1. General provisions
Unless there is an express written agreement to the contrary between the parties, the present general conditions are applicable to all SA BEAL INTERNATIONAL offers and sales notwithstanding any provisions to the contrary which may appear in order forms or other documents issued by customers, which are therefore explicitly excluded. The customer’s general conditions will not be acknowledged, even if SA BEAL INTERNATIONAL did not expressly contest them when they were received. Customers can receive a copy of these conditions by making a request to SA BEAL INTERNATIONAL. By ordering from SA BEAL INTERNATIONAL, customers expressly acknowledge that they have read these general conditions and agreed to them unconditionally and that they waive their own purchasing conditions.
2. Offer validity
Our proposals, brochures, price lists and any other information, as well as our catalogues, do not in any way constitute firm offers. They are simply provided for information and do not imply a commitment. Except for written stipulations to the contrary, the validity period of offers is 15 days from the date they are made.
Orders received are only final on written confirmation from SA BEAL -INTERNATIONAL and under its terms. Customers must report all changes to orders immediately. The changes made will only become valid when they have been accepted and confirmed in writing by SA BEAL INTERNATIONAL.
4. Delivery times
1. Delivery times are provided for information only unless there is an express written agreement to the contrary.
A missed delivery deadline cannot be used to justify cancellation of the order, refusal to take delivery of the merchandise, application of late delivery penalties or any form of compensation.
2. In the event that a delivery deadline expressly set and agreed to by the parties by derogation to these general conditions is missed by SA BEAL INTERNATIONAL, the customer may cancel the contract after first notifying SA BEAL INTERNATIONAL by registered letter with request for acknowledgement of receipt to deliver the merchandise within a reasonable time frame following receipt of the notice.
3. In any event, SA BEAL INTERNATIONAL will be released from the agreed-to delivery deadline:
a) If the customer changes the order after it has been accepted by SA BEAL INTERNATIONAL
b) If it doesn’t receive the information requested by the customer within the requested time-frame
c) In the event of force majeure
d) If the customer doesn’t comply with SA BEAL INTERNATIONAL payment methods.
4. Merchandise can only be delivered or removed during SA BEAL -INTERNATIONAL opening hours and based on the order of vehicle arrival. Customers will not be entitled to demand any compensation for wait time.
5. Orders which are ready for delivery cannot be delayed by the customer who will run the risk of incurring fees and/or damages and of being liable for any resulting risks.
5. Deliveries – transfer of risk – transport
Unless there is an express written agreement between the parties, sales will be FCA (Free Carrier based on Incoterms 2010 codified by the International Chamber of Commerce) or delivery free carrier. The point of delivery will be the factory at SA BEAL INTERNATIONAL headquarters. If a customer doesn’t take delivery after expiry of the date agreed for delivery and supply of the materials, SA BEAL INTERNATIONAL will be entitled to charge for storage fees and to request compensation for administrative expenses. Risk, notably for damage, destruction or disappearance of the merchandise will be transferred at delivery time.
6. Retention of title clause
SA BEAL INTERNATIONAL will retain ownership of the merchandise delivered until it is paid in full, including all contractual fees, interest and compensation. Any risk is the customer’s responsibility. Down payments may be kept to cover any potential losses at resale. As a result, customers expressly agree not to sell, transfer, pledge or generally dispose of the goods covered by the contract before paying for them in full. However, in the event of resale of merchandise belonging to SA BEAL -INTERNATIONAL, even if it has been processed, the customer must immediately transfer all receivables resulting from its resale. The customer will, however, be solely liable for the loss on the merchandise sold, even in the case of unforeseeable circumstances or force majeure.
Prices are in euros and calculated on the cost of factors of production in effect on the date of order confirmation. Product prices include the weight of packaging (gross for net). Unless there is a provision to the contrary, prices do not include transport costs or any costs incurred to import the merchandise. All taxes currently in effect (such as VAT and other) as well as any future increases or new taxes, withholdings, charges or duties implemented are at the customer’s expense. Currency exchange fees and risk are the customer’s responsibility.
Invoices are payable in cash, without discount unless expressly agreed otherwise by SA BEAL INTERNATIONAL. Unless a written protest is sent to SA BEAL INTERNATIONAL within eight calendar days of the invoice date, the content SA BEAL INTERNATIONAL’s invoices will be considered unconditionally accepted in full. In the event of a change in the customer’s status or situation as a result of death, disability, bankruptcy, liquidation, judicial reorganisation, voluntary liquidation, dissolution or conversion of the company, of protest, of a rejected bill of exchange, or of indications of decreased solvency, SA BEAL INTERNATIONAL reserves the right to request that advance payment be made, or that guarantees be provided, for the remaining deliveries, otherwise SA BEAL INTERNATIONAL will be entitled to cancel the sale with immediate effect without being held liable for any potentially resulting damages. The issuance of bank orders, drafts or bills will never result in novation or waiving of these general conditions. In the event that an invoice is paid late, all other receivables not yet due will become payable immediately as of rights without prior notice. In any event, SA BEAL INTERNATIONAL and the customer agree that their commercial relationship (customer/supplier) is covered by a netting agreement as meant by the Law of 15 December 2004 that enables reciprocal receivables and debt to be charged and offset one against the other. All invoices remaining unpaid by their due date will incur, as of rights and without prior notice, annual interest of 10% and, in addition, will be automatically increased by a set indemnity of 10% as a penalty clause, in the minimum amount of €50.
9. Force majeure
Force majeure of any type whatsoever, including unforeseeable circumstances hindering the activities of SA BEAL INTERNATIONAL factories, delivery of raw materials or fuel, or transportation will entitle SA BEAL -INTERNATIONAL to delay deliveries or to consider the contract terminated as of rights without being liable for any damages. Force majeure means any event that is not attributable to SA BEAL -INTERNATIONAL and which makes fulfilment of its commitments impossible or significantly more difficult.
10.1. Customers must check at delivery time that the information on the merchandise packaging corresponds to their order.
All visible defects must be reported in the carrier’s waybill. The merchandise will be deemed accepted if no comments are made at the time of reception. If the merchandise differs from the order, the customer must inform SA BEAL INTERNATIONAL immediately and make sure the merchandise isn’t used. SA BEAL INTERNATIONAL must be informed of all product non-conformities, shortages and wrong deliveries within two days of merchandise receipt at the latest. The information provided must include the type of defect, the lot n° and the delivery date. The quantity and quality of the merchandise will be deemed accepted after this time period. Complaints made at a later time will not be accepted. Non-conforming merchandise must not be used. SA BEAL INTERNATIONAL declines all liability for the consequences of use of merchandise with an apparent defect.
10.2. SA BEAL INTERNATIONAL’s warranty is solely limited to the intrinsic quality of the merchandise for a period of ten months from the delivery date and only if the merchandise was shipped and stored in accordance with SA BEAL INTERNATIONAL instructions.
Customers must report all latent defects by registered letter within fifteen days of discovery or risk losing their rights. To be accepted, any action taken with respect to a latent defect must be submitted in the month during which the deadline for complaints and negotiations between the parties expires. A claim for latent defects doesn’t entitle the customer to defer all or part of a payment. SA BEAL INTERNATIONAL cannot be held liable for the application or installation of merchandise or for any merchandise that has been modified in any way whatsoever. The results of a building structure or of the finished building cannot be used to draw definite conclusions about the characteristics of the merchandise used at the time risk was transferred because the characteristics of SA BEAL INTERNATIONAL products also depend on the other components used, on the conditions of use and on external conditions. As a result, SA BEAL INTERNATIONAL can only be held liable for latent defects or defective products if the customer has taken sufficient samples of the merchandise to enable analysis of samples that haven’t been altered by impurities, a mixture or by unsuitable or overly long storage after risk was transferred. In any event, SA BEAL INTERNATIONAL’s liability will be strictly limited to the replacement of the merchandise in question within a reasonable time frame. Customers will not be entitled to demand the payment of damages except, however, under the provisions of the law on defective products.
10.3. SA BEAL INTERNATIONAL cannot be held liable under any circumstances for reactions of its products when used with materials containing salts (sodium sulphate, nitrates, calcium, etc.) given that this application is expressly advised against.
10.4. Given the wide range of conditions of use and fields of application of SA BEAL INTERNATIONAL products, instructions for use and technical information provide only general guidelines.
The information provided in the technical sheets and directives and, in particular, the recommendations for the application and use of the products are provided in good faith and are based on the knowledge and experience SA BEAL INTERNATIONAL has acquired to date about its products when they have been properly stored, handled and applied under normal conditions. All suitability for use and application data and information are provided without commitment from SA BEAL INTERNATIONAL and do not release customers from the requirement to carry out their own checks and testing.
10.5. Samples, dimensions, colours and weights are approximate and only provide a rough indication of the characteristics of the materials.
10.6. SA BEAL INTERNATIONAL reserves the right to stop production of certain products at any time and cannot be held liable for the consequences this could have on customers.
11. Termination – resolution
In the event that merchandise ordered isn’t delivered or of the unilateral termination of the sale by the customer or of the unilateral cancellation of an order by a customer after acceptance, SA BEAL INTERNATIONAL will still be entitled to either demand execution of the contract or, after a notice period of eight days, to consider the contract terminated as of rights. In the latter case, the customer will owe, as of rights and without notice, a set indemnity of 30% of the total price of the order excluding taxes, without prejudice to the right to demand compensation in the amount of the actual prejudice suffered.
12. Jurisdiction and applicable law
In the event of a dispute, only those courts with competence at the location of SA BEAL INTERNATIONAL headquarters will have jurisdiction. However, SA BEAL INTERNATIONAL is free to summons customers before the court where their head office or domicile is located. Only Belgian law will be applicable. French will be the language of all commercial and legal transactions between the parties. Translations will be for informational purposes only.
13. Changes to the agreement
Any changes to the special agreements or to these general conditions must be included in an amendment and signed by all parties.
14. Severability clause
The nullity or illegality of a contract clause (special and general conditions) agreed by the parties will in no way result in the invalidity or nullity of any of the other conditions of the contract agreed by the parties and the clauses will remain in full effect.