GENERAL TERMS AND CONDITIONS

1. 

All quotations and specifications from STEINZEUG-KERAMO are forwarded to the customer on a non-binding basis.  Quotations are valid for one month as from the date of quotation or as from the date of the specification, unless expressly stated otherwise in the quotations or specifications.  Each party decides independently whether or not to enter into a purchase agreement and no party will be able to claim compensation from the other party if no contract is concluded based on the quotation/specification.   

2. 

Only orders confirmed by STEINZEUG-KERAMO are binding.  The contract is therefore concluded only after the order has been confirmed by STEINZEUG-KERAMO.  A start of performance of the agreement shall be considered as confirmation of the order unless the execution of the agreement is subject to reservations. Any cancellation by the customer of a signed quotation or confirmed order must be made in writing.  In case of cancellation more than 30 days before the scheduled start date of the delivery, a lump sum compensation of 30% of the price of the order will be due.   In case of cancellation less than 30 days before the scheduled start date of the delivery, this lump sum compensation will amount to 50% of the price of the order. 

3. 

The price is as stated on the quotation or confirmed order.  When more or less goods are ordered or delivered, different prices may be charged.  Furthermore, STEINZEUG-KERAMO has the right to adjust the price, within the limits of reasonableness, to the evolution of its fixed and/or variable production costs or transport costs if a change in their structure (exchange rates, raw materials, wages, energy, taxes, import duties,...) occurs, if the execution of the contract would be postponed or if the execution of the agreement would be considered unreasonable for STEINZEUG-KERAMO at the originally provided price. The price is always exclusive of VAT and taxes (such as transport levies), unless otherwise stated.  

4. 

All taxes, fees or duties, including VAT, are always at the expense of the customer, including any increase thereof during the execution of the agreement. 

5. 

Parties are temporarily exempted, in whole or in part, from their obligations in the event of unforeseeable force majeure beyond the control of the parties, whereby it is the responsibility of the party invoking force majeure to provide written proof of the nature of the force majeure as soon as possible.  For the purposes of this context, "Force Majeure" means any act or event that is unforeseeable, irresistible and beyond the control of a party which temporarily renders the performance of its obligations (or any part thereof) impossible.  For example, STEINZEUG-KERAMO will not be liable if the planned delivery is delayed due to force majeure, such as weather conditions, strikes, shortcomings of third parties or the customer, machine breakdowns or any other cause that is not attributable to STEINZEUG-KERAMO.  If STEINZEUG-KERAMO is prevented from delivering due to force majeure, it will have the right to either extend the delivery time or to dissolve the agreement without any obligation to pay compensation. 

6. 

Delivery and execution times are given indicatively and do not constitute a performance commitment on the part of STEINZEUG-KERAMO.  If a delivery is delayed by more than 3 months and this delay was caused by STEINZEUG-KERAMO, the customer may terminate the contract without right on any compensation.  

7. 

Deliveries are always DAP, unless otherwise agreed.  Cost for unloading is never included.  If STEINZEUG-KERAMO has to unload the goods at the customer's request or out of necessity, a cost of EUR 180.00 will be charged.  If the truck cannot be unloaded at the agreed time, waiting hours will be charged at a rate of 40 euros/half hour started.  Additional costs will be charged for additional unloading points or when a certain type of truck has to be used at the customer's request. The unloading area must be accessible, sufficiently stable and sufficiently spacious for the type of transport that is customary for the delivery of STEINZEUG-KERAMO products. Any costs or damage due to the fact that the customer has designated a poorly located unloading area or an unloading area difficult to reach or to the fact that the customer does not have a suitable construction crane can be recovered from the customer.  For example, the customer will be liable if the road surface or the surface of the unloading area is damaged or if damage to the truck is caused by the unsuitability of the road or the unloading area.  In that case, the customer will compensate for all damage suffered by STEINZEUG-KERAMO and/or its subcontractors and the customer will also indemnify STEINZEUG-KERAMO against claims from third parties. 

8. 

STEINZEUG-KERAMO retains its copyright and full intellectual property rights to its plans, studies, drawings, concepts, designs and goods to the exclusion of the right to reproduce them.  

9. 

Unless otherwise agreed in writing, our invoices are payable in cash upon receipt at the registered office of STEINZEUG-KERAMO NV, Paalsteenstraat 36 in 3500 Hasselt. All amounts must be paid to STEINZEUG-KERAMO in the currency indicated on the invoice.  In the event of non-payment of the invoice on the due date, a default interest of 10% will be charged by operation of law and without reminder or notice of default.  Interest starts, by operation of law, upon expiry of the statutory or stipulated payment term.  In addition to this interest, STEINZEUG-KERAMO will be entitled, by operation of law and without notice of default, to the payment of a lump sum compensation of EUR 40 to cover its own recovery costs, regardless of the amount of the principal debt. Once the payment term has expired, the lump sum is due.  This additional amount will automatically be added to the outstanding amounts. If the recovery costs exceed 40 Euros, STEINZEUG-KERAMO will be entitled to compensation for all recovery costs that exceed the lump sum and that have arisen due to the late payment. 

10. 

Payments made after the due date are first attributed to the lump sum compensation due, then to the interests due and only then to the principal amounts due. Failure to pay an invoice on its due date makes all other outstanding invoices immediately due and payable.   

11. 

STEINZEUG-KERAMO also reserves the right to suspend or dissolve the agreement based on anticipatory breach, provided that the Customer has not offered the necessary guarantees to STEINZEUG-KERAMO after being requested to do so. 

12. 

Parties have the option to terminate their cooperation in the event of a serious or repeated breach by the other party of a provision of these general terms and conditions or of the agreement concluded between them.  The parties also have the option to terminate the cooperation if the other party files for bankruptcy or in the event of judicial or voluntary dissolution of this party.

13. 

The delivered goods remain the property of STEINZEUG-KERAMO until full payment of principal amounts, costs and interest. As long as the goods remain unpaid, the customer may not transfer ownership of them to third parties, except in the exercise of his normal profession or for the purpose of the normal destination of the goods.  

14. 

The customer must check the conformity of the goods upon delivery and must also inspect them for any visible defects.  Complaints regarding non-conformity or visible defects must be submitted in writing to STEINZEUG-KERAMO within 48 hours of delivery.  Where applicable, the liability of STEINZEUG-KERAMO for non-conformity or visible defects shall in any case be limited to the replacement of the non-conforming or visibly defective goods, to the exclusion of any other costs or damages.  In any case, the use of non-conforming or visibly defective goods will be deemed to be their acceptance. Hidden defects must be reported in writing to STEINZEUG-KERAMO within 8 days of the discovery of the defect.  In any case, hidden defects can only be reported to STEINZEUG-KERAMO by registered mail up to 2 years after the delivery of the goods. Damage caused by normal wear and tear or incorrect placement is never at the expense of STEINZEUG-KERAMO. Differences in structure and colour are specific to the products.  

15. 

In the event of non-visible defects or provable material or construction defects caused by STEINZEUG-KERAMO, STEINZEUG-KERAMO's obligation to intervene consists solely in, at STEINZEUG-KERAMO’s choice::

a       Repair of the error/defect in the goods.

b      Removal and exchange of goods (or parts thereof) free of charge;

c       Repossession of the sold goods and crediting of the purchase price charged.

In any case, STEINZEUG-KERAMO will only be liable for its own intent or gross negligence (or for the intent or gross negligence of its employees and appointees), and the liability of STEINZEUG-KERAMO for direct damage will be limited to 300% of the value of the delivered merchandise invoiced by STEINZEUG-KERAMO.  The liability of STEINZEUG-KERAMO for indirect damages, such as business interruption, loss of income, loss of opportunities or customers, is hereby expressly excluded.

16. 

Damage caused by the breach of a contractual obligation by STEINZEUG-KERAMO or an auxiliary person of STEINZEUG-KERAMO shall, within the legal limits, give rise exclusively to a contractual liability claim against STEINZEUG-KERAMO itself. No extra-contractual liability claim can be brought against STEINZEUG-KERAMO or the auxiliary person, even if the cause of damage can also be considered a tort.  

17.

STEINZEUG-KERAMO processes the personal data provided by its customers solely for the purpose of fulfilling its obligations towards them, providing advice and information, managing customer relations, for accounting purposes and for direct marketing. The legal bases are the execution of an agreement, compliance with legal obligations and/or legitimate interest. All personal data will be processed in accordance with the privacy policy of STEINZEUG-KERAMO, which can be found at link

https://www.steinzeug-keramo.com/en-gb/private-policy/

Personal data will only be passed on to subcontractors or third parties to the extent necessary and within the scope of the above-mentioned processing purposes. The customer is responsible for the accuracy of the personal data transmitted to STEINZEUG-KERAMO and undertakes to comply with the General Data Protection Regulation with regard to people whose personal data he has transmitted to STEINZEUG-KERAMO and with regard to any personal data he has received from STEINZEUG-KERAMO or from its employees. The customer confirms that he has been sufficiently informed about the processing of his personal data and about his rights of access, correction, deletion and objection.

18.

The possible nullity or invalidity of one of the clauses of the present terms does not entail the nullity or invalidity of the entire agreement or the other clauses.  Where applicable, STEINZEUG-KERAMO and the customer shall replace the void clause with a valid clause that approximates the original clause as much as possible.

19.

For all disputes and/or possible disputes arising from or applicable to this agreement, the Courts of Hasselt are exclusively competent.  All agreements concluded with STEINZEUG-KERAMO must be interpreted and performed in accordance with Belgian law, to the exclusion of the Vienna Sales Convention.   

20.

The text and translations of the general terms and conditions of sale can be obtained from the registered office of the company.  In case of interpretation problems, only the Dutch version can be retained as legally valid.