Algemene voorwaarden

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Algemene voorwaarden

TERMS AND CONDITIONS OF SALE

These terms and conditions, applicable to all invoices, outline the terms under which Sertalink makes all sales. Sertalink will not accept any other terms and conditions of sale unless Buyer and Sertalink have executed a written agreement that specifically modifies, supersedes, or replaces these terms and conditions. Acceptance of all purchase orders is expressly conditional upon Buyer’s assent, expressed or implied, to the terms and conditions set forth herein without modification or addition.

Buyer’s acceptance of these terms and conditions is indicated by any of the following: (a) Buyer’s offer to purchase Product from Sertalink; (b) Buyer’s written acknowledgment; (c) Buyer’s acceptance of any shipment or part of the items specified for delivery (the “Products”); or (d) any other act or expression of acceptance by Buyer. Sertalink’s acceptance is expressly limited to these terms and conditions in their entirety without addition, modification, or exception, and any term, condition, or proposal submitted by Buyer (whether oral or in writing) that is inconsistent with or in addition to these terms and conditions is hereby objected to and rejected by Sertalink. Sertalink’s silence or failure to respond to any such subsequent or different term, condition, or proposal shall not be deemed Sertalink’s acceptance or approval thereof.

Unless otherwise agreed in writing, delivery shall be made in accordance with Sertalink’s shipping policy effective on the date of shipment.

Huiselijk: For all domestic transactions, unless otherwise stated on the front of the invoice, title to the Products and all risk of loss or damage with respect to the Products shall pass to Buyer upon delivery by Sertalink to the carrier or Buyer’s representative at Sertalink’s logistics center.

Internationale: For all international transactions, the Product shall be sold FCA Sertalink’s logistics center (Incoterms 2000). Sertalink assumes no responsibility for charges related to customs clearance in the destination country, customs duties, VAT, or any other charges or taxes within the country designated for delivery by the Buyer. Title shall pass to the Buyer upon delivery to the carrier or Buyer’s representative at Sertalink’s logistics center.

Delivery is subject to the payment provisions set forth herein and to Sertalink’s receipt of all necessary information and documentation from Buyer, including import certificates, exemption and/or resale certificates, licenses, and other documents as required for export of the Product. Buyer shall promptly notify Sertalink, no later than five (5) business days after delivery, of any claimed shortages or rejection regarding any delivery. This notice shall be in writing and reasonably detailed, stating the grounds for rejection. Failure to give such notice within this time shall be deemed full acceptance of the delivery. Sertalink shall not be liable for any shipment delays beyond Sertalink’s reasonable control or that affect Sertalink or its suppliers, including delays due to unavailability or shortages of Products from suppliers, natural disasters, acts of war, acts or omissions by Buyer, fire, strike, riot, government interference, shortages of materials, labor, fuel, or power, equipment failure, or transportation issues.

PRIJS EN BETALING

Buyer shall bear all applicable federal, state, municipal, and other government taxes (e.g., sales, use, and similar taxes), as well as import or customs duties, license fees, and other charges on the sale or delivery of the Products or based on the purchase price. Sertalink’s prices on the front side of the invoice exclude such taxes, fees, and charges. Exemption certificates must be presented to Sertalink prior to shipment if they are to be honored.

Betaalvoorwaarden: Unless otherwise specified, payment terms are COD. Sertalink, at its discretion, may require reasonable advance assurances of payment through irrevocable bank letters of credit or other means. All unpaid invoices shall bear interest at a rate of 10% of the outstanding balance per year (or the maximum rate allowed by law, whichever is less), commencing from the due date, plus a flat-rate fee of 10% on the outstanding balance (minimum EUR 40) as compensation for contractual damages, without prejudice to other relevant recovery costs.

Buyer’s failure to make timely payment may result in actions such as collection proceedings, revocation of credit, shipment stoppage, delay or cessation of future deliveries, repossession of unpaid delivered goods, and termination of any sales agreements. Notwithstanding any “net” payment provisions on the invoice, Sertalink shall have no continuing obligation to deliver Products on credit, and any credit approval may be withdrawn by Sertalink at any time without notice. Sertalink retains a security interest in the Products to secure full payment and compliance with these terms. Buyer agrees to execute any additional documents necessary to perfect this security interest.

Collecties: If the sales invoice is placed by Sertalink in the hands of an attorney or collection agency for collection or enforcement of Sertalink’s security interest in the Products, Buyer agrees to pay all costs associated with this placement, including attorney’s fees and costs incurred prior to, during, or after trial, including collection, bankruptcy, or other creditor rights proceedings.

Valuta: If a sale occurs or the Product is shipped, Buyer agrees that the amount due to Sertalink is contracted in Euros and that payment in Euros is essential.

RETOUR

Returns of Products purchased hereunder, whether for stock balancing or due to claims of defectiveness, are governed by Sertalink’s Product Return policies effective on the invoice date or as otherwise provided by Sertalink in writing. Although Sertalink’s policies may permit returns of defective Products under certain circumstances, Sertalink makes no representations or warranties of any kind regarding the Products. Sertalink hereby disclaims all express or implied warranties, including but not limited to any implied warranty of merchantability, non-infringement, or fitness for a particular purpose. Sertalink will not be liable for any damage, loss, cost, or expense for breach of warranty. The right to return defective Products, as previously described, shall be Sertalink’s sole liability and Buyer’s exclusive remedy concerning any claim related to the quality, condition, or performance of any Product, whether the claim is based on contract, warranty, negligence, tort, statutory duty, indemnity, contribution, failure of any limited or exclusive remedy to achieve its essential purpose, or otherwise. If Sertalink issues a return authorization allowing Buyer to return a Product, Buyer will deliver the Product to Sertalink as instructed, and Buyer shall bear all applicable taxes and import duties on any replacement Product shipped by Sertalink.

BEPERKING VAN AANSPRAKELIJKHEID

Sertalink shall not be liable under any circumstances for any special, consequential, incidental, punitive, or exemplary damages arising out of or connected with the agreement to sell Product to Buyer or the Product itself, including but not limited to damages for lost profits, loss of use, lost data, or sums paid by Buyer to third parties, even if Sertalink has been advised of the possibility of such damages.

ENTIRE AGREEMENT

These terms and conditions constitute the final, complete, and exclusive agreement between Sertalink and Buyer and supersede all prior offers, negotiations, understandings, and agreements. Unless a written agreement exists between Sertalink and Buyer modifying these terms, no prior or contemporaneous agreement or understanding, whether written or oral, shall alter these terms. No additional or different terms shall become part of any sales agreement unless expressly accepted in writing by an authorized officer of Sertalink. Any waiver by Sertalink of these terms or any defaults shall not constitute a waiver of remaining terms or future defaults. Failure or delay by either party in exercising rights shall not operate as a waiver or preclude enforcement of rights. Any provision that is prohibited or unenforceable under Belgian law shall not impair the remaining provisions. All sales agreements are governed by Belgian law, and the venue for disputes shall be at Sertalink’s option in the court of “Rechtbank van Koophandel” in Dendermonde, Belgium.