1. Unless otherwise agreed in writing, all our sales of goods and/or services are subject to these Export Sales General Conditions.
Modification of one or more of the following conditions by the special conditions is only valid for the operation for which it was arranged by the parties. This shall have no retroactive effect and shall not be valid for subsequent transactions unless specifically renewed on the occasion of each new order. Such special modifications shall not cause any change in the other conditions, which shall remain fully applicable.
2. Our goods are sold firm and cannot be returned or exchanged.
3. The mutual obligations of the buyer and SMT D.R.C. S.A.are governed by the Incoterms 2000 mentioned in our offer. The specific clauses of these general conditions and our offers shall in all cases take priority over Incoterms 2000.
4. Shipment, which may be partial, is carried out at the buyer' s own expense and risk. Even when insurance is contracted by SMT D.R.C. S.A.on behalf of the buyer, SMT D.R.C. S.A.shall not bear the risks of loss or damage after delivery, even in the case of any excess. The buyer shall deal with all the negotiations required to obtain compensation from the insurers.
5. Our delivery times are given purely for information and as accurately as possible. Late deliveries shall not be construed as constituting grounds for compensation or cancellation of current orders. In all cases, the agreed delivery times shall be delayed in the event of total or partial strike by our personnel, suppliers, sub-contractors, etc. fire flood, problems or incidents of any kind arising between our suppliers' premises and our own, between our suppliers' premises and those of the buyer or between our premises and those of the buyer manufacturing accident omissions by our suppliers any other causes seen as cases of force majeure and any other causes beyond our direct, personal control.
6. The buyer must inspect the goods or have them inspected as quickly as is possible in the circumstances. If SMT D.R.C. S.A.does not have to sign the transport contract under the selected Incoterm, the buyer must inspect the goods, or have them inspected, before transport. If the selected Incoterm implies that SMT D.R.C. S.A. must sign the contract for the goods transport, this inspection may be deferred until arrival at destination.
The buyer shall lose the right to claim for any nonconformity which is not reported to SMT D.R.C. S.A., stating the nature of the fault, within 48 hours after expiry of the period stated above for inspection of the goods.
7. All payments must be made in the currency of invoice. Unless otherwise agreed in writing, all our invoices are payable cash without discount on order regardless of the form and place of delivery, regardless of any dispute, and the buyer shall not be entitled to any compensation or to withhold monies. Payment by irrevocable letter of credit confirmed by a bank shall only be permitted subject to the approval of our Financial Department. If the sale involves the opening of a letter of credit, this must be confirmed to us by the bank at latest 10 days after the placing of the order if this is not done, then we shall be authorised to deem the sale to have been cancelled through the buyer' s fault and the latter shall be bound to compensate us for our loss, on the basis of a estimated minimum of 25% of the order amount, unless damage greater than this percentage is proven by ourselves.
8. Invoices which are not paid within the period stated in writing as an exception to Clause 7 shall automatically and without notice, as from the day following their due date, oblige the buyer to pay delay interest calculated on the basis of the interest rate set according to Article 5 of the Belgian Law or 2nd August 2002 on delayed payments in commercial transactions, plus 5%. The fact that delay interest is thus added to the account does not mean that the buyer is permitted to delay payments. Any payment not made within fifteen days of notice to pay sent by registered post shall be increased by a fixed 15% of the sums due with a minimum of 65€ and a maximum of 12,500 €. If court proceedings have to be instituted to obtain payment of our invoices or compensation for winding up the sale to the detriment of the buyer, the latter shall also be bound to pay us all the relevant recovery costs incurred following the payment delay, the evaluation of which shall not be less than 15% of the sums due.
9. In the event of non payment, partial payment or payment delayed through the fault of the buyer, or in the event of declaration of bankruptcy, creditor' s composition proceedings, liquidation of the buyer or partial or total seizure of the buyer' s assets, SMT D.R.C. S.A.reserves the right to cancel or suspend any order which is current or not yet fulfilled and, if appropriate, take back the goods delivered or in the course of delivery.
10. The goods sold benefit from guarantees provided by their builder or manufacturer on condition that the methods of application, territorial and other restrictions imposed by the builder or manufacturer are complied with by the buyer.
11. Ownership of the item sold shall only transfer to the buyer on full payment of the invoice.
12. These General Conditions of Export Sales are governed by Belgian law, including, for international sales, the United Nations Convention on international contracts for sales of goods, signed in Vienna on 11th April 1980 and approved by the Belgian Law of 4th September 1996. The exclusive jurisdiction for any dispute shall, even in the event of connection or action for guarantee or in the event of plurality of defendants, be the Courts of Brussels, where the matter shall be handled in the French language.