General terms and conditions
1. Scope
All contractual relations between Indetex and its customers are subject to the current general conditions of sale, excluding those general or special conditions specific to professional buyers.
2. Transfer of risk and ownership The transfer of risk for damage, destruction and disappearance of goods is transferred at the time of delivery.
Transfer of ownership of goods shall only take place following full payment of the agreed price by the buyer.
So long as the price has not been paid in full, the buyer shall not be entitled to dispose of the goods, particularly to pledge, sell or make them available to a third party in any form or title whatsoever. Nor can the buyer modify, dispose of, transfer and/or encumber the goods.
3. Defects
The buyer should inform Indetex by means of registered letter of any visible defect concerning any goods supplied within 48 hours after delivery. Failure to do so shall prevent the buyer from invoking this defect in the future. Any hidden defect should be reported by the buyer to Indetex within ten working days from the discovery of the hidden defect at the latest. Failure to do so shall prevent the buyer from invoking this defect in the future. Furthermore, any claim based on a hidden defect must be lodged within six months of delivery at the latest, under pain of forfeiture. If the buyer's claims are valid and admissible, Indetex's obligations are limited to the replacement or repair of the non-conforming goods at Indetex's discretion. The buyer shall not be entitled to any other compensation.
4. Force majeure
Indetex reserves the right to cancel orders, without reimbursement, in the event that force majeure compromises the proper execution of the order. Strikes, transport shortages, fires, floods, equipment damage, riots, war, epidemics, accidents, either at Indetex or at one of its suppliers, irrespective of the cause, are explicitly considered as constituting instances of force majeure. This list is not exhaustive.
5. Price
The amount stated on the invoice is a net figure, including VAT, taxes and any additional fees. Discount and bank charges shall be borne by the buyer, unless otherwise expressly agreed by all parties.
Invoices are payable in cash upon delivery in Mouscron. In the event of late payment, the invoice total will be increased, ipso jure and without prior notice of default, by interest on arrears equal to the interest rate applicable pursuant to the Law of 02/08/2002 on combating late payment in commercial transactions, with a minimum of 12% per annum. In the event of full or partial non-payment by the due date without reasonable and recognisable grounds, in addition to the amount owed, a fixed compensation of I2% of the total invoice debt shall be due ipso jure and without prior warning, with a minimum of EUR 125, even in the event of granting grace periods. In the event of late payment or non-payment by the buyer, Indetex reserves the right to suspend any deliveries yet to be made without prior notice of default and reserving all further rights.
Non-payment by the due date of a single invoice renders the total balance due of all other invoices, even those not yet due, immediately payable ipso jure.
In the event of non-payment by the due date, Indetex will be entitled to regard the agreement as dissolved by operation of law eight calendar days after a reminder has been sent by registered mail but ignored by the other party. In all cases where the agreement is dissolved at their expense, the buyer undertakes to pay Indetex by way of fixed damages a sum equal to 30% of the total price, with a minimum of EUR 125.
In the event of any dispute, the invoice must be protested within eight days of receipt.
Both parties explicitly agree that Indetex is entitled to compensate the price owed by the buyer with amounts owed by Indetex to the buyer.
6. Competent court - applicable law
In the event of any dispute, the courts of Tournai shall have sole jurisdiction. These general terms and conditions are governed by Belgian law.