Terms & Conditions
GENERAL TERMS OF SALE AND DELIVERY OF
Storex B.V., established at ‘s-Gravendeel, hereafter to be called: Storex.
ARTICLE 1: APPLICABILITY OF THESE TERMS, OFFERS
1.1 On all agreements concluded between Storex and the customer and other legal relationships, including the giving of advice, combined to be indicated as performances, solely the terms following hereafter shall be applicable, unless expressly agreed otherwise in writing.
1.2 If Storex acts in a joint venture for the delivery of performances, also the terms of the partners in question in this venture shall be applicable if this has been stated in the agreement.
1.3 All prices and offers mentioned by or on behalf of Storex in furnished information, letters and the like shall be without any obligation and shall not be binding for Storex in any way. Offers are based on the data, drawings both technical and architectural furnished by the customer, and the correctness of which Storex shall be allowed to take for granted.
ARTICLE 2: AGREEMENT
2.1 Agreements, whatever they may be called, shall only be concluded after the explicit acceptance by Storex. This acceptance shall be shown by the written engagement letter of Storex, or by the fact that Storex executes the agreement.
2.2 The order of goods and services and the changes of them, can only be proved in the light of writings, with exclusion of other proof of mean right. All our offers are without commitment.
ARTICLE 3: DELIVERY AND RISK
3.1 Delivery shall take place ex works at the option of Storex. Customer has to arrange, insure and pay transport himself.
3.2 If Storex has undertaken to assemble the goods, they shall already after arrival on the agreed place of destiny be at the risk of the customer.
3.3 At the moment that the goods have left the building of Storex the risk of the goods is passed on to the customer, and this with due observance of the conditions of Articles 8 and 10.
3.4 The deliverytimes as stated by Storex shall always be approximate and depend on the obtained agreement on all technical details and necessary permits and the like.
3.5 In case of force majeure Storex shall be empowered either to suspend execution of the agreement or to terminate the agreement, without the customer deriving a right to indemnification there from. Force majeure is understood to mean each circumstance independent of the will of Storex -even if this circumstance was to be foreseen at the time the agreement was effected - which permanently or temporarily bars the fulfilment of the agreement, as well as, not already included, war, danger of war, civil war, revolt, strike, transport difficulties, fire and other serious interruptions of operation in the works of Storex or its suppliers.
3.6 If the customer, without valid reason, refuses to take delivery of the goods purchased by him or otherwise does not fulfil any obligation under the agreement, Storex shall have the right without foregoing notification of default to dissolve the agreement without judicial intervention, without prejudice to its right to compensation of damage incurred by Storex.
ARTICLE 4: RIGHTS OF INDUSTRIAL AND INTELLECTUAL OWNERSHIP
4.1 Unless agreed otherwise, Storex shall retain the copyright, as well as all other rights of intellectual or industrial ownership on the designs, blueprints, illustrations, drawings, models, software and quotations furnished by Storex. These documents shall remain his property and shall without his explicit consent not be allowed to be copied, shown to a third party or be used in any other way, irrespective if the customer has been charged therefore. Customer is obliged to return these goods to Storex at first request. By lack of return at first request, the damage that Storex suffers due to that determines a lump sum of Euro 500,00 per day .
ARTICLE 5: PACKING
5.1 Necessary packing shall be charged at cost price and shall be non-returnable. The necessity of the use of packing has to be decided by Storex.
ARTICLE 6: SIZE OF THE CONTRACT WORK
6.1 Customer shall see to it that the permits, exemptions and order of like nature necessary for carrying out the work shall have been obtained and approved in time.
6.2 Not included in the agreed price of contract work is:
a. groundwork, piling, hacking, breaking, founding, brickwork, carpentry, plasterwork, repairs or other constructional work, of any nature, nor the costs of connections to the mains of the sewer system, of gas or water or to the electricity grid. If required neither the costs of connections of compressed air and steam.
b. the additional help for dragging away those parts that cannot be handled by the supplier himself, as well as the hoisting and lifting apparatuses and tackles required for that purpose.
c. the taking of measures to prevent damage to the goods present at the site.
d. the extra costs for removal, connected with the nature of the material to be removed, for instance, in the case of dangerous building materials and/or chemical waste.
ARTICLE 7: MODIFICATIONS OF THE CONTRACT WORK
7.1 All modifications in the contract work, either due to special order of the customer, or as a result of modification in the design or that were caused because the data furnished do not agree with the actual execution of the building, or because one has deviated from estimated quantities, shall, when additional costs arise
as a result thereof, be considered as surplus work in so far as less costs arise there from as less work.
ARTICLE 8: ASSEMBLY AND DELIVERY
8.1 Assembly and extra work shall be carried out against usual existing tariffs.
8.2 Customer has to take care that the work can be carried out undisturbed and during normal working hours
8.3 Supplier is to be present when the work is finished and to inspect if the work has been carried out properly.
8.4 If inspection and/or testing is desired by customer, these costs shall fall for account of the customer.
8.5 A work shall be considered to have been delivered:
a. when Storex has notified customer either in writing or orally of the completion of the work and said party has explicitly or silently approved the work;
b. eight days after Storex has informed customer in writing that the work has been completed and customer has failed to inspect the work within that period;
c. by the putting into service of the work by customer with the understanding that by the putting into service of the work this part shall be considered to have been delivered;
d. on delivery, inclusive of assembly and putting into operation, customer shall, if so requested by Storex, sign an acceptance protocol in proof of the fact that goods have been delivered completely and in working order.
ARTICLE 9: PRICE AND PAYMENT
9.1 If delivery of goods on account of the agreement takes place after three months after the date of the agreement, Storex shall be empowered to increase the agreed price, if cost increasing costs are passed on to Storex by third parties.
9.2 Payment to Storex in conformity with the agreed terms of payment is to take place prior to the date of expiry stated on the invoice without appeal to settlement on the part of the customer. Payments to be received will be deducted from the oldest claim or will be deducted from the outstanding invoice.
9.3 If the customer does not pay prior to the agreed date of expiry he shall by law be deemed to be in default and Storex shall without further notice of default have the right to charge him as from the date of expiry for an interest, fine included, equal to the legal interest, increased by 3%. For lack of payment within 15 days after the expiry date, customer is indebted a claim for damage of 10% of the outstanding amount, in justice and without notification of default.
9.4 The entire price or contract price shall at any rate be payable on call in case of non-prompt payment of the agreed period on the expiry date, if customer has become bankrupt, has filed a petition for an official judicial agreement, or if the court has been applied for the appointment of a guardian over him, if any attachment is placed on goods or claims of the customer, and if he dies, goes into liquidation or is dissolved.
9.5 The customer's right to settle claims, if any, on Storex is explicitly excluded.
9.6 The customer shall never have the right of retention.
9.7 For exceeding the terms of payment of one invoice, all terms of payment and discounts shall expire, according to the law. All outstanding amounts will then be
suddenly claimable. The acceptance of cheques or drawing a bill does not lead to debt renewal.
ARTICLE 10: OWNERSHIP RESERVATION AND RIGHT OF LIEN
10.1 All goods delivered by Storex within the framework of the agreement shall remain the property of Storex until the moment of full payment of that which Storex claims from the customer on account of the agreement, interest and costs included.
10.2 Should there be indications that the customer will not pay, Storex shall be empowered without any notice of default or judicial intervention to dismantle and fetch back immediately the goods delivered at the expense of the customer. Customer shall authorize Storex to enter the site where these goods are located. For as long as he has not paid aforementioned claims, customer shall not be empowered to create a lien or an unpropertied lien on the goods delivered by Storex and shall bind himself over against third parties wishing to create a right in such a way to declare on demand of Storex that he is not authorized to create a right of lien. Customer shall furthermore bind himself not to sign any deed in which right of lien is created on the goods in which case customer would commit embezzlement.
10.3 When the goods, on which property restriction was made, are being processed or inseparable being mixed with other, not to Storex belonging objects, Storex shall obtain the co-ownership on the new business in proportion to the real value of the goods on which property restriction was made against the real value of the other used goods at the moment of processing or mixing. The in this way arisen proprietary rights apply as goods on which property restriction is being made in the sense of these general terms.
10.4 The customer is obliged to inform Storex immediately and in the quickest possible way about execution or other prejudice to the certain rights of Storex by third party. The customer is obliged to procure Storex the necessary documents for maintenance of her rights and to refund all the costs that they have to make for a necessary intervention.
10.5 The customer is obliged to sufficiently insure the goods, as long as the property restriction of Storex is in force.
ARTICLE 11: NOTIFICATION OF OBJECTIONS
11.1 Objections in connection with orderconfirmations and invoices, as well as in connection with short deliveries, misperformances, deliveries and apparent matters must be lodged to Storex in writing, not later than eight days after receipt of meant papers c.q. after the actual/real delivery of the goods. The customer has to investigate the delivered performances, the received goods, immediately after execution or receipt on short deliveries In case of short deliveries, the customer must protest immediately after execution or receipt, but at least within the 8 days after execution or receipt. For hidden faults the same terms are valid as from the moment the hidden faults are discovered. In case the defaults are not reported in time, the eventual claims against Storex for short deliveries will be suspended.
11.2 Storex will to the best of its abilities remove the consequences of the objections accepted by Storex.
ARTICLE 12: GUARANTEE
12.1 Storex will replace or repair durable goods, on which guarantee has been granted, if these goods show defaults that are the direct result of the use of faulty materials or insufficient construction. Dismantling or assembling these parts shall, if not has been agreed otherwise, be for account of the customer.
12.2 The guarantee described in paragraph 1 shall be limited to the at that place mentioned short delivery, which has been created within six months after the actual delivery, unless explicitly has been agreed otherwise in writing.
12.3 Claims for guarantee shall be made with Storex in writing within eight days after the moment the customer could reasonably have found the default, on exceeding of which period any obligation of guarantee shall cease, unless the customer shows that he is not to be blamed for exceeding this period.
12.4 The guarantee for goods not manufactured by Storex itself, shall be restricted to the guarantee Storex appears to have been able to realise with its suppliers and sub-suppliers.
12.5 Defaults resulting from normal wear and tear, injudicious handling or injudicious or incorrect maintenance by the customer, as well as those that are the result of alterations made by the customer or third parties without prior written consent of Storex shall fall outside the guarantee.
12.6 Every claim for guarantee shall cease when parts other than supplied by Storex have been used.
12.7 For performances not assembled and/or put into operation by Storex, all claims for guarantee shall cease.
12.8 In case the customer does not observe his obligations from the agreement concluded with Storex, which obligations shall remain in tact in the event of referring to guarantee, every right to guarantee as referred to in this article, shall be suspended and shall cease if the customer has not observed his obligations (both financially and otherwise) as referred to within eight days after the right to guarantee was created.
12.9 No guarantee shall be given by Storex with machinery and installations that were not new on the moment of delivery.
ARTICLE 13: LIABILITY
13.1 The liability of Storex is limited to fulfilment of the obligation of guarantee described in article 12 of this agreement.
13.2 Storex shall only be liable for damage incurred by customer which is the direct and sole consequence of the intention or blunder of Storex, it being understood that only such damage shall be considered against which Storex is insured, or reasonably should have been insured in view of prevailing practices in the line of business. In this respect the following limitations will have to be complied with:
a. Loss of profits (interruption of operation, damage to crops and products, harbour dues, loss on income and the like) arising from any cause directly or indirectly, shall not be considered for compensation. If so desired, customer shall have to insure himself against this damage.
b. Storex shall not be responsible for (any) damage as a result of or during the performance of work or the assembly, inflicted to goods that are being worked on or to goods that are in the vicinity of the site where work is being carried out.
c. For damage caused by wilfulness or gross negligence of auxiliary persons Storex shall not be responsible.
d. The damage to be paid by Storex shall be moderated if the price to be paid by customer is small in proportion to the extent of the damage incurred by customer.
13.3 Customer shall indemnify Storex against any claim of third parties for compensation towards Storex with reference to the use of drawings sent by customer, samples or other goods and data respectively and shall be liable for all costs resulting there from.
13.4 The customer shall be responsible for the architectural part not delivered by Storex and/or for the injurious consequences resulting from the condition of the soil and shall be obliged to compensate Storex for the damage Storex might incur as a result of the faultiness of the architectural part and/or the condition of the soil.
ARTICLE 14: CANCELLATION
14.1 Entire or partly cancellation of the agreement shall take place by a declaration in writing of the person authorized thereto. Before customer addresses a written declaration of cancellation to Storex, he shall at all times first give customer notice of default in writing and shall allow him a reasonable period of time in which he can still fulfil his obligations or repair his inadequacies, which inadequacies is to report accurately in writing.
14.2 Customer shall have no right to cancel the agreement entirely or partly or suspend his obligations if he himself was already in default of the fulfilment of his obligations.
14.3 If Storex agrees with the cancellation, without there being the question of a default on his part, he shall always have the right to compensation of all material loss such as costs, lost profits and reasonable costs for the assessment of damage and liability. In case of partly cancellation customer shall not be able to claim undoing performances already carried out by Storex and Storex's rights to being paid shall remain unimpaired.
ARTICLE 15: LIMITATION AND DETERIORATION
15.1 The possibility to take legal actions or to bring any dispute before the court by customer with reference to or in connection with the agreement shall cease c.q. become barred after the lapse of one year after the occasion was created.
ARTICLE 16: APPLICABLE LAW; DISPUTES
16.1 To agreements concluded Belgian law shall solely be applicable.
16.2 All disputes that might arise between parties will be adjudicated upon, at the choice of Storex, either by the court of the partnership seat of Storex , or by the court of the customer’s place of business.