OSVAN sprl General terms of sale
ACCEPTANCE OF THE PRESENT GENERAL TERMS OF SALE: No order can be made without the acceptance of the present terms. All orders are exclusively governed by these general terms of sale, excluding any other condition of purchase. The present general conditions are attached to the confirmation of orders and are deemed to be accepted if no explicit objections are raised within a three day period. The failure for the buyer to take note of the general conditions of OSVAN in his/her mother tongue cannot alter their enforceability towards him/her.
OFFERS AND COMMANDS: Offer’s validity from OSVAN expires upon a one month period. Any command not preceded by a written offer from OSVAN and unconditionally accepted, does not bind the latter unless it was accepted in writing. OSVAN agents and representatives do not have the power of representation.
PRICES: All prices are quoted in euros, VAT excluded. Any increase in VAT as well as any new tax imposed between the time of the order and the delivery shall be borne by the buyer. Prices cover only delivery from OSVAN located in Belgium. Shipping charges will be added to the price of goods should the buyer requests OSVAN to provide carriage of goods. Prices apply only to the supply of goods to the exclusion of any other work and services and in particular of the installation and assembly of material whose cost may be added to the price of the goods.
PAYMENT: Unless expressly agreed otherwise, all invoices from OSVAN are payable to head office within 30 days of date of issue. All sums left unpaid by the due date, shall by rights and without formal notice, be subjected to a legal interest rate provided by the Belgian Act of August 2, 2002, transposing the European directive 2000/35/CE on combating late payment in commercial transactions. In case of non payment of an invoice, the unpaid amounts will be increased by 15% with a €250.00 minimum, by rights and without formal demand, as fixed compensation for the undergone damage (administrative expenses, reminders). No contestation or claim permits the suspension of payments. These measures apply without prejudice to the right to demand the payment of a higher amount of compensation in order to cover any undergone damage.
DELIVERY: The delivery takes place in OSVAN premises. The buyer shall assume all risks related to the goods sold as from the moment of delivery, in particular those related to transport, even in the case of OSVAN being in charge of the transportation or of its organization. The buyer takes delivery of the goods within a ten calendar day period starting as from the notice informing that the goods are available. The delivery is deemed to be completed the day after the expiration of the aforementioned ten calendar day limitation period. Except express guarantee, the delivery deadlines are only given by approximation. Delays cannot, under any condition, justify either the cancellation of the order or the payment of an indemnity. The liability of OSVAN can only be involved in the event of serious delivery delay attributable to its serious fault. In case of repeated delivery to a closed door, return delivery costs to OSVAN will be at the customer’s expense. After opening and checking contents of the delivery, the customer must sign the delivery receipt presented by the seller or the carrier. This signature is deemed as an acceptance of products delivered by the buyer. In case of damage, it is up to the buyer to refuse the damaged product to the carrier who will return the shipment to OSVAN. The customer should indicate legibly on the delivery slip the cause of the refusal as well as the number of parcels refused. Both the carrier and OSVAN must be informed of the concerns of the customer by registered letter with an acknowledgement of receipt, within three days of reception, indicating the order reference number and the reasons of refusal. If damage shall be established, the good will be replaced by OSVAN in a timely manner.
PROPERTY RESERVE: The supplied goods remain the property of OSVAN until the complete payment of the price and the delivery costs, which can be increased by possible expenses and interests. This property reserve also applies in the event of any required processing or incorporation of the goods. Should the buyer fails in the complete payment, and/or if the buyer does not take delivery of the goods on the agreed date or within the agreed period, OSVAN can, within a twenty calendar day period after the delivery, by rights and without formal notice, dissolve the contract and demand the return of the good supplied, regardless to their actual whereabouts. In this case, any advances will remain the property of OSVAN without any equivalent concession for the buyer.
GUARANTEE: OSVAN guarantees its goods against hidden defects for a twelve months period starting as from the delivery date, according to the following conditions: the guarantee can be implemented only if the following conditions are combined: The defect renders the goods sold unfit for the use for which they are intended; the material was erected and placed in an appropriate way; the material is used under normal conditions. The guarantee does not apply in case of neglect, of modification, of dismantling or of repair of devices by an unqualified person. Under penalty of loss of rights, the beneficiary of the warranty must place his/her complaint related to the hidden defects which, according to him/her, affect the purchased goods, by registered letter within a one month period following the day he/she noticed should have noticed the any defects. Past this period, the guarantee becomes invalid. The guarantee of OSVAN is limited, according to the choice of the latter, to either the free of charge merchandise repair or to replacement of defective equipment, to the exclusion of the resolution of sale and of any compensation. The buyer sends back, at his own risk and expense, the defective material to OSVAN in order for the repair or replacement to take place. These costs are only covered by OSVAN if there is evidence that the under guarantee device is really defective.
REPARATION: All repairs will be quoted for the cost of the repair. The fees of the quotation are fixed at a flat rate of 75,00 €, excluding VAT., which is payable in advance at the handing in goods at OSVAN premises. Upon verification of the goods and only in case of a defect of the goods covered by the guarantee, the client will automatically be refunded of the flat rate. Following the approval of the quotation, a repair order is tabled and signed by the buyer before repairing or maintaining the goods. The repair costs are immediately paid by the buyer, before any reparation. In case of no taking delivery of the repaired goods by the buyer on the agreed date or within the agreed period in the quotation, the handed in goods shall be deemed abandoned, by rights and without formal notice, and become the exclusive property of OSVAN after a twenty calendar day period following the date of OSVAN registered mail requesting to reacquire the material possession of the repaired goods.
CANCELLATION: Except in the event of “force majeure”, the buyer can only cancel a firm order with the agreement of OSVAN and in return of a financial compensation due to the damage undergone, which is expressly estimated at 30,00 % of the amount of the order, as long as OSVAN does not opt for a forced execution, without prejudice of possible damages and interest.
DISPUTES: In case of dispute, only Belgian law shall apply, to the exclusion of the provisions of the Convention of Vienna concerning the international sale of goods. Any dispute between the customer and OSVAN shall be exclusively placed in the competent hands of the courts of the judicial district of Mons and Charleroi, division of Mons in Belgium.