These general terms and conditions of sale (hereinafter referred to as the 'General Terms and Conditions') relate to all offers, quotations, specifications, agreements and invoices of Joseph Bricks BV (having its registered office at 3630 MAASMECHELEN, Leemkuilstraat 12 and registered with the CBE under no. 0645.760.177, where appropriate trading in 'Smoked Bricks') (hereinafter referred to as the 'Seller' or 'Joseph Bricks'). The offers, quotations, specifications, agreements and invoices shall be without obligation and shall bind the Seller only after written confirmation. Price changes if any cannot give ground to claim compensation or dissolution of the agreement by the Buyer.
Orders shall only be deemed to be accepted after Joseph Bricks confirms them for approval. The prices shall always be on ex-factory basis, unless expressly stated otherwise. Orders received and accepted by Joseph Bricks may only be cancelled with written consent. If the Buyer cancels the order wholly or in part or fails to meet its purchase obligation, the Buyer shall be liable to pay Joseph Bricks an amount of 10% on the total order or invoice value with a minimum of €125 per 1,000 bricks cancelled or not taken by the Buyer, without the need to issue a notice of default, unless expressly stated otherwise by Joseph Bricks. It shall not be possible to cancel orders relating to goods already delivered as well as orders for specific or tailor-made goods in accordance with Section 1585 et seq of the (Old) Civil Code. Any samples that may have been provided shall be considered to be the type of stone. A sample shall only be valid as a delivery sample for a particular worksite if this has been agreed in writing.
3. DELIVERY PERIOD
The delivery times allowed by Joseph Bricks shall always be approximate and without obligation. In case of late delivery, no penalties may be imposed for the delays incurred and no damages or interest may be claimed. If Joseph Bricks is prevented by force majeure from delivering or from delivering in the normal manner, it shall have the right to extend the delivery period by the duration of the force majeure, or to dissolve the agreement without being liable to pay any damage compensation. Force majeure for these purposes shall include but is not limited to the following: war, riots, epidemics or pandemics, strikes, breakdowns in machinery and/or tools, unavailability of transport, stagnation in the supply of raw materials or energy, government measures and any circumstance that makes it reasonably impossible for Joseph Bricks to deliver in the normal manner.
Transport if any of the purchased goods, including any free shipments, shall take place at the risk of the Buyer or the recipient designated by the Buyer.
For invoicing purposes, only the quantity determined in our factory shall be valid. A waybill, delivery note or similar document issued at the time of delivery of the goods shall be deemed to correctly reflect the quantity of the goods delivered. Disputes concerning the quantity shall only be considered for discussion if they are made immediately after receiving the goods, and if they are reported to us within eight days at the latest.
Processing the materials, in any manner whatsoever, shall be equivalent to irrevocable acceptance of the materials ordered and/or delivered. Complaints reported to us after part of the delivered goods have been processed can no longer be accepted. A complaint shall only be admissible if the Buyer can demonstrate a defect in the materials and if Joseph Bricks is notified in writing within seven days of delivery. Our responsibility shall only apply in cases where it is proven that the delivered goods have become unusable due to facts for which we are responsible. Normal wear and tear and other causes that cannot be attributed to Joseph Bricks, such as improper handling, overloading, etc. shall relieve Joseph Bricks of any responsibility. Joseph Bricks accepts no responsibility for any indirect damage or loss of profit and will not pay any expenses resulting from delays in our deliveries. Differences in colour and structure are inherent to the material of coarse ceramic products and should not be considered a product defect. Minor damage that does not substantially affect the usability of the products shall also not be regarded as a product defect.
7. LIABILITY OF THE SELLER
The liability of Joseph Bricks, irrespective of the grounds for such liability, shall be limited to the maximum of the invoice value of the goods delivered, to which the complaints relate, insofar as Joseph Bricks considers such complaints to be well founded; or to the exchange of such goods with similar goods, or to a reduction in the purchase price, both at the option of the Buyer. In case Joseph Bricks exchanges the goods, the related transport costs shall be paid by Joseph Bricks. If Joseph Bricks decides to reduce the purchase price, such reduction shall relate to that part of the purchase price that is attributable to the defective goods and/or the extent of the defect in the goods. Joseph Bricks shall never be liable for consequential losses and direct or indirect trading losses, stagnation losses, delays in construction, loss of orders, loss of profit, processing costs, etc. The Buyer indemnifies Joseph Bricks against any liability to third parties in excess of the liability that Joseph Bricks has towards the Buyer.
8. DATA PROTECTION
Payments shall be made without deduction or discount within thirty days of the date of the invoice, unless otherwise specified on the front of the invoice. In case an invoice is not paid within 15 days of its due date, the Buyer shall also be liable, without the need for a reminder notice, to pay a fixed compensation of 10% of the invoice amount, subject to a minimum of €125. Complaints relating to the delivered goods shall not entitle the Buyer to suspend payment and/or to invoke the right of retention. The time of payment shall be the time at which the amount due is credited to the Seller's account. Incoming payments shall first be applied toward the interest and costs and then the oldest outstanding principal amount(s), irrespective of what the Buyer declares in this regard. The non-payment of an invoice on its due date shall render all other outstanding invoices immediately payable.
If the Buyer fails to fulfil its payment or other obligations or does not fulfil them on time, if it refuses to pay in advance or to provide security, if it files for bankruptcy or for a moratorium, or if any of the Buyer's assets are seized, or if it sells its business or if it liquidates its business, all of the Seller's claims against the Buyer shall become immediately due and payable. Joseph Bricks shall also have the right, in addition to the other rights conferred on it by the law and the agreement, either to suspend its obligations or to terminate the agreement in whole or in part through simple notification, without the need to issue a notice of default or for judicial intervention, and without prejudice to the possibility of claiming compensation in addition to or instead of such suspension or termination.
In the absence of payment on its due date, statutory interest in accordance with the Act of 2 August 2002 shall automatically be payable on the invoice, together with a fixed compensation of 10% of the total value of the invoice, subject to a minimum amount of €250. The Buyer shall be in default without the need to issue a reminder and due to the mere expiry of the deadline.
12. RETENTION OF TITLE
Joseph Bricks shall remain the owner of the sold and delivered goods until the Buyer has fulfilled all its obligations (including the payment of the principal, interests and costs in relation to the invoice). Any costs incurred in the execution of this retention of title shall always be borne by the Buyer. However, the risks of storage shall be borne by the Buyer from the time at which the goods are transferred to it until the Buyer takes possession of the goods. Joseph Bricks shall have the right to dissolve the agreement(s) with the Buyer through simple notification in case the latter fails to fulfil any obligation under the said agreement(s). It shall not be permissible to transfer the security deposit or the guarantee in respect of goods until full payment of the invoice is made.
13. PRIORITY REGULATIONS
These General Terms and Conditions shall take precedence over all contradictory or contrary ordering terms and conditions of the Buyer. Deviating stipulations and/or additional conditions shall only be binding on Joseph Bricks provided the same have been accepted in writing. If one or more provisions of the agreement concluded between Joseph Bricks and the Buyer prove to be invalid, the other provisions shall remain in force. The invalid provisions shall be replaced by provisions which, having regard to the intentions of the parties, approximate as closely as possible to those provisions in a legally effective manner.
The courts having jurisdiction over the place at which the registered office of Joseph Bricks is located shall be competent in respect of all disputes arising from our contracts, as well as actions relating to bills of exchange. The parties agree that Belgian law shall apply.
15. POSSIBILITIES FOR INSPECTION
Vertalingen van de Algemene Voorwaarden kunnen op de zetel van Joseph Bricks opgevraagd worden. In geval van interpretatieproblemen is enkel de Nederlandstalige versie te weerhouden als rechtsgeldig.
Übersetzungen des allgemeinen Verkaufsvoraussetzungen können konsultiert werden auf dem Sitz der Gesellschaft. Wenn es Interpretationsprobleme gibt, ist nür die niederländische Version Rechtsgültig.
Il est possible d’obtenir une traduction des conditions de vente au siège social de la société. En cas d’interprétation, seul la version néerlandaise fait foi.
Translations of the General Terms and Conditions can be requested from the registered office of Joseph Bricks. In case of problems of interpretation, only the Dutch version is to be retained as legally valid.