Terms and Conditions of Export Sale
1. Unless otherwise expressly agreed by the parties in writing, the present Terms and Conditions of Export Sale govern all our sales of goods and/or service benefits.
The modification of one or several of the present conditions by particular conditions shall be effective only for the operation for which the parties have agreed upon. The modification is not retroactive and shall only be applied to further operations under express mention on the renewal of each new order. This particular modification does not involve any change regarding the other conditions that shall remain strictly applicable.
2. All our sales of goods are final and therefore shall not be returned for either credit or exchange.
3. The reciprocal obligations between the purchaser and AVESCOCARS are ruled in accordance to the Incoterms 2010 as mentioned in our offer. However, any specific disposition of the present conditions or of our offers shall prevail over the Incoterms 2010 on all cases.
4. The shipment, which can be done in a fractionated matter, shall be effectuated on the risk and onus of the purchaser. AVESCOCARS shall not support any risk of loss or after delivery damage, even when the insurance is subscribed by AVESCOCARS in favor of the purchaser, neither in case of a possible insurance allowance. The purchaser shall effectuate all formalities in order to obtain reparation from insurers.
5. Our delivery deadlines are purely indicative and as exact as possible. Eventual delays shall neither give right to damages nor to the cancellation of pending orders. Agreed delivery deadlines shall be extended in case of total or partial strike of our personnel, suppliers, sub-dealers, etc. ; fire, inundations, difficulties or more generally unspecified incidents occurred between the installations of our suppliers and ours, between the installations of our suppliers and those of the purchaser or between our installations and those of the purchaser ; manufacture accidents ; suppliers’ out of stock ; or any other cause considered as force majeure as well as any other cause which are not under our direct and personal control.
6. The purchaser shall check the goods or, regarding the circumstances, have them checked within the briefest possible time. If according to the chosen Incoterm AVESCOCARS does not have to conclude the transport contract, the purchaser shall exam the goods or has them examined before the transport. If the chosen Incoterm implies that AVESCOCARS has to conclude the transport contract, the examination of the goods shall be delayable until its arrival at destination. The purchaser shall not have the right to prevail of any eventual conformity defect unless it has been previously denounced to AVESCOCARS, expressly specifying the nature of the defect, within 48 hours after the good examination deadline expiration mentioned above in article 5 of the present Terms and Conditions.
7. All payment shall be carried out in the same currency as that of our invoices. Unless otherwise specifically agreed by the parties in writing and notwithstanding any dispute, all our invoices have to be paid promptly by cash and without discount at the moment of the order, whatever the mode or the place of delivery. The purchaser shall not have the right to call upon any compensation and/or right of lien being. All payment by means of irrevocable letter of credit confirmed by a bank shall also need the consent of our Financial Direction in order to be executed. The purchaser shall verify that his bank sends, within 10 days after the placing of the order, a confirmation concerning the opening of the credit. If the credit confirmation is not sent within this time, AVESCOCARS shall be authorized to consider the sale as cancelled. The purchaser shall be considered responsible for the sale cancellation and held to compensate AVESCOCARS for the damages incurred by it, on the basis of minimal estimation of 25 % of the total amount of the order, exception made when the damage is proved to be higher than this percentage.
8. Invoices not paid within the time agreed upon article 7 shall automatically involve, as from the following day of their expiry and without formal notice, the obligation to pay post maturity interest calculated on the basis of the interest rate fixed in accordance with article 5 of the Belgian Law of August 2, 2002, concerning the fight against the lateness of payment in commercial transactions, plus 5 percents. The fact that post maturity interest is thus carried in account does not make it possible to the purchaser to delay his payment(s). Any payment not carried out within 15 days of the formal notice for payment shall be raised by an additional fixed indemnity of 15 % of the sums due with a minimum of 65 EUR and a maximum of 12.500 EUR. If in order to obtain the payment of our invoices or the payment of indemnity due to sale resolution, a legal procedure is to be initiated by AVESCOCARS, the purchaser shall also be held to pay all the recovery costs incurred in consequence of the delay of payment whose estimation shall not be lower than 15 % of the sums due.
9. In the event of non-payment, partial payment, delay of payment, declaration of bankruptcy, request of legal settlement, setting in liquidation, partial or total seizure of assets in the chief of the purchaser, AVESCOCARS reserves the right to cancel or suspend any pending order and, whenever is possible, to take back delivered goods and/or goods in course of delivery.
10. Sold goods shall be covered by the guarantees afforded by their manufacturer provided that its methods of application – territorial limits and others limits – are respected by the purchaser.
11. The right of property over the sold good is only transferred to the purchaser after the full settlement of the invoice.
12. The present Terms and Conditions of Export Sale shall be governed by and interpreted in accordance with Belgian law, which includes the United Nations Convention on Contracts for the International Sale of Goods, concluded in Vienna on April 11th 1980 and ratified by Belgium on September 4th 1996. All dispute arising out of or relating to this contract, even in the event of connexity, action in guarantee or plurality of defendant lies exclusively within courts located in Brussels (Tribunaux de Bruxelles), where it will be treated in French.