1.1. These General Terms and Conditions of Sale apply exclusively to all supply of goods to the customer by LAROY GROUP and to all agreements that LAROY GROUP concludes with the customer. These General Terms and Conditions of Sale take precedence over the general (purchasing) conditions of the customer and/or any other third party, even if LAROY GROUP has not expressly rejected them.
1.2. These General Terms and Conditions of Sale may be varied only by explicit written agreement between LAROY GROUP and the customer.
1.3. If any provision of these General Terms and Conditions should prove null and void, in whole or in part, the remaining provisions will remain fully valid.
2.1. The price list of LAROY GROUP and any other information provided by LAROY GROUP prior to a contract or order shall not be binding. LAROY GROUP may change it at any time up to the time the order is accepted by means of a written order confirmation.
2.2. All prices are exclusive of VAT and any other taxes.
2.3. LAROY GROUP reserves the right to make an administrative surcharge for orders with a value below a minimum value; details of the minimum value and administrative surcharge may be requested at all times from LAROY GROUP.
2.4. Any changes in the elements on which the selling price of the seller is based or any decision by a government or another instance that could limit or regulate the purchase, import, transportation or sales of materials or products or would significantly change the cost price, shall allow LAROY GROUP to review any commitments entered into previously.
3. SUPPLY, TRANSFER OF RISK, TAKING POSSESSION
3.1. The delivery times indicated on the order confirmation are given by way of information and cannot be considered as a commitment by LAROY GROUP.
3.2. Exceeding the stated delivery time does not give rise to any right to be compensated or to unilaterally terminate the contract. LAROY GROUP is not liable for late supply caused by force majeure, as per the meaning of Article 4.
3.3. Supply of the goods out of Benelux and France is EX WORKS (LAROY GROUP, Industrieweg 98-100, 9032 WONDELGEM).For orders less than €250 to be delivered within Belgium a transportation cost will be charged. For deliveries in the Netherlands and France, the free amount will be increased to resp. €350 and €600.
3.4. The risk passes to the customer upon supply.
3.5. At the written request of the customer and after written confirmation by LAROY GROUP, the goods are sent by LAROY GROUP to the destination specified by the customer, at the expense and risk of the customer.
3.6. With the exception of late supply pursuant to Article 3.2, the customer undertakes to take possession of the goods it has ordered on the agreed delivery date as stated on the order confirmation of LAROY GROUP. For each week of delay in taking possession, the customer is charged a fixed compensation fee of 1% of the invoice amount. If full acquisition has not taken place one month after the agreed delivery date, LAROY GROUP reserves the right to terminate the contract unilaterally and to charge the customer a fixed compensation amounting to 30% of the invoice amount of the goods not taken possession of, subject to increase if the damages suffered are higher.
3.7. All sales are made on the condition that the required import and export licenses are obtained from the authorized instances.
4. FORCE MAJEURE
4.1. Force majeure may be invoked on behalf of LAROY GROUP if LAROY GROUP is prevented from fulfilling its obligations under this contract as a consequence, for example, of war, threat of war, civil commotion, riot, fire, water damage, flooding, strikes, lock-out, defective machinery, complete or partial interruption of transport facilities, illness or suspension of LAROY GROUP staff, telecommunication problems, operational faults or failures of LAROY GROUP’s suppliers, or acts of third parties.
4.2. Where appropriate, LAROY GROUP reserves the right to suspend its obligations as long as the force majeure lasts and/or - if the force majeure lasts more than three months - to automatically terminate the contract without compensation.
5.1. Any complaint, of any kind whatsoever, about the goods supplied, including - but not limited to - non-compliance, missing parts, visible defects or damage, must be reported by the customer in writing within a period of 48 hours after delivery.
5.2. Hidden defects must be reported by the customer in writing within eight calendar days after discovery of such defect.
5.3. Expired goods shall not be taken back nor reimbursed.
5.4. After the aforementioned periods, the client’s rights expire.
6.1. LAROY GROUP is not bound by any obligation other than the supply in accordance with the purchase order.
6.2.LAROY GROUP’s obligation to remediate is limited to the repair and if necessary replacement of the goods supplied or the defective parts in question, at the option of LAROY GROUP, and without the customer being entitled to compensation.
6.3. LAROY GROUP can in no event be held liable for indirect damage, including but not limited to loss of profits and damage to third parties.
6.4. LAROY GROUP’s liability is in any case limited to the invoice amount of the goods supplied.
7. INTELLECTUAL PROPERTY
7.1. LAROY GROUP at all times retains title to its intellectual property rights over the goods supplied.
8. RETENTION OF OWNERSHIP
8.1. The goods supplied remain the property of LAROY GROUP until the date of full payment by the customer. Until that moment, the customer is not entitled to sell or encumber the goods with the rights of third parties. In spite of this reservation of property, it is explicitly agreed that the buyer bears the risks of loss, destruction or damage of the goods as of their delivery.
8.2. In the event of non-payment by the customer, LAROY GROUP reserves the right to take the goods back without judicial intervention.
9. TERMS OF PAYMENT
9.1. All invoices are payable at 9032 Wondelgem, in cash, net and without discount unless otherwise agreed and confirmed in writing by LAROY GROUP. In the case of non-cash payment, the charged credit limit will be due.
9.2. The customer owes LAROY GROUP the invoiced amount, plus any taxes and/or expenses. The payment, in whatever form, must be made by the customer in such a way that LAROY GROUP is not required to pay any expenses with respect to the receipt of payment.
9.3. In the event of non-payment on the due date, interest at the rate of 4,25% per year, increased with the National Bank’s interest rate, shall be chargeable automatically and without notice of default, from the due date of the invoice until the date of payment in full, without prejudice to other rights that LAROY GROUP may exercise.
9.4. In the event of non-payment on the due date, a fixed compensation amounting to 15% of the invoice amount is also charged, with a minimum of EUR 50.00. This clause remains applicable, even when a bill of exchange has been accepted for the main amount of the invoice.
9.5. In the absence of timely payment of one and/or multiple invoices, the balance of all outstanding invoices, even those not overdue, becomes automatically and immediately due and payable. In addition LAROY GROUP reserves the right to suspend the execution of its commitments and to withhold any further delivery until full payment.
9.6. In the event of non-payment on the due date, LAROY GROUP reserves the right to withdraw discounts or deals granted to the customer and to invoice the balance separately.
10. BREACH OF CONTRACT BY THE CUSTOMER
10.1. In the event of breach of contract by the customer - including failure to pay and cancellation of a pending order - LAROY GROUP is entitled, without prior notice of default, to automatically suspend all further supplies to the customer and/or to declare all current agreements automatically dissolved, without prejudice to the right to obtain fulfilment and/or to claim damages.
10.2. If, as the result of breach of contract by the customer, one or more current contracts attributable to the customer are dissolved, the customer shall owe LAROY GROUP compensation amounting to 30% of the invoice amount in the case of standardised goods and the agreed price in the case of personalised and/or custom made goods.
10.3. LAROY GROUP reserves the right to terminate the purchase contract, without judicial intervention and without prior notice of default, if the customer is declared bankrupt, or in any way loses the right to dispose of its assets or parts thereof, without LAROY GROUP owing compensation to the customer and without prejudice to its right to full compensation.
11. JURISDICTION, APPLICABLE LAW
11.1. All agreements between LAROY GROUP and the customer and any disputes between the parties shall be exclusively governed by Belgian law.
11.2. Disputes between the parties as well as the interpretation and application of the contracts between LAROY GROUP and the customer are subject to the exclusive jurisdiction of the Courts of Ghent.
11.3. Where these Terms and Conditions of Sale are also drafted in a different language and there is a conflict between the Dutch and the foreign language version, the Dutch text shall prevail.