Terms and condition Belgium

STAXS®: GENERAL SALES TERMS AND CONDITIONS

  1. Definitions

1.1.    “STAXS®" or the "Contracting STAXS® Entity" means the STAXS® entity entering into the Agreement with the Customer, which has been formed in accordance with Article 3.1 of these General Terms and Conditions of Sale and Delivery, being one of the two following companies:

-        STAXS® The Netherlands BV, a private limited liability company with its registered office at Businesspark Friesland-W 1, 8447 SL Heerenveen, The Netherlands and registered under number CoC 01060865; or

-        STAXS® Belgium NV, a public limited company with its registered office at Tunnelweg 20, 2845 Niel, Belgium, registered at the Antwerp Register of Legal Entities under number 0436.417.351, and registered with the VAT authorities under number BE 0436.417.351

1.2.    "Customer”: Any (legal) person who purchases a product/service from STAXS®, places an order with STAXS®, and/or sends a price request to STAXS®, as well as anyone who purchases a product/service from STAXS®, places an order with STAXS®, and/or sends a price request to STAXS® in the name of or on behalf of another (legal) person.

1.3.    "Registered Letter of Complaint”: A registered letter by post, stating the invoice number, all reference numbers (where applicable) on the written agreement between STAXS® and the Customer, the order confirmation issued by STAXS®, the delivery note issued by STAXS® and the invoice issued by STAXS®, with an accurate identification of products and/or services and a detailed statement of the non-conformity or defect.

1.4.    "Conformity of the Delivery" (exhaustive definition): delivery of the correct (types of) products/services, at the correct location(s), and in the correct quantities/weights, in conformity with the written agreement between STAXS® and the Customer or, failing this, in conformity with the order confirmation issued by STAXS®. In the absence of both a written agreement between STAXS® and the Customer and an order confirmation issued by STAXS®, the correctness of the (types of) products/service performance, of the location(s) and of the quantity/weight shall be assessed based on the Customer's order.

1.5.    "Agreement": the agreement between STAXS® and the Customer, which has been concluded in accordance with Article 3.1 of these General Terms and Conditions of Sale and Delivery.

  1. General

2.1.    These terms and conditions apply to the conclusion, content and performance of all agreements concluded between the Customer and STAXS®.

2.2.    Any general terms and conditions of the Customer shall only apply if it has been expressly agreed in writing that they shall apply to the agreement between the parties to the exclusion of these terms and conditions.

2.3.    STAXS® reserves the right to amend and/or modify these General Terms and Conditions of Sale and Delivery at any time. These modified General Terms and Conditions of Sale and Delivery shall apply to all offers made after publication.

  1. Quotes

3.1.    STAXS®'s quotes may only be regarded as an invitation to place an order by the Customer and may be withdrawn by STAXS® prior to confirmation. The agreement between STAXS® and the Customer shall only be concluded as soon as a person authorised to legally bind STAXS® confirms the Customer's order in writing and/or electronically or as soon as STAXS® starts executing the order.

3.2.    STAXS® always has the right to demand an advance payment. In such case, STAXS®'s obligations vis-à-vis the Customer shall be suspended in full without any right of recourse against STAXS® as long as the advance payment in question has not been made in full.

3.3.    All deliveries of products and/or any performance of services not explicitly provided for in the written agreement between STAXS® and the Customer or, failing this, in the order confirmation issued by STAXS®, shall be deemed to be additional orders and/or additional works at the request of the Customer and shall be charged as such to the Customer.

3.4.    STAXS® is free to choose the parties with whom it wishes to enter into an agreement, and is always entitled to set a minimum invoice amount.

  1. Prices

4.1.    All prices are exclusive of VAT and are expressed in Euros, unless explicitly stated otherwise on the quote, order confirmation and/or invoice. If a price is set for a project, this price shall only be valid for a specific project and shall therefore not apply to any other projects, even if they are similar.

4.2.    For orders below three hundred and fifty euros (€ 350.00), an additional flat-rate fee of at least thirty-five euros (€ 35.00) shall always be charged for transport and administration costs.

4.3.    In the event of a delay, STAXS® has the right to raise the prices indicated in the written agreement between STAXS® and the Customer or, failing this, in the order confirmation issued by STAXS®. “Delay” shall be taken to mean, among other things (cited purely as examples): the Customer not being present at the moment the products are offered to the Customer; mandatory training with regard to safety instructions; failure by the Customer to fulfil the obligations that are set forth in Articles 9 and 14 of these General Terms and Conditions of Sale and Delivery; and so on.

4.4.    The number of working hours indicated in the written agreement between STAXS® and the Customer or, failing this, in the order confirmation issued by STAXS®, is always indicative and shall be adjusted by STAXS® based on the actual working hours performed.

4.5.    All prices relating to the provision of services are applicable for works carried out on working days between 08:00 and 18:00. Higher prices apply on Saturdays, Sundays, public holidays and outside of office hours.

4.6.    STAXS® shall be authorised to raise the price proportionally in the event of currency fluctuations and increases in material prices, prices of auxiliary materials and raw materials occurring between the order confirmation and the final delivery of the products and/or services, among other things.

4.7.    STAXS® shall at all times be entitled to ask the Customer for a bank guarantee before performing its obligations vis-à-vis the Customer.

  1. Cancellation

5.1.    Unless expressly agreed in writing by STAXS®, the Customer is not permitted to cancel its order or the Agreement. If an order and/or the Agreement is cancelled by or on behalf of the Customer, even with STAXS®'s express written consent, the Customer shall be obliged to pay a fixed compensation amount of 35% of the total invoice amount, without prejudice to STAXS®'s express right to claim higher compensation if proof is provided to such effect.

  1. Delivery and delivery times

6.1.    Unless otherwise agreed, deliveries shall be made in accordance with Incoterms® "Ex Works".

6.2.    The agreed terms and conditions of delivery shall always be interpreted in accordance with the Incoterms® applicable at the time the Agreement is concluded.

6.3.    Any execution and delivery times specified shall always be indicative and are not an essential part of STAXS®'s obligations towards the Customer, nor of the written agreement between STAXS® and the Customer, nor of the order confirmation issued by STAXS®. If the stated delivery term is exceeded, STAXS® and the Customer shall agree on a reasonable additional term. If either the original or additional term(s) is exceeded, this shall under no circumstances give rise to the payment of any compensation or to the dissolution of the Agreement. Any changes in the Customer's price request and/or order, any changes in the written agreement between STAXS® and the Customer and any changes in the order confirmation issued by STAXS® shall automatically result in the expected likely delivery periods lapsing.

6.4.    STAXS® shall not in any case be liable for delays incurred as a result of default by manufacturers and/or suppliers of STAXS®, the Customer and/or any other third party.

6.5.    STAXS® shall be entitled to deliver/perform the purchased products and/or the relevant services in different parts. Partial delivery or execution shall not give rise to the payment of any compensation, nor to dissolution of the Agreement.

6.6.    If the Parties agree that the Customer is to collect (part of) the purchased products, the Customer must collect these products itself, at its own expense and risk, at the time and place indicated by STAXS®. If the goods are not collected within five working days, STAXS® is entitled to send the uncollected goods to the Customer, at the Customer's expense. The Customer and STAXS® may stipulate in the Agreement that the Customer must purchase a certain quantity of products within a certain period, subject to a maximum of 12 months, on a call-off basis. If, at the end of this period, the Customer has not taken (full) delivery the agreed quantity of products, STAXS® shall still deliver the quantity not taken up to the Customer. The Customer shall be obliged to pay in full for all products ordered and delivered.

  1. STAXS®’s obligations

7.1.    If certain products or components of certain products are not in stock, STAXS® and the Customer may agree by mutual consultation to replace these missing components with a functional equivalent of another brand. The possible replacement of missing products by a functional equivalent shall in no way release the Customer from its obligations under Article 9 of these General Terms and Conditions of Sale and Delivery, and shall under no circumstances give rise to a reduction in price or the dissolution of the Agreement. Any additional cost of such replacement is not included in the price and shall be charged to the Customer. If certain products or components of certain products are not in stock, STAXS® reserves the right to cancel all or part of the Agreement between STAXS® and the Customer and/or the Customer's order, without any form of compensation and without any right of recourse against STAXS®.

7.2.    STAXS® is not responsible for carrying out tests or applying for permits.

  1. Customer’s obligations

8.1.    The Customer bears full and exclusive responsibility:

-        to provide STAXS® in good time with all data, including data which STAXS® indicates are necessary or useful for the performance of its obligations vis-à-vis the Customer, and data which the Customer should reasonably understand to be necessary or useful for the performance of STAXS®'s obligations vis-à-vis the Customer;

-        to notify STAXS® prior to the delivery of the purchased products/services of possible standards and legal conditions that these products must meet;

-        to notify STAXS® in writing of the specific requirements to be met by the purchased products/services;

-        to inform and train the Customer's personnel and employees in an adequate manner regarding the safety instructions and any instructions for use of the respective manufacturer/supplier;

-        to enter into the necessary insurance agreements, including with regard to the retention of title as laid down in Article 12 of these General Terms and Conditions of Sale and Delivery. The Customer grants STAXS® permission to inspect the policies and proofs of payment of the aforementioned insurance policies at STAXS®'s first request.

  1. Acceptance, delivery and complaints

9.1.    Immediately upon receipt of the purchased products and/or services, the Customer must carry out an initial verification, including with regard to the Conformity of the Delivery. Complaints regarding the Conformity of the Delivery must be made by formulating a reservation on the delivery note and must be confirmed to STAXS® immediately by Registered Letter of Complaint, failing which the Customer shall be deemed to have accepted the delivered/collected products and services as agreed.

9.2.    The commissioning, processing, repackaging and/or reselling of the products delivered by STAXS® shall be regarded as approval and acceptance and as final acceptance of the relevant products/services, and shall release STAXS® from its responsibilities/liability as the reseller.

9.3.    The Customer shall in any case lose the right to invoke any non-Conformity of the Delivery and/or any other defect if it does not inform STAXS of this by Registered Letter of Complaint immediately after it has discovered or should have discovered this non-conformity or defect.

9.4.    In the event of complaints relating to the non-Conformity of the Delivery that are submitted to STAXS® in a timely and correct manner, STAXS® shall, at its own discretion and as it sees fit: (1) (partially) replace the non-conforming and/or defective products/services; or (2) credit the incorrect part to the price indicated in the written agreement between STAXS® and the Customer or, failing this, to the price indicated in the order confirmation issued by STAXS®. The Customer acknowledges that these measures both individually provide full and adequate compensation for any possible damage resulting from the non-Conformity of the Delivery.

9.5.    The possible (partial) replacement of products/services shall not give rise to the payment of any compensation, nor to the dissolution of the Agreement.

9.6.    Without STAXS®'s express written consent, the Customer is under no circumstances entitled to return products, to have work carried out by third parties or to enter into a substitute sale/substitute service agreement.

9.7.    STAXS® reserves the right, either itself or via its representative, together with the Customer, to verify the non-Conformity of the Delivery and/or other defects on location, and to investigate the cause thereof.

9.8.    Any complaints and/or any (partial) replacement of products/services shall not under any circumstances release the Customer from its payment obligation within the term(s) set in the written agreement between STAXS® and the Customer, the order confirmation issued by STAXS®, these General Terms and Conditions of Sale and Delivery and/or the respective invoice.

9.9.    The Customer is obliged to reimburse costs incurred as a result of wrongful complaints.

  1. Information, samples & models

10.1.   The Customer is deemed to be aware of all the characteristics of the products and services it orders.

10.2.  The Customer bears sole and full responsibility for determining whether the products/services purchased are suitable and meet all quality requirements with respect to the use/objectives for which the Customer has purchased or wishes to use the products/services. To this end, the Customer shall carry out the necessary tests and request the necessary information (e.g. with regard to the correct use of the products in question, any hazards associated with these products, the applications and qualities of these products, etc.). As part of this, the Customer is explicitly obliged to verify the information obtained in this way, including with regard to: the accuracy of the information obtained, the completeness of this information, and the applicability of the information with regard to the use/objectives for which the Customer has purchased/wishes to use the products.

10.3.  All information that STAXS® provides to the Customer, either on its own initiative or at the Customer's request, is purely for information purposes and in no way releases the Customer from its obligations under Article 10.2 of these General Terms and Conditions of Sale and Delivery.

  1. Payment

11.1.  Unless otherwise agreed, the Customer must pay the amounts due within 14 (fourteen) days of the invoice date, without the option to invoke any discount, set-off or suspension. In the event of late payment, the Customer shall be in default without STAXS® needing to serve any notice of default.

11.2.  STAXS® is entitled to demand advance payment or other security from the Customer prior to delivery.

11.3.  If the Customer does not pay on time, the Customer shall owe interest from the invoice date on account of the delay in payment, at the following rates

-        1% per month or the interest rate specified in the Act on combating late payments in commercial transactions, if STAXS® The Netherlands is the Contracting STAXS® Entity; or

-        1% per month or the interest rate mentioned in the Act on late payment in commercial transactions, if the latter is higher, if STAXS® Belgium is the Contracting STAXS® Entity.

11.4.  In the event of late payment as referred to in paragraph 1 of this Article, the Customer is obliged, in addition to the amount owed and the interest due thereon: (i) to pay fixed compensation equal to 5% of the invoice amount with a minimum of one hundred euros (€ 100.00), without prejudice to STAXS®'s right to prove higher damage; and (ii) to pay full compensation for both extrajudicial and judicial collection costs, including the costs of lawyers, bailiffs and collection agencies.

11.5.  In the event of non-payment or incomplete payment on the due date of one of the invoices: (i) all other invoices of STAXS®, even those that are not due, shall become immediately due and payable by the Customer; and (ii) STAXS® shall be entitled to recover the products delivered and/or collected by the Customer from the Customer, to suspend the (further) execution of the relevant and/or any other agreement(s) with the Customer and/or to dissolve them, without prior notice of default or judicial intervention being required. Article 11.5 shall also be applicable if a situation occurs as described in Article 15.1.

  1. Retention of title

12.1.  If STAXS® The Netherlands is the Contracting STAXS® Entity, the following clauses on retention of title shall apply:

    1. All goods delivered and yet to be delivered shall remain the exclusive property of STAXS®, until all claims that STAXS® has or shall acquire vis-à-vis the Customer, including in any case the claims referred to in Article 3:92, paragraph 2 of the Dutch Civil Code, have been paid in full.
    2. As long as the title to the goods has not been transferred to the Client, the Client may not pledge the goods or grant third parties any other right to them, except in the normal course of its business. At STAXS®’s first request, the Customer undertakes to cooperate in establishing a pledge on the claims which the Customer obtains or is due to obtain against its customers on account of the resale of goods.
    3. The Customer is obliged to store the items delivered subject to retention of title with due care and as the recognisable property of STAXS®.
    4. STAXS® is entitled to take back the goods that have been delivered subject to retention of title and are still with the Customer if the Customer is in default regarding the fulfilment of its payment obligations or has or threatens to have payment difficulties.
    5. The Customer shall at all times grant STAXS® free access to its premises and/or buildings for the purpose of inspecting the items and/or exercising STAXS®'s rights.
    6. The provisions contained in (i) to (v) above shall not prejudice the other rights to which STAXS® is entitled.

12.2.  If STAXS® Belgium is the Contracting STAXS® Entity, the following articles on retention of title shall apply:

    1. The title to the delivered and/or collected products shall only be transferred to the Customer at the time of full payment of the price, costs, interests and all other elements.
    2. The Customer must at all times do everything that can reasonably be expected of it to safeguard the title to the unpaid products. If third parties seize these products or wish to establish or assert rights to them, the Customer is obliged to notify STAXS® of this immediately.
    3. Furthermore, the Customer undertakes to insure the unpaid products against fire, explosion and water damage and theft. The Customer grants STAXS® permission to inspect the policies and proofs of payment of the aforementioned insurance policies at STAXS®'s first request. Any payout under these insurance policies shall accrue to STAXS®.
    4. If the Customer fails to fulfil its obligations, or if STAXS® suspects that the Customer is set to default on its obligations, the Customer shall return the products concerned to STAXS® within 24 hours at STAXS®'s first and simple request, at its own expense and risk. Exercise of this right shall result in immediate and automatic termination of the Agreement. Upon return of the products, and to the extent that these products are still found to be in good condition, the amounts already paid shall be refunded to the Customer, after deduction of: (1) the loss of profit, set at a flat rate of 15% of the total invoice amount; and (2) a flat-rate compensation of 5% of the total invoice amount for (additional) management and administration costs. None of these provisions shall prejudice STAXS®'s right to prove greater damages.
    5. If the retention of title is infringed, STAXS® shall automatically obtain a lien on the realised sale price of the products concerned, and the Customer shall owe STAXS® flat-rate compensation of 35% of the total invoice amount.
  1. Liability

13.1.  STAXS®'s liability under the agreement with the Customer is limited to the invoice amount of the performance in question, except in case of an intentional act or gross negligence on the part of STAXS®.

13.2.  STAXS® is not liable for damage of any nature whatsoever arising because or after the Customer has put the manufactured goods into use after delivery, has treated or processed them, has supplied them to third parties or has had them put into use, has had them treated or processed or has had them supplied to third parties.

13.3.  STAXS® is in no case liable for indirect damage, such as loss of profits, consequential damage or loss due to delays, that the Customer may suffer, whether or not directly or in any way connected with the agreement, in the performance of the agreement concluded with STAXS®.

  1. Force majeure

14.1.  STAXS® shall not be liable for shortcomings in the fulfilment of its obligations caused by force majeure or hardship.

14.2.  In the event of force majeure or hardship, STAXS® may, at its own discretion and as it sees fit, without prior notice of default or judicial intervention, and without any right of recourse against STAXS®: (1) offer to replace the missing products and/or components with a functional equivalent; (2) temporarily suspend the performance of its obligations; (3) dissolve the Agreement extrajudicially; and/or (4) invite the Customer to renegotiate the Agreement. In the event of force majeure or hardship, the Customer shall only be entitled to terminate the Agreement if STAXS® is unable to fulfil its contractual obligations for a period of at least six (6) months as a result of such force majeure.

14.3.  Force majeure and hardship shall be understood to include (cited purely as examples): unavailability/scarcity of certain materials; scarcity of raw materials; currency fluctuations, increases in material prices, prices of auxiliary materials and raw materials, wages, salaries, social security charges, government-imposed costs, levies and taxes, transport costs, import and export duties or insurance premiums, occurring between the order confirmation and the delivery of product or service; icy conditions; special weather conditions; strike; mobilisation; war; illness (including pandemic and coronavirus measures) or accidents; communication and computer failures; government measures; export bans; delays in supply; transport and/or travel impediments; including lack of or withdrawal of transport options; export impediments; import impediments; breakdowns; traffic jams; etc.

  1. Dissolution and suspension

15.1.  STAXS® is entitled to dissolve the agreement without judicial intervention or suspend the execution of the agreement, as the case may be, in which case the Customer shall be liable for all damage suffered by STAXS® as a result, if:

-        the Customer does not fulfil its payment obligations on time or fails to comply with a notice of default with a reasonable period of time.

-        the Client is declared bankrupt, files for suspension of payment, offers its creditors an (extrajudicial) (coercive) arrangement or has applied to its creditors to postpone payment, or liquidates all or part of its business.

-        (part of) the Customer's assets, including the goods delivered by STAXS® but not yet paid for (in full), are placed under attachment and/or realised.

   In the cases referred to above, all claims that STAXS® has against the Customer shall immediately become due and payable.

  1. Confidentiality

16.1.  All documents, information and models of any nature whatsoever that are provided to the Customer during negotiations relating to and/or the execution of the Agreement and/or that are mentioned in every possible document issued by STAXS®, including the order confirmation and the delivery note issued by STAXS®, must be treated confidentially. At the first request of STAXS®, the above-mentioned documents must be returned.

16.2.  These documents, information and models shall remain the property of STAXS® and may not be communicated to third parties, copied or used (in)directly, in whole or in part for purposes other than those for which they are intended, unless is STAXS® has provided express written consent.

16.3.  The duty of confidentiality shall remain in place, even after the termination or the end of the Agreement, at least until the relevant documents, information and/or models are publicly known, without fault on the part of the Customer.

  1. Miscellaneous provisions

17.1.  STAXS® has the right to subcontract part of the agreed works.

17.2.  The possible or repeated non-application by STAXS® of any right may only be considered as tolerating a certain situation and shall not constitute a forfeiture of rights.

17.3.  STAXS® offsets and settles all current and future debts against each other automatically and by operation of law. This setoff shall in any case be enforceable against the receiver and the other concurrent creditors, who will therefore not be able to oppose the setoff carried out by the Customer and STAXS®.

17.4.  The possible nullity of one of the provisions of these General Terms and Conditions of Sale and Delivery or part of a provision shall not affect the applicability of the remaining provisions and/or the rest of the provision in question. In the event of nullity of one of the provisions, STAXS® and the Customer shall, as far as possible and in accordance with their loyalty and conviction, negotiate to replace the null and void provision with an equivalent provision that complies with the general spirit of these General Terms and Conditions of Sale and Delivery.

17.5.  If STAXS® The Netherlands is the Contracting STAXS® Entity, every agreement between STAXS® and the Customer is subject to the laws of the Netherlands. All disputes arising from this agreement with STAXS® The Netherlands or from further agreements for the execution thereof shall be subject to the exclusive jurisdiction of the Court of Leeuwarden. Recourse to the provisions of the Vienna Sales Convention is excluded.

17.6.  If STAXS® Belgium is the contracting STAXS® entity, every agreement between STAXS® and the Customer is subject to the laws of Belgium. All disputes arising from this agreement with STAXS® Belgium or from further agreements for the execution thereof shall be subject to the exclusive jurisdiction of the Court of Antwerp (Antwerp district). Recourse to the provisions of the Vienna Sales Convention is excluded.