GENERAL TERMS AND CONDITIONS OF SALE
1.1. Subject to any other special terms and conditions of sale and delivery that are explicitly stated in the agreement between the parties on the delivery notes and / or the invoice, the following terms and conditions apply, excluding the general or special purchase terms and conditions of the buyer. Current terms and conditions also apply to every future transaction although this has not been explicitly agreed between the parties.
1.2. These general terms and conditions also apply to sales concluded with the application of an Incoterm. In the case of different Incoterms, the application of current general terms and conditions prevails.
v 2.1. The orders are only binding for HARTING N.V. following written confirmation. HARTING N.V. is only bound by commitments entered into by its agents or representatives to the extent that they have been confirmed in writing by it.
2.2. The specifications provided by HARTING N.V. which relate to the nature of the goods only have an informative value.
2.3. In the event that the buyer should unilaterally cancel a confirmed order, HARTING N.V. reserves the right to either demand the execution of the agreement or to claim a compensation amounting to 30% of the value of the order. However, this does not affect the right for HARTING N.V. to claim compensation for the totality of the damage suffered by it, if this is higher.
3.1. Unless otherwise agreed, all prices are "ex works" and exclusive of packaging and V.A.T. The prices represent the value of the goods on the day of the offer. They are expressed in Euros.
3.2. The prices stated in price lists and offers are only indicative and may be adjusted by HARTING N.V. at any time to external and objective circumstances, such as collective agreements or changes in the prices of materials. A price change may also be implemented if the delivery is unable to be made within two months after the conclusion of the agreement.
3.3. For orders to be sent with a value of less than EUR 100 excluding V.A.T. there is a flat-rate administrative surcharge of EUR 25.
4. PAYMENT TERMS AND CONDITIONS
4.1. Unless otherwise agreed in writing, the invoices are payable, without discount, within 10 days after the date of the invoice to the registered office of HARTING N.V. or into a bank account specified by HARTING N.V.
4.2. HARTING N.V. is entitled to invoice electronically and the buyer explicitly accepts the electronic invoicing. If the buyer wants a paper invoice, he shall have to pay an administrative cost of € 15 per order.
4.3. Payment with bills of exchange or cheques is only accepted after explicit approval from HARTING N.V. All costs in this regard shall be borne by the buyer.
4.4. Every invoice that has not been paid on its due date shall, by operation of law and without notice of default, yield a conventional interest of 12% on the total sum still due. In doing so, a part of a month shall be counted as a whole month. In the absence of payment of the full amount of the invoice on the due date, the principal sum shall also be increased, by operation of law and without notice of default, with a conventional compensation of 15% of the remaining part, without this compensation nevertheless being less than 50 EUR.
4.5. The buyer is not entitled to withhold the payment of any sum for whatsoever reason.
4.6. In the event of non-payment, HARTING NV is entitled to suspend further deliveries in respect of the same or other agreements that bind it with the same buyer or, optionally, after written notice of default, to dissolve the agreement at the expense of the buyer, without them being obliged to pay any compensation for this. All this while retaining the right to payment of what has already been delivered, and the right to claim any compensation.
5. DELIVERY - SHIPMENT
5.1. The delivery is made "ex Works", at the risk of the buyer and to be insured by him. The notification to the buyer that the goods are ready to be shipped or transported in another way or the collection by the buyer, counts as the fulfilment of the delivery obligation, even if it is agreed that the delivery is done "free of costs".
5.2. HARTING N.V. is entitled to make partial deliveries.
5.3. In the event of a delay in the shipment or delivery on request or owing to the fault of the buyer, the latter shall owe a safekeeping fee of 1% per month started. The risk of safekeeping is borne by the buyer. HARTING N.V. shall insure the goods against theft, loss, damage and fire damage, the costs of which shall be charged to the buyer.
6. DELIVERY PERIOD - ACCEPTANCE
6.1. The delivery periods are - unless otherwise agreed - only indicative and in no way binding. The exceeding of the delivery time may in no case give rise to termination of the agreement, nor to the payment of any compensation by HARTING N.V.
6.2. The delivery period shall in any case be extended in the event of force majeure and in all cases where HARTING N.V. is forced to report additional costs, which could not be taken into account when concluding the agreement because of circumstances beyond the control of HARTING N.V.
6.3. The buyer is obliged to accept the goods intended for delivery. Any delay in receiving the goods gives HARTING N.V. the right to charge an interest of 2% of the value of the goods per delayed month started, by way of storage costs, without prejudice to the possibility of demanding a higher compensation, if this can be demonstrated.
7. RETENTION OF TITLE - TRANSFER OF RISK
7.1. HARTING N.V. remains the owner of all goods supplied by it until the day of full payment of the invoices. The buyer acknowledges that he explicitly agreed with this provision of retention of title at the latest on the day of delivery. The buyer undertakes neither to sell the goods of HARTING N.V. nor to encumber them with any right until the price, plus any interest and costs, has been paid. This retention of title also passes in the event of resale by the buyer (extended retention of title). The buyer undertakes to report this explicitly and in writing to the third party acquirer.
7.2. The risk passes to the buyer upon delivery by HARTING N.V.
7.3. The risk is solely borne by the buyer for each transport, even if the transport costs are borne by HARTING N.V. If goods shipped do not or only partially arrive at the buyer or arrive damaged, the buyer must inform HARTING N.V. immediately and at the latest within 24 hours after receipt of the goods.
7.4. Except as provided in article 5.3, the goods are only insured by HARTING N.V. following the explicit request of the buyer, and this exclusively at the expense of the buyer.
8. INTELLECTUAL PROPERTY RIGHTS
All studies, plans, documents, sketches, drawings, samples, designs and calculations remain the property of HARTING N.V. and are protected by intellectual rights. This also applies to documents that have a confidential content. When handed over to the buyer, they may not be misused either by the buyer or by third parties. The buyer is liable for any misuse and HARTING N.V. reserves the right to claim damages. This amounts to at least 10% of the agreed price. The above documents must be returned upon first request.
9. WARRANTY - COMPLAINTS
9.1. The visible defects are covered by the acceptance of the goods upon receipt.
9.2. In case of hidden defects, the buyer shall inform HARTING N.V. of this by registered letter and within 15 days from the discovery of the defect. HARTING N.V. shall have the option of either replacing the goods in question or repairing them. If notification about the defect was not received in time by the buyer as provided for in the previous paragraph, the buyer shall bear all costs for repair or replacement. HARTING N.V. may not, in any case, be held for any compensation for damages or the payment of interest. The buyer's complaint does not affect the application of Article 1648 BCC or any applicable international rules in this regard.
9.3. If specific products are delivered by HARTING N.V. that have been ordered on special request and designation of the buyer, the latter shall indemnify HARTING N.V. against any actual or legal action by third parties with regard to possible infringements of industrial property rights.
9.4. HARTING N.V. bears no liability for any damage caused by force majeure, or that may have arisen by action of third parties or by the buyer, including incorrect use of the goods. HARTING NV may never be held liable for indirect damage, including consequential damage and/or loss of profit (for example, fall in or loss of turnover, loss of profit, loss of customers, loss of data, etc.) that would result from a contractual and/or extra-contractual error on the part of HARTING NV and/or its employees and/or its subcontractors. The liability of HARTING N.V., however serious the error, except in the case of fraud, shall in any case be limited and shall in no case exceed the amount of the invoice to which the defective goods relate.
10.1. A gross or continuous breach of the obligations on the part of the buyer, gives HARTING NV the right, if necessary, to determine the termination of the agreement at the expense of the buyer if no action is taken on the notice of default from HARTING N.V. within 8 days.
10.2. In this case, HARTING N.V. is entitled to claim damages from the buyer to the amount of 30% of the value of the goods that are the subject of the agreement. However, this does not affect the right for HARTING N.V. to claim compensation for the totality of the damage suffered by it, if this is higher.
11. SOFTWARE USER RIGHT
11.1. If goods are sold that require application of software, the buyer shall be granted a non-exclusive use of this software. This software may only be used for the goods that are the subject of the relevant sale and as part of or in connection with the delivery of related hardware. The user right is granted for a period to be agreed.
11.2. The use of the software in different locations or in a network requires the allocation by HARTING N.V. of separate rights of use.
11.3. The buyer is forbidden to grant any use to a third party on the software, with the exception of written approval from HARTING N.V. In the agreement with the third party, the buyer shall declare the current provisions applicable and inform the third party of this.
11.4. If HARTING N.V. itself has only been granted a user right, the provisions as agreed between HARTING N.V. and its licensor of which the buyer has taken cognizance are applicable.
11.5. The buyer is forbidden to make a translation of the software, to change, modify or adapt the software or to remove parts. The buyer is only permitted to make a copy of the software for back-up purposes.
11.6. The buyer shall only use the software with the hardware as indicated in the contract.
11.7. In the event of infringement of the aforementioned provisions, HARTING N.V. reserves the right to claim damages.
12. SPECIAL PROVISION
12.1. Contracts concluded between parties may not in any way violate national or international regulations.
12.2. Upon request, the buyer is obliged to provide an end-use certificate for the goods ordered in accordance with applicable export control provisions.
13. JURISDICTION - APPLICABLE LAW
13.1. All transactions are governed exclusively by Belgian law.
13.2. Unless otherwise agreed, any dispute falls under the exclusive jurisdiction of the courts of the judicial district of Brussels.
Current general terms and conditions apply as from January 1, 2017.
They cancel all previous ones.
Terms and conditions of sale, 2017 edition