General Sales Terms
1. Unless agreed otherwise in writing, all orders imply acceptance of our general conditions of sale to the exclusion of the purchasers own general conditions of purchase and sale.
2. The buyer is obliged to check the goods supplied to him upon receipt and before use. In order to be valid, any complaints must be made by registered letter within eight days of receipt.
3. Payments must be made 14 days after the invoice date at the latest. If the payment has not been made by the prescribed payment date, the amount will be legally increased without prior notification by interest of 0.5% per month plus a fixed compensation for damage of 10%. This fixed compensation for damage does not cover legal costs or conventional interest.
4. Any disputes between the parties or demands for payment come under the exclusive jurisdiction of the Court of Dendermonde.
5. Force Majeure
5.1. Neither Party shall be in breach of the Agreement or otherwise be liable to the other Party for its failure to fulfil any term of the Agreement if and to the extent that such fulfilment has been delayed, hindered or prevented by a "Force Majeure Event", meaning an objective circumstance or event not foreseeable by the Party and outside the Partys reasonable control which by reasonable diligence such Party was unable to prevent or overcome including any of the following:
(a) any act of God, fire, explosion, landslide or earthquake;
(b) any storm, hurricane, flood, tidal wave or other adverse weather condition and/or sea state conditions;
(c) any war (whether declared or not), revolution, act of civil or military authority, riot, blockade, embargo, trade sanction, terrorism, sabotage, or civil commotion;
(d) any epidemic or quarantine restriction;
(e) any strike, lock-out or labour dispute from whatever cause; or
(f) any unforeseeable unavailability of or interference with the usual means of transporting the Product.
5.2. The Party whose ability to perform its obligations under the Agreement is affected by a Force Majeure Event shall promptly notify the other Party in writing with reasonable details of such event and the estimated period during which operations will be suspended or reduced. The affected Party shall keep the non-affected Party updated about the Force Majeure Event in regular intervals and the Parties shall forthwith discuss what action may be taken with a view to keeping to a minimum the adverse effects of the Force Majeure Event.
5.3. The Party affected by the Force Majeure Event shall exercise reasonable endeavours to mitigate the effects of the Force Majeure Event and shall continue to perform its obligations under the Agreement to the extent not affected by the Force Majeure Event. Notwithstanding the foregoing, the settlement of strikes, lockouts or labour disputes shall be entirely within the discretion of the Party experiencing such situations.
5.4. If the Force Majeure Event continues or is reasonably anticipated to continue beyond a period of thirty (30) days after the date of the occurrence, either Party may, at any time by five (5) days prior notice in writing to the other Party, terminate the Agreement. In such event, either Party shall be without any liability towardsthe other Party except that such termination shall be without prejudice to any rights and obligations already accrued prior to the end of the period of the notice of the termination.
5.5. The affected Party shall give prompt notice to the non-affected Party of the end of the Force Majeure Event, and shall resume full performance under the Agreement as soon as reasonably possible. No Force Majeure Event shall have the effect of extending the term of the Agreement.