General terms & conditions
GENERAL TERMS AND CONDITIONS
“AVR”: all companies that are part of the AVR Group, including the parent company, as well as sister and subsidiary companies; “Customer”: any natural person or legal entity to whom/which AVR supplies goods, works and/or services, or hires or gives them in consignment, or who/which gives goods to AVR for safekeeping.
These general terms and conditions apply to all price quotes and agreements under which AVR supplies goods, works and/or services of any kind to the Customer. Through the simple fact of placing an order, these general terms and conditions are deemed accepted unconditionally by the Customer. Departures from these general terms and conditions will only be valid if they are agreed expressly in writing. The application of any purchasing terms and conditions or other conditions of the Customer is expressly excluded. If any provision in these general terms and conditions is declared null and void, the legal validity of the other general terms and conditions will not be affected. Any provisions declared null and void will be replaced by a new provision that corresponds with the objectives and choices of these general terms and conditions.
3. Price quotes and order confirmations
Price quotes are purely for information purposes only and do not commit or bind AVR in any way. Price quotes are valid for a period of thirty (30) days, unless expressly stated otherwise. AVR will only be bound by a written order confirmation emanating from AVR. An order confirmation only applies to the goods and/or works stated in that particular order and does not apply for subsequent orders and/or assignments. All prices are stated without ratification for road traffic use in the various countries. Costs for ratification and/or registration are always borne by the Customer.
4. Cancellation of an order
When an order is cancelled by the Customer, AVR will have the right to a cancellation fee and compensation payment, as follows: if on the date of the cancellation by the Customer the order has not yet been placed in production and AVR, in relation to the order, has not yet placed any orders itself with suppliers, AVR will have the right to compensation equivalent to twenty-five per cent (25%) of the price of the order; however, if the order has been placed in production, AVR will have the right to compensation equivalent to twenty-five per cent (25%) of the price of the order, plus the cost price of the hours worked, as well as materials and parts ordered and/or used, plus handling.
5. Delivery lead-times
Unless expressly stated otherwise, the delivery lead-times indicated and/or agreed are purely indicative and constitute no commitment of any kind. Exceeding the stated delivery lead-times does not give the Customer any right to compensation or to the cancellation of the agreement.
6. Force majeure and hardship
AVR reserves the right, should any agreement for which fulfilment has become impossible, very difficult or too exorbitant for reasons beyond its control, that might obstruct the normal process of supply, manufacture or shipment, including but not limited to strike, lock-out, occupation of premises, total or partial cessation of business due to an administrative measure, import or export obstructions, disasters, the non-compliance or late compliance by a third party of his/her/its obligations to AVR, or for any other reason outside the liability or risk of AVR, to cancel or suspend the agreement until the reason for the cancellation or suspension has ceased to exist, without any right to compensation accruing to the Customer.
All goods and works are supplied Ex-Works (EXW) Roeselare, unless expressly agreed otherwise. The goods will be deemed delivered and accepted by the Customer at the time the goods leave the workshops of AVR in Roeselare, even if a “carriage-paid” price is being charged. The Customer may always be represented at these locations. Goods and works are supplied with any common minor discrepancies in terms of size and colour for which AVR cannot be held liable. Goods travel at all times at the risk of the Customer.
Complaints relating to visible defects must be lodged immediately on delivery by the Customer or the Customer’s representative, otherwise they will be deemed inadmissible.
Hidden defects may only lead to compensation if they are detected and reported with appropriate speed, within thirty (30) days after delivery by AVR, otherwise they will be deemed inadmissible.
The Customer may only return the goods with the written permission of AVR. This permission to return the goods does not imply any acknowledgment of liability. The cost of carriage for returns will be borne by the Customer.
Under no circumstances may complaints lodged on account of visible or hidden defects entitle the Customer to suspend or postpone payment.
AVR’s total liability, both for visible and hidden defects, is limited to providing compensation for the direct damage caused, up to a maximum amount of the price charged for the defective goods in question (excluding VAT). AVR’s liability for indirect damage, including consequential damage, loss of profit, missed savings and damage for business stagnation, etc. is excluded at all times.
All invoices are due for payment in cash and without discount at the registered office of AVR in Roeselare within thirty (30) days after the invoice date.
In the event of the full or partial non-payment of an invoice by its due date, the amount of the invoice will automatically and without service of default be increased by an amount of interest calculated in accordance with the Act of 2nd August 2002 relative to the fight against payment arrears on commercial transactions.
In the event of the full or partial non-payment of an invoice by its due date, the balance owed will also be increased by twelve per cent (12%), even where periods of grace have been granted, and by a minimum of two hundred and fifty euro (€ 250.00 EUR).
In the event of the full or partial non-payment of an invoice by its due date, all other amounts still outstanding will automatically become due for immediate payment. In this case, AVR will have the right to suspend any other delivery or fulfilment until such time as payment has been made in full. Otherwise, AVR may require guarantees if it deems it necessary.
Payment defaults always imply the loss of all other discounts, premiums and any distribution rights.
10. Bankruptcy of the Customer
In the event of bankruptcy or any other form of emergency of a group of creditors of the Customer, all outstanding agreements will automatically be settled early on that date and by the offsetting of debt (close-out netting). The goods sold will remain the property of AVR until payment of this balance.
11. Netting in the event of mutual claims between the Customer and AVR.
Pursuant to the Financial Securities Act of 15th December 2004, the parties will automatically and without service of default offset and settle all existing and future debts in relation to one another. This means that in the contractual relationship between the parties, the largest debt balance remaining after the offsetting and settlement mentioned above will become due for payment and be enforceable.
12. Suspension and dissolution
In the event of any change in the Customer’s situation, such as a death, conversion, merger, split, acquisition, transfer, liquidation, suspension of payments, opening of judicial reorganization, collective or amicable agreement, application to defer payment, cessation of business, distraint or any other circumstance that may harm the creditworthiness of the Customer, AVR reserves the right on account of that mere fact either to suspend the fulfilment of the agreement until such time as the Customer lodges sufficient securities for its payment, or AVR may declare the agreement with the Customer cancelled, without prior service of default and without intervention through the courts, from the date on which the letter confirming the cancellation is sent, without prejudice to AVR’s right to claim compensation.
13. Retention of title
The goods remain the property of AVR until such time as the Customer pays the price in full, even if the goods have been placed in service or processed. Once the goods have been delivered, the Customer will bear all risks regarding loss and destruction.
The Customer is forbidden to carry out mixing or processing works until such time as the Customer pays the price in full.
However, if the retention of title stipulated in paragraph 1 were to be lost, for example as the result of incorporation, mixing or processing, by which the goods would no longer be present in their original state at the Customer’s premises or are no longer identifiable and hence no longer comply with the identification condition for AVR’s right of recovery to be exercised, AVR will be deemed ab initio to be the joint-owner of the mixture and the status of joint-ownership will automatically be terminated on the first day after the day on which the retention of title is lost, after which the joint-ownership will automatically and without service of default be divided between all of the joint-owners of the mixture, in equal shares.
The Customer expressly agrees with the establishment of a pledge in the sense of article 2071 and following of the Civil Code over all goods supplied and delivered by AVR to the Customer in the context of previous contractual relationships.
All orders will be deemed to form part of one overall agreement. AVR is authorised to exercise retention of title over all of the monies owed to it by the Customer that are not in the possession of AVR.
14. Goods in safekeeping
The Customer waives all rights that would enable him/her/it, according to the Civil Code, to apply vis-à-vis AVR, pursuant to the total or partial destruction, disappearance or damage of goods given in safekeeping and/or deposited in AVR’s workshops, regardless of the cause of such an event, including a fire, explosion, etc.
The Customer will itself be responsible for providing insurance for goods held in safekeeping. AVR has no obligation to insure goods held in safekeeping.
15. Language, applicable law and courts with jurisdiction
The Dutch version of these general terms and conditions is deemed to be the only official version. These general terms and conditions are available on request and may be viewed at www.avr.be. All agreements are governed exclusively by Belgian law. All claims or disputes arising herefrom or connected hereto come under the exclusive jurisdiction of the courts with jurisdiction for the registered office of AVR; or the court of first instance West Flanders, Kortrijk division, the Ghent Commercial Tribunal, Kortrijk division, and the justice of the peace, Roeselare.