GENERAL TERMS AND CONDITIONS OF SALE AND PRODUCTION
- GENERAL PROVISIONS
1.1 These general terms and conditions of sale (the “General Terms and Conditions”) apply to all contracts concluded between SOCIETE INDUSTRIELLE DES PLASTIQUES (“SIPLA”) and any customer (the “Customer”) relating to the sale of products manufactured and/or sold by SIPLA (the “Goods”), as well as to the provision of any services. They may be amended from time to time. These General Conditions also apply to all quotations and price estimates issued by SIPLA.
1.2 The application of any terms and conditions of the Customer is expressly excluded, unless such deviating terms and conditions have been expressly accepted in writing by SIPLA.
Where the Customer accepts the offer with reservations or modifications, the contract will not be concluded until SIPLA has informed the Customer in writing that it accepts these modifications or reservations. However, under no circumstances may such agreement be invoked as a precedent.
2.1 All offers and quotations are always non-binding. Illustrations and descriptions of goods in documents sent or issued by SIPLA are purely indicative and are not binding as to the execution of the goods to be delivered. If a quotation from SIPLA contains a time limit for acceptance, this means that the non-binding quotation will in any case lapse after the expiry of this time limit.
3.1 The prices applicable on the day the contract is concluded will be invoiced. Prices are quoted “ex works”, unless otherwise stated in the offer. All prices are exclusive of VAT and shipping and/or transport and insurance costs, unless otherwise stated in the offer and the contract.
3.2 If, after the conclusion of the contract, one or more factors determining the costs on which SIPLA’s prices are based have changed, due to any circumstances whatsoever, SIPLA has the right to increase the agreed prices accordingly, without the other party being entitled to claim compensation or to dissolve the contract in whole or in part.
3.3 If, in the case referred to in point 3.2, the price increase excluding VAT and transport exceeds 15%, SIPLA will inform the Customer. In this case, the Customer has the right to terminate the contract by registered letter, but only subject to simultaneous payment of the costs already incurred by SIPLA in the performance of the contract and the costs arising from the termination. These will be specified by SIPLA at the first request of the other party. Such termination must be received by SIPLA within seven days of the price increase notice issued by SIPLA.
3.4 If the agreed goods have already been delivered by SIPLA, the right of termination referred to in 3.3 shall lapse.
4.1 Quantities produced may vary by more or less and will be invoiced or deducted at the price of the additional copy as follows:
|< 1000 pieces
|< 5000 pieces
> 5000 pieces
The cutting and dimensional marking tolerances of our products may vary according to the quantities ordered and the materials used, as follows:
|Length, Width & Diameter
|Thickness and Depth
|5 -200 mm
|2 – 49 mm
|+- 1 mm
|+- 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 exclude the diabolo or meniscus effect. For assembled parts (frames), assembly tolerances are +/- 5mm.
4.3 The colour of materials may vary slightly from samples and from production batch to production batch. In some qualities, small bubbles/spots/imperfections may be present.
4.4 Variations in printing ink coverage are inevitable and no guarantee can be given as to the intensity of coverage. The intensity of ink coverage depends on the colour of the foam, the colour of the ink and the cellular structure of the foam. These variations are not grounds for refusal, even if they occur between different parts of the same production run. The quality of ink used requires a delay of 5 days before a definitive hold (FEBELGA extract).
5.1 Drawings, approved proofs, prototypes or any other commercial or technical document given to our Customers remain our property. They may not be passed on to third parties without our written agreement.
Start dates are given for information only. No compensation and/or penalty or cancellation of the order may be demanded in the event of late delivery, even in the event of special conditions. Deadlines only apply from the date of receipt of all the information or documents required for the order (in particular tooling drawings and printing files). If goods are collected after a period of more than one week, Sipla S.A. reserves the right to treat the goods as having been collected and to invoice them. Goods not collected remain in our factories at the purchaser’s risk (including fire).
Even if they are sold carriage paid, the goods travel at the buyer’s risk. No transport insurance is taken out by us, unless otherwise stipulated.
- DELIVERY TIMES, DELIVERIES AND COLLECTIONS
6.1 Goods shall be delivered and labelled in packaging in accordance with SIPLA’s practices unless specific packaging and labelling is requested by the Customer and agreed to by SIPLA.
6.2 Unless otherwise stated in the offer or contract, the delivery dates mentioned in these documents are approximate and indicative only.
6.3 Deadlines only start to run from the date of receipt of all the information or documents required for the order (in particular, material drawings and printing files).
6.4 Unless required by mandatory law, failure by SIPLA to meet the Delivery Dates shall under no circumstances give rise to the cancellation of an Order, nor to any compensation or damages of any kind whatsoever.
6.5 The Customer does not have the right to cancel an Order if the Goods in question have been specifically manufactured for the Customer. If the Order is to be spread over several deliveries, each delivery shall be deemed to be a separate contract: delay in one or more deliveries shall not entitle the Customer to cancel the other deliveries.
6.6 Unless otherwise agreed, we do not take out transport insurance.
6.7 If the time taken to collect goods exceeds one week, SIPLA reserves the right to treat the goods concerned as collected and to invoice them.
6.8 Goods remain in the factories at the Customer’s risk (including in the event of fire). Even if they are sold carriage paid, goods travel at the Customer’s risk.
- INVOICES AND TERMS OF PAYMENT
7.1 Unless otherwise stated on the invoice, SIPLA’s invoices are payable net, without discount or deduction and without cost to SIPLA in Belgium on the due date indicated on the said invoices.
7.2 Any costs resulting from payment abroad, including transfer costs to Belgium and exchange losses, are borne by the Customer. SIPLA has the right to charge a surcharge on the selling price for these costs or to invoice these costs separately.
7.3 For invoices of less than €100 excluding VAT (excluding fixed costs such as tooling and delivery costs), a flat-rate start-up fee of €50 excluding VAT will be charged. For invoices of less than VAT 250 € 1, a set-up fee of VAT 25 will be charged. For invoicing purposes, only the prices in force on the day of delivery are valid. They apply to goods in our warehouses, plus all charges and taxes.
7.4 The terms of payment are determined in advance by our credit insurance company.
7.5 Without prejudice to SIPLA’s other rights, any partial or total non-payment of an invoice on its due date will give rise, ipso jure and without further notice, to late payment interest, in accordance with the Belgian law on late payment (law of 07.08.2002) and with a minimum of 15%, as well as compensation in accordance with the aforementioned law, but with a minimum of 15% of the invoiced amount, with a minimum of 200 Euros by way of fixed and unavoidable compensation.
- RETENTION OF TITLE CLAUSE
8.1 The sale and delivery of goods are made under the retention of title of SIPLA. Until the full price, including VAT, has been paid by the Customer, the goods (whether delivered or not) remain the property of SIPLA and the Customer is expressly prohibited from transforming the goods, making them immovable by incorporation, reselling them or disposing of them in any other way.
- ACCEPTANCE OF GOODS
9.1 Unless another period is specified by SIPLA or agreed between SIPLA and the Customer, the Customer is responsible for checking the Goods for compliance with standards or specifications within 8 (eight) days of the Delivery Date and for informing SIPLA in writing of any discrepancies or problems within the same period. At the end of this period, the Goods are deemed to be accepted and free from defects. Without prejudice to clause 10 below, complaints received by SIPLA after this period will not be accepted and, in such cases, SIPLA’s liability will not be invoked under any circumstances.
9.2 If the goods delivered do not conform to the quotation or the contract, SIPLA’s liability will in any event be limited to the replacement of the defective goods. The cost of returning the goods to SIPLA, and the cost of redelivery to the Customer, shall be borne by SIPLA.
9.3 If it appears that the Customer has wrongly claimed non-conformity or fault on the part of SIPLA, the Customer will be liable to pay, ipso jure and without notice, compensation for administrative costs of 20% of the price of the disputed Goods, without prejudice to SIPLA’s right to claim damages for any loss suffered.
- CHANGES IN THE CUSTOMER’S CIRCUMSTANCES
10.1 SIPLA has the right to require payment guarantees from the Customer prior to any delivery of goods, including the right to cancel or terminate any quotation or contract in the following cases, this list not being exhaustive:
– bankruptcy proceedings, a reorganisation plan with creditors (whether decided amicably or by a court) and/or other proceedings that indicate the Customer’s insolvency.
– negative opinion from SIPLA’s credit insurer or exceeding of the credit limit granted by the credit insurer – failure to meet the payment dates of a single previous invoice
– a dispute of any kind between SIPLA and the Customer, or a dispute over a bill of exchange or other payment guarantee.
11. COMPLAINTS AND NON-CONFORMITIES
11.1 SIPLA warrants that the goods will conform to the specification or contract. SIPLA’s warranty does not cover loss or damage due to incorrect assembly, storage or handling or to the Customer’s failure to comply with SIPLA’s specifications and instructions and to breaches of applicable laws and regulations.
11.2 Customer complaints do not release the Customer from its obligation to pay SIPLA invoices. Any complaints by the Customer regarding the weight, quantity, measurements and/or any visible defects in the goods must be notified to SIPLA in accordance with clause 9 above. This obligation in no way relieves the Customer from carrying out the necessary formalities in respect of claims against the carrier(s).
11.3 Any complaint relating to the quality of the goods not conforming to the specifications set out in the quotation or in this contract must be notified to SIPLA within the same period of eight (8) working days or immediately after its determination, whichever is the earlier. The Customer is not entitled to return the Goods to SIPLA without SIPLA’s prior written consent.
11.4 The Goods are deemed to have been irrevocably accepted by the Customer if the Customer has not lodged a complaint within the aforementioned time limits.
11.5 SIPLA’s liability shall be limited to the replacement, repair or refund of the Goods, at SIPLA’s discretion, and shall in any event be limited to compensation up to the price stipulated in the quotation or contract, inclusive of VAT. The cost of returning the goods to SIPLA, and the cost of redelivery to the Customer, shall be borne by SIPLA.
11.6 If it appears that the Customer has wrongly claimed non-conformity or fault on the part of SIPLA, the Customer will be liable to pay, ipso jure and without notice, compensation for administrative costs of 20% of the price of the disputed Goods, without prejudice to SIPLA’s right to claim damages for any loss suffered.
11.7 The foregoing warranty is exclusive and replaces all other warranties, whether oral, written, express, implied or statutory. Implied warranties of merchantability, fitness or otherwise do not apply. The Customer’s remedies in this regard shall be solely and exclusively as set forth herein. SIPLA shall not be liable to the Customer for any indirect, special, punitive or consequential damages, such as loss of business and/or profits or inability to use the Goods.
12. FORCE MAJEURE
12.1 SIPLA shall not be liable for failure to perform its obligations if the failure is due to an event of force majeure, including, but not limited to, shortage of personnel, power, fuel, machinery and materials, technical failure or lack of revenue, war, riot, labour dispute, natural disaster, fire, flood, earthquake, explosion or act of terrorism. In the event of a shortage of goods, SIPLA has the right to refuse production and delivery of goods at its discretion.
13.1 SIPLA processes personal data (e.g. full name, email address, address, telephone number) in accordance with applicable data protection laws and solely for accounting purposes and other business-related activities, such as order processing. If personal data is shared with third parties or transferred outside the EEA, this will only be done with appropriate security measures in place. SIPLA will not retain personal data longer than is necessary for the purposes for which it was collected or for as long as is required by law. Complaints should be submitted to the relevant supervisory authority. If you have any further questions, to report a data protection breach or to amend your personal data, please contact SIPLA: firstname.lastname@example.org.
14.COMPLETE TERMS AND CONDITIONS
14.1 These General Terms and Conditions constitute the entire contract between SIPLA and the Customer and supersede all prior contracts, agreements or arrangements (whether written or oral) which are the subject hereof. Any additions or amendments to these General Terms and Conditions must be made in writing and signed by an authorised representative of SIPLA.
15.1 If any provision of these General Terms and Conditions or any part thereof is or becomes invalid, the remaining provisions and the remaining parts of the provision in question shall remain in full force and effect.
15.2 If a translation of these General Terms and Conditions is made available to the Customer, it is for information purposes only. In the event of any discrepancy between this translation and the General Terms and Conditions, the French version of the General Terms and Conditions shall prevail.
16. GOVERNING LAW
16.1 These General Terms and Conditions are governed by Belgian law.
16.2 In the event of a dispute concerning the interpretation, performance and notification of this contract, only the courts of the judicial district of Walloon Brabant shall have jurisdiction.