GENERAL SALES CONDITIONS
- General
Unless otherwise agreed in writing, the following general terms and conditions shall apply to all quotations, orders and agreements relating to the delivery and installation of Turnkey Machines on the one hand, and the delivery of Technology Packages on the other, as well as the associated spare parts and components (hereinafter jointly referred to as “the goods”), supplied by CNC Solutions BV (hereinafter referred to as “CNC SOLUTIONS”), registered under company number BE0886.533.280 and having its registered office at 46 Krommebeekstraat, 8930 Menen, to its customers, to the exclusion of any terms and conditions (of purchase) of the customers.
2. Formation of the agreement
2.1. The agreement shall be concluded upon written confirmation of the quotation by the customer.
2.2. Unless agreed otherwise, quotations shall remain valid for a period of 60 days as of the date of the quotation.
2.3. Any amendments to the quotation issued by CNC SOLUTIONS shall be valid only if confirmed in writing by CNC SOLUTIONS.
3. Drawings and descriptions
3.1. The weights, dimensions, capacities and other data included in catalogues, brochures, circulars, advertisements, illustrations and price lists are approximate indications. They shall be binding only insofar as the agreement expressly refers to them.
3.2. Any drawings and technical descriptions provided to the customer before or after the agreement is concluded, on the basis of which full or partial manufacture is possible, shall remain the exclusive property of CNC SOLUTIONS and may not be used, copied, reproduced, passed on to, or disclosed to third parties by the customer without its prior consent.
4. Factory Acceptance Test (FAT) and Site Acceptance Test (SAT)
4.1. The Turnkey Machines are ready for use as soon as they have been fully completed in accordance with the contractual specifications. Prior to delivery, CNC SOLUTIONS shall notify the customer accordingly and, unless agreed otherwise in writing, shall proceed to carry out the contractually agreed tests at the manufacturing site in order to determine whether the Turnkey Machine complies with the contractual specifications. CNC SOLUTIONS shall inform the customer in good time of these tests so that the customer may be represented when they are conducted. If the customer is not represented, the test report shall be sent to the customer and deemed to be an accurate representation.
4.2. CNC SOLUTIONS shall bear all costs relating to the actual tests carried out at the manufacturing site. The customer shall bear the travel, accommodation, fees and other costs of those representing him during these tests.
4.3. If these tests show that the Turnkey Machine does not comply with the contractual specifications, CNC SOLUTIONS shall remedy the shortcomings as soon as possible. New tests shall then be carried out, unless the shortcoming is insignificant and has no impact whatsoever on correct operation. The goods shall be delivered once the tests have been successfully completed.
4.4. Any adjustments to the goods after delivery at the customer’s request shall be charged on a time and materials basis at the applicable hourly rate.
4.5. Once the Turnkey Machines have been installed on site, they shall be tested by CNC SOLUTIONS, at its expense, to determine whether they comply with the contractual specifications. CNC SOLUTIONS shall notify the customer in writing when the Turnkey Machine is ready for handover, specifying the date of the handover tests so that the customer may be represented. If the handover tests show that the Turnkey Machine does not comply with the contractual specifications, CNC SOLUTIONS shall remedy the shortcomings as soon as possible, after which the handover tests shall be repeated.
The Turnkey Machine shall be handed over once the handover tests have been completed successfully. If the parties agree not to carry out handover tests, the Turnkey Machine shall be deemed handed over upon written notification by CNC SOLUTIONS to the customer once of the installation has been completed.
If the customer is absent during the handover tests, the test report shall be deemed an accurate representation. If the customer uses the Turnkey Machine prior to the handover tests, it shall be deemed to have been handed over.
5. Transfer of risks
5.1. Technology Packages shall be delivered FCA CNC Solutions Menen (Incoterms 2020) and shall be deemed definitively received. CNC SOLUTIONS shall provide the customer in good time with an indicative date on which the goods must be taken into receipt. CNC SOLUTIONS shall not be held liable, if it has acted to arrange any means of transport for the customer or to facilitate customs formalities. All resulting costs shall be charged at cost price.
5.2. Unless agreed otherwise, the Turnkey Machines shall be delivered and installed by CNC Solutions at the customer’s contractually agreed location, at the expense of CNC Solutions, and the risk shall be transferred upon handover of the Turnkey Machine after installation. The customer shall provide timely access to the location and shall supply the necessary equipment, lifting gear, connections and personnel required for installation of the Turnkey Machine. The customer shall inform CNC Solutions of all relevant safety regulations applicable at the location prior to commencement of the installation. Should the customer fail to comply with any of these conditions, he shall reimburse CNC Solutions for all costs arising therefrom.
6. Retention of title
6.1. Without prejudice to the provisions of Article 5, the goods shall remain the property of CNC SOLUTIONS until their price has been paid in full.
6.2. The customer undertakes not to sell or transfer the goods to third parties for as long as they remain the property of CNC SOLUTIONS.
7. Delivery periods
7.1. Unless agreed otherwise, the delivery periods stated in the agreement shall be merely estimates; any delay can never give rise to termination of the agreement or to any compensation.
7.2. If the customer does not take receipt of the goods at the moment they are made available by CNC SOLUTIONS, the customer may nevertheless not postpone the due date normally set for the payments linked to delivery
CNC SOLUTIONS shall make arrangements for the storage of the goods at the customer’s expense and risk. If the customer so requests, CNC SOLUTIONS shall take out insurance for the goods at the customer’s expense.
8. Payment
8.1. All payments shall be made in Euros or in the currency provided for in the agreement; they shall be calculated net and free of discount.
8.2. Prices shall be calculated on the basis of the daily rate of raw materials, wages and social charges. Unless stipulated otherwise, prices for agreements with a duration of more than one year shall be revised by applying the price revision formula annexed to these general terms and conditions.
8.3. Unless agreed otherwise, invoices shall be payable within 30 days following the date of invoice. Non payment on the due date shall automatically and without any reminder or notice of default give rise to interest of 1.5% per month, each month commenced being considered a full month. In the event of full or partial non payment on the due date, the invoice amount shall be increased automatically and without notice of default by 15% with a minimum of €100 by way of liquidated damages, without prejudice to the right to recover legal costs. The fact that interest is stipulated shall not prevent the payments from being due on their due date.
8.4. Complaints regarding the invoice must be addressed to CNC SOLUTIONS in writing and with reasons within eight days of the invoice date, failing which they shall be inadmissible.
8.5. All current and future taxes, additional levies and charges of any kind connected with the sale shall be borne by the customer.
9. Financial guarantees
CNC SOLUTIONS reserves the right, if after the agreement has been concluded but before the price has been paid in full it appears that the customer’s creditworthiness is jeopardised or has diminished—specifically in the following cases: requests for payment terms, protest, attachment of all or part of the customer’s goods at the request of a creditor, delays in payments to the social security authorities, etc.—to demand such security as it should deem necessary for the proper fulfilment of the obligations, even after delivery of the goods, where by no notice of default shall be required.
10. Termination clause
If an invoice remains unpaid even after a first reminder in accordance with the payment term set out therein, or in the event of application of Article 9, CNC SOLUTIONS reserves the right to terminate the agreement automatically by registered letter and without prior notice of default.
In such case, CNC SOLUTIONS is entitled to take back the delivered goods without court intervention and reserves the right to claim liquidated damages amounting to 40% of the price, with a minimum of EUR 50,000.
11. Warranty
11.1. Visible defects must be reported in writing no later than 8 days following delivery of the Technology Package or handover of the Turnkey Machine. Once this period has expired, such complaints shall be inadmissible and the delivered goods shall be deemed definitively accepted.
11.2 CNC SOLUTIONS shall grant a warranty for hidden defects for a period of 1 year following delivery of the Technology Package or handover of the Turnkey Machine, during which CNC SOLUTIONS shall determine and proceed with the repair of or replacement owing to the defect.
Excluded from this warranty shall be defects resulting from force majeure, improper use, incorrect handling, inadequate maintenance or unauthorised modifications by the customer or third parties, as well as normal wear and tear and, in the case of Technology Packages, any integration thereof by the customer. CNC SOLUTIONS shall not be held liable for defects arising from materials supplied by the customer, from a design required or specified by the customer, or from incorrect instructions given by the customer. Any costs for travel and accommodation are excluded from this and are always borne by the customer.
11.3. Hidden defects must be reported by the customer to CNC SOLUTIONS in writing immediately upon being discovered, with a description thereof, failing which the claim shall lapse. The customer shall take all such measures as necessary to limit the damage. In the event of replacement, CNC SOLUTIONS shall become the owner of the replaced parts, which shall be returned at the customer’s expense.
11.4. Without prejudice to the foregoing and except in cases of gross negligence or wilful misconduct, CNC SOLUTIONS shall in any event bear no liability for the suitability of the goods for a specific purpose of the customer, for damage to products manufactured by the customer or to products of which CNC Solutions’ goods form part, nor for any indirect or consequential damage, such as damage to goods used in the course of business, loss of production, loss of profit, work stoppages or commercial loss. The total liability of CNC SOLUTIONS shall in all cases be limited to the contract value.
11.5. The customer shall indemnify and hold CNC SOLUTIONS harmless against claims or actions by third parties arising from damage resulting from point 11.2 or from the customer’s applications that were realised in whole or in part by means of the goods.
12. Force majeure
12.1. Any unforeseeable event that constitutes an insurmountable obstacle to the normal performance of the obligations of CNC SOLUTIONS or any of its suppliers, or that compels it to suspend the assignment temporarily or definitively, shall be regarded as a case of force majeure (for example fire, military mobilisation, war and its consequences, attachment, pandemic, shortage of raw materials, energy restrictions, (cyber)terrorism, strikes or lock outs) and shall release CNC SOLUTIONS from all liability arising therefrom.
Temporary suspension of the order due to force majeure shall automatically entail an extension of the originally agreed execution period without compensation, for a period equal to the duration of the suspension, increased by the time normally required to resume the execution of the order.
12.2. CNC SOLUTIONS shall inform the customer immediately in writing if it invokes the above mentioned circumstances, as well as when they cease. If the force majeure situation lasts longer than 90 days, each party shall have the right to terminate the assignment definitively without any entitlement to compensation.
13. Cybersecurity
13.1. The parties shall implement such technical and organisational security measures as necessary to ensure the confidentiality, integrity, availability and resilience of:
(1) the network and information systems, and in order to protect the users of such systems and other persons affected by cyber incidents;
(2) the confidential information, including personal data, in order to protect it against unauthorised access, loss, theft, misuse or any other form of unlawful processing or disclosure.
In doing so, the parties shall take into account (i) the state of the art, (ii) the implementation costs associated with these measures, (iii) the nature, scope and subject matter of the agreement, (iv) the risks of accidental or unlawful destruction, loss, alteration, unauthorised disclosure of or unauthorised access to confidential information supplied, stored or otherwise processed, and (v) the likelihood that the cyber incident will have an impact on the confidential information.
In the event of a cyber incident, i.e. any event having an actual harmful effect on the security of network and information systems and confidential information, the party concerned shall notify the other party immediately of the cyber incident as soon as it becomes aware thereof. That party shall provide all available information regarding the nature and scope of the cyber incident, and the measures being taken to combat the incident and to limit the damage. If personal data are affected by the cyber incident, the party concerned shall comply with the obligations arising out of Articles 33 and 34 of the General Data Protection Regulation 2016/679 concerning the notification of a personal data breach.
14. Applicable law
The agreement shall be governed by Belgian law, unless the parties explicitly and in writing agree otherwise.
15. Competent court
In the event of a dispute, only the courts of the registered office of CNC SOLUTIONS shall have jurisdiction.
16. Severability
ANNEX
PRICE REVISION FORMULA
For contracts relating to works carried out in the factory and supplies, the formula should be:
Where:
P= invoice price
= initial base price on ……… (date)
= price of ……… (a specific raw material) on ……… (date) taken from ……… (a specific publication, stated as EUR ………
M = price of the same raw material on ……… (date)
(price at supply or invoicing)
So = S₀ = the index of the reference labour cost for companies in the metalworking industry, recognised by the Federal Public Service Economy, SMEs, Self Employed and Energy, and published by Agoria on ……… (date)
OR
S = the same labour cost on ……… (date)
a – b – c = to be replaced by the coefficient values