The following general conditions apply to each order which is assigned to SUNOPTIMO SA. With the command stipulations and the eventual particular conditions, it forms the sale convention. By signing the convention or the order form, or by accepting the order confirmation,our subscriber immediately recognizes that he has taken note of the general conditions and that he has accepted them. Those general conditions apply to each concluded contract, even verbally, within the context of business relationships after a first command.
Only derogations including a written agreement from SUNOPTIMO SA can modify the application of those general sales conditions
Excepted if a written convention from SUNOPTIMO SA exists, the general purchases and sales conditions which are written on documents from our clients are not enforceable against us. The deal is always concluded following our conditions, and the command acceptation doesn't mean that we adhere to the purchases conditions of our subscriber. The subscriber declares therefore that he formally and irrevocably waives the benefit of his own conditions, within the context of relationships that are established between the parts, including for future relationships, unless otherwise agreed (by a written convention).
Unless otherwise agreed by SUNOPTIMO SA in our offer, we reserve the right to modify it as long as it hasn't been agreed in writing by our subscriber, especially in case of rise in raw material and/or workforce prices during the validity period of the offer. In no way we could be responsible of modifications that could be brought. The commitments which are taken by agents and representatives of our society can't be confirmed before a written approval by SUNOPTIMO SA. Unless otherwise agreed by a written convention, the commitments are systematically subject to a condition precedent. Prices, dimensions, technical specifications and diverse pieces of information which are indicated in catalogs, manuals and customer tariffs are purely indicative and without engagement. SUNOPTIMO SA reserves the right to bring necessary modifications no matter when and without notice. Each study, sizing and efficiency calculation within the context of an offer for sold product or provided services by SUNOPTIMO SA are only indicative and can't engage the responsibility of SUNOPTIMO SA, and can't constitute a cause of compensation.
Each design brief which is submitted by the buyer is only used as documentation and can't be cited against us. An order engages us once it is confirmed in writing by SUNOPTIMO SA. The place where the contract is concluded will always be the SUNOPTIMO SA head office. The modifications made by the client to its order form or our offer will be valid only if we have accepted it, and confirmed it in writing. Each objection happening because of misstatements in our order form must be signaled in writing and by registered post at the latest 8 days after the confirmation, under foreclosure. A command cancelling (by a client) which isn't in implementation yet will result in a irrevocable fixed indemnity about 25 % of the order global price. This indemnity will cover the administrative costs which are generated by the establishing of offers, the correspondence, the stock management, and the loss of profit. If the order cancelling occurs after our raw materials order, we reserve the right, according to the situation, to go on with the contract execution or to claim an irrevocable fixed indemnity about 50% of the order global price. This indemnity will cover the costs which have already been mentioned, the potential penalties towards our suppliers or the forced raw materials acquiring subject to the canceled convention. Cancelling won't be accepted as soon as the manufacturing process starts, or as we receive the end product, which are intended to the client.
6. Delivery time
The indicated delays in our offers are provided for information purposes only and don't carry any engagement from SUNOPTIMO SA. If a delay is imperative and influence an order, it must be clearly indicated on the order form (the term « Imperative conventional delay » must be indicated). Even if it is the case, the buyer can't, when the delivery or its realization is delayed, claim any kind of compensation. But he has the possibility to cancel the quantities which are still to be delivered, from one month after that the SUNOPTIMO SA formal notice hasn't been answered. If exceptional circumstances or major events happen (such as wars, civil unrest, fires, transports standstill, strikes, failure from our suppliers or subcontractor, etc.),we reserve the right, in the case of a delivery time or an obligatory realization, accompanied by a penalty, to review our delays, or to waive the deal without that the buyer can enforce his rights to get a compensation.
7. Transport and delivery
The goods which are subject to a deal have to be collected by the buyer to the following address : rue Ernest Matagne, 32 Module 3, B-5330 Assesse, during the settled delay. If the delivery has to be executed conventionally by us,this obligation must be written in the order form, specifying the delivery place. Our deliveries are executed following our convenience, except as otherwise agreed in writing. In the case of a set up by us delivery, the goods travel to the risk and dangers of the client (and at his own expense), except deceit on our part.
8. Reservation of the title clause
The buyer keeps his right to property on the sold goods until the price and the accessories (eventual costs, interests, penalties) are entirely paid. As a result,the buyer can't sell, transfer, pledge, and in general alienate the goods which are subject to the contract before that his account is cleared, under penalty of prosecution, mainly because of infringement of articles 491, 521, 522 et 523 of the Penal Code.
All our prices shall be deemed exclusive of VAT. By signing a convention, both parts admit that the order have been made at our head office and that the invoices have to be paid at the same location, without discount. Our clients owed amounts are conventionally portables et non point quérables. The accepted drafts, or bills of exchange, doesn't constitute a novation, or derogation from this clause. The payment will have to be executed according to the invoice data, without any costs to SUNOPTIMO SA, including VAT and on schedule. In the absence of contrary indications, the payment must be executed in cleared funds, without delay. The complaints don't postpone the buyer payment obligations, and he expressly declares that he waives to demur non execution against us, whatever the cause, even in the situation of successive contracts.
10. Guarantees constitution and delivery suspension
Independently of the settled payment conditions,the buyer authorizes us to demand, before the delivery, a bank guarantee (or another) of the execution of his payment obligations. As long as the buyer doesn't constitute the guarantee, we reserve the right to suspend any subsequent delivery. We will apply the same rule in the case of successive contracts,as long as the buyer doesn't fulfill his payment obligations, relating to previous deliveries. We also reserve the right, in case of non-payment or late payment of an invoice, to cancel the delivery or the remaining work in progress, without the client being allowed to get any kind of compensation. In this case, the client will be liable for the compensations, which are mentioned in the fifth article of the GSC.
In the case of an expired unpaid invoice, the seller is allowed to ask for the forfeiture of the term which is scheduled for the other non expired invoices, without formal notice and on his own right. As a result, the total amount of the ongoing invoices (principal amount and incidentals) will become callable.
12. Payment default
At its expiration, any unpaid amount will bring, with full rights and without formal notice, a conventional rate of interest, equal to legal rate plus 5% (example 7% + 5%=12%) per year, without being below 12% a year, from the invoice expiration date. Furthermore, at its expiration, any unpaid amount will be increased, with full right and without formal notice, by a conventional, global and irrevocable compensation equal to 10 % of the remaining to be paid amount (with a 75€-minimum, subject to any other damages). A conventional interest, with a predefined rate, will also be applicable to this penal clause, from the date the invoice expires,until the date it is paid. Any partial payment will be charged by priority on the costs, then on the accrued interest and finally on the capital, according to the terms of article 1254 of the Civil Code, notwithstanding the content of any count and any intermediary imputation previously communicated. The 10% penal clause can also be asked by the consumer, as written in the 14.07.1991 law, considering that the seller would not deliver the goods or wouldn't complete the elements subject to the convention.
13. Cancelation - Rescission
The preceding indications doesn't put into question our right to claim, in case of our co-contractor non-payment or disrespect of his contractual obligations, the cancelation or the rescission of the sale, accompanied by the payment of damages. In this situation, the buyer will be accountable of the compensations which are indicated in the fifth article of our GSC.
14. Guarantees - Complaints
In case of defect of the goods, SUNOPTIMO SA should be required, according to its appreciation of the situation, to repair, or allow credit note for depreciation, or to make available prefect replacement parts in exchange of the defective pieces, excluding damages. The SUNOPTIMO SA responsibility isn't engaged if a client mistake occurs. Complaints are receivable only if they've been sent in the three days following the delivery, by registered letter, addressed to our head office. If the complaint is recognized and justified, by ourselves and our suppliers, and if it's all about defective pieces, our obligations are to provide (free of charge) a replacement part, after having received the defective pieces, or the free of charge defective pieces repair, without that we are liable to any compensation, whatever the nature, direct or indirect, except the hypothesis of the deceit or another gross misconduct from us. Any guarantee complaint is governed by the established SUNOPTIMO SA guarantee conditions.
It is expressively agreed that SUNOPTIMO SA can, no matter when, transfer its rights arising from the contract to a third party, and the acceptation of the following conditions overrides the client agreement on the cession or novation. If the client wants to contest this juridical operation, he will have to inform the transferor and the transferee by registered mail or bailiff, during the 3 days following the acknowledgement of the juridical operation. If not, his silence will confirm the prior principle agreement which is specified herein.
16. Competence attribution and applicable law
Any protest related to the contract interpretation or execution du contrat is solely under the jurisdiction of the Namur courts, the courts of the place where the contract is concluded and the goods are picked up. The contract is known as being concluded under the authority of the Belgian law and exclusively in French, the only applicable law to the contractual relationships between the parts, notwithstanding any international criteria linked to the contract.