GENERAL TERMS AND CONDITIONS OF SALE AND PRODUCTION
- GENERAL
All our quotations and sales are subject to the following general terms and conditions. Any deviation from them must be the subject of a special prior written agreement. Under no circumstances may such an agreement be invoked as a precedent. Conditions of the buyer which conflict with our terms and conditions are not binding on us.
- QUOTATIONS
Any price quotation, verbal or written, implies no obligation, unless an option is expressly granted.In the absence of any indication to the contrary, our prices are stated ex works.
- ORDERS
No verbal or written order implies any obligation on our part until confirmation has been given in writing. Any increase in customs duties may lead to an increase in the initial prices.
Any cancellation by the customer of the order, even in part, will give rise to the payment of compensation in the amount of the loss or harm incurred by SIPLA S.A. as a result of the cancellation. This payment will be at least 25% of the order value.
Plans, final page proofs, prototypes or any commercial or technical document submitted to our customers remain our property. They may not be disclosed to third parties without our authorization.
- TOLERANCES
Production
Any production excess or shortfall will be invoiced or deducted at the incremental price per unit as follows:
| Tolerance | Quantity ordered |
| +- 10% | < 1000 pieces |
| +- 5% | < 5000 pieces |
| +- 2% | > 5000 pieces |
These tolerances do not include any diabolo or meniscus effect. In the case of assembled parts (frames), the assembly tolerances are +- 5mm.
| Length, Width & Diameter | Tolerance | Thickness and Depth | Tolerance | Registration | Tolerance |
| 5 -200 mm | +-1 mm | 2 – 49 mm | +- 1 mm | < 100cm² | +- 1 mm |
| 201 – 400 mm | +- 2 mm | 50 – 99 mm | +- 1.5 mm | < 500 cm² | +- 2 mm |
| 401 – 900 mm | +- 3 mm | 100 – 200 mm | +- 2 mm | > 500 cm² | +- 5 mm |
| 901 – 1500 mm | +- 5 mm | > 200 mm | +- 3 mm | Pour les PU | +- 10 mm |
| > 1500 mm | +- 8 mm |
These tolerances do not include any diabolo or meniscus effect. In case of assembled parts (frames), the assembly tolerances are +/- 5mm.
Material
The colour of our materials may vary slightly from our samples and between production batches.In some qualities, small bubbles/stains/imperfections may be present.
Printing
Variations are inevitable in the printing ink coverage, and no guarantee can be given as to the intensity of the coating. The intensity of the ink coating depends on the colour of the foam, the colour of the ink and the cellular structure of the foam. Such variations cannot be used as justification for rejection of the order even if they occur between different parts of the same item. Due to the ink quality used, a period of five days is required before permanent fixing. (FEBELGA excerpt)
- LEAD TIMES – DELIVERIES and COLLECTIONS
Departure dates are always approximate. No compensation, penalty or cancellation of the order may be sought in the event of a delivery delay, even where special terms and conditions apply. Lead times commence only from the date of receipt of all information or documents required for the order (including tooling plans and printing files). Where the time until collection of goods exceeds one week, Sipla S.A. reserves the right to regard the said goods as collected and to invoice for them.
Uncollected goods remain in our factories at the risk and peril of the buyer (including the risk of fire). Even if they are sold carriage-free, goods travel at the risk and peril of the buyer. No transportation insurance is arranged by us unless otherwise stipulated.
- COMPLAINTS AND NON-COMPLIANCE
No return of goods will be accepted without our prior agreement. Only complaints made within three days of receipt of the goods will be considered. The goods to which the complaint relates must remain at our disposal for examination. Goods will be deemed to have been approved if they can no longer be identified or if they have been processed or used even partially. Rejected goods must be returned in their entirety for replacement.
In the event that returned goods come back in a damaged or faded condition, compensation of at least 25% of the sale value will be claimed.
- INVOICES
Our invoices are payable in Wavre. Payment terms are defined in advance by our credit insurance agency. However, for invoices of less than 500 euros excluding VAT, payment will be required before delivery.
No discount will be granted for early payment.For invoices of less than 100 euros excluding VAT, tooling costs, delivery costs, etc., a fixed start-up fee of 50 euros excluding VAT will be charged. For invoices of less than 250 euros excluding VAT, tooling costs, delivery costs, etc., a fixed start-up fee of 25 euros excluding VAT will be charged. For the establishment of invoices, only the prices fixed on the day of delivery are valid. They include all merchandise in our stores, all taxes and fees extra.
- TERMINATION
Failure to observe even one of our terms of sale is sufficient to give us the right to terminate the contract immediately without prejudice to our right to compensation.
- PAYMENTS
The seller reserves the ownership of the goods until full payment. Any sum not paid on its due date will, as of right and without prior notice, be subject to interest at the statutory rate provided for by the Law of 2 August 2002 on combating late payment in commercial transactions plus 2%.Notwithstanding the foregoing, failure to pay an invoice by its due date, whether in full or in part, automatically entails the application of a penalty clause of 15% of the unpaid amount or 200 euros, whichever is the greater, by way of fixed and irreducible compensation.
If it appears to the seller that the buyer’s creditworthiness has deteriorated, the seller reserves the right to demand the necessary guarantees, to suspend subsequent deliveries, or to cancel the order in whole or in part. Failure to pay a single invoice by its due date will automatically render the balance payable on all other invoices, even those not yet due.
- LIABILITIES
Unless expressly stipulated in the agreement, we cannot be held responsible for any damage whatsoever related to the use which is made of our products. It is the sole responsibility of the purchaser to ensure the suitability of the product ordered and the use for which it is intended. Acceptance of the technical description of the product ordered or the validation of the samples or prototypes provided implies irrevocable waiver of the purchaser to question the suitability of the characteristics of the product for the use which will be reserved for it.
