Art.1. GENERAL

The customer is the purchaser and the seller is any natural or legal person who has assumed the responsibility for the execution of a purchase order.
Subject to any other written provisions which have been accepted by the buyer, all present and future contracts will be governed by these general conditions, with the explicit exclusion of any conditions to the contrary of the seller. The acceptance of a delivery does not signify acceptance of the conditions of sale of the supplier. In the event of any contradiction, the order of precedence is as follows: the special conditions of the order, the conditions of purchase, the request for proposal, and the offer.

Art.2. PURCHASE ORDERS

Oral or telephone orders must always be confirmed by means of a signed order.
In the absence of a signed order, any oral or Telephone order will be deemed non-existing.
The seller will need to confirm acceptance of the purchase order within 5 business days. Any purchase order that is not accepted within said term may be cancelled by the purchaser, without any form of compensation.
In the order confirmation, the seller will need to mention any and all remarks with regard to the purchase order concerned. On the basis of these remarks, the purchaser will still have to cancel the order in writing within 5 business days, without any compensation being due (the aforesaid term can be extended by the closing periods of the company).
Any modification to these present conditions of purchase shall only be valid with the written and explicit approval of the purchaser.

Art. 3. PRICE

Subject to any other written conditions, all duties and costs (transport, packaging, etc.) shall be borne by the seller. Any packaging will be deemed to have been acquired by the purchaser, without the seller being entitled to reclaim its value.

Art.4. DELIVERY / TRANSFER OF RISK

Regardless of the origin of the articles or of the conditions of sale, the deliveries shall take place in the factories or warehouses of the purchaser, or on another location indicated by the latter. No deliveries will be accepted outside the hours of delivery as indicated by the purchaser, nor on Saturdays, Sundays or Holidays.
The transfer of risk takes places as soon as the seller has fulfilled his obligation to deliver. The signature of a person in charge of the purchaser constitutes the sole proof of delivery, but does however not signify approval of the materials delivered. Within short notice, the purchaser will need to inform the seller of any visible defects, while the seller will continue to be liable for any hidden defects, pursuant to the provisions of the Civil Code.
The ownership is transferred upon delivery of the materials or goods supplied. Any clause postponing the transfer of ownership or containing any reservations with regard to this transfer of ownership is not valid vis-à-vis the purchaser. The unilateral insertion of a reservation of ownership clause in the general terms and conditions or in any other document of the supplier has no legal effect with regard to the purchaser and will only be legally valid vis-à-vis the purchaser following the written consent of the latter.

Art.5. SHIPMENTS

Any shipment must be preceded by a notice of shipment containing the following information:
a) the purchase order reference
b) a complete description of the articles
c) a numbered packing list of the parcels
d) gross and net weight of each parcel
A copy of this notice of shipment must be joined to the shipped goods.
Each parcel must mention the purchase order number, as well as the gross weight.
All packaging costs will be borne by the supplier. The packaging must be adapted to the transport conditions and must comply with the current legal requirements. The type of packaging must avoid any kind of damage during transport or intermediary handling.
The purchaser reserves the right to return any goods not accompanied by these documents at the charge and risk of the seller and to charge to the seller any expenses and charges incurred (storage, transport, unpacking, repacking, loss of time, etc.) caused by the lack of information at the time of arrival of the goods.
Any complete or partial shipment must be carried out according to the guidelines of the purchase order. Any additional costs arising from the failure to observe these guidelines will be invoiced to the seller.

Art.6. TERM OF DELIVERY

Only the delivery term as indicated on the purchase order shall apply. Any such delivery terms shall only be deemed met if the delivery takes place at the location designated by the purchaser. Any advancing or delay must be submitted for approval to the purchaser, whereby only a written approval by the purchaser shall be valid.
The purchaser has the right to cancel a purchase order if said order is not delivered within the term set by the purchaser, by means of a written notification and without notice of default or any other formalities, and without any entitlement on the part of the seller to claim any compensation. Any exceeding of the delivery term constitutes an adequate condition for the purchaser to proceed to an extrajudicial cancellation of the purchase order.
In such event, the purchaser will place his purchase order with another supplier and will inform the seller of this by means of a simple notification. This new order is at the account and risk of the seller, which also applies to the articles which are the subject o the purchase order, and whereby the seller will also need to indemnify the purchaser for all direct and indirect damage resulting from this cancellation.

Art.7. ACCEPTANCE AND INSPECTION

The acceptance of the delivered goods shall take place after inspection in the warehouses or offices of the purchaser or at the designated location of delivery.
The purchaser is entitled to reject any delivery that is not conform to the purchase order. Non-approval of the goods must be notified to the seller within 30 days.
This more particularly concerns the visible defects that are identified either at the time of delivery or after inspection in the warehouses. For the hidden defects, reference is made to the provisions of the Civil Code. In the event of a non-conform delivery, the purchaser reserves the right to replace the goods concerned at the expense and at the risk of the seller.
The seller will also need to compensate any damage incurred as a result of such incorrect delivery.
Any administrative costs of the buyer may be invoiced to the seller.

Art. 8. CANCELLATION

Without prejudice to the abovementioned purchase order cancellation, the purchaser shall, completely or in part , cancel the purchase order in case the purchaser is seeking an amicable settlement with his creditors, either within the context of the application of the law on the continuity of enterprises or in the event of a declaration of bankruptcy of the company.
This cancellation will be done by means of a simple registered letter, without any other form of notice of default or any other formalities.

Art. 9. PAYMENT

Following delivery, the seller will create an invoice (in three copies) for each shipment and for each order. These invoices must be sent to the supplier accounting department of the purchaser. Save otherwise stated in the order, the purchaser shall pay by cheque, by bank draft or by bank transfer within 60 days from the end of the month of invoice date. The purchaser is entitled to set off payments against any outstanding amounts due by the seller as a result of invoiced costs. The purchaser shall not be entitled to claim any compensation in the event of late payment by the purchaser due to any of the circumstances listed in Art. 15.

Art. 10. LIABILITY

The supplier shall compensate any and all damage caused by him or by his servants as a result of, or during, the execution of the purchase order. The suppler shall indemnify the purchaser against any and all claims from third parties.

Art. 11. GUARANTEE

All goods delivered by the supplier are covered by the warranty against design faults and construction defects and/or any other shortcoming. Any partial or complete delivery showing defects shall be replaced without any extra cost for the purchaser. All costs resulting from the delivery of defective goods shall be invoiced to the seller.
In the event of any damage, the seller shall indemnify the purchaser. In case of a serious defect, the purchaser may, at his own option, either request a price adjustment or consider the agreement to be dissolved by force of law, without prior notice of default being required.

Art. 12. CONFIDENTIALITY

All models, work materials, plans and other technical documents supplied by the purchaser to the seller shall remain the sole property of the purchaser and were only made available to the seller under the condition of confidentiality.
The seller upholds not to transmit this information to third parties, with the exception of sub-contractors who have been approved of in writing by the purchaser. The seller shall only use this information for the purpose of the execution and realization of the goods ordered by the purchaser.
Except for cases where the plans or models have been supplied by the purchaser, the seller shall be responsible for the compliance of the goods with any laws regarding licenses, patents, brands, authors or industrial property.
At the request of the purchaser, the supplier shall immediately return any written information and any documents or plans that were created, including any copies thereof, and under any form whatsoever.
The supplier shall indemnify the purchaser against any and all damage resulting from proven or alleged violations by the supplied goods with regard to industrial or intellectual property rights.

Art. 13. PUBLICITY

Save with the express written consent of the purchaser, the supplier may not use the brand name or the name of the purchaser for publicity purposes of whatever nature, nor for any other purpose.

Art. 14. NULLITY

In the event of nullity of a provision of these terms and conditions, this shall not result in the nullity of the other provisions. In any such case, the parties will consult with each other in order to have the void provision replaced by a new provision which most closely adheres to the original meaning of the provision in question.

Art. 15. DISCHARGING CIRCUMSTANCES

The following shall be considered a discharging circumstance: all circumstances arising beyond the control of either party to the agreement, and which may impede the execution thereof: labour disputes, fires, mobilization, embargoes and any other unforeseen events that may, directly or indirectly, result in a delay or non-execution of the agreement. The party invoking any of these circumstances must immediately notify the other party of this.
The occurrence of any of these events shall discharge the purchaser and the seller from their liability, and any costs already incurred by these parties shall be borne by the parties themselves.

Art. 16. JURISDICTION

All disputes shall be settled by the courts of Oudenaarde.

Art. 17. APPLICABLE LAW

All present and future orders shall exclusively be governed by Belgian law excluding the Vienna Sales Convention (CISG).

1 APPLICATION AND ACCEPTANCE

1.1. These general conditions of sale govern all contractual relations between Vergalle NV, with registered office at 9700 Oudenaarde, Berchemweg 75 and registered in the CBE under number 0436.265.517 (hereinafter “Vergalle”) and each customer. Only Vergalle may deviate from these general terms and conditions on orders, invoices or any other form of communication from Vergalle. Such deviations shall not be presumed.

1.2. In case of contradiction between the general terms and conditions and later more specific documents of Vergalle, the content of the later documents shall prevail.

1.3. The parties agree that these terms and conditions shall be deemed accepted by the Customer as soon as they have been transmitted to the Customer, or made available by express reference (e.g. on Vergalle’s website).

2 BALANCE

2.1. The customer accepts that these general terms and conditions are the result of the economic and legal balances at play between the buyer and seller in this market and for the goods ordered, and confirms that they are balanced.

3 TENDERS

3.1. Each offer shall be binding on Vergalle for a maximum period of 48 hours, and only as regards the non-indicative parts (such as price and product specifications) of the offer. After this period, Vergalle reserves the right to no longer accept the order or to amend the conditions.

3.2. All taxes, shipping and/or other costs shall always be borne by the buyer.

4 ORDERS AND CANCELLATIONS BEFORE DELIVERY

4.1. The will to purchase the customer’s goods is established by the placing of an order (whether or not after Vergalle has received an offer). The placing of an order by the customer is consequently binding. Orders may be placed via a signed quotation, by e-mail or any other written communication. The purchase agreement comes into effect after acceptance of the order by Vergalle through an order confirmation.

4.2. Cancellations of orders can only be effected after written and express acceptance thereof by Vergalle.

In the event of cancellation or if the agreement cannot proceed due to the fault of the customer, Vergalle may in all cases claim a lump sum compensation due of 30% on the total price of the order, as compensation for the costs already incurred by Vergalle and the loss of profit. However, Vergalle shall always retain the right to recover the full loss if it would exceed the value of the flat-rate compensation.

5 DELIVERY TIME

5.1. All delivery dates stated by Vergalle in offers or otherwise, are only indicative and are communicated approximately. The delivery period does not imply an obligation to achieve a result. The deadlines may be unilaterally shortened or extended by Vergalle on the basis of internal planning and/or other reasons, without such postponement giving rise to rescission of the contract, refusal of the goods or compensation for damages.

Specific ordering and delivery procedure for goods produced in special circumstances

5.2. The general rules from the general terms and conditions apply to the specific order and delivery procedure wherever possible. Thus, both delivery deadlines are always indicative. However, transfer of title for goods referred to in Art. 6.2. shall only take place upon delivery, provided that payment has been made in accordance with Art. 6.2.

6 RETENTION OF TITLE AND RISK

6.1. Vergalle shall remain the owner of the goods it has delivered until full payment of the price, subject to the provisions of Clause 5.2.

6.2. Advances paid shall remain permanently acquired by Vergalle as compensation for potential losses on resale.

6.3. In the event of resale of goods, even processed, these remain Vergalle’s property, the purchaser assigns to Vergalle, as of now, all claims resulting from such resale.

6.4. The risk over the goods shall pass to the buyer at the time of conclusion of the purchase agreement.

6.5. All goods, even delivered carriage paid, are transported at the buyer’s responsibility.

7 INTELLECTUAL PROPERTY AND CONFIDENTIALITY

7.1. Vergalle always remains the owner of all intellectual property rights of all goods developed for the customer. The delivery of the goods does not imply a transfer of the intellectual property rights.

8 DEFECTS AND RETURNS

8.1. Visible defects must be reported in writing to Vergalle within 5 calendar days of delivery, giving a precise description of the defects. Failure to comply with these formalities or deadline shall result in the inadmissibility of the claim for non-conforming delivery.

8.2. Hidden defects must be reported to Vergalle immediately upon discovery in writing and with an accurate description of the defects. For the assessment of hidden defects, the defect shall always be presumed to have arisen as a result of normal wear and tear. The customer shall be entitled to rebut this presumption with evidence to the contrary. The short period from art. 1648 old Civil Code is set by the parties at 5 working days after identification. Negotiations between the parties do not suspend this period.

8.3. If the purchaser wishes to return goods for which no defects have been found, this may only be done under the following cumulative conditions: (i) with Vergalle’s consent, (ii) if the merchandise has not yet been put into use, is still in its original packaging and (iii) insofar as Vergalle still offers this product within its range.

8.4. Because of the specific nature of these goods and the particular circumstances in which they were produced, the customer cannot bring a claim (i) on the basis of hidden defects or (ii) on the basis of any regime for defects when the goods have already been put into use.

9 LIABILITY

9.1. Vergalle can never be held liable for damage resulting from the misuse of the product by the customer, which will be presumed at the occurrence of any damage and will have to be rebutted by the customer with evidence to the contrary.

9.2. Vergalle complies with legal standards for the goods it manufactures, but can never be held liable for medical or health damage that may have been co-caused by other factors (such as but not limited to working conditions, personal medical or physical history, specific and not communicated to Vergalle in advance, etc.).

9.3. In the event of defects relating to the product, the maximum indemnity payable by Vergalle shall be limited to the invoice value of the product. However, if the raw materials are imposed by the customer, the maximum indemnity shall be calculated on the invoiced finished product excluding the raw materials.

9.4. Vergalle’s responsibility in the event of faulty editing is limited to the value of the material supplied and the supply of new material at the shortest possible notice. Incorrectly processed material must be returned to Vergalle. In the event of incorrect processing in contract work, Vergalle’s responsibility shall be limited to the value of the contract work and the delivery of new material on bobbins to be supplied by the customer at the shortest possible notice.

9.5. Vergalle acknowledges no liability in case of white rust caused by water damage if the truck leaves the warehouses without a tarpaulin and/or adequate protection against weather conditions.

10 PAYMENT

10.1. The payment period starts immediately from receipt of invoice.

10.2. Protests against an invoice must be notified in writing to Vergalle within 5 calendar days of receipt, stating reasons. Failure to comply with these formalities and deadline shall result in the inadmissibility of any claim. After the period of 5 calendar days, the invoice and the details contained therein shall be deemed accepted.

10.3. In the event of non-payment of one of the invoices on the due date, this invoice shall become payable by operation of law and without notice of default, as shall all other claims, even those not yet due. In case of late payment, the invoice amount shall be increased, ipso jure and without prior notice, by 1% interest on arrears per month. The seller reserves the right to increase the invoice amount by 10% with a minimum of EUR 130 as compensation for the costs incurred.

10.4. If the purchaser fails to perform its obligations, the sale may be cancelled ipso jure and without prior notice of default, without prejudice to Vergalle’s rights to all damages and interest. The expression of Vergalle’s will by registered letter shall be sufficient.

10.5. If Vergalle’s confidence in the purchaser’s creditworthiness is shaken by acts of judicial execution against the purchaser and/or demonstrable other events, which call into question and/or make impossible the confidence in the proper performance of the commitments entered into by the purchaser, Vergalle reserves the right, even if the goods have already been dispatched in whole or in part, to suspend the entire order or part thereof and to demand suitable guarantees from the purchaser.  If the purchaser refuses to comply, Vergalle reserves the right to cancel all or part of the order.  All this is without prejudice to Vergalle’s rights to all damages and interest.

10.6. The buyer shall not be entitled to withhold any payment to Vergalle on account of any previously disputed claim of the buyer under any other agreement between the buyer and Vergalle, nor shall the buyer be entitled to set off any old claim against the amount due under this agreement. In any case, the prior written consent of Vergalle shall be required for set-off by the purchaser.

11 FORCE MAJEURE

11.1. Force majeure includes any unforeseeable event not attributable to one of the contracting parties. Examples of force majeure include, inter alia: strike, war, lock-out, riot, epidemic or pandemics and the government measures that follow them, illness, fire, change of transport rates, customs tariffs, government measures in general, late delivery by the supplier, strike at suppliers, bankruptcy of the supplier, labour force and shortage of fuel.

11.2. Any case of force majeure gives Vergalle the right to temporarily or definitively fail to fulfil its obligations arising from the agreement.

11.3. Under no circumstances shall Vergalle bear any liability for any non-performance based on force majeure. The customer may not terminate the contract for non-performance due to force majeure.

11.4. Force majeure shall never justify the temporary or permanent non-performance of payment obligations by the customer.

12 NON-TAKE-UP AND STORAGE COSTS

12.1 If the customer does not take delivery of the material on time, Vergalle shall be entitled to charge a cost of EUR 3.00 per tonne per started week, with a minimum of EUR 50.00 per week and this as a recharge of storage costs.  The prices included under this article 12 following Belgian HICP index and are based on a value of 133.07 on January 2025

13 COMPETENT COURT

13.1. Any dispute concerning these general terms and conditions shall belong to the exclusive jurisdiction of the Corporate Court of Ghent, Oudenaarde division. These general terms and conditions are governed by Belgian law.