Terms and Conditions
GENERAL PURCHASE CONDITIONS
All purchases of Ellimetal NV are subject to our standard terms and conditions, unless deviating agreements have been made with Ellimetal NV.
1. OBJECT
These are the General Purchase Conditions in force at Ellimetal NV, a public limited company with registered office in 3670 Oudsbergen, Schutterslaan 7, Legal Entities Register Antwerp section Tongeren), entered into the Belgian Central Enterprise Database under no 0432.858.639.
2. APPLICABILITY
The present General Purchase Conditions shall apply to every order and/or agreement drawn up and/or concluded by Ellimetal NV pertaining to the purchase of goods and/or the contracting of work and prevail over any and all non-conforming conditions and modalities in effect with the supplier, unless otherwise agreed to explicitly and in writing between the parties. In the latter case, the present General Purchase Conditions shall nonetheless retain their complementary function vis-à-vis such non-conforming conditions and modalities and remain of undiminished force and effect with respect to any point of dispute that is not exhaustively treated and established therein.
3. PRICE OFFER
Every price offer from the supplier shall remain of binding force during the term stated in the offer, with a minimum validity of one month. Ambiguities in the supplier’s price offer shall invariably be resolved in favour of Ellimetal NV. Ellimetal NV shall be bound by a price offer from the supplier only following a written order confirmation by a body within his enterprise entrusted with representation powers (Purchase or Management positions).
4. ORDER
An order submitted by Ellimetal NV shall be considered to have been accepted by the supplier unless it is refused by the latter in writing and within a term of three (3) days following receipt of the said order. At any moment prior to the acceptance of an order by the supplier, explicitly or implicitly, Ellimetal NV shall remain entitled to change its order either partially or wholly or to cancel it. An order (order confirmation) shall at all times be placed by Ellimetal NV under reservation of subsequent rectification of eventual errors and/or material mistakes.
5. DELIVERY TERMS
Delivery terms shall be considered essential commitments and binding on the supplier. In the event that the supplier fails to meet a delivery term, Ellimetal NV shall be entitled, at its own choice and discretion, effective immediately and without the need for any prior notice of default, to resort to one or several of the following rectifications: 1) an urgent delivery of the entirety or part of the goods and/or the work, or similar goods or works, by the supplier or a third party, at the supplier’s expense and responsibility; 2) the reduction of the invoice price by means of a compensation for the delay, to be fixed at 0.5% of the total price of the goods and/or the work for each day of delay, with a maximum of 15%; 3) a no-cost dissolution of the agreement with claim to indemnification for loss and/or damage suffered. These rectifications shall in no wise prejudice future recourse to any eventual additional remedies of which Ellimetal NV may wish to avail itself.
6. DELIVERY AND SHIPPING
Barring provisions otherwise, the goods shall invariably be delivered Duty Paid Ellimetal NV (Incoterms 2010). Barring agreement otherwise, the delivery of goods or work shall invariably be carried out during business days Mondays to Fridays), between 8 and 11:30 AM and between 12:30 and 4 PM. On the day of shipping of the goods, the supplier shall provide Ellimetal NV with a detailed shipping notice with mention of the order and reference numbers in casu. Packaging billed to Ellimetal NV shall be returned and credited by the supplier for its full value, as stated on the invoice in casu. Said credit notes need to be submitted in duplicate.
7. ACCEPTANCE
The acceptance of goods and/or work shall be subject to prior inspection by Ellimetal NV in its warehouses and shall, depending upon the nature of the goods and/or the work and the prevailing circumstances, take place within a reasonable term following the delivery, with proviso that this term shall never be less than 15 business days. Interim payments shall not be deemed as acceptance of the goods and/or work. Any acceptance process shall invariably be conducted under reservations and without exclusion of the eventuality of possible and latent defects in the future.
8. BILLING
With respect to received and accepted goods, the agreed-to price shall be billed following the expiration of the term stated on the order form, but at the earliest during the month of the delivery. In the absence of mention of any term, said invoices shall be payable within 3 months following the end of the month in which they are received. The invoices need to be sent to Ellimetal NV in duplicate or via the electronic route to accounting@ellimetal.com, each time with mention of the order number and of our references.
9. GUARANTEES
The supplier shall guarantee that the goods and/or work at the time of delivery 1) are in conformity with the conditions and modalities of the agreement between the parties; 2) are in conformity with all relevant and applicable legislative provisions pertaining, including the legislation concerning safety, transport, packaging, and labelling; 3) are free of patent and latent defects; 4) satisfy all relevant and applicable technical regulations and norms; 5) are free and unencumbered and not in conflict with the intellectual property rights of any third party; 6) are accompanied by all necessary and useful documentation that will enable their use, processing and/or their resale by Ellimetal NV under the most optimal circumstances and conditions, whereby the supplier shall confirm the correctness, completeness, and current actuality of said documentation.
10. DEFECTS
In the event of breach of one or several guarantees described in these General Purchase Conditions, Ellimetal NV shall be entitled, at its own choice and discretion, effective immediately and without the need for prior notice of default, to resort to one or several of the following corrective measures: 1) a new delivery of the goods and/or the work, with application of the remedies as meant in articles 6.1 and 6.2; 2) the repair or replacement of the goods and/or the work by the supplier or a third party at the supplier’s expense and responsibility; 3) the dissolution of the agreement with subsequent claim for damages; 4) the removal of the delivered goods and/or the work by the supplier or a third party at the supplier’s expense and responsibility. These rectifications shall in no wise prejudice recourse to any eventual additional remedies to which Ellimetal NV may wish to avail itself in the future. Ellimetal NV shall notify the supplier in writing of any breach of one or several of the guarantees described in the present General Conditions. The supplier shall be deemed to have accepted the defect(s) in casu barring his objections submitted in a detailed and reasoned reply within a term of two (2) business days following receipt of the said notification.
11. DAMAGE
Restitution for damage suffered by Ellimetal NV as a consequence of a breach by the supplier of his commitments undertaken as part of the agreement between the parties shall be established at 30% of the agreed-to total price, without prejudice to Ellimetal NV’s right to pursue further claim to an integral indemnity in compensation of total damage suffered.
12. SUSPENSION AND TERMINATION
In addition to the other provisions in these General Conditions, Ellimetal NV shall, in the event of a breach by the supplier of one or several of his commitments, be entitled, with immediate effect and without the need for prior notice of default, either to suspend all further execution of its own obligations until the supplier has duly rectified his shortcomings, this suspension time to be increased with a reasonable term for subsequent reorganisation, or to terminate the agreement between the parties, with claim for compensation of damages. The bankruptcy, the dissolution, or the liquidation of the supplier’s enterprise shall in good right and de iure and with immediate effect terminate the agreement between the parties.
13. SET-OFF
Ellimetal NV shall be entitled, at any moment and without the need for prior notice of default, to set-off its outstanding indebtedness vis-à-vis the supplier by means of outstanding receivable accounts owed to it by the latter, even if these are not yet claimable.
14. PLANS
All plans, drawings, and calculations that Ellimetal NV may make available to the supplier shall invariably remain the exclusive property of Ellimetal NV. Such plans, drawings, and calculations may not under any circumstances be handed to third parties for their inspection without prior written consent from Ellimetal NV. It is likewise prohibited to photocopy these plans, drawings, and calculations or to reproduce their content by any other conceivable means whatsoever. They must be returned to Ellimetal NV, at the latest together with the definitive price offer and/or the delivery.
15. JURISDICTION AND COMPETENT COURT
Belgian law shall govern the relations between the parties, to the exclusion of the provisions of the Vienna Trade Treaty. Any eventual dispute that may arise between the parties shall be exclusively ruled over and decided by the Commercial Court of Antwerp, section Tongeren.