence the Client’s financial situation, or if it becomes clear to PIPING LOGISTICS that the Client will fail in its obligations in a major way. PIPING LOGISTICS shall, in such a case, write to the Client to notify it of its decision.
4. PIPING LOGISTICS shall have the right to consider the agreement dissolved at the Client’s expense in the event of bankruptcy, insolvency (procedures) or cessation of activities of the Client, without prejudice to Art. V of the present Agreement.
5. In the cases referred to in Art. X.1 and X.2, the Client shall be liable for any damage suffered by PIPING LOGISTICS.
XI. PROCESSING OF PERSONAL DATA
1. For the duration of this Agreement, the Client shall comply with all applicable data protection laws, including in particular with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) (the "Regulation"), if applicable.
1. Belgian law applies exclusively to any disputes that may arise in relation to the present general sales conditions and will be exclusively settled by the courts and tribunals of Ghent. No effect shall be given to any choice-of-law or conflict-of-laws rules or provisions that would cause the laws of any other jurisdiction to be applicable.
2. The invalidity, for any reason whatsoever, of one of the provisions in these general terms and conditions does not affect the validity of the remaining clauses. The parties shall make every effort to ensure, by mutual agreement, that the invalid clause is replaced by a valid clause with the same or substantially the same economic impact as the invalid clause.
3. PIPING LOGISTICS may transfer the Agreement or part thereof to any person, company or business or outsource it by means of subcontracting. The Client is not entitled to transfer the Agreement or part thereof to a third party without the prior written consent of PIPING LOGISTICS.
4. These General Terms and Conditions of Sale in no way affect any other rights PIPING LOGISTICS may have, including contractual rights as well as legal rights.
5. Please note that this English version of our General Terms and Conditions constitutes a mere translation of our original Dutch version and is only provided to you as a commercial gesture. In case of a conflict between the different language versions, the original Dutch version shall at all times prevail.