These terms and conditions apply to all offers, quotes, deliveries, transport and invoicing on the part of V.C.T.- Valve & Connector Technology NV (hereinafter referred to as VCT), and to all agreements whereby VCT is a contracting party, insofar this is not expressly deviated from in writing. These terms and conditions always take precedence over conditions of another contracting party or a third party, unless and only insofar as expressly agreed otherwise between the parties.
All offers and quotes of VCT, as well as all data provided by it, are always without obligation, only apply for information purposes and do not bind VCT. Quotes only result in an agreement if they have been confirmed in writing by both parties after acceptance by the buyer. Agreements are always accepted subject to verification of the buyer’s creditworthiness. Unless expressly agreed otherwise, the prices specified in quotes are valid for thirty (30) days from the date of the quote.
VCT reserves the right to make changes and additions to the product specifications previously communicated at any time, in case they are the result of the technical evolution of the products or economic conditions. In the event of any changed product specification, VCT guarantees the most equivalent possible functionalities and performance of the delivered product.
The prices provided by VCT are based on current factory prices, and are subject to foreign currency exchange rates, import duties, levies, taxes and rates as known at the time of the offer. VCT reserves the right to increase the prices should one or more of the preceding elements increase. In case of price increases after ordering and before delivery, VCT will contact the customer before effective delivery.
In principle, delivery takes place ex warehouse Westerlo or manufacturer, unless otherwise agreed. The products are entirely for the customer’s account and risk from the moment they leave VCT’s premises. Any damage to, or loss of, a product during transport for VCT must be fully recovered from the carrier.
The delivery times set by VCT are as accurate as possible but do not bind VCT. Subject to an agreement to the contrary between the parties, VCT shall under no circumstance be obliged to pay any penalty in the event of a late delivery. Late delivery does not give the buyer the right to wholly or partly terminate the agreement either. In the event the buyer is obliged to pay advance payments for the delivery of a product, the buyer’s default gives VCT the right to postpone the delivery of the product until the buyer has fulfilled his obligations.
With regard to VCT, the customer may only invoke the warranty, and the term thereof, given by the manufacturer, importer or main distributor of a product directly for the benefit of end users. With respect to products for which VCT provides after-delivery services, VCT may refer the customer to a company which provides these services. The manner in which a defect must be handled is exclusively determined by the manufacturer of the product. The costs of any transport to the manufacturer are always payable by the customer. VCT can only provide for an immediate exchange of a defective product if this is supported by the manufacturer. The customer brings the products to VCT’s maintenance department at his expense, unless another warranty formula is provided by the manufacturer for the products in question. The warranty covers material and construction faults, and is limited to repair or replacement of defective parts at VCT’s discretion. The replaced parts become the property of VCT.
Are not covered by any warranty under any circumstance: VCT’s intervention following the wrong or improper use or operation of the product; negligence of the customer or his employees; fire; defects to the electrical installation and wiring; dropping or inserting foreign objects; accidents; vandalism; use in an unsuitable environment and atmosphere; damage by static electricity; if the customer does not respect the specifications of the room; incorrect calls; damage following repairs, maintenance, adjustments or changes by people, not authorised to this end by VCT in writing in advance, and the damage arising from this; irregular operation of equipment, connected to the delivered products; damage or defect caused by equipment not delivered by VCT; every return to our address without our prior and written permission; replacement or repair of components the normal lifetime of which is less than the warranty period due to rapid wear and tear; adding or removing components.
Unless otherwise agreed in writing, the customer himself shall take care of the installation of the products. In case of installation by VCT, the customer shall make available all necessary facilities (such as free access to the products and the related products, documentation to make the diagnosis, electricity, telephone, presence of an employee of the customer who uses the products personally and knows what the needs of the company are and who provides all necessary support to the customer, etc.). An installation that cannot take place due to the lack of the aforementioned facilities, shall be separately invoiced by VCT.
Payment of all invoice amounts shall be in cash upon delivery or collection, unless expressly agreed otherwise in writing. Payment is without any set-off or discount which has not been agreed in writing and in the manner indicated by VCT. In the event of non-payment, a delayed interest of twelve (12) % annually on the invoice amount shall be due by operation of law and without prior notice of default as from the occurrence of the payment obligation until the day of full payment. In addition, in the event of non-payment, by operation of law and without prior notice of default, a fixed compensation of ten (10)%, with a minimum of € 50 shall be owed. In the event of default of payment, VCT shall also be entitled, without notice of default being required, to suspend all further deliveries to the customer and/or to declare the current agreements terminated by operation of law, and to have the delivered products collected immediately at the buyer’s expense.
Ownership of the delivered goods is only transferred to the buyer if he has fulfilled all his obligations vis-à-vis VCT. As long as the title of the delivered goods has not passed to the buyer, the latter is not entitled to alienate, pledge or encumber the delivered goods with a real right for the benefit of third parties.
In case of force majeure, such as but not limited to e.g. war, mobilisation, insurrection, state of siege, strike or lockout, fire, lightning, overvoltage, total or partial stagnation of the transport equipment, illness or accident among VCT’s personnel, or business disorder or failure on the part of VCT’s suppliers, VCT is always entitled either to suspend its obligations for as long as the situation of force majeure lasts or, if the situation of force majeure lasts longer than six months, to terminate the purchase by operation of law, without VCT being obliged to pay compensation in either case.
All complaints regarding non-conformity and/or visible defects in connection with the delivered products and services must be reported to VCT upon delivery. Payment of the delivered products and services implies that the buyer accepts the compliant delivery. For defects which are hidden at the time of delivery, a response must also be given within eight (8) days after the discovery thereof in the aforementioned manner.
VCT is only liable for direct damage. Under no circumstance shall VCT be liable for any accidental or indirect damage which would be caused by the use of the products it supplied or the information and/or documentation relating thereto, nor for any other damage which was not directly and immediately caused by an error on the part of VCT such as, but not limited to, communication costs, loss of income, damage claims of third parties, damage and/or defects due to materials. Under no circumstance shall VCT be liable for defects in the materials in which the products it supplied were implemented by, or on instructions of, the customer. For direct damage, and only if repair in kind is not possible, VCT’s liability towards the customer and third parties shall never exceed half of the amount paid by the customer for the specific product which caused the damage. If VCT delivers parts for further assembly, the customer shall only market the products in which they are integrated after the necessary tests, and shall indemnify VCT against any claim for damages instituted by third parties following the non-conforming operation of the products delivered by him, even if it was established that this non-conforming operation is due to the part delivered by VCT. The customer declares to have been fully informed by VCT of the characteristics, operation, possibilities and limitations of use of the products, as well as of the problems of adaptation, installation/integration and expansion that may occur, and waives any claim against VCT in this respect. VCT is not responsible for the choice and suitability of the products to achieve the intended results. Any complaint on the part of the Customer about the Supplier’s services must be notified to the Supplier by registered letter within 14 (fourteen) days after the intervention of the Supplier to which the complaint relates. The Supplier shall in no event and under any circumstances be liable for any damage that does not result directly and immediately from or was not caused by its intervention. The Supplier shall in no event and under any circumstances be liable for any damage resulting from or caused by following express instructions given by the Customer. The Supplier shall primarily only be obliged to repair in kind the damage directly and immediately resulting from or caused by its intervention. Only if repair in kind is not possible, the Supplier will be obliged towards the Customer and third parties to pay damages that will never exceed the amount indicated in the civil liability policy taken out by V.C.T.- Valve & Connector Technology NV.
The Parties expressly agree that all disputes between them are subjected to Belgian law. Only the courts of Turnhout have jurisdiction to hear any disputes. V.C.T.- Valve & Connector Technology NV Moestoemaatheide 14E B-2260 Westerlo
