Terms and conditions
REFIAL® - Refractory Insulation SolutionsGeneral Terms and Conditions REFIAL BV – Refial®
- Unless there is an express written agreement to the contrary, all of our offers and services shall be governed by the conditions set forth below. The conclusion of an agreement with our company implies acceptance ipso jure of the present General Conditions. Except in the event of a departure expressly accepted by our company, the present General Conditions of Contract must, without reservation, even in the event of contradiction, take priority over those of the co-contractor or buyer.
- Our co-contractor or buyer is obliged to make the present General Conditions opposable towards his own contracting parties, which contracting parties therefore undertake not to apply any rights or obligations vis-à-vis our company other than those set forth in the present General Conditions.
- Our proposals and all provided information, including brochures and price lists, shall never be deemed to constitute a binding offer, but shall only be regarded as the provision of information without obligation. Orders received shall only become definitive after our written confirmation, and within the limits of such confirmation.
- Our prices are based on cost factors applicable on the date of the confirmation of order. Unless stated to the contrary, our prices apply to unpackaged goods, ex works or warehouse, regardless of the means of transport, the packaging or the strut wood, which remain solely for the account of the co-contractor or buyer . All current and applicable taxes, levies, duties and charges (including, without limitation, the Value-Added Tax) as well as subsequent increases in taxes, levies, duties and charges and any new taxes, levies, duties and charges shall be for the account of the co-contractor or buyer.
- Any discount which may be mentioned in the relevant box may be deducted from the full amount due, subject to timely payment.
- The goods are deemed to have been delivered and accepted as soon as they have been loaded onto the means of transport. Simultaneous with the loading, the co-contractor or buyer will examine the goods for any visible faults or defects. Visible faults or defects or faults or defects which can be immediately established by means of a normal examination with normal common attentiveness can only be taken into account as far as they have been immediately reported to us in writing upon receipt of the goods. Complaints or remarks made afterwards are not admissible. Complaints about or remarks concerning hidden faults or defects must be reported to us in writing by the buyer or client within eight days after the fault or defect has been detected, on penalty of not being admissible. To be admissible, legal actions based on hidden faults or defects must be filed within one month after expiration of the mentioned complaint period. Complaints about faults or defects do not entitle the co-contractor or buyer to defer or suspend payment, in whole or part. The co-contractor or buyer is obliged to inform the non-professional client, buyer or principal of these terms in writing, immediately and effectively. If the co-contractor or buyer does not inform the non-professional client, buyer or principal in writing of these terms, we cannot be held liable to indemnify or compensate the co-contractor or buyer for any complaints or actions of its non-professional client, buyer or principal.
- The co-contractor or buyer shall bear all of the risks of transport. Any conditions of the transporter imposed on the co-contractor or buyer putting the risks of transport and damage in transit with the sender shall not be opposable to us.
- The goods will remain our property until the price, as well as any interest and liquidated damages, have been paid in full.
- Our goods must be installed according to the latest applicable installation instructions. In the event of divergent application or other peripheral conditions, the prior advice of our applications service is required.
- Calculations, designs and plans, and in general all documents are drawn up by us under the assumption that the information provided by the co-contractor or buyer is correct. Our task does not include verification or correction of this supplied information. It is the task of the co-contractor or buyer to thoroughly check and verify all information which is supplied to us. The co-contractor or buyers bears full responsibility for all errors, faults or shortcomings this information may contain, as well as for all damage caused by the incorrect information, directly or indirectly. All documents, drafts or designs made by us are protected by intellectual property rights. The copyright on our documents, drafts or designs remains our property. Full or partial reproduction, as well as disclosure to third parties, is subject to our prior written permission. All of our documents at the co-contractor’s or buyer’s disposal as well as our oral and written recommendations do not relieve the co-contractor or buyer of his liability for the installation and placement of the goods and materials.
- All samples, dimensions, shades and weights are approximate and may only be taken to broadly represent the properties of the material.
- If the co-contractor or buyer does not pick up the goods or materials within the agreed term and after these goods and materials have been put at its disposal, we can charge the co-contractor or buyer for the storage costs and demand an indemnity for the administrative costs. Ordered and supplied goods and materials will under no circumstances be taken back. In the event of change in the capacity or situation of the co-contractor or buyer, such as in the event of death, incapacity or disability, bankruptcy, judicial reconstitution, forced liquidation or voluntary liquidation, winding-up or transformation of the Company, or in the event of protest, even of an unaccepted bill of exchange, or if there are serious indications as to the reduced creditworthiness of the co-contractor or buyer, we reserve the right to cancel the sale or to demand guarantees. If we opt for cancellation of the agreement to the detriment of the co-contractor or buyer, the latter shall be bound to pay liquidated damages in the amount of 10 %, without prejudice to any other costs.
- The co-contractor or buyer will not be entitled to any compensation or indemnity , if we are impossible to deliver within the agreed terms, in whole or part, temporarily or definitively, due to force majeure or circumstances beyond our control or independent of our will. Force majeure shall be regarded as including, inter alia, a partial or general strike or transport strike, accidents, exceptional or new regulations impeding our and supplier’s liberty of selling and manufacturing, as well as the effects of such circumstances.
- We are entitled to stop the sales and supply of some of our products at any time, and we may not be held liable for the consequences this may have for the client.
- The sum of our invoices is always claimable in Niel and or in Nieuwenrode. We may change the place of payment at any time in the event of delayed payment on the part of the co-contractor or buyer. This right is not waived in the event that we draw a bill of exchange against the co-contractor or buyer, or if we accept commercial securities in payment. The exchange costs are always for the account of the co-contractor or buyer . Issuing mandates, bills of exchange or commercial securities shall never result in a novation or a departure from our General Conditions of Contract.
- Unless there is a written agreement to the contrary, all payments are immediately due as of the date of receipt of the invoice. In the event of non-payment on the due date, its amount shall ipso jure and without prior notice of default be increased by the interest calculated at the legal interest rate, increased by 3% per annum as well as by liquidated damages in the amount of 10%, with a minimum of €150.
- In the event of failure to pay or late payment, we reserve the right to suspend our services, without the possibility of being held liable for any harm arising from such suspension.
- Our liability is limited to the invoiced amount for the rendered services for which liability is invoked. Immaterial consequential damage is always excluded. In the event of a joint fault together with other suppliers, architects or building contractors, we can only be obliged to compensate that part of the damage that is directly attributable to our own fault. We do not accept any financial consequences that are due to shortcomings or bankruptcies of other suppliers, architects or building contractors. Furthermore, our liability is strictly limited to the cost price of the faulty or defective goods for which liability is invoked. We cannot be held liable to indemnify the replacement costs or costs of reinstallation.
- The present General Conditions of Contract are governed exclusively by Belgian law. The Courts of Antwerp, Belgium, shall have sole jurisdiction for any disputes which may arise.