General terms and conditions

GENERAL TERMS AND CONDITIONS OF SALE AND CONTRACTING RF-TECHNOLOGIES

 

I. GENERAL

1. Every agreement concluded between Rf-Technologies nv (the "Seller") and our customers and every quotation or offer by the Seller, both regarding sale and contracting, is governed by these general terms and conditions which form an integral part thereof.

2. Deviating, additional or conflicting terms and conditions of the customer are expressly excluded, unless and insofar as the Seller has agreed to them in writing.

 

II. QUOTATIONS AND ORDERS

1. All offers, brochures, catalogues, price quotations and proposals from the Seller are non-binding, unless expressly stated otherwise in the quotation, and only bind the Seller after written confirmation of the order by the Seller. The prices stated in the quotation are valid for a maximum of fourteen (14) days from the date of the quotation. Printing errors, material mistakes and calculation errors in a quotation never bind the Seller.

2. Statements in a quotation regarding weight and packaging data, drawings from catalogues, data on the Seller's website and supplied samples are for indicative purposes only, are always non-binding and do not bind the Seller.

3. Unless expressly stated otherwise in the quotation, an agreement with the Seller is only concluded after the Seller has accepted the order in writing by means of an order confirmation, or, if earlier, at the moment the Seller has started executing the order or services. Any change to the initial order is only valid if expressly and in writing accepted by the Seller by means of an order confirmation and may be subject to additional costs for the customer.

4. Every order by the customer constitutes an unconditional, exclusive and full acknowledgment of these general terms and conditions notwithstanding any conflicting provision in the customer's terms and conditions, of any nature whatsoever.

5. If the customer does not provide the necessary information for the execution of the agreement to the Seller in time or if the necessary facilities are not available on site, even after notice of default, the Seller may (extrajudicially) terminate the agreement at the expense of the customer. In that case, the customer is legally obliged to pay the costs already incurred.

 

III. PRICES

1. Prices are calculated based on the rates, materials, raw materials, wages, transport costs, energy and surcharges applicable on the day of the offer. If, after the conclusion of the agreement and before the delivery of the goods or performance of the services, one or more of these price elements increase beyond the Seller's control (such as due to changes in raw material prices, wages, transport, packaging, customs and energy costs, legislation, etc.), the Seller is entitled to adjust the price. The price revision will be made in accordance with these changes after written notification to the customer.

2. Our prices are exclusive of VAT and based on delivery ex works or warehouse. Packaging, transport, any insurance, taxes and customs duties are not included and are therefore at the customer's expense, unless agreed otherwise.

 

IV. DELIVERIES AND PERFORMANCE

1. All data regarding delivery and/or execution times, as well as all other information and schedules included in offers, brochures, catalogues, price quotations, proposals and related information sources, are purely indicative and do not bind the Seller. The Seller reserves the right to change them at any time and without prior notice, except in the case of a technical file that is part of a contract. All offered goods and services may be modified by the Seller provided they can deliver the agreed performance.

2. The Seller is not liable for delays due to force majeure, strikes, production or transport delays, supplier failures, government measures or other unforeseen circumstances. The delivery time is extended by the duration of the delay.

3. A delivery or execution period only starts after the latest of the following dates: (i) the date of the order confirmation or the date of execution by the Seller, (ii) the date on which the customer has provided the Seller with additional information necessary for proper execution of an order, (iii) the date of payment of the advance due by the customer, or (iv) the date of modification of the order during its execution.

4. Exceeding a delivery period does not entitle the customer to cancel his order(s) nor to refuse receipt or payment of the goods or services, nor to any form of compensation, except in the case of intent.

 

V. TRANSPORT

1. Our goods are transported at the customer's expense and risk. They are deemed delivered and accepted as soon as they are loaded into or onto transport vehicles.

2. Unless otherwise agreed, the Seller determines, without accepting any responsibility, the mode of transport and the route of the goods. If delays or damage occur during transport, the customer must immediately file a complaint with the relevant carrier and, if necessary, claim compensation from the carrier. Such a claim does not release him from any payment obligation towards the Seller.

3. The customer is obliged to accept delivery from the moment the goods are ready for dispatch; otherwise, the Seller is entitled to invoice the goods ex works and store them at its discretion at the customer's expense and risk. Partial deliveries and their immediate invoicing are permitted.

4. Unless otherwise agreed in writing, delivered goods will not be taken back. In the event of a return accepted by the Seller, the Seller is entitled to invoice an amount proportional to the value and condition of the goods at the time of delivery in our warehouse, plus all possible direct and indirect costs. If the customer unilaterally returns goods, the Seller reserves the right to resend the goods at expense and risk of the customer, in the condition in which they are.

 

VI. PAYMENT TERMS

1. If the payment terms were not agreed upon at the conclusion of the agreement, the customer shall accept the payment terms as stated on our invoice. Unless expressly and in writing agreed otherwise, all invoices are payable net no later than 30 days after the invoice date.

2. Payment of (a part of) an invoiced amount constitutes acceptance of the delivered goods and works, and the entire invoice.

3. All complaints regarding an invoice must, under penalty of forfeiture, be made within 8 calendar days of the invoice date, by registered and substantiated letter. The customer may not invoke any objection not acknowledged by the Seller in order to obtain a postponement of payment or full or partial settlement of collectible invoices.

4. In case of non-payment of the Seller's invoice on the due date, the amount shall automatically and without notice be increased by the interest rate established pursuant to Article 5 of the Belgian Law of 2 August 2002 on combating late payment in commercial transactions. In addition, any overdue invoice not paid on the due date shall automatically and without notice be increased by 10%, with a minimum of EUR 250.00 as a conventional penalty clause, as a lump-sum compensation for extrajudicial costs, without prejudice to the Seller's right to prove greater damage.

5. If the customer's financial situation deteriorates or if circumstances become known to us that reduce his creditworthiness, all amounts owed to the Seller shall become immediately due and payable, notwithstanding all existing agreements and regardless of their respective due dates. Furthermore, in such a case, the Seller is entitled to modify the delivery terms or cancel all current orders.

6. The Seller is entitled to exercise a right of retention on all goods of the customer in its possession for all amounts owed to it.

7. Credit notes are not automatically refunded; if the customer wishes reimbursement of a credit balance, the customer must submit a refund request to the Seller.

 

VII. RETENTION OF TITLE

1. All goods and services remain our exclusive property until full settlement of the invoice, including accessories or other claims from current accounts. Until then, the customer undertakes not to dispose of, pledge, or encumber the goods with securities. If the customer fails to pay for delivered goods on time, the Seller may reclaim them at any time without judicial intervention or prior notice of default. If the customer, contrary to this prohibition, disposes of, pledges, or encumbers the goods subject to retention of title, the retention of title shall, by virtue of real subrogation, apply to the claim (relating to the purchase price) against the third-party buyer. The retention of title shall also apply when the delivered goods have been processed or mixed with other goods. Each customer is obliged to make these general terms enforceable against its own contracting parties, who thus undertake not to assert any rights or obligations against our company other than those stated in these terms. (For France, this applies in the event of collective proceedings in accordance with the provisions of Law No. 80.335 of 12 May 1980).

2. The customer shall take care of the goods from delivery, i.e., the transfer to the carrier; he is therefore responsible for any damage or loss.

 

VIII. COMPLAINTS

The customer must inspect the goods immediately upon receipt and the works immediately upon execution, particularly regarding the conformity of the delivery and visible defects. Visible damage caused by transport must always be noted on the carrier's delivery document. The customer must notify the Seller of complaints in writing within 48 hours of receipt. This notice must include a detailed list and photos of the alleged defects. In the absence of a timely response, the customer can no longer invoke any defect. The use or resale of a delivery or parts thereof, or further work on executed works, constitutes irrefutable and irrevocable acceptance of the entire delivery and execution by the customer.

 

IX. WARRANTY AND LIABILITY

1. a) Within the limits of the invoiced amounts, the Seller provides a one-year warranty on its goods for hidden defects and function from the invoice date.
b) The aforementioned warranty is only valid insofar as the delivered goods have been installed and used in accordance with the rules of good practice and all applicable laws, standards, and regulations. Any deviation from this releases us from all responsibility.
c) Furthermore, the customer may only claim under warranty provided that he has fulfilled all his contractual obligations and, in particular, his payment obligations.
d) Hidden defects are only eligible for warranty claims if they are reported to the Seller within 5 days of discovery.

2. a) Our warranty is limited to the free replacement or repair by the Seller of the goods recognized as defective by it; such replacements or repairs do not entail any extension of the warranty period.
b) Transport costs of replacement parts shall be borne by the customer.
c) All other complaints or claims for damages or compensation are excluded, both against the Seller and its directors and employees, regardless of the legal or other grounds on which they are based, insofar as legally permitted.
d) The liability of the Seller and its appointees, for any reason whatsoever, is always limited to direct and foreseeable damage and amounts per agreement to a maximum of the amounts invoiced by the Seller for the delivered products or executed works. The Seller shall in no event be liable for damage to products, production losses, indirect damage, consequential damage, loss of profit, missed savings, increase in general costs, disruption of planning and commercial damage.
e) The customer indemnifies the Seller against all third-party claims for compensation of damage for which the Seller's liability is excluded under these terms and conditions in relation to the customer.

3. The Seller shall under no circumstances be liable in the event of incorrect instructions, dimensions, plans, specifications, etc., provided by the customer for the execution of the agreement, as a result of which the execution of the agreement and the product to be delivered do not meet the customer's needs or expectations.

4. a) All repairs resulting from normal wear and tear of the goods as well as from damage or accidents caused by negligence, lack of inspection or maintenance, improper use, or incorrect assembly are not covered by our warranty.
b) If the customer or third parties, or both in collaboration, modify or repair the goods or the executed works without the prior written consent of the Seller, the Seller is immediately and fully released from any warranty obligation.

 

X. FORCE MAJEURE AND CHANGE OF CIRCUMSTANCES

The Seller is not obliged to accept orders or honor agreements in the event of force majeure (Art. 5.226 Civil Code) or change of circumstances (Art. 5.74 Civil Code), even if these do not lead to permanent and/or absolute impossibility of performance.

The following are conventionally considered force majeure: war, terrorism, shortage or lack of raw materials, goods, means of transport or electricity, production stoppage, production reduction, strike, damage to production facilities, non-delivery or late delivery by our suppliers, weather conditions, fire, natural and/or other disasters, government measures, epidemics or pandemics.

Failure to accept orders or to honor existing agreements as a result of the above circumstances does not entitle the customer to cancel any order, nor to refuse receipt or payment of goods and/or services, nor to any form of compensation.

 

XI. INTELLECTUAL PROPERTY

1. All intellectual property rights (including copyrights, trademark rights, domain names, patents, trade secrets) relating to the goods or services supplied by the Seller remain its property and are not transferred or licensed to the customer.

2. Unless otherwise agreed in writing, all specifications, plans, sketches, technical documents, ideas, calculations, formulas, know-how, or other forms of intellectual property, made available in any way, remain the intellectual property of the Seller. This information may not be copied, misused, or disclosed to third parties without the prior written consent of the Seller. If no agreement is concluded, the aforementioned information must be returned immediately upon the Seller's first request.

 

XII. GENERAL PROVISIONS

1. The Seller collects and processes the personal data received from the customer for the purpose of executing the agreement, customer management, accounting, and direct marketing. The legal grounds are the performance of the agreement, legal obligations, and legitimate interest. The data controller is Rf-Technologies NV (BE0427.205.519), located at Lange Ambachtstraat 40, 9860 Oosterzele. This personal data is only shared with processors, recipients, and/or third parties if necessary for these purposes. The customer is responsible for the accuracy of the provided data and must comply with GDPR. By accepting the quotation, the customer confirms being informed about the processing of their data and their rights.

2. The customer acknowledges—unless proven otherwise—having taken note of these general terms and conditions in all their written and printed provisions. They acknowledge that these terms replace and nullify all prior oral or written proposals for commitments and/or documents originating from them, as well as any other communication made so far between the parties regarding the content of this agreement, and acknowledge accepting them.

3. If it appears that one or more provisions cannot be invoked against the customer in whole or in part, the remaining provisions of the agreement remain unaffected. In such a case, the invalid provision will be replaced by a provision that corresponds as closely as possible to the purpose and intent of the invalid or annulled provision, in mutual consultation with the customer.

4. In case of contradiction between the different versions of these general terms and conditions, the Dutch version shall prevail.

5. The parties acknowledge that each clause has been genuinely intended by them and does not create any (manifest) imbalance between the rights and obligations of the parties.

 

XIII. DISPUTES

1. Any dispute regarding the validity, interpretation, or performance of the agreement shall be exclusively and definitively settled by the Enterprise Court of Ghent, Ghent division, insofar as legally permitted.

2. Every agreement between the Seller and the customer is exclusively governed by Belgian law. The applicability of the Vienna Sales Convention is expressly excluded.