01 Applicability and deviations
Present general conditions of sale of the company ELCOS BVBA (hereinafter “ELCOS”) are applicable to all orders placed with ELCOS. The customer is deemed to accept these general conditions of sale by the mere fact of placing the order.
Deviations from these general conditions of sale, even if recorded in documents originating from the customer, may be imposed on ELCOS only if confirmed by ELCOS in writing in advance. Even in such a case, the remaining points of these general conditions of sale remain in force.
These general conditions of sale replace all previous general conditions of sale of ELCOS.
02 Quotation and order confirmation
Quoted prices are applicable per position, and for the quantities and lead times offered. The lead times and prices quoted are always applicable subject to prior sales.
Unless otherwise specified in writing, ELCOS’s quotations are issued purely by way of information. On no account is ELCOS bound by these quotations, even after acceptance thereof by the customer, until the order has been confirmed in writing with an order confirmation by ELCOS. Any inaccuracies in ELCOS’s order confirmations must, upon pain of forfeiture, be notified in writing within seven (7) calendar days of the date of the order confirmation.
03 Delivery and lead time
The lead times quoted are always indicative and non-binding. Late deliveries can on no account give cause for return of the goods or a compensation claim. ELCOS also reserves the right to deliver ten per cent (10%) over or under the quantity originally ordered.
Deliveries for standard products may be scheduled up to a maximum of twelve (12) months after the lead time offered.
Special, non-standard, obsolete or “out-phasing” products can only be supplied according to the quoted lead time.
04 Transport and transfer of risk
Unless otherwise agreed in writing, all deliveries by ELCOS will be made according to the Incoterms specified on the quotation and order confirmation of ELCOS.
05 Reservation of title
ELCOS retains ownership of the products supplied until the customer has paid the full sales price, including any and all costs, interest and collection fees. Consequently, the customer cannot make use, in any way whatever, of products not yet paid for in full, and more specifically the customer cannot give them to third parties as security, incorporate them into other products, transfer ownership or encumber them with any security.
Products are fully warranted for twelve (12) months after production date. Unless otherwise specified in writing, warranty for products delivered at a point in time later than twelve (12) months after production date, is limited to one (1) month after delivery date and under the proviso that products have been handled and stored properly by the customer and have not been put into production and/or use by the customer.
Complaints relating to visible defects must be notified by the customer to ELCOS elaborately and in writing not later than one (1) month after delivery date. Complaints relating to visible defects can only give cause for reimbursement / return under the proviso that products have been handled and stored properly by the customer and have not been put into production and/or use by the customer.
Complaints relating to hidden defects must be notified elaborately and in writing. The date of receipt by ELCOS of the complaint regarding the hidden defects will determine the possibility to appeal for the warranty clause.
08 Return of products
ELCOS will not accept any return of products whatsoever without a Return Material Authorization (RMA) number, allocated by ELCOS. Products that are returned must be packed adequately and appropriately so that they cannot be damaged in any way whatsoever. If the products returned are defective, a full description of the nature of the defect must be included with the returned product.
ELCOS reserves the right to claim a restocking charge for returned products.
The liability of ELCOS is always limited to the invoice value of products delivered. ELCOS explicitly reserves the right to replace rejected products or to cancel the subject order and to pay a full or partial compensation.
Orders for standard products can only be cancelled with the explicit approval of ELCOS (RMA).
Orders for special, non-standard, obsolete or “out-phasing” products cannot be cancelled or returned.
Every order issued for an alternative or equivalent suggested by ELCOS automatically signifies complete acceptance by the customer of all specifications of this alternative or equivalent product.
Sales invoices are issued by ELCOS BVBA, Zagerijstraat 24, 2240 Massenhoven, BE, EU.
Unless otherwise specified in writing, every sales invoice issued by ELCOS BVBA (beneficiary) must be paid within thirty (30) calendar days of the invoice date. In the event of a partial delivery, each partial delivery will be invoiced separately and payment must be effected in accordance with the above deadline. Set-offs or any other reductions are only acceptable if expressly notified in writing. Payments must always be made by bank transfer, all bank charges to be borne by the customer and as per the payment instructions set forth on the sales invoice.
All sales invoices that remain unpaid on their due date will be legally increased without prior notice by the statutory interest applicable in Belgium until they are paid in full. Furthermore, for every overdue amount that is not paid within fourteen (14) days of serving notice by registered letter, the debtor will additionally be charged damages of fifteen per cent (15%) of the total invoice amount, with a minimum of fifty euros (50,00 EUR). The preceding conditions do on no account deprive ELCOS of the right to require payment of higher damages for the damage it has actually suffered.
Non-payment of a single sales invoice on the due date entitles ELCOS to suspend and postpone delivery of all existing orders without serving notice.
16 Export Control
Orders for products and related documentation that are subject to export regulations will only be valid after an export license has been granted by the competent authorities. The customer is in any event liable to comply with all applicable regulations regarding export control. The customer has to submit to ELCOS on first demand and within a reasonable period of time all correct and necessary information in order to allow ELCOS to obtain an export license. Any delay in providing subject information by the customer may result in delayed delivery of the products by ELCOS. In no event ELCOS can be held liable for non-compliance of the customer with applicable regulations or for non-granting of an export license by the competent authorities.
17 General Data Protection Regulation (GDPR)
”General Data Protection Regulation” or “GDPR” means the European Union Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC, as amended from time to time.
In the event and to the extent that personal data is collected from the customer, or its employees or representatives, and is processed by ELCOS during the supply of the products and services, ELCOS will comply with the GDPR and the relevant ELCOS privacy notice, will apply to the customer’s employees and/or representative accessing any of ELCOS’s portals, websites, applications and/or digital services.
18 Applicable law and jurisdiction
These general conditions of sale and all quotations and order confirmations issued by ELCOS are governed by Belgian law and are excluding the application of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
The courts of Antwerp have exclusive jurisdiction for all disputes and disagreements. All costs associated with recovery via legal action, including the costs of legal proceedings, will be recovered at customer’s expense.