General Terms and Conditions of Sale and Delivery of WireWave BV

Applicability

The following conditions apply to all Agreements concluded by WireWave BV and to all Offers sent by WireWave BV.

Every Agreement implies an unconditional, exclusive and full recognition by the Buyer of these General Terms of Sale and Delivery.

The Buyer's general terms and conditions are not opposable to WireWave BV insofar as they conflict with WireWave BV's General Terms and Conditions of Sale and Delivery, regardless of their name and/or whether or not they (subsequently) appear on order forms, order confirmations or other documents of the Buyer.

The Buyer's general terms and conditions only bind WireWave BV if it has expressly accepted them in writing.

Article 1. Definitions

  • 1.1 Buyer: the buyer of the Goods and/or services to which the Agreement relates and which are designated as Buyer in the negotiated/special terms of sale. The term Buyer also applies to the potential buyer to whom the Offer is addressed to and/or the potential buyer in case WireWave BV and the Buyer are in a stage of negotiation (pre-contractual phase). With regard to these General Terms and Conditions of Sale and Delivery, the Buyer is a natural or legal person who purchases the Goods for professional purposes.
  • 1.2 Goods: the commodities and/or services to which the Agreement and/or Offer relates.
  • 1.3 Offer: the formal offer and quotation of sales and delivery terms by WireWave BV to the Buyer. The Offer includes the full description of the deliverables.
  • 1.4 Agreement: includes the entire agreement concluded between WireWave BV and the Buyer, including all terms and conditions, both negotiated and non-negotiated such as and not exclusively these General Terms and Conditions of Sale and Delivery.

Article 2. Offers

  • 2.1 All Offers and price lists of WireWave BV are offered simultaneously and include the full description of the Goods covered by the final Agreement.
  • 2.2 All Offers and price lists are non-binding for WireWave BV until WireWave BV has accepted the order.
  • 2.3 All Offers are based on the information provided by the potential Buyer. This party guarantees the accuracy and comprehensiveness of this information. Printing errors, material mistakes and calculation errors in the Offers shall never bind WireWave BV. Among others and a non-exhaustive example of this is the selection of incorrect materials.
  • 2.4 Unless otherwise agreed, all Offers and price lists of WireWave BV are valid for thirty (30) days, without prejudice to Article 3 of the General Terms and Conditions of Sale and Delivery.

Article 3. Agreement

  • 3.1 The agreement is only established after WireWave BV has expressly accepted in writing or has started its actual performance of the Agreement.

Article 4. Prices

  • 4.1 The prices in the Offer are based on factors applicable at the time of the Offer. The prices indicated in the Offer are exclusive of VAT. and carriage-paid delivered in Belgium.
  • 4.2 WireWave BV explicitly reserves the right to revise the agreed price, due to a price increase of one or more elements of the production or logistics chain and/or in case of a price increase of the (raw) materials required for the products. If the price increase exceeds 10% of the price stated in the Offer, the Buyer shall have the right to cancel the Agreement without being entitled to claim any compensation from WireWave BV.
  • 4.3 WhireWave BV shall be entitled to request a revision and/or renegotiate the Agreement with the Buyer if any circumstances apply that were reasonably unforeseeable and unavoidable at the time the Agreement was concluded, and which would make the performance of the Agreement financially or in any other way more onerous or difficult than normally foreseen.

Article 5. Delivery and risk

  • 5.1 If carriage-paid delivery (Belgium) is agreed, the delivery shall be at the expense and risk of WireWave BV. In all other cases, the delivery is at the expense and risk of the Buyer.
  • 5.2 WireWave BV shall be entitled to choose the means of transport without interference of the Buyer.
  • 5.3 If WireWave BV uses a third party to provide carriage-paid delivery (Belgium), it may take out additional insurance for damage or loss of the Goods. In this case, WireWave BV has the right to charge these additional costs to the Buyer.
  • 5.4 The Goods shall be deemed delivered by WireWave BV and accepted by the Buyer:
        1. i) on delivery ex works (at the warehouse of WireWave BV): as soon as the Goods are loaded into or onto the means of transport provided by the Buyer;
        2. ii) for carriage-paid delivery (Belgium): as soon as the Goods have been delivered and unloaded at location.
  • 5.5 If carriage-paid delivery (Belgium) has been agreed, WireWave BV is not required to transport the Goods any further than to the place where the vehicle can reach a properly passable and safe (made) terrain. Delivery shall be made alongside the vehicle. The Buyer is obliged to accept the Goods alongside the vehicle.
  • 5.6 The Buyer and WireWave BV shall jointly ensure the unloading of the Goods in the respective manner, taking into account that WireWave BV can fulfil its unloading obligation to the best of its ability. If the Buyer fails to assist in the unloading of the Goods, the Buyer shall bear all resulting costs.

Article 6. Delivery on demand

  • 6.1 If delivery on demand has been agreed without setting specific deadlines for the Buyer to invoke the demand of the delivery Goods and the Buyer has not demanded the delivery of the Goods within a three months term of the conclusion of the Agreement, WireWave BV has the right to summon the Buyer to specify a deadline within which all the Goods have to be delivered.
  • 6.2 In case of the summons referred to in this Article, WireWave BV has the right to charge storage costs to the Buyer for the entire time between the summons to specify a deadline and the time of the actual delivery of all the Goods takes place.
  • 6.3 In case of the summons referred to in this Article, the Buyer is obliged to comply with the summons. Failing to do so, WireWave BV has the right to dissolve the Agreement without judicial intervention and, if desired, claim compensation in the amount of the damage suffered by WireWave BV.

Article 7. Quantity

  • 7.1 In the absence of indication in the consignment note, delivery note or similar document of motivated and substantiated reservations by the Buyer or its appointees, the quantity of Goods shall be presumed to be in accordance with the statements in the consignment note, delivery note or similar document.
  • 7.2 The reservation referred to in this Article must be notified immediately and in writing by the Buyer to WireWave BV.
  • 7.3 Even if the Buyer notifies WireWave BV in due time that the quantity that has been delivered was less than stated in the consignment note, delivery note or similar document referred to in this Article, this does not give the Buyer the right to suspend payment for the Goods that already have been delivered.

Article 8. Quality and complaints

  • 8.1 All visible defects in the delivered Goods must be reported by Buyer immediately upon receipt.
  • 8.2 Defects in the delivered Goods which cannot be determined immediately upon receipt, shall be notified in writing to WireWave BV as soon as possible and in any case within eight (8) days after acceptance of the Goods.
  • 8.3 WireWave BV is not liable for any deficiency, damage or defect which is generally admissible in commerce in respect of similar goods.
  • 8.4 WireWave BV shall only be liable for damage and/or defects to the Goods in case of carriage-paid delivery (Belgium) and if, upon arrival of the Goods, the Buyer or its appointees immediately indicated the damage and/or defects on the consignment note, delivery note or similar document.
  • 8.5 WireWave BV shall only be liable for damage and/or defects to the Goods in the event of delivery ex works (at the warehouse of WireWave BV) if the Buyer, its appointees and/or the transporter appointed by the Buyer have immediately indicated the damage and/or defects on the consignment note, delivery note or similar document.
  • 8.6 If and to the extent that it has been agreed with regard to the quality of the Goods that the quality of the Goods will be comparable to a sample, that sample shall serve as a determination of the average quality of the Goods. If it has been agreed that the quality of the Goods will not be comparable to a sample, the quality of the Goods will be compared to the quality of goods which is generally admissible in commerce in respect of similar goods. 8.7 If it has been agreed that the Goods are to be delivered in accordance with the specifications and/or to the satisfaction of the Buyer's client(s) or their supervisory board, the Buyer can only derive claims which go beyond the provisions of the General Terms and Conditions of Sale and Delivery, if and insofar as such further claims have been explicitly agreed with WireWave BV and arise from the Buyer's obligation to comply with the specifications, the contents of which the Buyer has informed WireWave BV in writing and in due time, so WireWave BV has been able to take these specifications into account in the Offer.
  • 8.7 If it has been agreed that the Goods are to be delivered in accordance with the specifications and/or to the satisfaction of the Buyer's client(s) or their supervisory board, the Buyer can only derive claims which go beyond the provisions of the General Terms and Conditions of Sale and Delivery, if and insofar as such further claims have been explicitly agreed with WireWave BV and arise from the Buyer's obligation to comply with the specifications, the contents of which the Buyer has informed WireWave BV in writing and in due time, so WireWave BV has been able to take these specifications into account in the Offer.
  • 8.8 In case of defective Goods delivered by WireWave BV, the Buyer can only claim damages insofar that the Goods have not yet been processed by the Buyer.
  • 8.9 If the Buyer can assert a claim under the provisions of this Article, this shall not entitle him to suspend payment.

Article 9. Delivery

  • 9.1 The time of delivery stipulated in the negotiated/special terms of sale implies an obligation of effort for WireWave BV.
  • 9.2 Except if expressly agreed in the negotiated/special terms of sale or in case of intent or its gross negligence on the part of WireWave BV, exceeding of the stipulated time of delivery does not grant the Buyer to claim any damages from WireWave BV.
  • 9.3 If the stipulated time of delivery is exceeded, the Buyer shall not be entitled to terminate the Agreement nor to refuse acceptance of the Goods and/or services nor to fulfil its own obligations under the Agreement. The latter under exception of general and imperative termination possibilities provided under Belgian law.

Article 10. Liability

  • 10.1 Except in cases of intent or gross negligence, in all cases where WireWave BV is held liable for defective Goods, its liability shall be limited to the repair or replacement of the Goods. In case WireWave BV is unable to provide for the repair or replacement of the Goods, WireWave BV's liability shall be limited to the total amount of the value of the Goods in the Agreement.
  • 10.2 Except in cases of intent or gross negligence, WireWave BV cannot be held liable for consequential and indirect losses, stagnation losses, construction delays, loss of orders, loss of profits, processing costs, (…) which might be suffered by the Buyer.

Article 11. Reusable packaging

  • 11.1 Reusable packaging (packaging, pallets, coils, etc.) used by WireWave BV for the delivery and/or on for the use the Goods will be listed separately on the invoice by WireWave BV.
  • 11.2 Unless expressly agreed in the negotiated/special terms of sale, WireWave BV shall provide reusable packaging as referred to in this Article to the Buyer free-of-charge for a period of six (6) months, counted from the date of delivery of the Goods.
  • 11.3 After the expiry of the free-of-charge period of six (6) months as referred to in Article 11.2, WireWave BV has the right to claim a lump sum compensation from the Buyer for the additional use of the reusable packaging as referred to in this Article. This lump sum compensation amounts to €500 and is due on the expiry of a period of eight (8) days from the day following the notification by WireWave BV in which WireWave BV informs the Buyer that the free-of-charge period of six (6) months has expired.
  • 11.4 The modalities concerning the use and the return of reusable packaging referred to in this Article shall be determined by a separate document called: "Drum Return Management".

Article 12. Return shipments

  • 12.1 Return shipments will only be accepted if expressly agreed in writing between WireWave BV and the Buyer.
  • 12.2 Return shipments can only be made in consultation with WireWave BV. Only Goods originating from WireWave BV can be returned within eight (8) days after their delivery.
  • 12.3 Damaged Goods and packaged Goods, whose packaging is missing or damaged, cannot be returned.
  • 12.4 Only standard in-stock Goods can be returned. Goods that are specific in their nature or number cannot be returned. Goods which are specific in their nature or number may include, inter alia and non-exhaustively: goods which must be manufactured by WireWave BV to size, shape or colour; goods which must be ordered specifically for the Buyer, ...
  • 12.5 In the event of return shipments, the Goods must be returned to WireWave BV carriage paid. Under no circumstances can WireWave BV be held liable for any costs that are related to the return shipment of the Goods.
  • 12.6 WireWave BV has the right to subject return shipments to an internal quality control. If the returned Goods fail this quality control, these Goods no longer meet the quality of the Goods as delivered to the Buyer at the time of delivery or if these Goods are no longer susceptible to be resold, WireWave BV has the right to refuse the return shipment.
  • 12.7 Return shipments will be credited, minus an administrative return costs in the amount of 10% of the purchase value in the Agreement. In any case the minimum administrative return cost will be €100.

Article 13. Force majeure

  • 13.1 If WireWave BV is prevented from delivering the Goods and/or is prevented to fulfil its contractual obligations due to a non-attributable shortcoming (force majeure), WireWave BV will have the right to suspend the delivery and/or its contractual obligations during the entire time that the event that led to force majeure occurs. In any case of force majeure as set out in this Article, WireWave BV has the right to dissolve the Agreement, insofar as the Agreement has not yet been executed.
  • 13.2 A non-attributable shortcoming (force majeure) applies to all circumstances which, according to reasonableness and fairness, mean that the fulfilment of (and/or part of) the Agreement cannot be expected from WireWave BV. This includes, but is not limited to: war, riots, riots, acts of war, strikes and lockouts, natural disasters, disruption of supply, breakdown of machines and/or tools, unavailability of transport, stagnation of supply, government measures as well as any circumstance, of whatever kind, as a result of which it is reasonably impossible for WireWave BV to deliver normally.
  • 13.3 All circumstances in which WireWave BV invokes force majeure as set out in this Article, WireWave BV cannot be held liable for any damages that might result from these circumstances.

Article 14. Retention of title

  • 14.1 Ownership of the goods remains with WireWave BV until the Buyer has fulfilled all obligations in the Agreement.
  • 14.2 If the Buyer fails to fulfil any of its obligations in the Agreement, WireWave BV shall be entitled to dissolve the agreement and revindicate the Goods without prior notice of default and judicial intervention.
  • 14.3 WireWave BV shall, in cases referred to in this Article, be entitled access to the Goods, whereby the Buyer has the obligation to provide all cooperation to WireWave BV, in order to exercise this revindication.
  • 14.4 Without prejudice to the retention of title as referred to in this Article, WireWave BV will be entitled to recover any damages from the Buyer which WireWave BV has suffered as a result to exercise the revindication.

Article 15. Payment and security

  • 15.1 Unless expressly stated otherwise on the invoice, the invoice shall be paid within thirty (30) days of the invoice date. Disputes or complaints, even if founded, do not suspend the Buyer's payment obligation. The purchase price (including all taxes) is due on the due date.
  • 15.2 Without any notice of default being required, every invoice which is overdue provides WireWave BV the right to claim additional interest on arrears which are calculated from the due date of the invoice until the final and complete payment by the Buyer. For the interest rate WireWave BV refers to the application of the (Belgian) Law of 2 August 2002 on combating late payment in commercial transactions.
  • 15.3 In addition, all (recovery) costs incurred by WireWave BV for administration and/or for the recovery of payment from invoices which are overdue shall be borne by the Buyer. Such recovery costs shall amount to ten percent (10%) of each unpaid amount with a minimum amount of € 150, without prejudice to the right of WireWave BV to prove and claim higher recovery costs. The aforementioned recovery costs shall be due without any notice of default being required, as soon as an invoice is overdue.
  • 15.4 Complaints regarding invoicing must be reported by registered letter within eight (8) days of the invoice date.
  • 15.5 If in the opinion of WireWave BV there is reason to do so, WireWave BV is at all times entitled to demand that the Buyer provides a security or guarantee for payment. Failing to provide such security or guarantee, WireWave BV has the right to suspend delivery, even if delivery on demand has been agreed upon, or to dissolve the Agreement without judicial intervention and, if desired, to claim damages. The purchase price of that which has already been delivered shall in that case become immediately due and payable.

Article 16. Intellectual property rights

  • 16.1 WireWave BV retains all intellectual property rights, including and without limitation, to its Offers, provided designs, images, drawings, samples, (trial) models, software and the like.
  • 16.2 These intellectual property rights are and shall at all times remain the property of WireWave BV regardless of whether the other party has been charged for their manufacture.
  • 16.3 These intellectual property rights shall remain the property of WireWave BV even after the assignment has been granted and the copyright thereon shall remain vested in it.
  • 16.4 Under no circumstances may these intellectual property rights be copied, used or shown to third parties without the express written consent of WireWave BV.
  • 16.5 For each violation of this provision, the Buyer shall owe WireWave BV a penalty of €10,000. Without prejudice to this penalty, WireWave BV shall be entitled to prove and claim higher damages.

Article 17. Privacy/GDPR

  • 17.1 WireWave BV collects and processes the personal/business data it receives from the Buyer for the purposes of the performance of the contractual relationship resulting from the Buyer's order/purchase, customer management, purchases, accounting and direct marketing activities. The purposes are the performance of the contract, customer management, fulfilment of legal and regulatory obligations, granting access to your profile on our customer portal, management of disputes and claims, management and optimisation of our website, to be able to follow up on requests and queries made via the contact form on our website and send the requested information, direct marketing activities such as sending newsletter, promotional or commercial information.
  • 17.2 These personal data will only be passed on to processors, recipients and/or third parties insofar as this is necessary within the framework of the aforementioned purposes for processing. The Buyer bears responsibility for the accuracy of the personal/company data he provides to WireWave BV and undertakes to comply with the General Data Protection Regulation in respect of the persons whose personal data he has transmitted to WireWave BV, as well as in respect of any possible personal data he would receive from WireWave BV and its employees.
  • 17.3 The administrator is Ms Greet Adams with contact details: E greet@wirewave.be , T +32 (0) 3 430 35 10.
  • 17.4 If the Buyer does not want WireWave BV to process this data for the purpose of direct marketing, it is sufficient to notify WireWave BV via the e-mail address mentioned in this Article. The Buyer can also request which data WireWave BV processes about the Buyer and request that the data be corrected or deleted.
  • 17.5 The Buyer confirms that it has been adequately informed about the processing of its personal data and about its rights to access, correct, delete and object.

Article 18. Applicable law / Disputes

  • 18.1 All Offers, Agreements and invoices are governed by Belgian law, to which these General Terms and Conditions of Sale and Delivery apply as a supplement and a derogation, insofar as mandatory provisions do not oppose. The United Nations Convention on Contracts for the International Sale of Goods (CISG - Vienna Sales Convention) and the provisions of international private law shall not apply to the extent permitted under applicable law.[Convention of Contracts for the International Sales of Goods]
  • 18.2 Should any provision of these General Terms and Conditions of Sale and Delivery be void or declared void, all other provisions of these General Terms and Conditions of Sale and Delivery shall remain in force and effect and WireWave BV and the Buyer shall consult in good faith to agree on a new provision to replace the void or voided provision, taking into account, as far as possible, the purpose and scope of the void or voided provision.
  • 18.3 In case of dispute in the interpretation and translation of the General Terms and Conditions of Sale and Delivery, the Dutch (Nederlandstalig) version should be considered the original and the General Terms and Conditions of Sale and Delivery should be interpreted in this manner.
  • 18.4 Except for opposing mandatory legal provisions, all disputes relating to the Offer, Agreement and invoices covered by these General Terms and Conditions of Sale and Delivery shall be within the exclusive jurisdiction of the courts of the place of the registered office of WireWave BV.

 

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