General conditions MOBILE LOCKER NV (hereinafter referred to as: ML)
General conditions applicable to all agreements
1. Applicability of general conditions:
1.1 Unless agreed otherwise in writing, all operations, services and agreements of or with ML are subject to these general conditions.
Notwithstanding any reference of the customer to his own terms the current conditions of ML are applicable. The special conditions of ML nullify and replace the general conditions of ML where they deviate.
1.2 The fact that one of the parties does not exercise the right granted by the current terms and conditions does not imply that this party waives the right to call upon such right in the future.
2. Price tenders:
2.1 In its price tenders ML assumes that all goods are delivered in normal usable condition and that all the operations can be carried out in the normal way. Special requirements and circumstances need to be specified in advance and in writing and detailed by the customer.
2.2 Unless otherwise indicated, price tenders shall be valid for a period of fifteen days from the date of the price offer.
2.3 Changes of wages, social benefits and charges and price fluctuations of raw materials and materials, currency changes, index fluctuations and other unforeseeable circumstances at the time of the price offer or their acceptance by the customer authorises ML to make proportionate price adjustments.
2.4 The acceptance of the price offer by the customer automatically includes the acceptance by the customer of the special and general conditions of ML.
3.1 The invoices of ML are payable in cash and shall be deemed to have been accepted by the customer in the absence of written protest within five days after the invoice date.
3.2 Any unpaid invoice from the maturity date causes automatically and without prior notice of default a negligence interest of 10 % per year and a lump sum compensation of 10 % of the outstanding amount, with a minimum of 50.00 EUR.
3.3 In the event of non-payment of one invoice all other invoices become immediately payable.
3.4 In no event shall compensation be allowed between the invoices of ML and any claims for which ML would be charged.
3.5 In the event of the absence of timely payment of an invoice, ML reserves the right, without notice, to suspend the further implementation of the agreement or terminate the agreement.
3.6 In the case of dissolution of the agreement from the part of the customer the right to payment of the amounts already invoiced will definitely be acquired by ML and no re-payment shall be carried out for amounts already received. Furthermore, ML will be entitled to a lump sum compensation at the expense of the customer of 20% of the value of the contract, subject to a higher damage suffered and proven by ML.
4.1 Delivery is made at the location specified by the customer, unless in the event of sale. In the event of sale, the customer will retrieve the goods in the establishment of ML.
4.2 The taking possession of the goods by the customer without comments serves as proof of receipt of the goods in perfect condition and properly functioning.
4.3 The customer undertakes to supply all the information in due time that ML needs to have available to properly carry out the delivery at the specified location and ensures ML the access to the before mentioned location both for the delivery as well as for the collection where applicable.
4.4 The specified location needs to be easily accessible for the usual means of transport.
4.5 Any costs associated with the temporary utility supplies such as water, electricity, internet, etc. for the tasks to be carried out by ML as well as the costs for the water, electricity, fuels, internet etc. supplied are not part of the price tender and shall be fully borne by the customer.
5.1 In the event of a shortcoming accountable to ML or its appointees/implementation agents, ML is not liable for the damage from the part of the customer, except where such damage is due to intentional act or deception.
5.2 In the event that ML is deemed to be liable for any damage suffered by the customer the liability of ML does not extend further than to the reimbursement of the amount that the customer owes ML under the relevant agreement with the customer.
5.3 A condition for the originating of any right to damages is always that the customer gives a written notification within twenty-four hours of the damage to ML.
5.4 The customer indemnifies ML for all damage that ML should suffer as a result of claims of third parties which are related to goods or services supplied by ML, inter alia, amongst others, including: – claims of third parties for compensation of damage for which the liability of the customer in these conditions in the relationship with ML is excluded – claims of third parties, including employees of the customer, suffering injury as a result of wrongful act on the part of the staff of ML that is made available to the customer and/or working under his supervision or his directions, – claims of third parties who are suffering damage which is the result of a defect in the goods supplied or services provided by ML that were used by the customer, amended or supplied by adding of or in conjunction with own products or services of the customer.
6. Force majeure
6.1 In the event of force majeure ML has the right to terminate the agreement wholly or in part
6.2 Cases of force majeure on the part of ML exclude all damages compensation, regardless the extent to which the implementation of the agreement is affected by it.
6.3 If ML at the time of the occurrence of force majeure has partially met its obligations or can only partially meet its obligations, ML is entitled to invoice the already delivered or deliverable part and the customer shall be obliged to pay this invoice as if it were a separate agreement.
6.4. Force majeure includes, but is not limited to: delay or failure of deliveries of suppliers of ML, destruction of goods due to machine breakage, fire, strikes, internet-, electric-, software or telecommunications disorders and errors or delays caused by third parties.
7. Intellectual property
7.1 All images, drawings, technical descriptions and sketches or specifications, provided to the customer, remain the property of ML and with the prohibition to copy or to disclose wholly or partly to a third party without written permission of ML.
7.2 A license on software of ML gives the customer only a right of use. The customer has no right to ownership on the above-mentioned software and the software is not permitted to be copied, to be modified or to be sold in whole or in part.
In the event of death, bankruptcy, judicial request for reorganisation or winding up of the customer ML has the right to immediately cancel the agreement, without being due any compensation.
9. Applicable law and jurisdiction
The contractual relationship between ML and the customer is governed by Belgian Law. In the event of any dispute, only the courts of the district of Antwerp shall have jurisdiction.
General conditions applicable to lease and making available:
10.1 The client is obliged at delivery or making available to check all goods for completeness, condition and operation; the goods shall be considered to be in perfect condition and properly functioning if at delivery or making available no comments are made by the customer.
10.2 The customer is liable for all damages, loss or theft of the goods, including replacement damage by whatever cause for the duration of the lease /putting at disposal.
10.3 In the event of loss or theft by letting the amount of the compensation is fixed at 85 % of the new purchase value of the goods.
10.4 In the event of lease, the customer is fully responsible for the goods and must take care of the insurance and adequate management.
10.5 The customer is not allowed to sublet, to lend out or otherwise to release the goods to third parties, except with the express written consent of ML.
10.6 The Customer is deemed to have given the order for collection of the goods after the expiry of the period of making available /hire.
General conditions applicable in the event of sale:
11.1 The total price of the accepted price offer is payable as follows: an advance amounting to … % at the time of acceptance of the price offer, … % at the beginning of the production and … % at the collection of the goods. The customer will receive a separate invoice for each payment due.
11.2 The delivered goods remain the property of ML until the payment of the full selling price, plus any interest and costs. The risk shall pass to the customer at the time the goods leave the warehouses or offices of ML.
11.3 Transport and other ancillary costs are always borne by the customer, unless otherwise expressly agreed.
11.4 The customer needs to inspect the goods immediately after the collection. Complaints concerning non-conformity and visible defects are only valid if they are done by registered letter within twenty-four hours after collection.
11.5 Any claim on the basis of a hidden defect needs to be established by the customer by registered letter within one week after the discovery of the hidden defect.
11.6 Unless otherwise provided for legal provision the warranty is limited to the warranty terms that ML has contractually endorsed. In respect of goods produced by third parties, the warranty is always limited to the warranty provided by the manufacturer. The warranty covers only the parts and materials, to the exclusion of working hours. The warranty is void if the defect is caused by injudicious or improper use of the goods or when the customer or third parties have made any changes to the goods.
11.7 Except in case of hidden defects, ML does not accept return of goods, does not cancel any orders placed and does not exchange goods at the request of the customer.
MOBILE LOCKER NV
KBO 0643 621 922
Liersebaan 74, 2240 Zandhoven