1. ORDERS: By placing his order, the client endorses these general terms and conditions of sale and expressly waives the application of his own general (sales) conditions, however published or made known. * Unless otherwise agreed in writing by the parties, the terms and conditions contained in this document constitute the integral agreement concluded between the parties, which shall also apply if order forms or other written documents contain provisions contrary thereto.
2. OFFERS: Our offers are made to inform the potential client and are not binding. They are made subject to sales or sufficient stock. In case of increases in wages, social charges, prices of raw materials and changes in exchange rates, our offers may be revised at any time. Offers made without Wollux having exact knowledge of the item to be reproduced or produced may be purposely modified if during the ordering or production phase it appears that the work to be performed does not correspond to the prepared specifications. Similarly, Wollux reserves the right to make such changes to the item to be reproduced or produced as it may be forced to make as a result of its production techniques; in doing so, it shall endeavor to stick as closely as possible to what was included in the offer.
3. ACCEPTANCE: Orders, whether placed directly or through representatives or agents of Wollux, can only be regarded as accepted if they have been confirmed by Wollux in writing, with the proviso that Wollux's insurer must be of the opinion that the cover to credit is sufficient. If there is no more coverage to credit or if there have been changes in this coverage, Wollux is entitled to deliver cash on delivery, even if other conditions were stipulated when the order was confirmed. The other party cannot evade this provision.
4. PRICES: Prices are always net prices, excluding discounts on the size of the order, commission and discounts for cash payment.
5. PAYMENT: Unless otherwise agreed in writing, invoices must be paid in cash at the office of Wollux N.V., in the currency in which they are quoted and without any discount for cash payment or deduction. * Legal payment has only taken place when the amount due according to the relevant invoice has been paid to a representative or agent authorized by Wollux. * For each delay in payment, the other party is automatically and without notice of default obliged to pay interest of 1.5 % per month, without prejudice to Wollux's right to claim compensation for other damages and costs. * If the invoice has not been paid, likewise by this fact itself all stipulations laid down with respect to the other party expire, as a result of which all Wollux's claims against the client in question become immediately due and payable. * If the invoice is not paid by the due date, the total amount of the invoice, in addition to the above-mentioned interest, will also be increased by 15 % with a minimum of € 200 as compensation for administration costs, without Wollux being obliged to prove the damage and without prejudice to Wollux's right to recover other damage and costs from the Buyer if they are higher. * All costs, both judicial and extrajudicial, which Wollux incurs or which, in its judgment, must be incurred to collect the buyer's outstanding invoices, including interest and administrative costs, will be for the buyer's account. * Payments by or
due to the buyer shall extend successively to payment of the extrajudicial costs incurred or to be incurred by Wollux, the legal costs, the interest and administrative costs and then in order of age the outstanding principal sums, all regardless of the buyer's designations. * The buyer can only object to the invoice within the payment term stated on it. * Wollux reserves the right to execute orders at a delayed pace or even not at all if payments relating to previous deliveries, under the contract in question or other contracts, have not been fulfilled. * The buyer is not entitled to use the existence of any dispute as an argument to refuse or suspend payment. An invoice amount quoted in a foreign currency shall be adjusted if there is any change in the exchange rate between the Euro and the relevant foreign currency, in proportion to such change. This adjustment can only take place if, between the date Wollux entered into the agreement and the date the other party paid,
the exchange rate changed more than 5 % to Wollux's disadvantage.
6. RETENTION OF OWNERSHIP: In case of non-payment, and if the goods are physically located in whole or in part on the premises of Wollux, the latter not only reserves the right to keep them, but also to sell them for its benefit at the expense of the defaulting other party. Only in this case will the transfer of the risks to Wollux take place in accordance with Article 2080 of the Civil Code. Such lien and implementation can be exercised when media or goods are with Wollux, even if the latter do not relate to the unpaid invoices, on value that it is the same debtor as the relevant invoices. The further course of the business relationship will depend on the relationship in these circumstances. In this context, Wollux automatically becomes a lienholder and Wollux must proceed with the registration of the invoices related to the retained goods or for the invoices related to the non-respected performance under the assumption that these goods were related to the retained goods. Wollux is bound to comply with the requirements of Article 2078 of the Civil Code in such an assumption. If the delivered goods are actually located, in whole or in part, on the premises of the defaulting other party, their return can be demanded by means of a letter registered at the post office with acknowledgment of receipt; thereafter, the goods will be taken back immediately by Wollux, without any other formal requirements having to be fulfilled or action having to be taken through the courts. The Buyer hereby irrevocably authorizes Wollux, should Wollux deem it necessary, to enter the Buyer's premises. All costs involved in retrieving the goods shall be for the Buyer's account. Wollux is not obliged to refund amounts already paid by the Buyer. Wollux may act in the same way if the defaulting party
has resold goods to third parties who themselves have not fulfilled their obligations to the aforementioned defaulting other party.
7. DELIVERY TIME: The deadlines accepted or confirmed by Wollux are for informational purposes only. The counterparties of Wollux are not entitled to cancel the contract on the grounds that the delivery would not have taken place at the initially confirmed time, nor to refuse goods or a medium for making work or to claim damages. * Cancellation of an order placed may only take place after notice of default has been given by means of a registered letter specifying and imposing a final deadline for the performance of the work; a reasonable deadline must be observed, which may in no case be less than 30 days from the date of receipt of the registered letter. * Force majeure relieves Wollux of its obligations and discharges it from all liability in connection with the consequences of their non-performance; situations of force majeure shall be considered in particular: delayed delivery of raw materials by our suppliers, strike or lockout, import or export bans, fire or accidents, mobilizations, wars, riots, natural disasters or government regulations. * In these various cases, Wollux may, at its discretion, either cancel the contract in whole or in part, definitively or provisionally, without having to submit it to the court beforehand, or suspend its execution without the other party being able to claim any compensation for damages or interest on this basis. * It follows that the present contractual relations cannot, in normal cases, result in a transfer of risk to Wollux, except in the possibility suggested in article 6 of these general terms and conditions in case of non-payment.
8. TRANSPORTATION: All shipments shall be made at the risk of Wollux's counterparty, even in the case of carriage-paid delivery or deviating provisions. If there is any delay, defect or damage, it shall be for the respective other party to make reservations as to the use and recourse against the carrier who shall be held solely liable prior to recovery. If goods are taken away at the place from which they are to be shipped, they shall be assumed to have been approved, even if they have been taken away at Wollux's site by Wollux's trucks; in this case, it shall be up to the other party to take its measures to inspect the goods before taking delivery.
Wollux hereby undertakes to give opportunity at its premises for any inspection of goods that may be necessary in connection with the procedure for their approval.
9. COPYRIGHTS: Designs, sketches, creations, scale models and other models made by Wollux remain entirely the property of Wollux and may not be reproduced without written permission. * The purchase of a creation from Wollux does not imply the transfer of the intellectual property rights associated with it. * Under no circumstances can Wollux be held liable in connection with claims concerning the right to industrial trademarks, models, drawings or patents, which are submitted by third parties in relation to orders that Wollux executes on behalf of the other party. In this context, Wollux shall exclusively execute orders placed by the other party; the other party is hereby liable to third parties in connection with all possible claims regarding intellectual property rights. * Wollux reserves the right to mention its company texts, brands, abbreviations or special brand serial numbers, in combination or separately, on every medium coming from its workshops, in addition to the existing legal texts, even if on the aforementioned media the name of a publisher, intermediary,
make contractor or advertiser is mentioned. It reserves the same right with respect to all Wollux packaging.
10. CONFORMITY IN EXECUTION: Execution in accordance with the contract is guaranteed only with the proviso that deviations are permitted within certain limits, both in terms of quantity, quality, composition, color shades, firmness, shrinkage, shifts and dimensions. The buyer must check the quality and quantity upon delivery of the goods. The color match is guaranteed only per piece, per color bath and per delivery. * Wollux cannot be held liable if colors do not match other color ranges. These external, added elements may only be selected by the other party after receiving the fabrics colored through Wollux. If an Other Party of Wollux has chosen certain assortments or added elements before the delivery of the fabrics manufactured by Wollux, this choice shall be at its risk. In case of mutual combinations of products manufactured at Wollux, the other party must choose these combinations as planned at Wollux; in all other cases, it acts at its own risk. The other party must always notify Wollux that items are to be matched, with the obligation to order matched items at the same time. * In manufacturing work, Wollux is not liable for the way in which the medium delivered by the other party holds up under different treatments in connection with preparation, printing or finishing. * With regard to the reproduction of "exclusive" color shades, the other party must accept that certain deviations may occur as a result of the technical requirements that must be met for the various reproduction and production processes and for the various media used; this applies in particular to pigment dyes and to material made from non-woven materials. * For printed advertising material, a quantitative deviation of 10% is permissible for orders of less than 50 units; for banners made of nonwoven fabric
this permissible deviation is 20%.
11. LIMITATION OF LIABILITY: If Wollux has provided a "fiat for printing," either on a proof or on the design itself, this relieves Wollux of all liability regarding errors or omissions that may be found after printing. Author corrections are for the account of the other party. This approval for printing will only be issued if the other party itself expressly requests it. If, due to the delivery deadline requested by the other party, it is not feasible to issue a fiat for printing or if the other party does not request a fiat for printing, the printed matter will be created at the other party's risk; if errors are established after printing, the other party will not be entitled to refuse delivery of the goods in question. At most, the other party can enter into negotiations on the price of the delivered goods in relation to the seriousness of the error, without Wollux being obliged to deliver to the other party at a price lower than the cost price. * Designs, clichés, compositions, films, in a word: all resources used by Wollux for the execution of an order, are part of Wollux's resources and remain its full property, unless otherwise expressly agreed in writing beforehand. However, Wollux is not obliged to keep these means, unless the additional costs related to keeping them are compensated proportionally. * Resources belonging to the other party shall remain in the workshops of Wollux or its principals, and shall be kept there at the risk of the other party or the principal. * Wollux's liability can never exceed the value of the services it has provided, whereby the amount of the invoice, excluding VAT and costs, is normative. * If a treatment is performed on a medium supplied by the other party that is not
produced by Wollux, the other party must inform Wollux of all aspects or qualities that could affect the requested treatment.
12. PROTEST AND RETURNS: All forms of protest not relating to hidden defects shall be null and void if not notified by registered letter within eight days of receipt of the goods. After the expiry of the aforementioned period, no protest shall be possible. * Once the delivered goods or a part of them have been put into use, this automatically means that they have been approved. The receipt of the delivery note, of the dispatch notice constitutes proof that the delivered goods have actually been received. If any defects are
found in certain parts of the goods, this does not mean that an objection can be made to the delivery as a whole. Such defects may only result in a price reduction; as a result, there is no obligation to replace or pay damages. * Wollux is entitled to offer repair or exchange. If it is duly determined that a protest is justified, price reductions and damages can never exceed the amount of the disputed delivery. * Wollux shall only be liable for hidden defects if it was aware of these defects. This shall not be assumed a priori; the other party must prove that Wollux was aware of them.
wore of the hidden defects in question. * No returns can be made without the written consent of Wollux. If Wollux gives such consent, this shall in no way imply recognition of guilt. Any return of goods shall be free of charge and in the original packaging. * All goods taken back by Wollux lose their exclusive character; they can be sold immediately by Wollux, without any restrictions as to time, location or price.
13. CANCELLATION OR CANCELLATION: If the other party cancels or terminates a contract, Wollux shall thereby be entitled to compensation of at least 50 % of the total price or of the obligations with respect to which the other party has committed under Article 1184 of the Civil Code.
14. TERMINATION - DELAY OF PAYMENT TERM: In the event of any event that threatens the insolvency of the other party, Wollux shall be entitled either, without prior recourse to the courts, to terminate the purchase agreement and possibly obtain a refund of the goods in question, without prejudice to the provisions of Articles 5 and 6, or to declare the agreed period for payment of the purchase price to have expired.
15. ADVERTISEMENT TAX: Wollux only applies this tax if the other party has requested it in writing, and only on condition that the other party has paid the amount involved in advance, when placing the order. The other party shall be deemed to be aware of the legislation on the posting tax and shall release Wollux from any liability regarding the application of this legislation in connection with the advertising material ordered.
16. COMPETENCE AND APPLICABLE LAW: The law applicable to our contractual relations is exclusively Belgian law. Any dispute less than 50,000€ is the exclusive responsibility of the courts of the judicial district of Tournai (Belgium). Any dispute with a value equal to or greater than 50,000€ will be tried according to the regulations of CEPINA. The court will consist of 1 judge unless the dispute has a value higher than 500,000€, in which case the court will consist of 3 judges. The language of the proceedings will be French.
17. RIGHT LANGUAGE: Only the French text of these general conditions is legally valid, other texts, which will be made available upon request, are translations.
