Am Hock, 4
+352 206 011 02
IBLC: LU31296945 Matricule: 2019 2436 495 RCS Luxembourg: B235393
Amsterdam Data Center
1775 TK Middenmeer
These terms of sale apply to any agreement concluded between S.A. SMI and a client.
The applicability of these general terms of sale excludes that of the conditions of any other party, even if the other party’s conditions include a similar provision. Unless proven otherwise, the client recognizes that it has received and accepted these general terms of sale. Any derogation or modification invoked with regard to these general terms of sale is considered void unless it has been expressly accepted in writing by S.A. SMI.
2. Acceptance of the order
The conclusion of a sales contract is only effective at the time of written acceptance of the order by S.M. SMI. Consequently, the client can only claim goods that are included in the written acceptance of the order.
Orders received directly or via broker agents or salesmen, and the commitments made by them, are only validly enforceable after written approval by S.A. SMI; this confirmation alone constitutes the final contract.
Goods and accessories that are not included in the acceptance of the order can be the object of an additional order and will be delivered only for additional payment. Special productions made at the client’s request cannot be cancelled once production has begun.
Except in the case of special stipulations expressly set down in the acceptance of the order, prices are understood to be in euros, ex-warehouse of S.A. SMI (Incoterm EXW). The prices are given before VAT and any other expenses, taxes, contributions or insurance premiums of any kind and are valid for a period of three months as from the date on which acceptance of the order is sent. After that time, the supplies will be invoiced at the price in force on the date of delivery unless S.A. SMI is responsible for the delay in delivery.
4. Terms of delivery
S.A. SMI declines any liability for the choice of the shipping agent, for the choice of the means of transport, and for the conditions and risks inherent to transport, even when the cost of the transport is borne by S.A. SMI. A delay in delivery cannot be cause for termination of the sales contract by the client nor for payment of damages to the client. The delivery schedules given in the acceptance of the order are communicated as an indication only. The goods must be removed within 15 working days following the date of delivery given in the acceptance of the order or any other date expressly notified to the client.
5. Conditions of use and storage of products
All products must be kept in accordance with the conditions indicated on the packaging. The client must use/sell the product in compliance with the conditions for use and storage specified for each product as defined and communicated by S.A.SMI and/or must inform its clients thereof. Any infringement of these conditions of use and storage automatically precludes liability of S.A. SMI.
The quality and the number of goods are guaranteed on leaving the S.A. SMI warehouses.
If the observation of a visible defect or a hidden defect has been notified in writing in keeping with terms of Article 7 herein, within the stipulated period, and if S.A. SMI recognizes its existence, S.A. SMI can choose one of the following remedies:
- either replacing the defective goods or goods not in compliance with recovery of those goods,
- paying damage as compensation for direct, proven damage, which will be limited however to the amount of the invoice for the defective goods or goods not in compliance, to the exclusion of any application for other damages. No action will be taken on complaints received after the deadline. In addition, the client shall take all necessary measures to allow for an adversarial control. S.A. SMI declines liability for any incidents and damage that could result from transport, the use of the products and non-compliance with the conditions of use and storage by users of S.A. SMI products.
Any complaint from the client under these General Terms must be reasoned and notified to S.A.SMI by registered letter.
a) In the event of a complaint for a visible defect of the goods delivered and for non-complying deliveries, within two working days of delivery;
b) In the event of a complaint for hidden defects within five working days following the discovery or within five working days as from the time when this discovery could have reasonably intervened;
c) The goods cannot be returned without written agreement of S.A.SMI;
d) In any case, the client’s implementation or processing of the goods sold is equivalent to acceptance of the goods as complying and free from any visible defect.
8. Terms of payment
Payments must be made either in cash on delivery, or by a bank transfer to one of the account numbers communicated by S.A. SMI at the latest within 10 days following the date of delivery. Payment must be made effectively in the currency agreed and without compensation.
In the event of a delay in payment of invoices when due, the client automatically owes interest equal to 1.5% per additional month, no formal notification being required. In the event of total or partial non-payment of the invoice on the due date, the client will automatically owe compensation, without formal notification being required, of 15% of the unpaid amount; this compensation being equal to € 200.00 minimum. In this case, S.A. SMI reserves the right to require cash payment of any subsequent deliveries, even if these amounts have not yet fallen due.
The fact that S.A. SMI does not immediately make a claim further to the client’s failure to meet an obligation can under no circumstances be interpreted as a waiver by S.A. SMI of the right to make such a claim thereafter.
S.A. SMI is liable for damage caused by a defect of its product pursuant to Articles 9 and 10 of the law of 25 February 1991 on liability as a result of defective products. It cannot be held liable, however, when the damages are caused jointly by a defect in the product and the fault of the victim or a person for whom the victim is responsible.
10. Circumstances beyond control
S.A. SMI is automatically exempt, with immediate effect, of its obligation to make delivery in all cases of circumstances beyond its control and in the case whereby the goods ordered were destroyed without any fault imputable to S.A. SMI. The following notably are considered as beyond its control: wars, riots, strikes, lockout, broken machinery, fire, non-availability of equipment, raw materials or means of transport, any restrictions imposed by the public authorities.
11. Reservation of ownership
The products delivered remain the property of S.A. SMI until full payment of the price, including late payment interest and compensation if applicable. In this case, the client cannot sell the products without the prior, written agreement of S.A.SMI. In the event that payment is not forthcoming when due, S.A. SMI reserves the right to recover the products at the client’s expense.
12. Applicable law, jurisdiction
All offers, orders and/or agreements to which these general terms apply are governed exclusively by Belgian law. The courts of Eupen will have jurisdiction for any dispute concerning or related directly or indirectly to such offers, all orders and/or agreements.