MicroDry®

Sales Conditions

GENERAL SALES CONDITIONS

CONTRACT COMPOSITION. – Any order shall only be considered as accepted after a written confirmation from us. Any oral agreement and any deviation from the present sales conditions shall only be valid after a written confirmation.

PRICE. – Our material prices are stated net exclusive of VAT,  ex our warehouses.

 

OPTION. – Our offers remain valid for the indicated duration; following this term, they shall require a separate written confirmation.  The option notion does not exclude the price revision formula, as mentioned in the section <<Price revision>>.

 

PRICE REVISION. – Our prices will be determined taking into account all known elements, such as prices of raw materials, wages, social charges, taxes, import duties, currency exchange rate, etc.., in Belgium and abroad. Besides the option notion, we reserve the right to change our prices at any given moment by virtue of possible fluctuations of one or other of these elements.

 

SETTLEMENT CONDITIONS. – All payments are due into our bank account according to the modalities determined in the sales confirmation and without any discount.

We will only accept discounts when confirmed in writing by us.  Any overdue payment shall be increased without prior warning with 2% interest per month as defined by the National Bank of Belgium.  Furthermore, any costs for

reminder, collection or other letters will be charged.

 

TERM OF DELIVERY. – Delivery terms shall commence as of the sales confirmation date and shall be determined in good faith on the basis of the usual delivery terms of suppliers and possible personnel deployment. Delivery terms shall also imply the customer compliance with his obligations, such as advance payment, approval of plans and provision of final technical data.  Except for an approval mentioned in our sales confirmation, we will refuse any cancellation of an order or any fines for overdue delivery.

 

CAUSES FOR WITHDRAWAL. – In all cases of force majeure that might prevent the normal execution of a sale, we will reserve the right to modify the contract clauses.

 

DELIVERY – SHIPMENT. – When leaving our warehouses and workshops, or the suppliers’ warehouses and workshops, the goods will be delivered at the customer’s or recipient’s risk, even in case of postage free sale.  Shipment will be done to the best of our ability, without any guarantee as to whether this is done at the cheapest conditions. We reserve the right to deliver and invoice the material in several shipments.  In the event of the buyer collecting the goods, he will commit himself to carry out the said collection within eight days following the disposal thereof.  In case the shipment or collection should be postponed for any reason beyond our will, the goods shall if required be stored and maintained at the cost and risk of the buyer.

 

PACKAGING. – Nor the packaging nor any additional means of protection that we deem necessary, are included in the delivery price.  These shall be invoiced at the cheapest price possible. We shall only take back any packaging and other means of protection if so agreed beforehand.

 

CUSTOMER’S PERFORMANCE. – Any performance by the customer (assembling, testing, repair, maintenance, training, etc..) shall be subject to a fixed amount or invoicing according to the unit prices as mentioned in the price offer.  Whenever the customer should wish to make use of our personnel, it is expected that they can work without any hindrance or delay. Any works shall be done on the basis of fixed prices or unit prices, any waiting times and set up times shall be invoiced on the basis of the same unit prices.  Apart from the normal tools our personnel is equipped with, the customer shall for free provide all tools required to complete the works (motive power, air pressure, welding equipment, lifting gear, scaffolds, etc. …).  In the event of the customer putting personnel at our disposal, these personnel members are deemed to be covered by the customer’s insurance policies.  The customer will bear the entire responsibility for his own personnel.

 

ACCEPTANCE – RECEPTION. – The customer shall accept the material for delivery in our factories.  As of the shipment, the material shall be deemed to have been subject to a satisfactory quantitative and qualitative testing by the customer.  Any costs for fees, testing or inspections by third parties or organisations shall be charged to the customer.  We shall reserve the right to refuse some of the tests or dismounting which we consider to be abnormal.

 

STUDIES – DESIGNS – DRAWINGS – SPECIFICATIONS. – Any plans, diagrams and designs proposed to the customers will remain our full property and shall be treated as confidential.  Any technical documents shall only be given as information.  Upon the customer’s request, we can present “certified” documents; any costs therefore can be charged to the customer, even when the latter has not given us an explicit order to do so.

 

INFRINGEMENT OF THE PATENT LAW. – Should a customer wish to file a patent request for any realisation we contributed to, he shall inform us thereof by registered mail and ask our explicit permission.  We can never be considered liable for any infringement of the patent law unless we receive an agreed royalty.  In the opposite case, no third party will ever be able to lodge an appeal against us.

 

GUARANTEE. – We will guarantee the material sold against defects for a period of 12 months as of delivery.  The customer shall loose his guarantee right when during the said period he should incorrectly use the material or apply changes to the material without written approval.  Our guarantee will be limited to free replacement or repair in our workshops of any goods considered as faulty which are returned postage free.  The guarantee will only cover the possible replacement of faulty pieces in our plants, works outside our workshops will be charged to the buyer.  The buyer shall not refuse to fulfil his payment obligations, pretending that the seller has not complied with all or part of his obligations regarding the guarantee.  We shall not intervene for any direct or indirect damage that might result from the said defect; hence, we will reject any claim thereto by the customer.

 

PROPERTY RIGHT. – The property for the delivered goods shall be transferred at the moment when the customer has complied with all his payment obligations regarding the said delivery; as long as this has not been done, the totality of these goods will remain the exclusive property of CHP.

DISSOLUTION

 

1. DISSOLLUTION OF THE CONTRACT BY THE SELLER. – In case the customer should not fulfil one of his obligations, we reserve the right to dissolve the contract or the part thereof that has not been executed, without any judicial intervention being required and without any compensation for damage and interests.

 

2. ANNULMENT OF THE CONTRACT BY THE BUYER. – Any annulment of the order by the customer shall be subject to our written acceptance and our conditions.

 

DISPUTES

The Belgian law will be applicable to all agreements; in case of any disputes, only the courts of Antwerp shall be competent. The correspondence language is Dutch.