Article 1.

All offers and (future) agreements are governed by these general terms and conditions unless stipulated otherwise in other agreements 

(e.g. renting) or specific conditions mentioned on the front of the invoice or the order form.  Specific conditions thus take precedence over the present general terms and conditions, without excluding them (if they are not contrary to the specific conditions) but rather complementing them. 

However, the general terms and conditions of contracting and/or other parties are explicitly excluded.

 

Article 2 Conclusion of the contract.

2.1 In order to be binding for our company, all orders must be confirmed in writing by DB&S Machines BV. Any instructions and/or specifications communicated verbally, by telephone or in writing are only valid if they are explicitly included in the order form and order confirmation. 

2.2 The persons who sign the contract on behalf of the customer undertake a joint and several commitment towards DB&S Machines BV.

2.3 All orders, offers and/or order confirmations by the customer shall be irrevocable binding on the customer.

Should the customer cancel their order for any reason whatsoever, we are entitled to a compensation equalling: 

- 25% of the total price if the order is cancelled one month or less after having been placed; 

- 30% of the total price if the order is cancelled one month or more after having been placed; 

- 40% of the total price if the goods are already ready for transport with the manufacturer or have already been supplied to DB&S Machines BV.

However, for machines with a purchase price of more than €100,000.00 (excl. vat), the compensation will in any case amount to 65%. If the losses incurred exceed 65% of the purchase price, DB&S Machines BV is entitled to claim a compensation of the actual losses incurred.

If the order relates to customised machines, i.e. machines with specific features and functionalities to fulfil the customer’s needs, the above does not apply and it will not be possible to cancel the order.  However, in case of non-performance, a compensation equalling 65% of the purchase price will be payable in this case. If the losses incurred exceed 65% of the purchase price, DB&S Machines BV is entitled to claim a compensation of the actual losses incurred.

 

Article 3 Price

3.1 The price is the price stated in the order confirmation, unless we are compelled to adjust this price to the evolution of our fixed and/or variable expenses resulting from a change in their structure (raw materials, salaries etc.), price changes implemented by our suppliers or any other objective circumstance in the market situation that may give rise to a price revision.  The price revision will be implemented on the basis of these changes.  In that case the new price indicated on the front of the invoice is applicable.

3.2 The price is increased ipso jure by any taxes and duties levied or to be levied by any government agency/authority, as applicable on the day of delivery.

3.3 Unless otherwise agreed and/or stated in the specific conditions, all our prices are ex works DB&S Machines BV in Hooglede (Belgium).

 

Article 4 Terms and Delivery.

4.1 Delivery periods are always indicative only and are not binding for DB&S Machines BV. Any delays in delivery or unavailability of products ordered, for any reason whatsoever, can in no event give rise to the cancellation of the order nor to any claims for compensation.

4.2 Moreover, the delivery periods commence only after receipt of the deposit of 30% or payment of the first increased renting invoice.  The time with which the payment deadline is exceeded is therefore added to the delivery time.  Changes in the order and/or late payment of the deposit or any other non-performance on the part of the customer may give rise to an extension of the planned delivery time. 

4.3 The customer shall ensure that all required measures are taken at the delivery address and all conditions (as stated in the order confirmation) are met for the delivery to take place under optimal circumstances.  Any damage and/or additional costs incurred by the lack thereof will be at the customer’s expense.

 

Article 5 Transfer of risks, retention of title, conformity and guarantees.

5.1 The responsibility for and the risks relating to the goods are transferred to the customer upon conclusion of the contract and, for bulk goods, as soon as they have become sufficiently individualised. 

5.2 However, the goods remain our property until full payment of the price.  All risks remain with the customer.  The customer therefore undertakes not to dispose of or pledge these goods, nor to encumber them with rights in rem or securities.  Should the customer dispose of or pledge the goods subject to a retention of title or encumber them with rights in rem or securities after all, the retention of title shall, as a result of real subrogation, apply to the claim or any other advantage obtained.

Any advance payments made remain the property of DB&S Machines BV by way of compensation of possible resale losses.

• The goods are transported at the risk of the customer, even if DB&S Machines BV is responsible for delivery.

5.4 DB&S Machines BV does not provide any guarantees for the software products offered and sold by them, but not manufactured by them.  In case of defects or malfunctions in this software, the interventions of  DB&S Machines BV will be charged on the basis of the standard service rates that can be consulted on the DB&S Machines BV website.

5.5 DB&S Machines BV does not accept any responsibility and can therefore not be held liable if following the delivery of the machines, goods, services and/or software ordered, compatibility issues arise that cause a breakdown of the machines and/or damage of any kind.  By accepting the machines, goods, services and/or software the customer acknowledges being duly informed of the potential risks and an all possible consequences of any non-compatibility, breakdowns and downtime of the goods supplied, damage to (raw) materials etc. during the period that is unavoidably required to adapt the supplied hardware and software to each other and to the existing or supplied equipment and thus resolve all compatibility issues. 

5.6 The liability of DB&S Machines BV with regard to the supplied machines, goods, services, software and interventions and with regard to any damage resulting from those deliveries and/or interventions is limited to the value of the machines, goods, services, software and interventions of  DB&S Machines BV, regardless of the cause and the consequences of the damage.

Standard or technically unavoidable deviations will not be accepted.

5.7 If a complaint relating to conformity is accepted as being justified, the compensation is limited to taking back the goods.

 

Article 6 Warranty

Unless explicitly stipulated otherwise and mentioned in the specific conditions, no warranty is granted on the delivered goods.

The costs of transport of machines with a sales value of less than € 5,000 + VAT are never covered by any warranty.

No warranty is granted on electric and electronic components.

 

Article 7 Payment

7.1 Unless stipulated otherwise in writing, all invoices are payable in cash, without any discount, at our offices in Hooglede, Belgium.

7.2. Unless stipulated otherwise, our agents or sales representatives are not authorised to collect the amount of the invoice.

7.3. The buyer shall bear the exchange rate risk.

7.4. The drawing and/or acceptance of bills of exchange or other negotiable documents does not imply novation and does not constitute an exception to the terms and conditions of sale.

7.5 Any amount unpaid on its due date will ipso jure and without a formal notice of default being required yield interests calculated on the basis of the Belgian statutory interest rate according to the Act on combatting late payments in commercial transactions increased by 2%, with a minimum interest rate of 12%.  In case of non-payment on the due date, we reserve the right to increase the amount of the invoice by 10 % with a minimum of € 75.

Non-payment on the due date of a single invoice shall make the outstanding balance of all the other invoices, even those not yet due, immediately due and payable by operation of law, and shall immediately suspend the obligations arising from the contract to which these invoices relate until payment is made.

 

Article 8 Administrative costs.

If DB&S Machines BV is asked to present additional documents, manuals, certificates of any kind or documents other than those supplied with the machine, or has to carry out administrative work at the customer's request that is not explicitly described in the special general terms and conditions, and which entails substantial additional administrative costs, the resulting costs will be charged to the customer in accordance with the standard service rates available on the DB&S Machines BV website.

 

Article 9 Taking back goods delivered.

Goods delivered are never taken back.

 

Article 10 Complaints.

In order to be valid, all complaints or objections must be filed in writing with our company at the latest 5 days following receipt of the goods or the invoice and in any case before the goods are used, treated, processed or resold.

 

Article 11. Cancellation

11.1 Should the buyer fail to perform their obligations, the sale can be cancelled ipso jure and without a formal notice of default being required, without prejudice to our right to claim all compensations and interests referred to in article 2, but on the understanding that DB&S Machines BV can at any time provide proof of more extensive losses.  Our intention to cancel the sale, notified by registered letter, will suffice in this respect.

11.2 In case our confidence in the buyer’s creditworthiness is undermined by judicial enforcement actions against the buyer and/or other demonstrable events which may affect and/or impede confidence in the proper performance of the obligations entered into by the buyer, we shall reserve the right to suspend all or part of the order, even if all or part of the goods have already been sent, and to demand that the buyer provide adequate guarantees. If the buyer refuses to oblige, we shall reserve the right to cancel all or part of the order, without prejudice to our right to claim compensation and interests.

 

Article 12 Hidden defects.

12.1 Neither our liability nor our knowledge of hidden defects is presumed.

12.2 It is contractually agreed that the short period referred to in article  1648 of the Belgian Civil Code is six months from the date of delivery and that any claim for indemnification shall lapse in the event of processing, modification, repair by the customer or by third parties, resale of the delivered goods, improper use, inadequate maintenance or changes made without our written consent, or if the goods are not assembled or adjusted in accordance with our instructions and/or the manufacturer's instructions. If the defect could not be detected by a simple inspection, the right to claim an indemnification shall also lapse in the event that the customer continued processing the goods after the first results of the processing could be assessed. 

12.3 Claims for indemnification on account of hidden defects cannot be invoked by the customer to postpone or suspend their payment obligations.  Our warranty commitment is made to the customer personally.  Consequently, if the customer transfers the goods and services supplied to third parties, the latter cannot make claims against us directly under the warranty.

12.4 Our warranty obligations exclusively apply to machine parts and never exceed the warranty offered by our suppliers and/or manufacturers. Our responsibility to the customer, for whatever reason, is in any event limited to direct and foreseeable damage to the machine parts themselves, excluding any damage resulting from use or operation.

 

Article 13 – Jurisdiction and applicable law

In the event of disputes, the courts of Brugge, Belgium, have exclusive jurisdiction and Belgian law applies.