GENERAL TERMS AND CONDITIONS OF SALE

1. APPLICABILITY

1.1. Sales and deliveries by HEINEN DOORS BELGIUM SA, registered in the CBE under number 0439.415.839 and with its registered office at 4960 Malmedy, Rue Derrière l’Eau 11 (hereinafter “HEINEN DOORS BELGIUM”) to its customers (hereinafter the “Customer”) are subject at all times to these General Terms and Conditions of Sale and Delivery (hereinafter the “General Terms and Conditions”). These General Terms and Conditions also apply to any future agreements between HEINEN DOORS BELGIUM and the Customer, even if HEINEN DOORS BELGIUM does not expressly refer to these General Terms and Conditions in the context of subsequent agreements.

1.2. By placing an order with HEINEN DOORS BELGIUM, the Customer accepts that these General Terms and Conditions apply to the contract, waives the application of the Customer’s own general terms and conditions of purchase or sale and expressly acknowledges firstly that it has taken note of the General Terms and Conditions of HEINEN DOORS BELGIUM and secondly that it accepts them. A reference by the Customer to its own general terms and conditions will not imply acceptance of such general terms and conditions by HEINEN DOORS BELGIUM, even if HEINEN DOORS BELGIUM does not expressly oppose the application of such general terms and conditions.

1.3. Deviations from these General Terms and Conditions are only possible with the written agreement of HEINEN DOORS BELGIUM.

1.4. Our General Terms and Conditions are communicated at first request and made known through our order confirmations, invoices and emails, and can be accessed directly through our website https://www.heinen-doors.com/en/.

2. OFFERS AND FORMATION OF THE AGREEMENT

2.1. Offers made by HEINEN DOORS BELGIUM to the Customer are without obligation for HEINEN DOORS BELGIUM. Unless otherwise stated in writing, HEINEN DOORS BELGIUM’s offers are valid for 30 days from the date of the offer.

2.2. Verbal agreements with our representatives, agents or appointees are not binding on HEINEN DOORS BELGIUM. Only the written agreements of the representatives of the management of HEINEN DOORS BELGIUM are binding.

2.3. The contract only arises through written acceptance by HEINEN DOORS BELGIUM of the Customer’s order. After confirmation, the contract may only be changed with the express written agreement of HEINEN DOORS BELGIUM. Both HEINEN DOORS BELGIUM and the Customer are entitled at any time before the conclusion of the contract to break off negotiations without giving reasons and without being liable for any compensation.

3. CHANGES TO THE ORDER

3.1. Adjustments regarding quantity, products and delivery date are possible up to three (3) days after the date of order confirmation. A charge will be made to the Customer for any subsequent changes before production has started, as specified in the order confirmation. No further changes or cancellations will be accepted after the start of production.

4. GOODS AND SERVICES

4.1. The technical data and descriptions in the advertising materials of HEINEN DOORS BELGIUM are not data and descriptions to which the goods to be delivered must conform as per the agreement. They are merely intended to give the best possible (but by no means perfect) description of the goods.

4.2. In the case of sales on the basis of samples, these latter only describe the professional conformity of the goods and these samples are provided purely as examples, without the goods to be delivered needing to meet exactly the same quality requirements.

4.3. Advice regarding technical applications will be given to the best of our ability. All information and statements provided by HEINEN DOORS BELGIUM regarding the suitability and applicability of its products are without prejudice to the Customer’s exclusive responsibility to check the product’s suitability for its intended purpose prior to ordering the goods.

4.4. Insofar as HEINEN DOORS BELGIUM will provide services to the Customer, HEINEN DOORS BELGIUM will only be bound by an obligation of diligence in the execution of these services.

5. PRICES AND PAYMENT

5.1. The prices agreed at the conclusion of the relevant contracts will apply, in particular those mentioned on the order form or order confirmation. Unless otherwise indicated on the order form, these prices are ex-factory. These prices (net order value) are increased by the VAT applicable on the day of delivery and the costs of transport and transport insurance. In the case of deliveries abroad, the price may be increased by other country-specific levies. The resulting amount is the final amount of the invoice (including VAT).

5.2. HEINEN DOORS BELGIUM reserves the right to adjust its prices proportionally if, after the conclusion of the agreement, there are cost changes due to increases in wages, price increases by our suppliers or fluctuations in the exchange rate. If the Customer does not agree to the communicated price change, both parties have the right to terminate the agreement on written notice, observing a maximum period of thirty (30) calendar days. Termination will take place without prior judicial intervention and without any liability. The foregoing does not apply if a fixed price has been expressly agreed
in writing for the entire duration of the agreement.

5.3. HEINEN DOORS BELGIUM’s invoices will be paid, insofar as no other payment term has been agreed, within thirty (30) days from the invoice date by bank transfer to an account number designated by HEINEN DOORS BELGIUM.

5.4. If the Customer’s solvency can reasonably be called into question, for example in case of non-payment or late payment of invoices or refusal of cover by the Factor, HEINEN DOORS BELGIUM will be entitled to impose an advance payment for deliveries yet to be made or to request securities, failing which HEINEN DOORS BELGIUM will be entitled to unilaterally and immediately dissolve the agreement without prior judicial intervention and without being liable to pay any compensation.

5.5. After expiry of the due date mentioned on the invoice, the Customer will, ipso jure and without notice of default, owe default interest at a rate of 12% per annum, as well as a fixed penalty of 10% of the invoice amount with a minimum of EUR 125.00. Payments made by the Customer will be allocated as follows: first to the fixed damages penalty and other costs, then to the interest and then to the price.

5.6. Under no circumstances, even if the Customer considers that there is a defect in the good delivered by HEINEN DOORS BELGIUM, will the Customer be entitled to suspend its payment without the prior and written agreement of HEINEN DOORS BELGIUM.

5.7. HEINEN DOORS BELGIUM will always be entitled to set off debt claims of the Customer against debt claims of HEINEN DOORS BELGIUM itself or against debt claims of companies associated with HEINEN DOORS BELGIUM. The Customer may only exercise this right of set-off if its claims have their basis in an enforceable judgment or have been expressly recognised by HEINEN DOORS BELGIUM. Moreover, the Customer is only entitled to reimbursement or set-off if its counterclaim is based on the same contractual relationship.

5.8. If the Customer fails to pay overdue invoices or exceeds a given payment term, or if the Customer’s financial situation deteriorates significantly after the conclusion of the agreement (e.g. if the Customer’s solvency can reasonably be questioned or if HEINEN DOORS BELGIUM receives unfavourable information about the Customer after the conclusion of the agreement, which raises doubts about the Customer’s solvency or creditworthiness),

(a) all non-due amounts still owed by the Customer will become due and payable ipso jure and without prior formalities, and HEINEN DOORS BELGIUM will be entitled to demand security for them, as well as to make future deliveries only against prepayment or provision of a security. Refusal to do so will give HEINEN DOORS BELGIUM the right to terminate the agreement in whole or in part, without prior judicial intervention, and without payment of any compensation whatsoever; and
(b) HEINEN DOORS BELGIUM will be entitled to suspend all further deliveries to the Customer and/or terminate the current agreement, without prior judicial intervention, and without the Customer being entitled to any notice or compensation.

This clause applies in particular, but is not limited to, the situation where the Customer does not pay due claims, the Customer is in a situation of manifest insolvency, or where bankruptcy proceedings for the Customer are envisaged or have been filed, initiated or pronounced.

6. DELIVERY AND PERFORMANCE PERIOD, FORCE MAJEURE, COLLECTION OF GOODS

6.1. Any delivery periods communicated by HEINEN DOORS BELGIUM are purely indicative. The Customer expressly acknowledges that the delivery period is not an essential element of the contract.

6.2. Any expressly agreed delivery period will only commence after HEINEN DOORS BELGIUM is in possession of all information and documents required to carry out the delivery.

6.3. Even if a delivery period has been expressly agreed, late or non-delivery due to material impossibility (force majeure, as defined in Article 6.5) or unforeseen circumstances will not give rise to
(i) compensation claims against HEINEN DOORS BELGIUM, or
(ii) refusal by the Customer to take delivery, or
(iii) dissolution of the contract at the expense of HEINEN DOORS BELGIUM.
Moreover, delivery times are subject to the Customer’s proper cooperation in the delivery.

6.4. In principle, deliveries will only take place on working days. Delivery on Saturdays is possible only by express agreement and at an additional cost.

6.5. In cases of force majeure and other unforeseeable and extraordinary circumstances and conditions beyond the control of HEINEN DOORS BELGIUM, including disruptions to business due to fire, water damage and similar circumstances, breakdown of production facilities and machinery, delivery deadline overruns or delivery failures by our suppliers as well as business interruptions due to shortages of raw materials, energy and labour, strikes, blockades, difficulties in obtaining means of transport, traffic congestion, epidemics, war and government intervention, HEINEN DOORS BELGIUM will be entitled to postpone the delivery or service for the duration of the hindrance for a reasonable period of time.
If the delivery or the service is thus delayed or prevented by more than ninety (90) consecutive calendar days due to force majeure, both HEINEN DOORS BELGIUM and the Customer, without owing any compensation for this, will have the right, in respect of the quantities affected by the supply interruption, to terminate the contract in writing without prior judicial intervention.

6.6. HEINEN DOORS BELGIUM is entitled to make partial deliveries on condition that the agreed delivery and performance deadlines are observed, unless expressly requested otherwise by the Customer.

6.7. HEINEN DOORS BELGIUM will only be obliged to deliver and perform the agreed performance if the Customer fulfils its obligations (including those relating to other contracts) in a timely and accurate manner. If the Customer does not fulfil its contractual obligations, HEINEN DOORS BELGIUM will be entitled to suspend the performance of the agreement.

6.8. If the Customer fails to request or collect ordered goods or otherwise causes a delay in shipment or delivery, HEINEN DOORS BELGIUM will, without prejudice to its further claims, be entitled to demand compensation for the costs incurred as a result, including the locally usual costs of storage, regardless of whether HEINEN DOORS BELGIUM stores the goods itself or with a third party.
The goods must be collected within ten (10) working days following written request for collection by HEINEN DOORS BELGIUM. If the goods have not been collected within the aforementioned period, HEINEN DOORS BELGIUM will give notice of default to the Customer by registered letter. If the goods are still not collected within a period of five (5) working days after the notice of default, HEINEN DOORS BELGIUM will be entitled to place the goods in the safekeeping of a third party or make the goods available to another customer. The costs of such safekeeping will be borne solely by the Customer. Storage charges will be calculated and invoiced. If the Customer does not collect its goods, HEINEN DOORS BELGIUM may nevertheless invoice for its service and the Customer will remain in any case liable to pay the invoice on the due date normally provided for (see above).

7. RISK TRANSFER, TRANSPORT AND PACKAGING COSTS

7.1. Unless otherwise agreed in writing, delivery and therefore transfer of risk are ex-works.

7.2. Transport is always at the Customer’s risk, regardless of the person carrying out the transport and regardless of on whose instructions the transport is carried out. HEINEN DOORS BELGIUM is not obliged to insure the goods.

7.3. If HEINEN DOORS BELGIUM carries out loading or unloading activities and/or transports on the basis of separate contractual arrangements, these will be carried out on the basis of the General Terms and Conditions of the shipper or freight forwarder which are applicable to the relevant loading and unloading activities or transports. Claims for damages are excluded unless the damage is the result of the intentional fault or gross negligence of HEINEN DOORS BELGIUM or its appointees.

7.4. The prices quoted by HEINEN DOORS BELGIUM apply to goods in standard packaging, not unloaded, in full means of transport, insofar as no other mode of transport is expressly agreed. If the Customer requires packaging that differs from standard, this will be charged and invoiced for separately.

7.5. Any self-unloading by the Customer, with or without the aid of a crane, will take place exclusively at the Customer’s expense and risk.

8. CUSTOMER’S OBLIGATIONS; RETENTION OF TITLE AND PLEDGE; RESALE

8.1. The Customer is responsible for the correct use and handling of the goods in accordance with the installation instructions, operating instructions, technical specifications and applicable safety standards. HEINEN DOORS BELGIUM will in no case be liable for damage resulting from use that is not in accordance with the actual purpose of use, or use that deviates from our instructions for use. The Customer is obliged, at its own expense and on its own account, to obtain the necessary advice and to have control processes carried out to verify the practicality of the goods for their intended use.

8.2. All deliveries are subject to retention of title. HEINEN DOORS BELGIUM will retain ownership of goods delivered and to be delivered to the Customer under any agreement until the Customer:
(a) has paid in full the price of all such goods, plus accrued interest and costs; and
(b) has satisfied all claims in respect of work performed or to be performed by HEINEN DOORS BELGIUM on behalf of the Customer under the relevant agreements; and
(c) has satisfied the claims that HEINEN DOORS BELGIUM acquires against it if the Customer fails to fulfil the aforementioned obligations.
The Customer is obliged to return the unpaid goods to HEINEN DOORS BELGIUM, at its own expense and risk, as soon as HEINEN DOORS BELGIUM so requests.

8.3. The Customer is obliged to treat and manage the goods subject to retention of title with due diligence until the ownership thereof passes to it. The Customer will oppose any third-party claims to these goods and will inform HEINEN DOORS BELGIUM of such claims without delay.

8.4. The Customer will not be entitled to pledge goods which are the property of HEINEN DOORS BELGIUM to third parties or otherwise have them serve as security.

8.5. The Customer expressly agrees, in the event of late payment of more than two due claims of HEINEN DOORS BELGIUM, to create a pledge in favour of HEINEN DOORS BELGIUM for the benefit of all the claims of HEINEN DOORS BELGIUM as defined in paragraph 2 of this Article 8
(i) on the goods of HEINEN DOORS BELGIUM which have become the property of the Customer and
(ii) on all claims of the Customer against third parties which it obtains in connection with the goods delivered and to be delivered by HEINEN DOORS BELGIUM.

The Customer will inform HEINEN DOORS BELGIUM about these claims on first request. As long as and insofar as the Customer fails to meet its payment obligations to HEINEN DOORS BELGIUM, it expressly agrees not to agree any assignment or pledge prohibition with its customers in respect of these claims or to cede ownership or pledge them to third parties.

8.6. The Customer hereby irrevocably authorises HEINEN DOORS BELGIUM to establish the pledges referred to in Article 8.5 on behalf of the purchaser under the usual conditions, and to carry out the necessary formalities for this purpose.

8.7. At HEINEN DOORS BELGIUM’s request, the Customer must specify its claims pledged to HEINEN DOORS BELGIUM and, if HEINEN DOORS BELGIUM so wishes, inform its debtors regarding the pledge with a request to make payment up to the amount of HEINEN DOORS BELGIUM’s claims against the Customer to HEINEN DOORS BELGIUM. HEINEN DOORS BELGIUM is also entitled at any time to inform the Customer’s debtors of the pledge and collect the receivables itself. However, HEINEN DOORS BELGIUM will not exercise these rights as long as the Customer fulfils its payment obligations normally, and without delay, and no application has been made for the initiation of insolvency proceedings against the Customer. If, however, one of the aforementioned situations arises, HEINEN DOORS BELGIUM may require the Customer to disclose to it the pledged receivables and the associated debtors, to provide all information necessary for the collection of the receivables and to hand over the associated documents.

8.8. In the event that the Customer, contrary to the prohibition formulated in paragraph 4 of this Article 8, proceeds to pledge or provide security for claims other than those of HEINEN DOORS BELGIUM, or if third parties claim any right to the goods covered by the retention of title mentioned in paragraph 2 of this Article 8 or to goods/claims to which HEINEN DOORS BELGIUM has a right of pledge, the Customer will immediately notify HEINEN DOORS BELGIUM thereof by registered letter. The delivered goods may only be resold if the Customer has complied with Article 5 of the General Terms and Conditions. The delivered goods may be resold exclusively in their original packaging without modification. In the event of resale, the liability of HEINEN DOORS BELGIUM is limited exclusively to Article 10.

9. DEFECTS – COMPLAINTS

9.1. Obvious visible defects, incorrect deliveries and discrepancies in quantities, which can be established without thorough examination, must be communicated to HEINEN DOORS BELGIUM by the Customer immediately and, in any case, no later than three (3) working days after receipt of the goods, by registered letter or by email to nc@heinen.be with detailed indication of the grounds. This is an expiry period. If this period is expired or the delivered goods are installed by the Customer during this period, this will in any case constitute explicit acceptance of the goods as free of visible defects.

9.2. Hidden defects must, under penalty of expiry, be reported to HEINEN DOORS BELGIUM within a period of eight (8) working days after their discovery, by registered letter or by email to nc@heinen.be, detailing the alleged defect.

9.3. Non-timely notifications will remain without consequence. The Customer is itself responsible for verifying that the delivered goods are free of defects, as well as that they are suitable for the intended, agreed application.

9.4. If any faults are not detected until installation, then, if necessary to prevent (further) damage, the work must be stopped immediately and the unprocessed, unopened, original packaging secured. The defective goods will be made available to HEINEN DOORS BELGIUM for examination, whereby HEINEN DOORS BELGIUM will also have the right to examine these disputed goods on site at the Customer’s premises or at the worksite.

9.5. In the absence of notification of defects by the Customer within the aforementioned time limits, the Customer will be deemed to have waived any claim relating to a defect in the delivered good.

9.6. In the event of defect, incorrect delivery or quantity deviations in the goods delivered by HEINEN DOORS BELGIUM, HEINEN DOORS BELGIUM may, at its discretion, repair or replace the defective goods. The Customer may not claim compensation from HEINEN DOORS BELGIUM merely for the existence of a defect.

9.7. If HEINEN DOORS BELGIUM is unwilling, or unable to make subsequent delivery, and in particular if the performance to be provided by HEINEN DOORS BELGIUM is delayed for a period of thirty (30) working days, for reasons for which HEINEN DOORS BELGIUM itself is responsible, or if the repair/subsequent delivery fails for other reasons, the Customer will have the right to terminate the agreement in writing, without any charge to HEINEN DOORS BELGIUM. However, HEINEN DOORS BELGIUM will always be entitled to deliver non-faulty goods/performance after a first attempt, unless this is not reasonable due to the circumstances of the case.

9.8. If the Customer has suffered damage as a result of defects in the goods delivered by HEINEN DOORS BELGIUM, incorrect deliveries and/or deviations in quantities, the liability of HEINEN DOORS BELGIUM will, without prejudice to the further provisions of Article 10, be limited to payment of the price of the goods delivered, irrespective of the amount of damage suffered. In no event will HEINEN DOORS BELGIUM be liable for indirect, incidental or consequential damages, such as, but not limited to, loss of profits, additional costs, loss of business.

9.9. HEINEN DOORS BELGIUM only guarantees that its products comply with the applicable public policy or mandatory laws and regulations. Its products are subject to the warranty provisions as set out in the Warranty Statement document.

9.10. Complaints do not entitle the Customer to postponement of payment or modification of the payment arrangements.

10. LIABILITY, COMPENSATION

10.1. To the extent permitted by law, HEINEN DOORS BELGIUM will only be liable for damage resulting from its own wilful or gross fault or from the wilful or gross fault of its appointees. Subject to the above, HEINEN DOORS BELGIUM will under no circumstances be held liable if damage results from the fact that its goods or materials are not used in accordance with their agreed or usual purpose.

10.2. The liability of HEINEN DOORS BELGIUM is limited to payment of the equivalent of the price of the delivered good, regardless of the damage.

10.3. The Customer will indemnify HEINEN DOORS BELGIUM against any third-party claim that is based directly or indirectly on the delivery of goods under these General Terms and Conditions.

10.4. HEINEN DOORS BELGIUM will in no case be liable for indirect, incidental or consequential damage, such as, but not limited to, loss of profit, additional costs, loss of turnover, or damage allegedly resulting from the use of goods made available by HEINEN DOORS BELGIUM, even if such damage was reasonably foreseeable.

10.5. The above limitations of liability do not apply insofar and to the extent that they would be contrary to legal provisions of public policy or mandatory law.

10.6. HEINEN DOORS BELGIUM may not be held liable in the event of damage due to
• (i) lack of maintenance of the delivered items,
• (ii) incorrect handling of the delivered items,
• (iii) defective storage of the delivered items,
• (iv) inappropriate use of the delivered items; or
• (v) a fitting of the delivered items contrary to the rules of the art, execution standards or applicable technical advice, or to the installation instructions of HEINEN DOORS BELGIUM.
All information in brochures, publications, etc. relating to the goods offered for sale by HEINEN DOORS BELGIUM is based on research and development carried out by HEINEN DOORS BELGIUM itself. The information is for information purposes only and does not constitute a guarantee. HEINEN DOORS BELGIUM accepts no liability for such information.

10.7. HEINEN DOORS BELGIUM will under no circumstances be liable for damage resulting from force majeure or a cause beyond its control.

10.8. Insofar as the liability of HEINEN DOORS BELGIUM is excluded in the preceding paragraphs, this also applies to the liability of its personnel, employees, appointees, consultants and representatives.

11. INTELLECTUAL PROPERTY

11.1. All inventions, know-how, plans, drawings, moulds, materials, brands and other intellectual property of HEINEN DOORS INTERNATIONAL or of HEINEN DOORS BELGIUM, provided by HEINEN DOORS BELGIUM to the Customer in the context of a sale, delivery, service or any other commercial relationship, as well as any improvements thereof, will remain the exclusive property of HEINEN DOORS INTERNATIONAL. Any reproduction or use thereof without the prior written consent of HEINEN DOORS BELGIUM is expressly prohibited and may give rise to a claim for damages from HEINEN DOORS BELGIUM, as well as application of any other legal remedy.

12. DATA PROTECTION

12.1. The agreement concluded between the parties is fully subject to the General Data Protection Regulation (GDPR). Insofar as personal data are processed in the context of the performance of work, such personal data will be processed properly and carefully in accordance with the requirements of GDPR. The further application and elaboration of the provisions of GDPR will be set out in an addendum to the agreement between the parties, where necessary or desirable, on a per agreement basis.

13. TAKING BACK GOODS

13.1. HEINEN DOORS BELGIUM will in no case be obliged to take back delivered goods that do not show any defects. If HEINEN DOORS BELGIUM is exceptionally prepared to take back goods which do not show any defects, a credit note will only be issued for them insofar as HEINEN DOORS BELGIUM establishes that these goods can be re-used without restriction and are in their original packaging. Taking account of the costs for inspection, preparation for new delivery, reworking and new packaging, the actual costs, which are at least 50% of the invoice amount, with a minimum of EUR 250.00, will be charged. If HEINEN DOORS BELGIUM issues a credit note, the credited amount may only be offset against future deliveries and no cash payment will be made.

14. DIVISIBILITY AND TRUE WILL OF THE PARTIES

14.1. If individual provisions in the above (or any part of them) are wholly or partly invalidated or derogated from by a separate agreement, this will not affect the validity of the remaining provisions (or the remainder of the provision) or agreements. The void or invalid provision will at that time be automatically replaced by a valid and enforceable provision that comes as close as possible to the scope of the original provision.

14.2. The parties to this agreement acknowledge that all clauses of this agreement reflect their true will, that they understand the consequences of each clause, and that these clauses do not create a manifest imbalance between their rights and obligations.

15. COMPETENT COURT, APPLICABLE LAW AND INCOTERMS

15.1. Any disputes arising from the contractual relationship between HEINEN DOORS BELGIUM and the Customer will fall within the exclusive jurisdiction of the courts and tribunals of the judicial district of Malmedy. Unless mandatory law prevents this, HEINEN DOORS BELGIUM will also be entitled to bring disputes before the court within whose jurisdiction the registered office or the residence of the Customer is located.

15.2. Belgian law is exclusively applicable to the contractual relationship between HEINEN DOORS BELGIUM and the Customer to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods of Vienna dated 11 April 1980 (CISG). The applicability of Article 1602, para. 2 of the old Civil Code is expressly excluded.

15.3. If it is agreed in writing between HEINEN DOORS BELGIUM and the Customer that the International Commercial Terms (INCOTERMS) apply to delivery clauses, the INCOTERMS will apply in their most recent version.