Terms and conditions
Scope and unilateral amendment
- The present conditions are applicable to all agreements concluded by NV WELDA, this to the exclusion of any other condition determined by the contracting partner, unless expressly approved in writing by NV WELDA.
- NV WELDA has the right to unilaterally change the General Terms and Conditions. NV WELDA can therefore change the General Terms and Conditions at any time.
- With every agreement with the customer, only the General Terms and Conditions of NV WELDA apply.
The customer acknowledges that he has taken note of this agreement in all its written and printed provisions. He acknowledges that these documents constitute the entire text of the agreement between both parties, and supersede and destroy all prior oral or written proposals for commitments and/or documents issued by him, as well as any other communication to date made between the parties with regard to this agreement.
- In the event of a declaration of incompetence, bankruptcy, application for judicial composition, voluntary or partial liquidation of the buyer, the agreements that NV WELDA concluded with this buyer will be deemed to have been dissolved.
Price quotes and orders
- All quotations from NV WELDA are valid for 14 calendar days unless otherwise stated. Only a written order confirmation signed on behalf of NV WELDA is binding. The agreement is thus concluded the moment NV WELDA has confirmed the order in writing.
- When an order is delivered more than 90 days after the order confirmation sent by NV WELDA, the prices on the day of delivery apply.
- The unconditional payment of part of an invoiced amount counts as acceptance of the invoice. Payments are always accepted with all reservations and without negative acknowledgment, and are allocated in priority to any legal costs incurred, then to the accrued interest, then to the damage clause, and finally to the principal sum.
- All images are given by way of information and are subject to change and non-binding.
Delivery and force majeure
- The delivery times stated in the special terms and conditions are indicative and do not bind NV WELDA strictly. Any delay can therefore not give rise to invoking the dissolution of the agreement and/or to being liable for compensation. Changes in the order automatically mean that the pre-established expected delivery times expire.
- As soon as they leave the warehouses, the risk of the sold goods is fully transferred to the buyer, who from then on is responsible for all visible and invisible defects, even if the goods are transported by or on behalf of NV WELDA. The transfer of ownership of the sold goods to the buyer only takes place after full payment of all claims arising from the commercial relations with the buyer.
Damage compensation and negligence interests
- If the purchaser fails to carry out his obligations or cancels the order, the contract shall be deemed to have been terminated by operation of law, without notice of default, to his detriment. The buyer will then be liable to pay damages corresponding to 75% of the price of the undelivered goods. The expression of will by NV WELDA by registered letter shall suffice for this purpose.
- If partial delivery has already taken place when the customer refuses to accept further delivery or makes further delivery impossible, NV WELDA may opt, provided the customer is notified by registered letter, for invoicing for the performed part of the delivery and for the legal dissolution of the agreement at the expense of the customer for the part not yet performed. In that case, the customer owes compensation amounting to 75% of the price of the part of the agreement that has not been performed.
- Invoices are payable in cash and without discount at the registered office of NV WELDA, unless otherwise agreed in writing.
- In the absence of payment on the due date of the invoice, the buyer will automatically and without notice owe an interest of 1% per month of delay. Every started month is valid for a whole month. The interest owed by the customer is capitalized annually, subject to registered notice of default.
- Without prejudice to the aforementioned conventional interest for late payment, the buyer will also automatically and without notice of default owe conventional compensation amounting to 12% of the invoiced amount, with a minimum of EUR 50.00.
- If the invoices are not paid on their due date, all amounts still due will become immediately due and payable, regardless of the permitted payment modalities.
- If payment terms have been agreed in the special terms and conditions, then in the absence of payment of a tranche on its due date, the outstanding balance will also become due and payable by operation of law, increased by conventional interest and compensation as stated above.
- NV WELDA reserves the right not to make any further deliveries and/or repairs as long as the previous ones have not been paid for.
- NV WELDA's responsibility towards the customer, for whatever reason, is always limited to a maximum of the value of the goods that are the subject of the agreement. The customer indemnifies NV WELDA against all claims from third parties with regard to the delivered deliveries, as a result of which this stipulated maximum would be exceeded. Under no circumstances can NV WELDA be held liable for compensation for damage that manifests itself as indirect consequential damage such as loss, business loss, loss of income, profit or missed savings, additional expenses, financial loss or loss or damage to data related to or is the result of the suspension, termination, malfunction or quality of the services/goods provided.
Complaints, jurisdiction and choice of law clauses
- Insofar as the acceptance of the delivery has not been expressly made, complaints regarding its conformity must be made, under penalty of forfeiture, by registered letter with reasons within three working days after delivery of the merchandise. Complaints regarding the invoice must be made within eight days after the invoice date, under penalty of forfeiture, by registered letter and with reasons. The complaint does not release the buyer from his obligation to pay.
- In the event of a dispute, only the courts of the judicial district of Ghent are competent ratione loci. Working with bills of exchange does not entail novation and does not entail a change of authority. Belgian law applies.
- In order for the customer to be able to claim indemnification for hidden defects, the legal requirements must of course be met. In this regard, it is conventionally provided that the short term referred to in article 1648 of the Civil Code is 6 months from the date of delivery, and that any claim to indemnity lapses in the event of processing, modification, repair by the customer or by third parties, or resale of the delivered goods. Claims to indemnification due to hidden defects cannot be invoked by the customer to postpone or suspend his payment obligations.
Payment terms and modalities
- Unless otherwise agreed in writing by NV WELDA, the amounts owed by the customer to NV WELDA cannot in any way be offset against any amounts that the customer believes to be able to claim against NV WELDA. Nor can such claims by the customer be invoked by him to postpone or suspend his payment obligations towards NV WELDA.
Article 7: Contractual defaults
- In the event of 'unusual cause' (art. 1147 of the Civil Code), even if this does not lead to permanent and/or absolute impossibility of delivery, NV WELDA shall be legally entitled to suspend its obligations or to unilaterally cancel them after having notified the customer. Consequently, NV WELDA cannot be held liable for damages under any circumstances. The following are conventionally considered to be "external causes": war, strikes or lock-outs, exceptional scarcity of raw materials or merchandise, weather conditions, natural and/or other disasters, government decisions that affect the execution of the commitments, and this both when this external cause occurs at NV WELDA and at its suppliers.
- If the seller's confidence in the buyer's creditworthiness is shaken by acts of judicial execution against the buyer and/or other demonstrable events, which question the confidence in the proper execution of the commitments entered into by the buyer and/or make it impossible, the seller reserves the right to demand suitable guarantees from the buyer. If the buyer refuses to do so, the seller reserves the right to cancel all or part of the order, even if all or part of the goods have already been dispatched. In case of cancellation of the order due to the above-mentioned reason, the buyer shall owe a fixed compensation of 75% of the value of the order.
Confidentiality clause and intellectual rights
- NV WELDA will store the personal data provided by the client in an automated data file and may use them for the commercial relationship between NV WELDA and the client on the one hand, client management, market research, user profiling, direct marketing and mailing on the other hand. The above list is not exhaustive. The client has access to these data at all times and can ask for them to be corrected if they are inaccurate, in accordance with the legislation relating to the protection of privacy dated 08-12-1992.
- By attending an event by Welda nv, you agree to the taking of atmospheric photos in which you may be depicted. These photos may be used for promotional purposes such as sharing on social media, Welda's website(s), printed materials, newsletters, etc.