General terms and conditions of sale

Last updated version: 09/08/2021

1. General – Scope of Application

1.1. The general terms and conditions of sale (“GTC”) of Solid International NV apply to all orders and agreements relating to the supply of goods and/or services (“Goods”) by Solid International (“Seller”). The customer’s terms and conditions are not applicable unless explicitly accepted in writing. Only these GTC, together with the special conditions of the Seller stated in its order confirmation or in its Pro Forma invoice (together, the “Order Confirmation”) and the documents incorporated by reference in the Order Confirmation, constitute the entire agreement between the customer and the Seller. They take precedence over all other terms and conditions proposed by the customer and over any oral or written communications not explicitly included therein.
1.2. Unless otherwise specified, documentation, catalogs, price lists, and estimates provided by the Seller are sent for informational purposes only. They are non-binding and may be adjusted at any time.
1.3. The signing of the Order Confirmation or its execution by the customer constitutes acceptance of the contractual provisions stated herein. The GTC also apply to all future transactions with the customer. The English version of the GTC prevails over any version prepared in another language.

2. Prices and Payments

2.1. All prices are determined based on the measurements and weight of the Goods at the point of departure from the Seller’s production facility. Unless explicitly stated otherwise, prices are quoted net, and the customer shall bear all taxes and costs for transport, insurance, shipping, storage, handling, demurrage, etc. Any increase in these costs after the date of the Order Confirmation shall be borne exclusively by the customer. Protests against the Seller’s invoices must be made in writing by registered letter within 8 days of the invoice date.
2.2. The Seller reserves the right to increase its prices after the conclusion of the contract in case of an increase in its costs, including (but not limited to) wage increases, increases in the price of materials or transport costs, or fluctuations in exchange rates. These additional costs will be documented at the customer’s first request.
2.3. Payments shall be made net cash in Bruges (Belgium), without any discount, within 30 days of the invoice date (unless otherwise stated in the Order Confirmation). In case of late payment, the customer shall, by operation of law and without prior notice of default, owe default interest at a rate of 12% per year from the invoice date, without prejudice to other rights of the Seller. The Seller shall also be entitled to a fixed compensation of 12% of the amount due (with a minimum of EUR 150 and a maximum of EUR 3,750), without prejudice to its right to claim actual damages. All invoices, even those not yet due, shall become immediately payable in the event of late payment. The Seller has the right to offset the customer’s debts, even with unrelated claims, and/or to apply payments to (other) invoices that have been overdue for more than 30 days, including interest and costs related to those invoices.
2.4. In the event of late payment or delayed performance of any obligation by the customer under any agreement, the Seller has the right to terminate any ongoing contract, even if it has already been partially executed, or to suspend further performance.
2.5. The customer is only entitled to suspend payments or to offset claims if the counterclaim regarding the respective contract has been resolved by a court or is not disputed by the Seller.

3. Conformity, Deliveries, and Delivery Deadlines

3.1. Unless otherwise specified in the Order Confirmation, the Goods are sold Ex Works (“Delivery”). The customer must provide, in a timely manner to allow the Seller to arrange shipment, all relevant information to the Seller, such as (a) marking and shipping instructions, and (b) import certificates and documents required to obtain government approvals. If the Seller does not receive one of the required instructions, documents, or confirmations, or if (in the Seller’s opinion) obtaining them would cause unreasonable costs or delays, the Seller may, at its discretion and without prejudice to its other rights, postpone shipment and/or terminate the contract.
3.2. If the customer fails to take delivery of the Goods, the Seller may store the Goods at the customer’s risk and expense after notifying the customer of their availability and invoice the Goods as if they had been delivered. The Seller is also entitled to resell the Goods without further notice and to claim damages.
3.3. Delivery times provided by the Seller are not binding, and the customer cannot claim compensation for any delay. In the event of a delay, the customer may only cancel the purchase of the Goods if the Goods have not yet been produced and the Seller has been notified of default and granted a reasonable period to deliver. If a delivery deadline is binding, the Seller’s liability is limited to 5% of the invoice value of the late delivery (except in cases of intent or gross negligence). The Seller shall be released from its delivery obligation and such obligation shall be suspended for a reasonable period in the event of force majeure, such as (but not limited to) delayed delivery of goods to the Seller.
3.4. The Seller reserves the right to deliver in partial shipments and to invoice these partial deliveries separately.

4. Inspection of the Goods

Upon delivery, the customer must inspect the Goods thoroughly and check their packaging, weight, and quantity as stated on the invoice. Any visible damage to the packaging or the Goods themselves, or any shortage in quantity, must be noted and communicated immediately in writing to the Seller by fax or e-mail with a digital signature. The Goods are deemed accepted upon delivery if the customer does not make written remarks within 15 days of delivery, or if the Goods have been further processed. Any claim regarding a defect, imperfection, and/or shortage in quantity after this period will lapse.

5. Retention of Title

The delivered Goods remain the property of the Seller until all claims arising from the commercial relationship between the Seller and the customer have been satisfied. The customer is obliged to handle the delivered Goods with due care and to provide adequate insurance against fire, water, and theft at its own expense.

6. Liability

6.1. The Seller cannot be held liable for direct or indirect damage caused by transport, storage, or use of the Goods contrary to guidelines or safety instructions.
6.2. Hidden defects must be reported immediately in writing to the Seller, and at the latest 30 days after delivery. After this period, during which the customer must inspect the Goods thoroughly, any claim for hidden defects will lapse.
6.3. If the Goods are defective and fall under the Seller’s warranty, the Seller is obliged, at its discretion, to either (i) replace the Goods, (ii) reduce the price, or (iii) terminate the respective contract and take back the Goods.
6.4. The Seller cannot be held liable for any loss of processing, production, revenue, or any incidental, consequential, or special loss or damage suffered directly or indirectly by the customer or a third party. Any compensation obligation is limited to foreseeable damage and shall never exceed the invoiced amount of the Goods in question. It is the customer’s responsibility to separate compliant Goods from non-compliant Goods.

7. Termination

7.1. In case of substantial breach (e.g., late payment) or for a lawful reason, the Seller shall be entitled, with written notice and without prejudice to its other rights, to terminate all or part of contracts or orders (in whole or in part) without any further liability or obligation. The Seller is also entitled to terminate any contract or order immediately and without further obligation or liability if it has good reasons to believe that the customer will not normally be able to fulfill all its obligations.
7.2. The Seller shall then be entitled to fixed compensation of 30% of the total value of the terminated contracts or orders, without prejudice to its right to claim actual damages. The Seller shall be released from any exclusivity obligation towards the customer.

8. Applicable Law and Competent Courts

8.1. Belgian law, including the UN Convention of 11 April 1980 on Contracts for the International Sale of Goods, but excluding private international law rules, exclusively applies to any contract and order.
8.2. The courts of Kortrijk have exclusive jurisdiction over any dispute regarding an order or contract. The Seller reserves the right, however, to submit the dispute to the courts of the country where the customer is established.

Contact 

If you have any questions or suggestions, please do not hesitate to contact us at:

Solid International NV
Pathoekeweg 130
8000 Bruges
+32 50 31 36 80
info@solidintl.com