General Terms and Conditions of Sale – I-MOVIX S.A.
1.1. APPLICATION: The general conditions below are applicable to all offers, orders and services carried out by I-Movix and to all agreements concluded between I-Movix and the customer, unless a different agreement is expressly approved in writing by I-Movix. By signing the agreement or the order document or by accepting the order confirmation, our contract partner expressly acknowledges that he is familiar with these general conditions and has agreed to them. These general conditions will apply to all contracts concluded, even verbally, for business relations following an initial order.
1.2. EXCLUSION: Unless expressly agreed by us in writing, the general terms and conditions of purchase and sale recorded on any documents from our customers will not be applicable to us.
The contract will always be deemed to have been placed subject to our own conditions and the acceptance of an order will not bring about our adherence to our contract partner’s terms and conditions. Unless expressly agreed otherwise in writing, the contract partner hereby expressly declares that he irrevocably waives the benefit of his own terms and conditions during the relationship established between the parties, including in future relations.
2.1 OFFERS: Unless stipulated otherwise by us in writing in our offer, we reserve the right to change the offer in as much as it has not been accepted in writing by our contract partner, in particular in the event of a price increase in primary materials and / or labour during the period of validity of the offer. Under no circumstances will we be held liable for changes which may be applied to our offers. The undertakings entered into by our company’s agents and representatives will not be binding on the latter until ratified in writing by us. Unless otherwise agreed in writing, the said undertakings will therefore be systematically accompanied by a suspensive condition.
2.2 I-Movix’s prices and offers will not be binding. The agreement will only come into force after confirmation by fax by I-Movix or from the date its execution is started.
3.1 ORDERS: Any specifications submitted by the buyer will only be used as documentation and may not be invoked against us. Any order entrusted to us will not be binding on us until confirmed by us in writing. The place of concluding the contract will therefore always be the place of our company’s registered office. Changes made by the customer to his order document or to our offer will only be valid on condition that we have agreed to them and confirmed them in writing. Any complaints due to possible or alleged inaccuracies in our order confirmation must be sent to us in writing by registered mail within 8 days from confirmation; otherwise, they will expire.
4.1 The prices and conditions indicated will remain valid until 31st December of the current year. Unforeseen circumstances associated with the price and the bank interest rate may form part of the actual cost even after acceptance of the offer or after the agreement has been drawn up.
4.2 All works not initially planned and executed by I-Movix for the contract will be calculated on the basis of actual cost. The prices given in the offer and / or the agreement will always be quoted excluding taxes and excluding transport costs, travel and accommodation, unless there is a stipulation to the contrary below or unless a different agreement has been made in writing.
5.1 Products: VAT for product purchases is 21 % unless stated otherwise.
5.2. For each order the costs of transport of the equipment will be invoiced depending on the method of shipment and the destination.
5.3 Services: VAT for services is 21 % unless stated otherwise.
CONSTITUTION OF GUARANTEE AND SUSPENSION OF DELIVERY :
6.1 Regardless of the agreed conditions of payment, before delivery, we may ask the buyer for a bank guarantee or other guarantee for the fulfilment by the buyer of his payment obligations. We will be entitled to suspend all subsequent deliveries until the buyer has constituted this guarantee.
The same will apply in the case of successive contracts, until the buyer has fulfilled his payment obligations relating to previous deliveries.
6.2 We also reserve the right, in the event of non-payment or late payment of an invoice, to cancel the deliveries or works which are still to be carried out, without the customer being entitled to claim any compensation.
7.1. Unless otherwise agreed in writing, invoices will be payable within 30 days from receipt. Unless specially agreed otherwise, invoices will be paid:
- in Belgium: 370-1173466-47
- Abroad: 370-1173466-47
- IBAN: BE22 3701 1734 6647
- BIC: BBRUBEBB
- Bank: ING
7.2 Each invoice will be considered as approved within 8 days from sending, if not contested in writing by registered letter.
7.3 The sums due from our customers are agreed as payable at the address of the payee and not collectable in person.
7.4 Drafts, accepted or otherwise, or bills of exchange, will not constitute either a novation to or a derogation from this clause. The payment should be made in accordance with the invoice data, without costs for us, including VAT and within the period stipulated on the invoice. Unless otherwise indicated, the payment should be made in cash, on placing the order at the rate of 50 % before delivery, and the balance within 15 days from delivery. Complaints will not suspend the buyer’s payment obligations and the latter expressly declares that he will waive the objection of non-performance against us for whatever reason, even in the case of successive contracts.
7.5. Any delay in payment or partial payment will incur by full entitlement, and without prior notification, the debiting of an irrevocable contractual penalty to a sum of 10 % of the balance remaining due and interest on arrears of 1.5 % per month on the remaining balance as from the due date of the invoice; each part month will count as a full month.
7.6. If one of our invoices which has fallen due has not been paid, I-Movix will be authorised to suspend all current orders, by full entitlement and without prior notice, without prejudice to its right to obtain compensation from the customer.
7.7. In the event of late payment which does not cover interest or increases, the customer may not allocate the payment he makes to the capital sum in preference to the arrears and interest, in conformity with Article 1254 of the Civil Code.
If the payment only covers the principal sum and the interest, but not the total sum of the debt, it will first be allocated to the interest and the arrears.
7.8. Payment periods may be explicitly granted to the customer based on an exceptional and unilateral decision by I-Movix. Under no circumstances may this favour, even if renewed and / or repeated, be interpreted as an established practice deviating from these conditions.
7.9. Unpaid invoices will be passed to a debt recovery firm. The costs of collection will be paid by the debtor who has defaulted.
DELIVERY OR EXECUTION PERIODS :
8.1 The timescales indicated in our offers are purely indicative and do not imply any commitment on our part. If a period is mandatory and is a condition of an order, it should be clearly specified as such on the order document (express reference to the terms "Mandatory contractual timescale"). Even in the latter case, the buyer may not claim any compensation if the delivery or execution is delayed, unless the compensation has been set in advance in writing. The amount of this compensation may never exceed 10 % of the global order price, however.
8.2 I-Movix will deliver the products ordered within two months. The delivery periods notified will be indicative only, without commitment or guarantee on the part of I-Movix.
8.3. All products will be available if in stock. If the products are being produced or if stocks are exhausted, the customer will be informed of the fact.
DELIVERIES - TRANSPORTS :
9.1 If it is agreed that we are responsible for delivery, this obligation must be indicated in writing in the order document, specifying the place of delivery. Our deliveries will be carried out by the method of our choice, unless agreed otherwise in writing. In the case of delivery by us, the goods will be transported at the cost and risk of the customer, except in the case of fraud on our part.
9. 2 We will select the transporter in good faith to guarantee the best possible service to the customer. Nevertheless, we will not be liable in any way for any event whatsoever in relation to this selection. As regards international sales, our goods will be sent from our installations or depots.
RETENTION OF TITLE CLAUSE
10.1 I-MOVIX will retain title in relation to the goods sold or delivered until payment in full of the price and any incidental payments (possible costs, interest and penalties). As a consequence, the buyer expressly undertakes not to sell, transfer, pledge and in general alienate the goods forming the subject of the contract before settling his account.
10.2. If the customer fails to make payment, goes bankrupt, requests delayed payment, in the event of sale or liquidation of the company, or if one or more of the customer’s assets are seized, I-Movix will be irrevocably entitled to take back the goods of which it is still the owner or have them taken back, at the place they are located, notwithstanding the provisions of Article 8.1.
I-Movix will advise the customer in advance by registered letter of its decision to take back the goods, as well as the cancellation of the sale.
The risks and costs arising from the above will be payable by the customer.
10.3. I-Movix will be fully entitled to retain the goods belonging to the customer which are in its possession and the down payments already made, as surety for the payment in full by the customer of all his liabilities.
EXEMPTION FROM LIABILITY
11.1. I-Movix reserves the right, in the event of holidays, war, strikes, fire, frost, lock-outs, floods, transport problems, accident to tools or any other cause involving the total or partial stoppage of its workshops or those of its suppliers, to consider these facts as cases of force majeure which will allow it to cancel contracts and orders in progress.
11.2. The customer will be informed of this by simple registered letter giving the reason for preventing execution of the contract. In this case, I-Movix will not owe any compensation.
11.3 In the event that the goods are not delivered, any advances paid by the customer will be refunded without interest or other compensation.
SUBLETTING - LOAN
Any leasing or loan of a leased or borrowed product is prohibited without the prior written consent of I-Movix. I-Movix will only agree to the lease or loan if the buyer establishes that this lease or loan is for educational or cultural and non-commercial purposes and that it has been officially approved by the authorities to this end. If the buyer leases or loans the product without the prior written consent of I-Movix, he will be liable, by full entitlement and without prior written notice, to the payment of a penalty of 250 EUR per infringement, without prejudice to the other rights of I-Movix.
Cancellation of order
13.1 For each product ordered, the customer will be under an obligation, in the event of cancellation of the order, to advise I-Movix by registered letter at least 30 days before execution of the order commences. If I-Movix is not advised within this period, 50 % of the order total will be invoiced to the customer. Unless the cancellation of order is confirmed by I-Movix, the customer will be invoiced 100 % of the invoice amount.
Cancellation of service.
13.2 For each service ordered, the customer will be under an obligation to advise I-Movix at least 48 hours in advance by registered letter in the event of cancellation of the contract and in any event before execution of the contract commences. If I-Movix is not advised within this period, or if it has already started carrying out the services, 50 % of the amount of the order will be invoiced to the customer. Cancellations in the day will be invoiced at 100 % of the invoice amount. Unless the cancellation of the order is confirmed by I-Movix, the customer will be invoiced 100 % of the invoice amount.
14.1. I-Movix will process customers’ data only for the purposes of customer management, direct marketing and informing customers about the products, services and activities of I-Movix. Under no circumstances will this data be sent to third parties.
14.2. Customers may, on request, consult their data and change it if required, in conformity with the law of 8.12.1992 relating to data protection of personal data.
15.1. If one of the rights laid down in these general conditions is not exercised or if strict application by the customer of one of the said obligations or stipulations is not demanded, this will not constitute a waiver by I-Movix of demanding the later application of this stipulation or obligation.
15.2. If one of the clauses of these general conditions is cancelled, this will not affect the validity of the other clauses.
PLACE OF JURISDICTION AND APPLICABLE LAW
16.1 For all matters not explicitly regulated in these general conditions, the parties must conform to the statutory provisions and the principles of law applicable in the matter.
16.2 All disputes relating to the interpretation or execution of the contract will fall under the exclusive competency of the courts of MONS, the courts of the place of concluding the contract. The contract will be deemed as concluded under Belgian law, the sole law applicable to the contractual relationship between the parties, notwithstanding any criterion of foreign origin associated with the contract.