General conditions

These General Terms and Conditions apply to all transactions (purchase and sale, contract cleaning, etc.) of RemiTack & Fils Srl (hereinafter "the Company") with its customers unless otherwise expressly agreed in writing by both parties.

In case of contradictions between documents, the following hierarchy applies: the order confirmation takes precedence over the offer, the offer over the acceptance conditions, the acceptance conditions over these general conditions, and these general conditions over the order.

The customer's purchase conditions are valid only if expressly accepted in writing by the Company.

Only the latest version of the general terms and conditions apply and are published on our website. The Company may amend the general terms and conditions at any time and without written notice or confirmation.

1. Quotation - Order

The Company's offers are non-binding and purely informative and therefore not binding.

Information on delivery times, quantities, dimensions, properties, descriptions, applications of the goods are only indicative.

Any order is valid only after written confirmation by the Company. In case of cancellation of a confirmed order by the customer, the customer shall owe damages fixed at 30% of the agreed total price (incl. taxes, duties and costs), without prejudice to the right to compensation for actual damages or forced execution of the agreement.

2. Collection - Delivery - Storage of goods

A delivery and or execution period is provided by way of information only and is therefore not binding. Delays in delivery do not entitle the customer to claim compensation or to dissolve the contract.

Any delivery of goods from the customer/supplier or from a place designated by him to the Company's registered office shall be 'DDP' (Incoterms 2020) unless otherwise stated.

Any delivery of goods from the Company's registered office to the customer or to a place designated by the customer is 'ex works' (Incoterms 2020) unless otherwise stated.

All transport of the goods carried out by the Company shall always be at the expense and risk of the client. If, on the basis of express and written agreements to the contrary, the Company is liable for the risks of carriage, such liability shall be limited to those contained in the CMR Convention on the understanding that the parties confirm that it also applies to domestic traffic. The Company is entitled to make early and partial deliveries to the extent that they are not unreasonable for the customer.

In case the parties are bound by a contract of hire, the risk in respect of the goods remains at the client's expense during the period the goods are stored with the Company.

3 Force majeure

The Company shall not be liable for any failure to perform its obligations if it is due to force majeure.

Force majeure shall be considered (not exclusively), mobilisation, war, epidemic, strike, demonstration, lockout, breakdown, fire, flood, explosion, lack of raw materials or supplies or labour or means of transport or energy, interruption in production, changed economic circumstance, vandalism, extraordinary weather condition, accidents, measures taken by governmental authorities and all circumstances beyond the Company's control disrupting the normal course of business.

In case of force majeure, the Company reserves the right to postpone the delivery deadline or to rescind the agreement out of court without any costs or compensation.

4 Quality and liability

The Company undertakes to the best of its ability to clean the goods - property of the customer and second-hand goods - and/or carry out maintenance repairs to them and/or replace parts and/or add parts.

Except where the Company expressly guarantees good condition in the order confirmation, the goods are delivered in the condition in which they are.

The Company is thus not liable for hidden defects including leaks and contamination. By entering into the agreement, the client accepts this risk.

Complaints concerning the goods delivered and/or work carried out must be reported to the Company as soon as possible by e-mail with the necessary proofs and identifications including photographs and this at the latest within 48 hours after receipt or after discovery of the hidden defect with a confirmation by registered letter within 8 days failing which the client shall be deemed to have waived any indemnity, replacement or other form of remedy. At the Company's request, the client shall, at his expense, return the defective goods to the Company's registered office for further inspection. In case of a justified complaint, the Company shall have the option to credit or replace the defective goods.

The customer shall not be entitled to compensation in case of deviations in material, dimensions, colour, smell, quantity delivered, natural ageing, etc. and/or damages caused by incorrect manipulation, use, transport, storage, repair by the customer and/or a third party.

Except in cases of fraud, the Company shall not be liable for compensation for damage resulting from leaks, moisture, inadequate cleaning, damage to products and/or any indirect or consequential damage.

Except in cases of fraud, the Company's liability shall be limited to the amount specifically contracted for the order to which the damage relates. Each order is hereby considered a separate contract.

The non-performance of a contractual obligation by the Company cannot constitute a ground for an extra-contractual liability claim against the Company. The parties also exclude that the customer can hold the director(s), employee(s), independent service provider(s) or any other auxiliary person of the Company non-contractually liable (in accordance with Article 6.3, §2 of the New Civil Code). This exclusion does not apply in the event of an offence on the part of the auxiliary person concerned.

5. Rates - Payment

Rates are in Euro excluding VAT and transport costs unless expressly stated otherwise in the quotation. Rates are valid only for the quantities stated and for the duration of 1 month unless otherwise stated.

All invoices are payable, without discount, on 30 days from invoice date unless otherwise stipulated, to the bank account stated on the invoice. The Company does not accept cash, bills of exchange or cheques.

Payments must have a correct reference to the relevant invoice. In case of overdue payments, payments will be allocated to the oldest due invoice including additional costs and interest.

In the event of partial payment or non-payment on the due date, the debt balance will automatically and ipso jure be increased by 10% with a minimum of €250 and interest in accordance with the Late Payment Act will be payable on the debt balance until payment in full applies, even if terms of grace are granted.

The Company has the right to demand guarantees of payment from the customer at any time.

In the following circumstances on the part of the customer, in particular lack of timely and/or sufficient guarantee, partial or total non-payment, bankruptcy, suspension of payments, dissolution or winding-up, publication of protested bills of exchange, summons to appear before a court as a result of overdue payment, opening of a file with a service for the detection of companies in difficulty, press reports about poor solvency, apparent insolvency, death, sale, transfer, pledge of the customer's shares, contribution to a company of the customer's trade fund or equipment, as well as when the customer does not accept a bill of exchange in due time, all outstanding amounts, including those owed by the customer to companies affiliated to the Company within the meaning of Art. 1:20 WVV, shall automatically and by operation of law become due and payable, without notice of default being required, and despite pre-authorised payment terms and/or the drawing of bills of exchange or promissory notes and/or agreed staggered deliveries.

The Company is hereby entitled to suspend all its obligations extrajudicially and without any right to compensation on the part of the client and/or to dissolve the agreement to the detriment of the client after a notice of default has remained fruitless. In the latter case, the client shall owe a lump-sum compensation at least equal to thirty per cent (30%) of the agreed price (excluding VAT) without prejudice to the right to claim higher compensation.

6. Ecology

The attached conditions of acceptance in their latest version apply to all goods received.

All residues are weighed on arrival, processed and charged separately.

The correct information regarding the final contents of the goods - where applicable the original UN labelling - must be clearly visible and legible on each of the goods. The customer should provide the Company with the complete MSDS info of all goods concerned before the shipment of the goods concerned.

Goods that have contained toxic substances as defined in the ADR and/or dangerous goods directives can only be accepted after prior decontamination or neutralisation, which is clearly indicated on the goods.

Goods that have contained highly harmful substances including but not limited to carcinogenic and mutagenic substances and/or heavy metals including lead, cadmium, mercury, barium, thallium, copper, manganese, zinc and bismuth can only be accepted with prior express agreement.

The customer is and remains responsible for the accuracy and completeness of the information provided by him.

If the client fails to comply with these general terms and conditions and/or the acceptance conditions, the Company shall be entitled to suspend all its obligations extrajudicially and without any right to compensation on the part of the client and/or to dissolve the agreement to the detriment of the client after a notice of default has remained fruitless. In the latter case, the client shall be liable to pay liquidated damages equal to at least thirty per cent (30%) of the agreed price (excluding VAT) without prejudice to the right to claim higher damages.

7. Retention of title

The products sold and delivered, even if they have been processed or used, only become the property of the customer after full payment incl. interest, damages, claims and costs thereof.

Consequently, the goods may not be the subject of any act of disposition until the Company's claims have been paid in full. However, the customer, in its capacity as holder, will bear all risks personally in case of damage or disappearance of the goods.

In the absence of favourable action within eight days of a notice of default, the Company has the right, without court intervention, to take back the goods delivered or not to return goods received. In doing so, the customer gives permission to enter the places where the goods are located. The Company has the right to take used goods whose estimated value based on a public sale is proportional to the disputed amount. The Company has the right to sell these goods by hand or by auction. The cost of such sale shall be borne by the customer.

Any surplus will be paid to the customer.

The Company also retains a lien on all goods, property of the customer, that have regularly come into its control, even those that are not the subject of the invoice or agreement in question.

The exercise of the retention of title and/or right of retention does not in itself constitute rescission of the contract.

8 Applicable law and jurisdiction

Belgian law, with the exception of the Vienna Sales Convention, is exclusively applicable to the contract between the Company and the customer. In case of dispute, the courts of Hainaut, Tournai division shall have exclusive jurisdiction.

9 Miscellaneous

If any clause of these general terms and conditions is declared partially or completely invalid, this does not affect the validity of other clauses.

The Company is entitled to transfer its rights and obligations to third parties without the prior consent of the customer.