1.1. These purchase conditions govern the relation between NV Toeleveringsbedrijf Van Landuyt, abridged TVL, in Wetteren and its supplier, unless where specifically agreed upon otherwise in prevailing order forms.
1.2. The acceptance of an order form entails the acceptance of all conditions of the order (particular conditions, general conditions, assessment lists) and excludes the application of the sales conditions of the supplier. The same applies to changes in price offers, order confirmations or technical arrangements.
1.3. All measures are considered to be expressed in the metric system, in particular in mm, unless expressly stated otherwise.
1.4. The casting and ironwork must be constructed out of homogeneous material, of normal hardness, free of impurities, hard stains or other defects.
1.5. Any agreement entered into by TVL is considered to be concluded at the registered office of TVL. All disputes arising of these agreements, or the implementation thereof, shall exclusively be submitted to the Courts in the jurisdiction of the registered office of TVL. The applicable law shall be Belgian law.
Only TVL is entitled, whenever it finds necessary or desirable to do so, to summon its supplier before the Courts of the jurisdiction of their registered office. TVL is not obliged to explain this choice towards the supplier.
1.6. The Code of Conduct is applicable on all purchase orders.
2. PRICE OFFER
2.1. An offer of the supplier is binding for at least 30 days from the date of receipt by TVL. TVL reserves itself the right to accept totally, in part or not at all a received offer.
2.2. Prices are fixed and not subject to review, “VAT not included”, packaging, transportation- and insurance costs included to the place of delivery indicated in the order form, and, for goods originating from abroad, “not cleared”. The price includes all payments for the use of intellectual property rights, including those of third parties. The supplier guarantees the free and undisturbed use of the sold goods, including the software he delivers. He shall indemnify TVL against every claim from third parties with regard to intellectual property rights and shall intervene and substitute TVL, without a right of recourse against TVL, in every in this respect. Costs of attorneys, experts and procedure will be at the cost of the supplier.
The return of packaging materials that are the property of the supplier shall be at his expense.
The placing of orders for goods and services shall be done exclusively by persons duly authorized by TVL.
4. ACCEPTANCE OF THE ORDER
The supplier shall send the order confirmation duly signed to TVL, within 14 days following the date of the order; in case he fails to do so, TVL has the right to consider the order null and void. In case of a conditional order or an order confirmation that does not conform to the order itself, a delivery shall in any case imply acceptance without reservation of the present purchase conditions of TVL.
5. INSPECTION OF THE IMPLEMENTATION
TVL has free access to the plants of the supplier in order to inspect the manufacture, the testing or the packaging of the goods. This inspection does not in any way affect the full liability of the supplier.
6.1. Unless otherwise agreed upon in the order form, the orders need to be delivered in one delivery.
6.2. The delivered goods need to conform to the description of the order form and to the technical documentation that the supplier communicated to TVL. The signing of the supply order by an authorized employee of TVL only implies a proof of the number of the delivered packages and does not result in acceptance of the delivered quantities and quality.
6.3. Unless otherwise agreed upon in the order form, the goods to be delivered must be provided with a protection that guarantees storage during minimum two years in a space where they are protected against weather conditions.
6.4. The order number must always be mentioned in bills of carriage.
7. DELIVERY TERM – PENALTY CLAUSE IN CASE OF DELAY
7.1. If the goods are satisfactory after inspection, which will take place within 10 days after receipt, the transfer of property of the goods to TVL takes place.
7.2. In case of a delay in delivery, a penalty clause of 1% of the full amount of the delivery per week of delay shall be automatically applied without a prior notification being necessary therefore. This amount shall be limited to a maximum of 10 % of the amount of the delivery.
7.3. The delivery must take place according to the terms mentioned in the order form. These terms have a fixed and compulsory character. The non-compliance with these terms obliges the supplier to automatically compensate all damages, including unforeseeable damage, that are suffered by TVL, without a notification being necessary thereto. The non-compliance with the delivery date equally results in a choice for TVL, at its sole discretion and without any justification being necessary thereto, to demand the cancellation of the contract at the expense of the supplier. In the latter case, the supplier shall remain bound to reimburse all damages, including unforeseeable damages to TVL from the delay in the delivery and the rescission of the contract.
8.1. Only those numbers, weights and/or volumes that are accepted or determined by TVL are valid for invoicing.
8.2. The invoices are made in two copies or send electronically to email@example.com
9.1. Invoices are payable within 60 days as from the end of the month after receipt by TVL.
9.2. TVL does not accept packages against cash on delivery or any other advance on cash.
10. GUARANTEE AND DISPUTE
10.1. The supplier remains responsible for each defect in the goods during a period of 12 months, the guarantee period beginning as from the date of receipt of the goods.
10.2. TVL reserves itself the right, until the end of the guarantee period and after a notification to the supplier that remains without reply within 8 days, to demand the necessary repairs at the expense of the supplier and/or to apply the provided compensation in case the agreed results are not achieved and/or to send back the goods that do not conform to the conditions set forth. In case the goods are beyond repair, the supplier shall refund the total value of the goods.