All orders are subject to the following general terms, which take precedence over the customer’s own general terms and conditions. Any departure from these terms has to be made in writing, specifying the modification that has taken place.
All orders are executed at the price and under the terms applicable on the date when they are fulfilled. However, price changes resulting from unforeseeable events, accidents or acts of God will, at SPS’s choice, give rise to either an adaptation of the order price or cancellation of the order, and renunciation by the client of any entitlement damages in either case.
Delivery lead time
Delivery lead times are given as a general indication only and are not guaranteed. Except where expressly stipulated otherwise, a delay in delivery can not under any circumstances offer entitlement to cancel the order or claim any compensation. Every order constitutes a separate contract. SPS reserves the right to fulfil orders in successive deliveries: in this event, every partial delivery will constitute a separate contract.
Fulfilment of orders
Strikes, lockouts, work stoppages, broken machines or merchandise, fire, riots, wars or threats of war, lack of raw materials and any accidents or acts of God will ipso jure suspend the fulfilment of orders and release the Company from any liability.
The goods are always considered to have been sold, received and accepted at our premises; they are transported at the addressee’s risk, even in the event of delivered sale or free delivery. Any potential reservations should be notified to the transporter.
Any complaints of whatever nature should be notified within five days of receipt of the goods, by letter sent by registered post. After such time, or if the letter is not sent by registered post, it can not be taken into consideration. However, the customer can use the pretext of a complaint to suspend or delay the payment of invoices. Under all circumstances when the buyer invokes non-compliance of goods, either before or after delivery, the burden of proof of such non-compliance lies with the buyer. In the event of a justified complaint, our firm reserves the right to choose between either the replacement of goods or the payment of their value. Pursuant to this clause, our intervention will always remain irrevocably limited to the value of that part of the goods which has been identified as non-compliant, based exclusively on the prices we charge.
Except where stipulated otherwise, invoices are fully payable in cash, with no discount, to the head offices of SPS in Hoeilaart. Advance payments are deducted from the order and do not constitute deposits which, if abandoned, will authorise the parties to rescind the contract. The acceptance of a bill of exchange or any other form of payment does not initiate either a novation or an exemption from these general terms and conditions; all costs associated with such settlements are payable by the customer in cash. The amount of any invoice which is not fully paid when it falls due shall ipso jure and with no advance notice, generate interest at a rate of 1% per month, any month that has begun will be considered as a full month. Furthermore, where payment is not made for all or part of the invoice when it falls due, the amount will ipso jure be increased, in the event that the buyer fails to make payment after eight (8) days of having been sent formal notice by ordinary post, by a fixed indemnity equal to 15% of the amount outstanding at the time of the formal notice, subject to a minimum indemnity charge of one hundred and fifty euros (€150). This clause does not alter the immediate payability of the debt. In the event of even partial non-payment of any outstanding invoice, SPS reserves the right to refuse any further order or to suspend future deliveries until any other debts have been settled in full.
Reservation of ownership
The seller reserves its right of exclusive ownership of the goods until full payment has been received. The buyer shall be liable for any risks. Advance payments may be retained to cover any potential losses resulting from resale.
Transfer of credit clause
In the event that goods belonging to the seller are resold, even after they have been transformed, the buyer will immediately transfer to the seller the entire credit resulting from their resale.
Attribution of jurisdiction and applicable law
In the event of a dispute, for whatever cause, the sole competent jurisdiction acknowledged and accepted by the parties is that of the courts in the legal arrondissement of Brussels.Only Belgian law is applicable to these general terms and conditions.
Plurality of general terms and conditions
These general terms and conditions are deemed to have been accepted by the customer, even in the event that they contradict the buyer’s own general or specific terms and conditions. The latter are not binding on SPS except where SPS has expressly accepted them. No agreement can be inferred from the circumstances of SPS having accepted the contract without protesting against the stipulations which refer to the customer’s general or specific terms and conditions or any other similar provisions.