4.1. Ownership of the goods sold by ENTREC shall only be transferred to theco-contractor when the full purchase price and all other amounts (costs,interests and any damages) deriving from the contract and these general termsand conditions have been paid.
4.2. If the co-contractor remains indefault of payment, ENTREC is entitled -both vis-à-vis the co-contractor and vis-à-vis any other third party - to haveits right of ownership enforced and to demand return of the goods, withoutfirst having to appear in court for this purpose.
5.1. Unless otherwise agreed in writing,the prices are Ex Works (Meer, Riyadhstraat 32) (Incoterms® 2020).
5.2. All taxes, fees and/or levies, ofany kind whatsoever, that relate to the delivered goods or their transport,including new taxes, fees and levies that may be introduced after theconclusion of the contract, shall be borne in full by the co-contractor.
5.3. The invoices are payable in cash atthe address of the registered office of ENTREC .
5.4. The invoices must be paid at thelatest on the due date that is stated on the invoice. By “payment” isunderstood in the case of a payment by, for example, bank transfer or via acheque or a bill of exchange, the irrevocable crediting of the bank account of ENTREC. Any costs associated with cheques or bills of exchange shall be borne by theco-contractor.
5.5. In the event of a delay in payment,interest shall be owed ipso jure and without notice of default, counting fromthe due date, equal to the legal interest rate for business transactions inaccordance with article 5 of the Act of 2 August 2002 on combating late paymentin commercial transactions (BelgianOfficial Journal of 7 August 2002). In addition, contractual damages shallbe owed, ipso jure and without notice of default, equal to 10% of the invoiceamount, with a minimum of 500.00 euros.
5.6. The non-payment of an invoice on thedue date shall entail that, without prior formal notice of default, (i) all(non)-expired invoices of the same co-contractor or the companies associatedwith him within the meaning of the Belgian Companies and Associations Code,shall immediately become fully exigible and (ii) all still-unperformeddeliveries shall be suspended until such time as all invoices, including thenon-expired ones, have been paid.
5.7. The co-contractor expressly waiveshis right to postpone, suspend or offset the payment of all amounts that he isowed under the contract and/or the general terms and conditions due to allegedbreach of contract on the part of ENTREC , including – but not exclusively –non-conformity and/or hidden defects. The co-contractor expressly acknowledgesapplication of the “first pay, then talk” rule.
5.8. Price adjustments – Marketvolatility
a. Due to ongoing volatility in globalmarkets, ENTREC is confronted withcontinuous and unpredictable price developments for materials and components,including but not limited to steel, conveyor elements, electrical andelectronic products, cables, motors, and control systems. Suppliers of ENTREC may issue revised pricing, often incombination with extended or indefinite delivery times. Accordingly, allquotations are made without obligation and are subject to change. Prices statedin any quotation or order confirmation are based on the cost levels applicableat the time of issuance.
b. ENTREC expressly reserves the right, even after orderconfirmation, to adjust the agreed prices in the event of cost increasesresulting from its suppliers or other external factors beyond its reasonablecontrol. Such adjustments shall reflect the actual cost increase incurred. Inthe event of a significant price increase, the co-contractor shall be informedaccordingly.
6.1. The specifications that the goodsmust satisfy shall be agreed to at the latest in the contract. ENTREC shall proceed here on the basis of theinformation that is furnished by the co-contractor.
6.2. Commissioning of the goods by theco-contractor signifies acceptance of the goods. This acceptance must beincluded in a written document, signed by ENTREC and the co-contractor. All complaintsregarding shortages in number or visible defects must be communicated to ENTREC by the co-contractor immediately, and atthe latest within 24 hours after acceptance of the goods by registered letter,with at the same time a copy by e-mail.
6.3. The co-contractor undertakes to testthe delivered goods (or to have them tested) within eight days after receipt toverify whether these goods are in conformity with the requirements establishedin the contract. Complaints about this must be communicated to ENTREC by registered letter within the same period,with at the same time a copy by e-mail.
6.4. ENTREC guarantees a proper technical functioning ofthe installation and of all parts that are delivered and assembled by it duringthe period included in the order confirmation (“Warranty Period”). During thisWarranty Period, ENTREC assumes thecosts of repair (working hours) and/or replacement of (a part of) the purchasedgoods. In case of replacement of a part, a warranty will be given that is equalto the remaining duration of the Warranty Period. Any kilometreallowance/travel expense compensation that should be owed to ENTREC , and partsthat were not installed or replaced by ENTREC , do not fall under thiswarranty.
7.1. If ENTREC is liable for loss or damage – other thandeath or personal injury – that derives from or is connected with the contract,it shall have the choice either to pay damages or to replace the defectivegoods.
7.2. ENTREC is not liable for:
a. errors or defects of parts that werenot delivered and/or assembled by ENTREC ;
b. errors or defects arising in wholeor part from the normal wear and tear of whatever part or from the damage or anaccident caused by the co-contractor or a third party;
c. any divergent or unusual use of thegoods or any use whatsoever that is not in accordance with the indicatedpurpose of the goods, common practice or the instructions and recommendationsof ENTREC .
7.3. In any event – and in so far as thecontract does not provide for more limited liability –
a. the liability of ENTREC in all circumstances is limited to the priceof the goods as specified in the contract, i.e.without assembly, and
b. ENTREC can never be held liable for any other damagesthat the cost of the spare-parts and the labour cost and, if any, the travelcosts for the repair. ENTREC can not be held liable for among othersconsequential damages, including – but not limited hereto – loss of use, lossof products, loss of revenue or profits, loss of goodwill, the costs toprevent or mitigate damages or any other kind of damages having the same orsimilar nature as the damages listed in this clause.
7.4. The limitations of liability do notapply in case of fraud or wilful misconduct of ENTREC or its directors.
7.5. The counterparty acknowledges andaccepts that ENTREC may rely onemployees, directors, agents, subcontractors, and other auxiliary persons(hereinafter collectively the “Performance Agents”) for the execution of theagreement. The counterparty acknowledges and accepts that, to the extentpermitted by law, it shall not bring any extra-contractual claims against ENTREC's Performance Agents in connection with the execution of the agreement, otherthan within the limits and under the conditions as set out in this agreementand these general terms and conditions. This provision is intended to create athird-party stipulation (Dutch: derdenbeding) for the benefit of thePerformance Agents.
7.6. If a Performance Agent is heldliable by the counterparty in connection with the execution of the agreement,it is expressly agreed that:
a. the Performance Agent may invoke alldefenses, liability limitations, and exclusions of liability provided for inthese general terms and conditions and/or the agreement in favor of ENTREC ;
b. the total cumulative liability of ENTREC and its Performance Agents togethershall in no event exceed the maximum liability of ENTREC as determined in article 7.3;
c. these limitations shall not apply inthe event of fraud or intentional fault on the part of the relevant PerformanceAgent.
8.1. Without prejudice to other rightsand available legal remedies, ENTREC isentitled to terminate the contract without advance notice or formal notice ofdefault and without judicial review apriori with regard to the seriousness of the reasons for termination, or toimmediately suspend any or all further deliveries if:
a. any sum as a result of anycontract between the parties is owed and payable and remains unpaid after theindicated payment period; or
b. the co-contractor remains indefault to receive any goods whatsoever in accordance with any contract betweenthe parties; or
c. the co-contractor becomes insolvent, finds itself in a state ofliquidation, a provisional administrator has been appointed for theco-contractor, the co-contractor suspends the payment of his debts in whole orpart, enters into a settlement with creditors, is the object of a declarationof bankruptcy or any other similar procedure, or in the event that a similarprocedure takes place in accordance with the law that applies to theco-contractor.
8.2. In any of the cases mentioned inarticle 8.1, ENTREC has the right to demand advance payment and todemand the security that it deems necessary in order to resume the deliveryunder this or any other contract with the co-contractor.
9. Force majeure /Unforeseeability
9.1. ENTREC shall not be liable for any delay whatsoeverin the performance of its obligations or for the non-performance thereof, ifthis delay in performance or non-performance is wholly or partially the resultof:
a. shortages or interruptions ofthe supply of materials or of natural resources;
b. shortage of means of transport;
c. non-performance on the part of ENTREC’s supplier of its obligations, assumed vis-à-vis ENTREC as a result of ENTREC ’s contract with theco-contractor, if ENTREC proves that itdoes not itself have the goods to be supplied in stock;
d. floods, fire, act of God, war,rebellion, civil revolution, strikes, lock-outs, industrial unrest, stormyweather, actions of civil or military governments, pandemics;
e. circumstances beyond thereasonable control of ENTREC .
9.2. Fulfilmentof any contract by ENTREC remainssubject to the proviso that no obstacles arise due to applicable nationaland/or international export control laws and regulations. ENTREC shall not be liable for any delay ornon-performance resulting from such restrictions.
10. IntellectualProperty Rights
10.1. All intellectual property rights and all technical,commercial, and organizational know-how relating to the goods, software,documentation, designs, diagrams, and configurations supplied by ENTREC shall at all times remain the exclusiveproperty of ENTREC . The contracting party acquires only a limited right of usenecessary for the normal use of the supplied goods.
10.2. The contracting party is prohibited from copying,reproducing, disassembling, analyzing, or reverse engineering the goods, parts,software, or documentation supplied by ENTREC , in whole or in part, nor fromdisclosing this information to third parties without the prior written consentof ENTREC .
11. Applicable lawand competent court
11.1. The contract, including thesegeneral terms and conditions, is governed by Belgian law.
11.2. The commercial court of Antwerp,division Turnhout, has exclusive jurisdiction to settle all disputes relatingto the contract, including these general terms and conditions. Nevertheless, ENTREC reserves the right to bring disputesbefore any other competent court.
