I. GENERAL
1. These general terms and conditions of sale apply to all contracts of sale concluded between PIPING LOGISTICS (the Seller) and the Client. The general terms and conditions of sale together with the special terms and conditions, if any, as well as where applicable and insofar as these are drawn up, the quotation, constitute the contractual framework between PIPING LOGISTICS and the Client (the Agreement).
2. The Client may not depart unilaterally or tacitly from the Agreement in any way whatsoever (including by simple conduct). By entering into an agreement with PIPING LOGISTICS, the Client declares that it has read and accepted these General Terms and Conditions of Sale without reservation. The Agreement excludes any further application of the Client’s general or special terms and conditions. Deviations from these general terms and conditions can only be made with the express written consent of both parties. No other oral or written arrangements made between the parties prior to this Agreement will apply.
In the event of a contradiction between the General Terms and Conditions of Sale, potential special terms and conditions and, where applicable and insofar as these are drawn up, the quotation, the provisions in the quotation shall prevail over contradictory provisions in the special terms and conditions, and provisions in the special terms and conditions shall prevail over contradictory provisions in the General Terms and Conditions of Sale.
PIPING LOGISTICS reserves the right to amend these General Terms and Conditions to the extent reasonably required due to changes in applicable legislation, supply chain conditions, logistics operations, technical requirements, market circumstances or internal organisation. Any such amendment shall not substantially alter the essential contractual balance between the Parties to the detriment of the Client. The amended terms shall apply to future Agreements or to ongoing Agreements after reasonable notice to the Client. Minor technical, administrative or clarifying amendments that do not materially affect the rights or obligations of the Client may be implemented without prior notice.
3. No Agreement shall come into existence unless and until PIPING LOGISTICS has confirmed the order in writing. In the event that the Client makes an error while creating the order or product numbers, prices or sales conditions are modified by PIPING LOGISTICS, the order confirmation shall include the modifications required as a result of such errors or modifications. The Client must verify the order confirmation issued by PIPING LOGISTICS. Upon receipt of the order confirmation, the Client may cancel the order within a period of 48 hours, provided that the order confirmation is not identical to the order initially placed by the Client. No other request for modification or cancellation of an order will be accepted. The order confirmation defines the mutual rights and obligations relating, amongst other things, to delivery and these General Terms and Conditions. Delivery is strictly limited to the Goods (as defined hereafter) described in the order confirmation. Any variation must be confirmed in writing by PIPING LOGISTICS. The Client accepts all costs resulting from any modification or cancellation requested after the conclusion of the Agreement.
4. PIPING LOGISTICS shall not be liable for any failure or delay in the performance of its obligations if such failure or delay results from a force majeure event beyond its reasonable control, including but not limited to production shutdown, reduction in production, strike, damage to the production plant, non- or late delivery by suppliers, government measures or other similar circumstances. Non-acceptance of orders or defaults in fulfilling existing agreements as a result of these circumstances do not entitle the Client (i) to cancel any order or (ii) refuse to accept or pay for the Goods, or (iii) to any form of financial or commercial compensation. Force Majeure shall include, but not be limited to, government orders, mobilisation, war, epidemic or pandemic, lockout, strike, demonstration, defects, fire, flood, explosion, shortage of raw materials or labour, supply chain disruptions, vandalism, exceptional weather conditions, withdrawal or non-renewal of a necessary permit or registration, sanctions or trade restrictions, and any other circumstance beyond the reasonable control of PIPING LOGISTICS that disrupts the normal course of business. If the Force Majeure situation continues for more than forty-five (45) consecutive calendar days, the Client shall be entitled to cancel the affected order without compensation being due by PIPING LOGISTICS. If circumstances within the meaning of Article 5.74 of the Belgian Civil Code substantially disturb the contractual balance of the Agreement and render its performance excessively onerous for PIPING LOGISTICS, PIPING LOGISTICS shall be entitled to request renegotiation of the Agreement.
5. The parties shall negotiate in good faith in order to restore the contractual balance. Pending such renegotiation, PIPING LOGISTICS may suspend performance to the extent reasonably necessary. The occurrence of a Force Majeure event or of circumstances within the meaning of Article 5.74 of the Belgian Civil Code shall in no event entitle the Client to suspend, defer or set off its payment obligations towards PIPING LOGISTICS.
6. The prices and all details relating to delivery periods as well as all other information included in our catalogues, prospectuses, rates and related sales documentation are for information purposes only and are not binding for PIPING LOGISTICS. PIPING LOGISTICS reserves the right to modify them at any time and without prior notification, except for technical files forming part of a sales contract. All goods delivered may be modified by PIPING LOGISTICS provided they can perform the functions as agreed with the Client.
7. Except when agreed otherwise in writing with the Client, all specifications, plans, blueprints and in general all technical documents which are provided to the Client in any form whatsoever, remain PIPING LOGISTICS property and may not be reproduced or disclosed to third parties. If a sale is not concluded, the aforementioned data should be returned immediately upon PIPING LOGISTICS’ request.
8. Omission or delay by PIPING LOGISTICS in the (partial) enforcement of a provision in the Agreement may not be regarded as a relinquishment of any of its rights whatsoever on the basis of the Agreement, now or in the future.
9. The most recent version of these General Terms and Conditions of Sale can be found on PIPING LOGISTICS’s website or may be obtained upon simple request by post or e-mail.
II. QUOTATIONS
1. All quotations, offers and prices issued by PIPING LOGISTICS are non-binding and subject to confirmation. Quotations are issued free of charge, apply as a whole and are indivisible. Prices offered are valid for thirty (30) calendar days. Quotations relate only to a proposal by PIPING LOGISTICS and do not bind PIPING LOGISTICS, even after acceptance by the Client. Only the written acceptance of the order by PIPING LOGISTICS shall cause the Agreement to come into existence.
2. PIPING LOGISTICS assumes that the information, drawings and other data provided by the Client are correct and may thus use them as the basis for its quotation. If the Client places an order by itself citing references from PIPING LOGISTICS, PIPING LOGISTICS will assume that these tally with the Goods actually required.
3. Images, dimensions, capacities, weights, descriptions of appliances and options, and other indications of machines and parts, price lists, offers included in PIPING LOGISTICS’ catalogue or on PIPING LOGISTICS’ website, and demonstration models are compiled as carefully as possible, but are only approximate and provided for information purposes only.
III. SUBJECT
1. The subject of the present Agreement is explicitly described and includes the explicitly described machines, devices, accessories, apparatuses, auxiliary attachments, parts, maintenance and/or repair services and installation. Depending on the specific context, the subject is hereinafter referred to as the “Goods”.
2. The Client is fully liable for the choice of the Goods. The Goods are standard goods, which are not created specifically for the Client’s needs, or goods which PIPING LOGISTICS has adapted at the Client’s request to specifications described by the Client. PIPING LOGISTICS has no liability whatsoever if it should emerge that the Goods fail to meet the Client’s specific needs and intended purpose and use, where the Goods meet the specifications described by the Client.
3. If an agreement is concluded between PIPING LOGISTICS and several Clients, they shall be jointly and severally liable towards PIPING LOGISTICS.
IV. INTELLECTUAL PROPERTY RIGHTS
1. The Client recognises that all Intellectual Property Rights (which are all intellectual, industrial and other property rights (irrespective of whether these are registered or not), including but not limited to copyrights, related rights, marks, trade names, logos, drawings, models or applications for registration as a drawing or model, rights in inventions, patents, patent applications, domain names, know-how, as well as rights to databases, computer programs and semi-conductors) attached to the Goods and the name and the logo under which they are provided, are vested with PIPING LOGISTICS or a third party that PIPING LOGISTICS has entered into an agreement with, and undertakes not to make any claim thereto.
The Client does not acquire any right or title to the Goods except for the license rights explicitly granted to it by PIPING LOGISTICS in writing.
2. The Client will observe PIPING LOGISTICS’ Intellectual Property Rights at all times and make all reasonable efforts to protect said rights. The Client will immediately inform PIPING LOGISTICS of any infringement of PIPING LOGISTICS’ Intellectual Property Rights by third parties of which it becomes aware.
3. Some third parties have Intellectual Property Rights in some of the Goods of PIPING LOGISTICS (Third-party IP) in some countries (the Third Party IP Countries). If the Client’s order concerns one of the Goods, the Client will be informed thereof in writing. The Client is not allowed to make, offer, place on the market or use the Goods concerned, or import or store the Goods concerned for those purposes in the Third Party IP Countries. The Client shall also refrain from supplying or offering to supply, to any person within the Third Party IP Countries [other than a party entitled to exploit the patented invention], the means relating to an essential element of that invention, for putting it into effect therein, Some Goods may be subject to intellectual property rights of third parties in certain countries (“Third Party IP Countries”). Where this is the case, PIPING LOGISTICS shall inform the Client in writing.
The Client shall not, directly or indirectly, use, sell, offer for sale, import, export or otherwise place such Goods on the market in those Third Party IP Countries, nor use the Goods in a manner that would infringe any third-party intellectual property rights.
The Client shall indemnify and hold PIPING LOGISTICS harmless against any claim, loss, damage or expense arising from any breach of this clause or from any infringement of third-party intellectual property rights caused by the Client or its customers.
The Client undertakes to impose equivalent obligations on its own customers and shall remain fully liable towards PIPING LOGISTICS for any breach of such obligations by its customers.
PIPING LOGISTICS will not be liable for any infringement on Third-party IP by the Client and the Client shall hold PIPING LOGISTICS harmless against any claim of a third party based upon an alleged infringement on Third-party IP.
The Client undertakes to insert a clause into its agreements with each customer to whom it sells Third-party IP Goods at least equivalent to this clause IV. The Client shall remain fully liable to PIPING LOGISTICS for the performance of that customer’s obligation.
V. PRICES
1. Our prices are denominated in Euros. PIPING LOGISTICS is obliged to honour only the most recent prices. The price list made available to Clients is based on a maximum payment term of 30 days from the date of invoice.
2. The prices are established on the basis of the current prices applicable at the time the Agreement is concluded. If reasonably unforeseeable costs are incurred after conclusion of contract, PIPING LOGISTICS reserves the right to adjust the prices within the framework of the altered circumstances and without charging additional profit.
3. Our prices are exclusive of VAT and are based on ex-works or ex-warehouse delivery. Packaging, transport, insurance, taxes and customs duties are not included and shall be borne by the Client.
VI. DELIVERIES AND TRANSPORT
1. Unless otherwise agreed in writing, delivery of the Goods shall take place ex warehouse of PIPING LOGISTICS. From the moment the Goods are made available for collection at the warehouse of PIPING LOGISTICS, all risks relating to the Goods shall transfer to the Client. Even if PIPING LOGISTICS arranges transport on behalf of the Client, such transport shall be carried out at the risk and expense of the Client. If dispatch or collection is delayed for reasons attributable to the Client, the risk shall transfer to the Client on the date on which the Goods are ready for dispatch. If PIPING LOGISTICS assists in arranging transport, it shall act solely as intermediary and shall only be liable in case of wilful misconduct or gross negligence in the selection of the carrier.
2. PIPING LOGISTICS can use the order confirmation to inform the Client of the lead-time for the delivery of the Goods which have been ordered. PIPING LOGISTICS shall make every effort to uphold these lead times; however, lead-time information is provided as an indication only and, except in case of wilful misconduct, under no circumstances may PIPING LOGISTICS be held liable in the event of a late delivery.
3. Except in case of wilful misconduct, failure to meet the indicated delivery time does not entitle the Client (i) to cancel any order or (ii) refuse to accept or pay for the Goods and/or services, or (iii) to any form of financial or commercial compensation.
4. Any explicitly agreed delivery deadline shall commence only after PIPING LOGISTICS is in possession of all information and documents that are required for the delivery.
5. However, if PIPING LOGISTICS has explicitly undertaken in writing to pay compensation in the event of delayed delivery, such compensation shall only be payable if the Client has declared PIPING LOGISTICS in default by registered letter within five (5) calendar days after expiry of the agreed delivery deadline and has provided proof of the damage suffered. No compensation shall be due if the delay results from Force Majeure or from circumstances within the meaning of Article 5.74 of the Belgian Civil Code, or if the delay is attributable to the Client. In any case, any compensation for delayed delivery shall always be limited to 0.5% of the purchase price, per complete week of delayed delivery following the 21st working day of the delivery date, up to a maximum amount of 5% of the purchase price.
6. The Client cannot refuse any Goods concerned unless (i) the Goods delivered fail to conform to the order confirmation or (ii) a significant defect is found in the delivered Good(s). If the Client refuses to accept an order, the Goods shall be stored at the Client’s expense and risk. Such complaints must be made in accordance with clause IX.
7. Unless agreed otherwise in writing with the Client, the Goods are not taken back once delivered. Should PIPING LOGISTICS agree to take the Goods back, it will be entitled to invoice an amount in proportion to the value and condition of the Goods at the time of delivery to its warehouse, plus any direct and indirect costs incurred. If the Client returns the Goods unilaterally, PIPING LOGISTICS reserves the right to send these Goods back again in the condition in which they are, at the Client’s cost and risk.
VII. TERMS OF PAYMENT
1. Unless otherwise agreed in writing, the Client accepts the terms of payment indicated on the invoice. Unless expressly agreed otherwise in writing, all invoices are payable net, at the latest 30 days from the invoice date.
2. The Client may not suspend, defer or set off any payment obligation towards PIPING LOGISTICS, except with claims that are undisputed or finally established by a competent court. Any payment made by the Client shall be deemed unconditional. Complaints or disputes, including legal proceedings, shall not release the Client from its obligation to pay the purchase price within the agreed deadline.
3. Failure to pay on the due date shall automatically give rise to default interest at the rate provided for by the Belgian Act of 2 August 2002 on combating late payment in commercial transactions. In addition, a fixed compensation of ten percent (10%) of the outstanding amount shall be due, without prejudice to the right of PIPING LOGISTICS to claim higher damages if such damages are proven.
4. PIPING LOGISTICS shall also be entitled, without prior notice, to suspend deliveries or performance of its obligations under the Agreement as long as the Client has outstanding overdue payments. Moreover, PIPING LOGISTICS will be entitled to cancel all outstanding orders.
5. PIPING LOGISTICS reserves the right, at any time and without prejudice to any other rights, to require advance payment, a bank guarantee, parent company guarantee or any other appropriate security, prior to delivery or continuation of the performance of the Agreement.
6. If PIPING LOGISTICS becomes aware of any circumstance that might substantially affect the Client’s financial situation, all outstanding amounts owed by the Client to PIPING LOGISTICS shall become immediately due and payable, without prior notice of default.
7. Complaints concerning invoices must be received by PIPING LOGISTICS within eight (8) calendar days from the invoice date, by means of a detailed and reasoned registered letter with acknowledgement of receipt. After this period, invoices are deemed to be accepted. Complaints cannot suspend payment by the Client.
VIII. RETENTION OF OWNERSHIP - TRANSFER OF RISK
1. The Client shall ensure that the Goods remain clearly identifiable as property of PIPING LOGISTICS until full payment has been made. The Client shall ensure that its contracting parties are bound by provisions that protect PIPING LOGISTICS’ retention of title to at least an equivalent extent.
2. The retention of title shall extend to the proceeds of any resale of the Goods, whether or not transformed or incorporated into other goods. In the event of processing or incorporation, PIPING LOGISTICS shall acquire co-ownership of the resulting goods in proportion to the value of the Goods supplied.
3. The Client shall take care of the Goods from the moment they are made available for collection. As from that moment, the Client shall bear the risk of any damage or loss.
4. If the Client fails to comply with any contractual obligation, such as non- payment of invoices due, PIPING LOGISTICS will be entitled to reclaim the Goods.
IX. PRODUCT LIABILITY - GUARANTEES
1. PIPING LOGISTICS shall ensure that the Goods sold have the features specified in writing or in verifiable technical parameters. The Client is exclusively responsible for the suitability of the Goods sold by PIPING LOGISTICS in relation to its application (system responsibility fit for purpose). If PIPING LOGISTICS offers application advice, the responsibility shall be restricted to the Goods offered and their specified verifiable technical parameters or specified features (component responsibility).
2. Only the Client is responsible for the safety of the Goods sold in the Client’s specific application.
3. The Client must inspect the delivered Goods without delay. Any visible or latent defects must be notified to PIPING LOGISTICS in writing within the time limits set out below:
If the Client believes that the delivered Goods do not match the order or is visibly defective, the Client must notify PIPING LOGISTICS in writing within five (5) working days after delivery and after the defect was or reasonably should have been discoverable upon normal inspection. If, after the expiry of that deadline, PIPING LOGISTICS has received no written complaint from the Client, the Client shall be deemed to have accepted the Goods.
Latent defects must be reported by the Client in writing to PIPING LOGISTICS by registered letter, or by e-mail with acknowledgement of receipt, within ten (10) working days after the Client identified them or ought normally to have identified them, and in any event no later than six (6) months after the date of physical delivery of the Goods.
Claims for latent defects must be brought before the competent court within a term of one year from the date the Client identified them or ought to normally have identified them.
4. If the Goods sold are delivered in lots, which facilitate a statistical quality inspection according to the usual applicable principles, this inspection must be performed upon physical delivery. Unless agreed otherwise, the inspection conditions and criteria in the relevant standard documents shall apply to the inspection. A lot accepted upon this inspection shall be considered as free from visible defects. PIPING LOGISTICS shall replace a lot rejected upon this inspection upon its return to PIPING LOGISTICS in full. PIPING LOGISTICS reserves the right, in consultation with the Client, to replace the defective parts of the rejected lot with parts without defects.
5. Complaints by the Client shall lapse 12 months from the date of delivery. This shall not apply where the law obliges longer periods and in the case of malice.
6. To the maximum extent permitted by law, PIPING LOGISTICS’ contractual and extra-contractual liability vis-à-vis the Client shall be limited to the amount paid by its liability insurer, or, if no cover is provided for any reason, to the purchase price of the Goods concerned, excluding VAT and ancillary costs. The aggregate liability of PIPING LOGISTICS arising out of or in connection with the Agreement shall in any event be limited to the purchase price of the Goods concerned. PIPING LOGISTICS shall in no event be liable for indirect or consequential damages, including but not limited to loss of turnover, loss of profit, loss of clients, loss of reputation or increased operational costs.
7. Without prejudice to the above:
PIPING LOGISTICS’s guarantee is limited to the replacement or repair (as decided by PIPING LOGISTICS), free of charge, by our services, of goods we acknowledge to be defective. Such replacements or repairs do not extend the guarantee period.
Transport costs for spare parts will be borne by the Client.
8. PIPING LOGISTICS shall not be required to safeguard the Client if it emerges that:
The Client or a third party has made, or attempted to make, repairs or changes to the Goods; or
The defects are the consequence of improper or abnormal use, such as, for example, the use of the Goods for purposes other than those for which they are reasonably intended, overloading, (inappropriate) application in a way which does not match the instructions for correct use, assembly, maintenance, installation or use which does not match the technical or safety standards applicable in the place where the Goods are used; or
The defects have not been reported to PIPING LOGISTICS on time or in the correct way; or
The documentation belonging with the sold Goods, and not deriving from PIPING LOGISTICS, including instructions for use or operation, safety symbols, etc. is incorrect and/or incomplete; or
The Client fails to comply with the obligation to regularly perform maintenance services on the Goods; or
The Goods are used together with accessories or auxiliary attachments, which are not sold or supplied as accessories with the sold Goods, or not intended to be used together with the Goods.
9. All other complaints or demands for compensation or indemnification, other than those mentioned in this article, are excluded, irrespective of the legal or other grounds on which they are based.
10. All repairs rendered further to normal wear and tear of the goods or as a result of damage or accidents caused by neglect, lack of monitoring or maintenance, improper use or incorrect assembly are not covered by our guarantee.
11. Where the Client is held liable by third parties as a result of damage caused by a fault in the Goods supplied, which were supplied by the Client in any form whatsoever to third parties, the Client shall in no sense be entitled to any recourse against PIPING LOGISTICS.
12. The Client shall defend and hold PIPING LOGISTICS harmless for any damages, costs and expenses resulting from third party claims for damage caused by faulty or negligent behavior of the Client.
13. To the maximum extent permitted by applicable law, the Client waives any extra-contractual claim against the directors, officers, employees, agents, subcontractors, auxiliaries or other appointees of PIPING LOGISTICS in connection with the negotiation, conclusion or performance of the Agreement. This waiver shall not apply in cases of wilful misconduct, fraud, or damage resulting in death or personal injury to a natural person, nor where such waiver is prohibited by mandatory law. The aforementioned persons are third-party beneficiaries of this clause.
14. All limitations and exclusions of liability set out in this Agreement shall apply to the maximum extent permitted by mandatory applicable law.
15. Failure to comply strictly with the complaint procedure and deadlines set out above shall result in the irrevocable forfeiture of the Client’s rights in respect of the Goods concerned.
X. SUSPENSION AND DISSOLUTION
1. In the event of complete or partial non-payment of any debt on its due date, PIPING LOGISTICS shall have the right to suspend or terminate any current Agreement with the Client, without the Client being entitled to any compensation.
2. If the Client fails to remedy its contractual breach within five (5) days after receipt of the notice of default, PIPING LOGISTICS shall have the right to immediately terminate the Agreement without any prior judicial intervention or any compensation being due. The entire or partial non-payment of one or more invoices on the due date shall be considered as a material breach of the Client.
3. Without prejudice to the provisions of Art. X.1, PIPING LOGISTICS shall be entitled to suspend the performance of its obligations under the Agreement or to dissolve or terminate the Agreement if, after or before the conclusion or beginning of the execution of the Agreement, PIPING LOGISTICS becomes aware of any circumstance that might substantially adversely influence the Client’s financial situation, or if it becomes clear to PIPING LOGISTICS that the Client will fail in its obligations in a major way. PIPING LOGISTICS shall, in such a case, write to the Client to notify it of its decision.
4. PIPING LOGISTICS shall have the right to suspend its obligations under the Agreement in the event of bankruptcy, judicial reorganisation, insolvency proceedings, cessation of activities or any comparable situation affecting the Client, without prejudice to Art. V of the present Agreement.
5. In the cases referred to in Art. X.1 and X.2, the Client shall be liable for any damage suffered by PIPING LOGISTICS.
XI. PROCESSING OF PERSONAL DATA
1. For the duration of this Agreement, the Client shall comply with all applicable data protection laws, including in particular with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) (the “Regulation”), if applicable.
PIPING LOGISTICS may collect certain personal data relating to the Client in order to fulfil its contractual obligations. Where PIPING LOGISTICS acts as controller, it shall process and protect such personal data in accordance with the Privacy Policy available on its website.
XII. MISCELLANEOUS
1. Belgian law shall apply exclusively to any dispute arising out of or in connection with these General Terms and Conditions of Sale, and such dispute shall fall under the exclusive jurisdiction of the courts of Ghent, division Ghent. No effect shall be given to any choice-of-law or conflict-of-laws rules or provisions that would cause the laws of any other jurisdiction to be applicable. This jurisdiction clause shall not prevent PIPING LOGISTICS from initiating summary proceedings or conservatory measures before any competent court.
2. The invalidity or unenforceability, for whatever reason, of any provision of these General Terms and Conditions of Sale shall not affect the validity of the Agreement or of the remaining provisions. The parties shall negotiate in good faith a replacement provision or provisions that are valid and enforceable and that as closely as possible correspond to the spirit and purpose of the invalid or unenforceable provisions and the Agreement as a whole.
3. PIPING LOGISTICS may transfer the Agreement or part thereof to any person, company or business or outsource it by means of subcontracting. The Client is not entitled to transfer the Agreement or part thereof to a third party without the prior written consent of PIPING LOGISTICS.
4. These General Terms and Conditions of Sale in no way affect any other rights PIPING LOGISTICS may have, including contractual rights as well as legal rights.
5. Please note that this English version of our General Terms and Conditions constitutes a translation of the original Dutch version. In the event of any discrepancy between the different language versions, the original Dutch version shall prevail. The Dutch version is available on our website.