Verkoopsvoorwaarden
General Terms and Conditions
Article 1: Price
1.1. Unless otherwise agreed in writing, all prices of ERIKS Belgium NV (hereinafter: ERIKS) are stated in euros and are net prices based on delivery “Free Carrier” (FCA – Incoterms 2010). Regardless of the place of delivery, prices exclude VAT and other charges, assembly and commissioning costs, and non-standard packaging costs.
1.2. In the event of changes in cost factors for ERIKS (such as the price of raw materials, salaries or social charges), ERIKS is entitled to adjust the price accordingly.
1.3. ERIKS is entitled to index its prices annually.
1.4. For orders with an invoice value of less than EUR 500.00 excluding VAT, ERIKS has the right to charge administration and shipping costs. The standard rate for these costs is EUR 32.50 per order; different rates may apply to orders placed through the ERIKS webshop. ERIKS may revise these costs periodically. For deliveries of certain products, including but not limited to deliveries of large dimensions and/or exceptional weights, ERIKS has the right to charge administration and shipping costs regardless of the invoice value of such orders. ERIKS determines the amount of these costs reasonably.
Article 2: Delivery and risk
2.1. Unless otherwise agreed in writing, delivery periods are indicative only and do not bind ERIKS. If the delivery period is exceeded, the Customer is not entitled to claim compensation or terminate the agreement.
2.2. ERIKS is entitled to make partial deliveries, which will be invoiced separately.
2.3. Without prejudice to Article 1.1 of these general terms and conditions, goods are delivered “Free Carrier” (FCA – Incoterms 2010).
Article 3: Payment
3.1. ERIKS invoices are payable in cash at ERIKS’s registered office, or by transfer to the bank account specified by ERIKS, within thirty (30) days after the invoice date, without deduction of any discount. The value date indicated on the bank statement is considered the payment date. Bank charges are borne by the Customer.
3.2. In the absence of payment on the due date, the Customer owes, by operation of law and without notice of default, (i) interest calculated on the basis of the interest rate under the Act of 2 August 2002 on combating late payment in commercial transactions, and (ii) fixed compensation of 10% of the outstanding invoice amount, with a minimum of EUR 40, for ERIKS’s own collection costs. This is without prejudice to ERIKS’s right to additional compensation for all other actual collection costs exceeding that fixed amount and arising from late payment, including the procedural indemnity provided for by the Belgian Judicial Code.
Article 4: Retention of title
4.1. All goods supplied by ERIKS remain the property of ERIKS until the Customer has paid everything owed to ERIKS under the agreement concerning the goods or any related agreement, including interest and costs. The retention of title until full payment of the price also applies if it has been agreed that the goods are to be assembled by ERIKS at the Customer’s site or at the site of a purchaser of the Customer.
4.2. Pending the transfer of ownership of the delivered goods, the Customer may dispose of the goods in the course of its normal business activities. However, the Customer may not transfer ownership of the goods to a third party other than subject to the suspensive condition of the transfer of ownership from ERIKS NV to the Customer.
4.3. As long as the goods are not used, the Customer must keep the delivered goods separate from other goods until ownership has been transferred.
Article 5: Modification and discontinuation of the manufacture of goods and services
ERIKS may, on its own initiative, modify the quality or specifications of its goods and discontinue the manufacture of one or more types of goods. If ERIKS considers that such modification results in a material change to the performance of the relevant goods, ERIKS will inform its Customer in writing within thirty (30) days. The Customer then has the right to terminate the agreement within fourteen (14) days.
Article 6: Assembly and installation work
6.1. If assembly and installation work has been agreed, the Customer is responsible for the correct and timely implementation of all arrangements, provisions and/or conditions necessary for the installation and safe execution of the work to be assembled.
6.2. Without prejudice to the provisions above, the Customer must, at its own expense and risk, ensure in good time that:
a. ERIKS is granted free access and is able to carry out the work properly during normal working hours and, if ERIKS considers this necessary, also outside normal working hours;
b. earthworks, paving, piling, demolition, foundation, concrete, carpentry and upholstery work, or other additional work, are completed so that the site is easily accessible and installations are clean and undamaged;
c. auxiliary, hoisting and/or lifting equipment is available to move objects that cannot reasonably be handled by two people;
d. scaffolding, platforms and ladders are available and installed;
e. fuels and materials such as compressed air, gas, water, electricity, supply and discharge lines required for the execution of the work, as well as for any testing and commissioning, and the supply of switching and safety equipment and lines for the electric motors and/or other electrical equipment to be supplied, are available to ERIKS at the correct location;
f. during the work, a dry, heated, illuminated and separately lockable space of sufficient size is made available to ERIKS in the immediate vicinity as accommodation for ERIKS employees and for storing materials to be processed, tools and employees’ personal belongings; and
g. applications are made in time and the amounts due are paid in respect of connections, charges and permits.
6.3. Damage and costs arising because the conditions set out in the previous paragraph have not been met, or have not been met in time, are and remain at the Customer’s expense.
Article 7: Limited deviations in relation to the ordered goods
Unless otherwise agreed in writing, ERIKS is permitted to make a limited deviation to the goods in terms of colour, quantity, size, weight or Shore hardness.
Article 8: Disputes and objections – time limits
8.1. Any objections concerning order confirmations must be submitted by the Customer in writing no later than eight (8) days after receipt of the relevant documents. The Customer waives its right to dispute the order confirmation after this period has expired.
8.2. Any objections or disputes concerning invoices must be submitted by the Customer in writing no later than thirty (30) days after the issue of the relevant invoice. The Customer loses the right to dispute the invoice after this period has expired.
8.3. Without prejudice to Article 10, the Customer must inspect services performed and/or goods received from ERIKS for errors and defects immediately after performance or receipt. The Customer must notify ERIKS in writing of errors or visible defects within five (5) days after delivery. Failing this, the Customer loses any right of recourse for such error or defect, whether for repair of the goods, possible compensation or termination of the agreement. In any event, dismantling, processing, incorporating, trading, modifying or repairing the delivered goods by the Customer renders any claim inadmissible.
Article 9: Warranty
9.1. Goods affected by a hidden defect will, at ERIKS’s discretion, be repaired or replaced no later than twelve (12) months after delivery, subject to the following cumulative conditions:
a. The Customer must demonstrate that the defects arise solely from construction defects or hidden defects existing at the time of delivery, and not from the use of the goods or any other cause.
b. The Customer must demonstrate that it has used and maintained the goods in a normal manner.
c. The Customer must notify ERIKS in writing of the hidden defect within five (5) days after discovering it. Failing this, the Customer loses any right of recourse, whether for repair of the goods, possible compensation or termination of the agreement.
d. Dismantling, processing, incorporating, trading, modifying or repairing the goods by the Customer renders any claim inadmissible.
9.2. This warranty excludes any other statutory, contractual or customary warranty that may legally be waived.
Article 10: Liability
10.1. ERIKS is only liable for damage resulting from death or personal injury, or damage to property, caused by a failure attributable to ERIKS. ERIKS’s liability is further limited to an amount equal to the total invoice value of ERIKS deliveries and/or assignments to the Customer in the calendar year preceding the event causing the damage, with a maximum of EUR 100,000.00 (one hundred thousand euros) per event or series of related events.
10.2. ERIKS is not liable for any form of indirect damage, incidental damage, consequential damage, non-material damage or punitive damage, including but not limited to loss of profit, loss of turnover, cover costs or property damage that the Customer claims to have suffered in connection with or arising from the Agreement, the Goods and/or the Services. The foregoing applies irrespective of whether ERIKS was informed of the possibility of such damage.
10.3. The Customer will indemnify ERIKS against all claims and demands made by third parties against ERIKS in connection with services and/or goods delivered by ERIKS to the Customer, insofar as these claims and demands exceed ERIKS’s liability/warranty under these terms and conditions.
10.4. Any non-contractual liability relating to the formation, performance and termination of an agreement with ERIKS is excluded with respect to ERIKS directors, employees, shareholders and direct or indirect auxiliary persons, to the fullest extent permitted by law, including in the event of gross negligence.
Article 11: Right of return
Other than in the cases referred to in Articles 8.3 and 9, returns are accepted by ERIKS subject to the following cumulative conditions:
a) ERIKS has given its prior written approval;
b) the goods are sent carriage paid, intact and in their original packaging;
c) the goods are standard or stock goods;
d) delivery took place less than six (6) weeks before the request for return; and
e) the value of the goods to be returned does not exceed 10% of the total value of the original delivery.
Article 12: Notice, termination and suspension
12.1. ERIKS has the right to terminate or dissolve the agreement, in whole or in part, with immediate effect or suspend its performance, without judicial intervention or notice of default, and without prejudice to ERIKS’s other rights, in particular the right to demand proper performance of the agreement or compensation, if:
a. the Customer dies, applies for suspension of payment, applies for bankruptcy, is declared bankrupt, applies for collective debt settlement or enters into any other similar procedure; or
b. the Customer fails to comply with any obligation arising from the law or these terms and conditions.
12.2. If an agreement is terminated in whole or in part by ERIKS, the Customer must compensate all costs and lost profits relating to the terminated agreement.
12.3. If events beyond ERIKS’s control make performance of its obligations impossible or unreasonably burdensome, ERIKS has the right not to perform the agreement and/or to terminate it unilaterally by written notice, without any obligation to pay compensation.
Article 13: Limitation period
All legal claims by the Customer against ERIKS become time-barred after six (6) months from the date on which the right of action arises.
Article 14: Intellectual property rights
14.1. ERIKS cannot guarantee that no patent rights, copyrights, trademarks, rights of use, industrial designs or any other third-party rights are infringed by goods, models and drawings supplied by ERIKS for the manufacture and/or supply of certain goods. The Customer will indemnify ERIKS against all claims made against ERIKS in this connection, including claims by the Customer’s purchasers.
14.2. If ERIKS processes the Customer’s goods, ERIKS will be considered the right holder within the meaning of Book XI of the Belgian Code of Economic Law.
14.3. Unless otherwise agreed in writing, ERIKS retains copyright and all industrial property rights in its offers, designs, illustrations, drawings, test models, software and moulds. The full or partial reproduction of ERIKS commercial documentation, whether in electronic form or otherwise, such as price lists, brochures, leaflets, illustrations, tables or technical data, is prohibited without ERIKS’s written approval. In addition, instructions supplied by ERIKS for installation, commissioning and use are confidential and intended for internal use. They may not be distributed in whole or in part.
Article 15: Applicable law and competent court
15.1. All agreements entered into by ERIKS are governed by Belgian law, without prejudice to the applicability of the United Nations Convention of 11 April 1980 concluded in Vienna (CISG).
15.2. All disputes concerning agreements entered into with ERIKS, including all disputes concerning these general terms and conditions, will be brought before the competent courts of the judicial district of Antwerp.
Article 16: Assignment
ERIKS may assign its rights and obligations under any invoice, offer or agreement without consent.
Article 17: Compliance
The Customer (a) represents and warrants to ERIKS that it is not subject to US, EU and/or UN trade sanctions; and (b) will comply with all applicable laws, statutes, regulations and codes, and will not engage in activities, practices or conduct that would constitute a breach of such laws, including those relating to: (i) trade restrictions and/or export controls, including trade sanctions imposed by the US, EU and/or UN, in respect of goods sold by ERIKS; and (ii) anti-corruption and bribery. The Customer will provide evidence of compliance with the foregoing where ERIKS may reasonably request this from time to time. In addition, (c) the Customer confirms that it conducts its business in an environmentally responsible and efficient manner, in accordance with applicable legislation and internationally accepted standards, including the OECD Guidelines for Multinational Enterprises and the UN Guiding Principles on Business and Human Rights.