Art. 1 Acceptance of the general conditions of sale
These conditions apply to all sales agreements between Unil Lubricants NV and its customers and to all quotations of Unil Lubricants NV, except when there is an explicit and written diversion. The catalogues, prospectuses and brochures of Unil Lubricants NV are only demonstrative and therefore not binding, Unil Lubricants NV therefore reserves the right to change these at any time. The application of the (general) conditions of the customer is not permitted, even if they are communicated afterwards.
Art. 2 Confirmation of quotations and orders
Quotations and orders are only valid after written confirmation by an authorized person of Unil Lubricants NV.
Art. 3 Delivery
The delivery terms serve only for information purposes and are therefore not binding unless explicitly agreed between both parties. Delay cannot be the cause for damage restitution or the dissolution of the contract.
Art. 4 Use of the goods
What the quality of the supply is concerned, Unil Lubricants NV only requires the quality of the product to be delivered as it was agreed. Unil Lubricants NV therefore gives no warranty of merchantability or fitness for a particular purpose. If the quality of the product to be delivered was not specified, Unil Lubricants NV is entitled to deliver the quality that is the product quality of the installation at the time of delivery. The specification of product samples at the disposal of the customer is only considered as the specification to be delivered if explicitly agreed by both parties. The customer acknowledges to have received all the legal provisions regarding the storage and use of the goods supplied by Unil Lubricants NV. If Unil Lubricants NV entrusts the customer to resell the products, the latter commits itself to deliver them in the original packaging, or in the absence thereof, in advance by Unil Lubricants NV in approved packaging. In general, the customer is obligated to deliver the goods on terms that do not harm the reputation of Unil Lubricants NV, its products or its trademarks. If one or more of these conditions are not met, Unil Lubricants NV shall have the right to terminate the agreement and to demand possibly compensation. The packaging listed on the invoice are owned by Unil Lubricants NV. Unil Lubricants NV places them at disposal of the customer free of charge for three months against deposit. The deposit must be paid at the same time as the value of the goods that were packed inside. This deposit will be fully refunded at the same era the empty packaging is returned to the factory Unil Lubricants NV, complete, clean, and in good condition. After this time Unil Lubricants NV is entitled to demand compensation each month of delay, equal to 5% of the deposit. Any expenses related to cleaning, repairing or replacing missing parts will be estimated at price of the day and will be deducted from the amount that is to be repaid by Unil Lubricants NV. The deposit represents a guarantee that is not profitable in interest.
Art. 5 Prices
Delivery takes place at the valid price lists of Unil Lubricants NV at the specific delivery date, unless agreed otherwise.
Art. 6 Payment
If the customer does not pay at the latest on the due date, without prior notice a delay interest equal to twelve percent will be charged. In this case also the invoice amount is automatically increased by a compensation of fifteen percent with a minimum of € 375.00. Unil Lubricants NV reserves the right to not carry out orders from a customer who has not paid over due invoices, this until the full payment of the overdue invoices.
Art. 7 Discharge on invoice
When paid in cash to the deliverer, if signed by the latter, only the amount that was written in words on the original document will be considered as paid. This amount and the signature will be written on the copy, which also will be signed by the customer and remains in the possession of Unil Lubricants NV.
Art. 8 Taxation
All duties, taxes and charges established or to be established by the Belgian State or another state on the goods or their sale, shall be borne by the customer.
Art. 9 Receipt of the goods
All deliveries take place at the agreed place. Where reference is made to Incoterms, the most recent edition of "Incoterms" will be used, published by the International Chamber of Commerce, Paris, France. Upon delivery at destination, delivery shall take place at a location that is reachable by the transporter of Unil Lubricants NV with the usual equipment. The customer agrees to check the quantity, weight and quality of the goods upon arrival. Any complaint for damage, leakage, total or partial loss or inferior quality, should be addressed to the personnel performing the delivery upon receipt of the goods and must be indicated on the document that the customer signs for discharge. The absence of protest or reservation of the customer is considered as the agreement on the amount and quality of the goods received. In any case, no complaints are accepted unless they are formulated in writing within three days after delivery or, in case of hidden defects, within three days after the discovery thereof. The packaging must not be used for products other than those of Unil Lubricants NV and only the products for which they are intended.
Art. 10 Foreclosure - force majeure
Unil Lubricants NV is not liable for delivery, if execution of the agreement wholly or partially prevented or delayed by chance in respect of itself or its usual suppliers, force majeure or any other cause beyond its control, such as, for example, government action , difficulty with or interruption of the supply of finished products or raw materials. Unil Lubricants SA is not obliged to cover any shortfall from other suppliers or non-conventional sources.
Art. 11 Warranty - Liability
Unil Lubricants SA grants the customer a guarantee of six months from delivery for all latent defects in the goods. Both for this guarantee as is general, the responsibility of Unil Lubricants NV is limited to replacement of product or refund of the price invoiced to the exclusion of all other fees and indemnities. Unil Lubricants NV is in no event liable for indirect damage, including the loss of profits, eg personnel, damage to reputation, reliability, lost savings, lost profits, etc. The customer must safeguard Unil Lubricants NV from claims from third parties. Services, information and advice, for example regarding the goods or their use, storage or transport mode are provided by Unil Lubricants NV at best ability. Unil Lubricants NV accepts no liability for any inaccuracy of such information, advice or deficiencies in the services provided.
Art. 12 Retention of title
The transfer of ownership of the delivered goods is suspended until full payment of the price (Article 101 Law 08.08.1997).
Art. 13 Applicable law and disputes
Only Belgian law is applicable. Disputes are only submitted to the courts of Brussels. For disputes of less than € 1,860.00, only the justice court of the canton Halle is authorized. Exception: for Dutch customers only Dutch law is applicable. Disputes are submitted to the competent court in the Netherlands. The Dutch rules of relative competence apply. The court in Amsterdam is always qualified. The orders, acceptances of payment and shipment against repayment of Unil Lubricants NV shall not affect the competence clauses.