Sales Conditions

1. Prices

  1. BekaertDeslee Holding N.V. and its affiliate companies (hereafter referred to as “BekaertDeslee”) may adapt the CPT & CIP prices (incoterms 2010) from time to time to the changes of transport and insurance costs and taxes, as well as foreign exchange fluctuations, currency fluctuations or significant increases in de cost of labour, materials or other manufacturing costs in the course of the execution of the contract.

  2. Any prices, rates, times of delivery and sales conditions which are given, even by a representative of BekaertDeslee, are merely indications and do not entail an undertaking by BekaertDeslee as long as they have not been confirmed by BekaertDeslee.

2. Delivery

  1. Force majeure suspends the terms of delivery and does not entitle the client to claim for damages or dissolution of the contract. Force majeure in any case includes the following events: interruption of the supply, strikes, lock-out, fire, natural disasters.

  2. Unless specified otherwise, BekaertDeslee will strive to make delivery within four months. Delays in delivery never entitle the client to claim for damages or dissolution of the contract, unless such delay is unreasonable. Spread deliveries will be determined in such a way that the contract can be executed by BekaertDeslee. A shortage or surplus of 5% of the goods to be supplied cannot be considered as a breach of contract by BekaertDeslee.

3. Complaints and returns

  1. Complaints are only valid if they have been made within ten days of receipt of the goods in writing and by registered mail, and if the goods have not been subject to any manipulation or improper use. The date to be taken into consideration is the date of posting. BekaertDeslee reserves itself the right to replace the goods supplied, in which case the client will have no further claim (both in case of apparent as in case of hidden defects).

  2. Goods can only be sent back with the written consent of BekaertDeslee and such a return does not constitute a recognition of any fault by BekaertDeslee. The goods have to be returned in their original wrapping, free of freight and costs.

  3. BekaertDeslee's liability can never extend beyond the value invoiced, exclusive of V.A.T. or any other taxes.

  4. BekaertDeslee is only liable for hidden defects if it was informed of them. Such knowledge cannot be presumed, but must be proved by the client. Such liability is in any case limited to a period of six months after the delivery. Faults appearing after delivery will be presumed not to have existed at the moment of delivery and/or to be the result of a wrong manipulation or improper use by the client.

4. Payment

  1. Invoices are payable in fifteen days, unless any other prior written agreement, and payment must be made by wire transfer to the BekaertDeslee’ bank account except if other conditions have been agreed upon between the client and BekaertDeslee.

  2. An interest equal to the interest mentioned in article 5 of the Belgian law of August 2, 2002 on combating late payment in commercial transactions is automatically due as of the date of maturity, without further notice, and shall be a minimum of 12% of the debt and never lower than 250 EUR. In any event BekaertDeslee will be entitled to claim all relevant recovery costs incurred as a consequence of the client's late payment.

  3. If delays of payment have been granted or bills of exchange have been signed, further to this contract or any other contract, and if one payment has not been made in time or one bill of exchange has not been paid at the date of maturity, all debts resulting from all contracts are immediately and automatically due without further notice.

  4. Bills of exchange or accepted securities do not constitute a renunciation of the present conditions or any notation.

  5. Except if the client proves otherwise, the date of invoice is considered to be the date of delivery.

5. Suspension and dissolution of the contract (express resolutory clause)

  1. If the client does not respect his obligations under the present or any other contract (inter alea payment) BekaertDeslee may dissolute the contract and repossess any goods in respect of which payment is overdue and thereafter resell the goods. For this purpose the client hereby grants an irrevocable right and licence to BekaertDeslee and its employees, authorized representatives and agents to enter all or any of its premises with or without vehicles during normal business hours; this licence shall continue to subsist notwithstanding the termination of the contract for any reason and is without prejudice to any other rights of BekaertDeslee.

  2. Parties agree that, in the event of termination of the agreement due to any failure of the client, the client will pay liquidated damages calculated at 30% of the invoiced amounts which remained unpaid unless higher damages can be proven.

6. Guarantees

BekaertDeslee can at any time, even during the execution of any contract, request the client to provide the necessary guarantees for the execution of the contract. If the client cannot provide such guarantees, Bekaert has the right to suspend the execution or resolve the contract automatically and without notice.

7. Retention of title

  1. It is a condition of the contract that the ownership of all the goods to be delivered by BekaertDeslee to the client shall remain vested BekaertDeslee until payment due under all contracts between BekaertDeslee and the client has been made in full. For as long as such ownership remains vested in BekaertDeslee the client is not authorized to alter the goods by subjecting them to any manufacturing process or incorporating them into an other product or mixing them in any way.

  2. Until payment under all contracts between BekaertDeslee and the client has been made in full (i) the client shall hold in trust for BekaertDeslee the goods (ii) in the event of the sale or hire of the goods by the client, he shall hold the proceeds of such sale or hire in trust for BekaertDeslee in a separate bank account opened for this purpose (iii) BekaertDeslee shall be entitled to trace all such proceeds of sale or hire charges received by the client through any bank or other account (iv) in the event of sale or hire of the goods in the ordinary course of its business, the client shall assign its rights to recover the selling price or hire charges from the third parties concerned to BekaertDeslee if required to do so in writing BekaertDeslee.

  3. Until payment in full has been made, the client shall hold the goods as bailee in a fiduciary capacity for BekaertDeslee and it shall be the responsibility of the client to keep the goods in good repair and condition at his own expense; the goods shall be held separately from other assets and clearly marked as the ownership of BekaertDeslee.

  4. Until such time as Title in the goods has passed to the client.

    1. BekaertDeslee shall have absolute authority to retake, sell or otherwise deal with or dispose of all, any, or part of the goods in which Title remains vested in the said BekaertDeslee.

    2. For the purpose specified in (i) above, BekaertDeslee or any of its employees, agents or authorised representatives shall be entitled at any time and without notice to enter upon any premises in which the goods or any part thereof is installed, stored or kept, or is reasonably believed so to be, for the purpose of removing the goods and to remove the goods from the said premises and/or as the case may be, pay BekaertDeslee the proceeds then held by the client as Trustee for the said BekaertDeslee in accordance with this clause.

    3. BekaertDeslee shall be entitled to seek a Court Injunction to prevent the client from selling, transferring or otherwise disposing of the goods.

  5. The client's right as intending buyer to possession of the goods shall cease at whichever is the earliest of the following dates: (i) on the expiration of the agreed period of credit if any; (ii) if he being a company committing an act of bankruptcy or does anything which would enable a petition for bankruptcy to be made or in the event of a liquidation of the client or the client halting its commercial activities; (iii) if the client as intending buyer being a company does anything or fails to do anything which would entitle a receiver to take possession of any assets or which would entitle any person to present a petition for winding up or apply for an administration order.

  6. If a receiver or manager or any other person acting on behalf of the intending buyer/client shall in any way seek to impune BekaertDeslee\'s title to the said goods, or seek to claim that this conditional sale amounts to a charge on the intending client\'s assets, he shall pay the seller as agreed and liquidated damages for slander of title being treble the agreed price of the said goods.

8. Various provisions

The present conditions apply to all contracts to the exclusion of the general conditions of the client. All contracts are exclusively subject to the Belgian law, except as described hereafter. BekaertDeslee has the right to bring all claims and contestations before the law courts of Kortrijk, or those which have jurisdiction over the registered office of the client. BekaertDeslee also has the right to submit the conflict to arbitration, by three arbiters, one appointed by each party and the third by the president of a commercial court chosen by BekaertDeslee. BekaertDeslee reserves itself the right to apply the national law of the domicile, registered office, administrative office, business office, branch or any other office of the client. In that case, this law will be applicable. In case of conflict with respect to the interpretation of the various texts, the Dutch text will prevail.

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