General Conditions

 

General Sales-

and Delivery Conditions

 

ASTRON ROUGH PRO

 

 

 

Astron nv,

Brouwersvliet 33
2000 Antwerpen

BELGIUM

 

  


Article 1. Taal, Language

Nederlands: Deze Algemene Verkoop- en Leveringsvoorwaarden zijn op eenvoudig verzoek beschikbaar en zijn tevens te consulteren op shop.astronrough.com, in het Nederlands en Engels.

De Nederlandstalige versie van deze Algemene Verkoop- en Leveringsvoorwaarden is de enige authentieke.

English : These General Terms and Conditions of Sale and Delivery are available on request and can also be consulted on shop.astronrough.com in Dutch and English. Only the Dutch version of these General Terms and Conditions of Sale and Delivery is legally valid.

Article 2. Definitions

General Conditions:
These General Sales and delivery conditons of Astron Rough Pro.

Astron:
The company Astron, with registered office at Brouwersvliet 33, 2000 Antwerpen registerd with number 0452.056.622.

Client:
Every person or company who buys goods or service from Astron, places an order with Astron, and/or sends a price inquiry to Astron, as well as everybody who, for the account of another person or company, buys goods or service from Astron, places an order with Astron, and/or sends a price inquiry to Astron.

Agreement:
Every agreement between Astron and the Client concerning the sales of goods or services, as well as all juridical aspects connected with these.

Services:
All services regarding repairs, installation, maintenance, renting and assembly of goods and communicationservices delivered by Astron to the Client.

Registered Complaint:
A Registered Complaint Letter which mentions the invoicenumber, all reference numbers (if applicable), as mentioned on the written communication between Astron and the Client, the orderconfirmation from Astron,  the delivery note from Astron, and the invoice from Astron with a correct identification of the goods and/or services and a detailed description of the non-conformity or defect.

Conformity of Delivery (exhaustive definition): Delivery of the correct (types of) goods/services, at the correct place and of correct quantities/weight in conformity with the written agreement between Astron and the Client, or if nonen, with the written order confirmation from Astron.  If there is no written agreement nor orderconfirmation from Astron, then the correctness  of the (types of) goods/services, of the location(s) and of the quantities/weight will be  with regards to the Client’s order.

Article 3. Scope

3.1 The execution and payment of all the services performed by Astron and/or the sale of goods and everything related to these, are subject to these General Conditions, including the execution and payment of all the services performed and/or the sale of goods by Astron under the tradename Astron Rough Pro. No deviation of these General Conditions will be allowed, unless this deviation is specifically written in the Agreement.

3.2 Notwithstanding any different communication in the past or the future, the Client accepts that, by placing an order or sending a price inquiry to, or by making an Agreement with Astron that following rules are applicable to all contractual, precontractual and extracontractual legal affairs between Astron and the Client, both in the present and future (in hierarchical order, the next in absence or silence of the former): (1) the written agreement between Astron and the Client; (2) the written orderconfirmation from Astron; (3) these General Conditions; (4) Belgian law.

3.3 The general and/or special conditions from the Client are not applicable and are specifically refused by Astron. Other (deviating) conditions are only applicable if Astron undersigns these (deviating) conditions for agreement. These specifically for agreement undersigned deviations are only valid for the Agreement for which they are signed, and can’t be called upon for possible other, even similar, Agreements.

3.4 The possible nihility of one of the clauses of these General Conditions, or part of a clause, do not interfere with the validity of the other clauses or the remaining part of the clause. If one of the clause, or part thereof, should be invalid, then Astron and the Client, sofar possible and following their loyalty and conviction, will negitate to replace this invalid clause by an equivalent clause, which answers to the general spirit of these General Conditions,.

3.5 Astron has the right to change these General Conditions unilaterally, corresponding to a change in trade policy or to economical or legal requirements. After informing the Client, the latter has 5 days to formulate his remarks. If the Client formulates remarks, then both parties will enter negotiations on these remarks. If no remarks are made within the period of 5 days, then the new General Conditions are deemed to have entered into force immediately from the Client was informed.

Article 4. Creation of Agreement

4.1  All offers from Astron are always non-committal and Astron can withdraw them at any given moment. In any case should every offer from Astron be considered as an invitation to place an order by the Client. Astron keeps the right reject a request.

4.2 The Agreement between Astron and the Client will only be crated as soon as a person who is competent to commit Astron by law, confirms the Client’s order, either written or electronically, or as soon as Astron starts the execution of the order.

4.3 Astron always has the right to request a full or partial prepayment. In this case all obligations by Astron towards the Client remain suspended, without any prejudice, as long as the prepayment hasn’t been settled.

4.4 Astron has the right to execute replacements or extra work, which appear necessary during the execution of the contractual works. These replacements and extra works will be invoiced automatically to the Client and are always deemed to be accepted by the Client

4.5 All deliveries of goods and/or services which have not been explicitly mentioned in the written Agreement between Astron and the Client, or by absence of this in the orderconfirmation from Astron, will be deemed as extra orders and/or extra works on request of the Client, and shall be invoiced as such to the Client

4.6 Astron is free to choose the parties with whom she wants to make an Agreement with, and remains the right to minimum invoiceamount.

Article 5. Prices and Payment Methods

5.1 All prices are VAT.

5.2 All offers will be in Euro or Dollar, as per Astron’s choice.

5.3 For every project a tailormade price will be calculated. This is therefor valid only for the specific project and not for possible other, even similar, projects.

5.4 Currency fluctuations, increases in resource prices, wages, social security, governmental impsed duties, (environmental) taxes, transport costs, im- and export dues or insurance fees (exemplatory enumeration) whicharise in between the creation of the Agreement and the execution of the Agreement may lead to an increase in price.

5.5 Settelement of the invoice by the Client needs to be done within 8 days after invoicedate.

5.6 Astron has the right to ask the Client for a (bank)warranty before starting the execution of her duties towards the Client.

5.7 The Client needs to address his complaints regarding invoicing within  three (3) working after receipt of the invoice to Astron by means of a Registered Complaint

5.8 In case of non-payment or partial payment on the due date of one of our invoices, the following is applicable by law and without prior notice:

(1)  An interest rate of 12%, which is capitalized annually;

(2)  The Client is due a lump sum equal to theinvoiced amount with a minimum of one hundred Euro (100 EUR) without prejudice to the right of Astron to prove greater losses;

(3)  Is the Client liable for all juridical and extrajuridical collection;

(4)  will all other invoices from Astron, towards the Client, even those before due date, become immediatelly claimable;

(5)  Has Astron the right to reclaim the delivered goods and/or picked up by the Client, to suspend or cancel the (further) execution of the specific and/or one or more Agreements without the need for prior notice or legal action;

5.9 Clauses (4) and (5) of forementioned Article 5.8 are also applicable in case of an imminent bankruptcy, judicial or conventional dissolution, application of Belgian dd. 31 januari 2009 regarding continuity of enterprices, arrears or any other fact which makes Astron lose her faith in the creditworthiness of the Client.

5.10 Acceptance of partial payment will be subject to all reservations and will be charged in the following order: (1) collection costs; (2) damages; (3) interest; (4) principal amounts.

5.11 The invoice date is conclusively presumed to be the date of dispatch of the invoice. The mentioning of the invoice  in the ERP package of Astron applies as presumption of dispatch and receipt of the invoice.

5.12 Payment of the invoice without protest within the deadlines,  always and without exception proves the acceptance by the Client of both invoice and performed services and/or goods supplied .

Article 6. Cancellation

6.1 Astron reserves the right to completely or partially cancel the Agreement between Astron and the Client and/or the order of the Client without any compensation or any right of recourse against Astron, if certain goods or components of certain goods are not in stock.

6.2 Unless written agreement from Astron, the Client is not permitted to cancel his order nor the Agreement between the Client and Astron, after the Cooling Dodw Period of 14 days has expired.
If an order, and /or the Agreement between Astron and the Client is cancelled by or on behalf of the Client, even with express written consent of Astron, the Client is liable to pay a compensation of 35% of the total invoice amount, notwithstanding the explicit right of Astron to claim higher damages if evidence is provided for this purpose.

Article 7. Delivery of Goods and/or Services

7.1  The specified execution or delivery periods are indicative and are not an essential part of the obligations of Astron in relation to the Client, nor the written Agreement between the Client and Astron, , nor the order confirmation by Astron.

7.2 In case of exceeding the specified delivery period, Astron and the Client will agree to a reasonable extension of time.

7.3 The exceeding of a time limit, neither the original nor the additional period(s) may give rise to the payment of any compensation or the cancellation of the Agreement between Astron and the Client.

7.4 Astron is never liable for delays incurred as a result of the failure of a manufacturer or supplier to Astron, the Client and/or any third party.

7.5 Astron has the right to provide/perform a partial delivery or execution of the bought goods or services. This can not give rise to the payment of any compensation or to the cancellation of the Agreement between the Client and Astron.

7.6 If the Parties agree that the Client will pick up (a part of) the purchased goods, then the Client needs to pick up these goods himself, at his own expenses, and at his own risks at a place and time stipulated by Astron. In the absence of collection within 5 working days, the Client is liable to pay a storage fee of 1% of the full invoice amount per week.  Once the scheduled date of collection has been exceeded by 2 weeks, Astron has the right to terminate the Agreement between the Client and Astron without prior notice and without legal intervention, with effect on the date of dispatch of the cancellation. In such case, the Client is liable to pay a compensation equal to 35% of the total invoice amount, without prejudice to the right of Astron to prove a higher damage.

Article 8. Communicationservices

8.1 Astron is committed to make all reasonable efforts to ensure that communicationservices work permanently and are fully operational.

8.2 The Client accepts that communicationservices might not be available due to preventive or corrective maintenance on this service, or any other intervention by Astron or the service provider to ensure normal operation of the communicationservices or loss of connection due to the area where the user is or any external circumstances that may disturb conectivity (e.g. storm)

8.3 Astron can not be held liable for any damage whatsoever which arises, wholy or partially, from the unavailability of the communication services. The Client indemnifies Astron against any appeal or complaint from a third party.

Article 9. Property Retention

9.1 All goods sold remain property of Astron until full payment of the principal amount, any interests, costs and compensation.

9.2 If the Client has sold the purchased goods before the above amounts have been fully and properly paid, the aforementioned right automatically passes on to the resulting salesprice..

9.3 The Client needs to do his utmost as can be reasonably expected to safeguard the property rights on the unpaid goods. If third parties seize the property of the goods, or establish rights on them, then the Client is obliged to inform Astron immediatelly.

9.4 In addition, the Client commits to insure unpaid goods for fire, explosion, water damage and theft. The Client shall grant Astron the right to inspect the insurance policies and proof of payment of said insurances.. A payment of this insurance will come to Astron.

9.5 In case of non or partial payment on the due date of one of the invoices, Astron has legally and without prior notice, the right to recover  from the Client, the goods already delivered.  The Client shall at first and simple request return the goods to Astron at his own expense and risk within 24 hours. Upon receipt of the returned goods by Astron, and provided the goods are found to be in good condition, the amounts already paid will be refunded to the Client, net of (1) the loss of earnings, estimated at 15% of the total invoice amount including VAT; and (2) a penalty of 5% of the total invoice amount , including VAT, for the (extra) manageent and administration costs. All this notwithtanding the right of Astron to prove greater damage.

Article 10. Renting of Goods

10.1 Astron is always entitled to ask for a deposit to the Client for the rented goods

10.2 The Client shall use the rented property only for the purpose for which it was intended, and will handle the equipment as a good family man. By receipt of the equipment the Client declares to be familiar with the operation of the goods, and acknowledges that the equipment corresponds with the needs he expressed.

10.3 The liability of the Client for the rented goods starts from the availability at the Astron office. If Astron would be responsible for the shipping to the Client, this is solely at the risk and expenses of the Client .

10.4 The Client declares that he accepted the rented goods in good condition. Any complaints regarding the condition of the rented goods should therfore be maded upon receipt.

10.5 When a malfunction occurs during the rental period, the Client must notify Astron immediatelly. The Client is not allowed to remedy malfunctions or carry out repairs , without prior consent of Astron. If faults or malfunctions in, to or from the rented goods are not reported immediatlly to Astron, then the Client is fully liable for all damages that will ensue.

10.6 All complaints and/or damages with regards to the rented goods belong exclusively to the producer(s) and/or supplier(s) where Astron has purchased the rented goods.

10.7 Astron is never liable for direct or indirect damage during the rental period as a result of the not, not properly or not up to expectations working of the rented goods, or harm caused to persons and/or goods by or working with the rented equipment.

10.8 Astron is above this never responsible for damage caused by the Client and/or third parties, damage as a result of incorrect or inappropriate use of the rented goods, and/or damage resulting from non-compliance by the Client and/or its employees/co-workers to legal or other obligations, including safety instructions and user manuals of the rented goods.

10.9 Notwithstanding the foregoing, the liability of Astron is in any case limited to the higher of the following amounts::

-        the amount Astron can recover from his insurer;

-        the amount invoiced for the rental of the good which cause the liability.

10.10 The rented goods need to be returned by the Client in the same condition has he received them..

10.11  In the event of theft, loss or damage to the rented goods, the Client is obliged to report this immediatelly to Astron. Furthermore, in case of theft, loss or damage, the Client will report this to the Police and provide Astron with a copy of the declaration.

10.12 The acceptance by Astron of the returned goods does not imply the acceptance of the state of the goods, and doesn’t rule out a claim for compensation. Astron has the right to check and test the goods for 10 working days after being taken back, but at the latest before the goods are received by a new tennant. After this inspection Astron has 5 working days to report the defects, identified by an inspection report, to the Client. For discovering hidden defects Astron has  a period of 2 years after taking back the goods. After the discovery, Astron has a period of 10 days to report the defect to the Client.

10.13 In case of damage to the rented goods, the Client is liable to pay compensation to Astron, even if such damage was caused by third parties during the rental of the goods by the Client. The compensation amounts to the cost of repairing the damage and the rental fee of the goods for each day involved with the repairs, plus 50% of the rent, notwithstanding the right of Astron to prove a higher damage. If a deposit was paid by the Client, the compensation will first be deducted of this deposit, and if the amount is higher then it will be billed to the Client. If no deposit was made, the Client will be invoiced the total amount of compensation payable.. In case of loss of the rented goods or if the rented goods are irreparbly damaged, the amount invoiced to the Client will equal th purchase price of the same goods at the time of the loss or damage plus the rental fee for every extra day until the new goods have been delivered to Astron., increased with 50% and notwithstanding the right of Astron to prove higher damage.

10.14 If the rented goods are not returned to Astron in time, the Client is in fault without any further notice or legal action required. In that case the Client, without prejudice to his other obligations, is liable to pay a compensation to Astron.. This compensation consists of the rental fee per day the rental period is exceeded increase with 50%, notwithstanding the right of Astron to prove higher damages.

10.15 Astron always has te right not to enter into a rental agreement. Astron is not liable for any consequential damages that may result.

Article 11. Subcontracting

11.1 Astron has the right to subcontract  the services wholly or partially..

11.2 If Astron is employed as subcontractor, these General Conditions remain valid, also with respect to the contractor. The Contractor is required to submit this agreement to the Client ant to ensure its applicability.

11.3 If Astron is acting as subcontractor, Astron has a direct claim against the Client, up to the amount due by the Client to the contractor at the moment of the institution of direct action, conform with Article 1798 of the Belgian Civil Law. This direct action not only applies to all claims but also to related amounts like arrears and any payment under penalty clause,…

11.4 If Astron is acting as subcontractor, Astron also has a lien on all claims of the contracting partner – general contractor, arising from the contract with regards to the services for which Astron has ben subcontracted. This lien not only applies to all claims but also to related amounts like arrears and any payment under penalty clause,…

Article 12. Information

12.1 The Client shall be deemd to be aware of all the characteristics of the goods and services ordered by him. The Client can not derive any right to the information, samples or models provided by Astron on its own initiative or at the request of the Client.

12.2 The Client bears the sole and entire responsibility to determine whether the purchased goods / Services are suitable and meet all the quality requirements on the use and/or the objectives for which the Client purchased and wishes to use the goods/services.
The Client shall herefor perform the necessary tests, and gather the necessary information, including guidelines on the proper use of the goods, dangers, precautions, application and quality of the goods.
The Client hereby has the explicit obligation to verify the gathered information, including accuracy, completeness and the applicability of this information about the use/objectives for which the customer purchased the goods.

12.3 All information given by Astron, on own initiative or on request from the Client, to the Client only has informative value, and doesn’t free the Client of his obligations under Article 12.2  of these General Conditions.
The responsability of Astron is restricted to what is obliged by Belgian Law.

12.4 Astron is  not responsible for carrying out tests or to apply for permits/certifications.

Article 13. Incoterms

13.1 All deliveries of goods will be  EX WORKS (Incoterms 2010).

13.2 Upon request by the Client, Astron can take care of the delivery, but this will always be at the Client’s risk and expenses.

Article 14. Force Majeure

14.1 Astron is not responsible for any breach of its obligations caused by Force Majeure inits broadest sense.

14.2 In the event of Force Majeure Astron may at its own option and discretion: (1) temporarily suspend performance of its obligations; (2) terminate the Agreement with the Client; (3) invite the Client to negotiate new amended conditions.

14.3 Force Majeure means unusual and unforeseeable circumstances, like war, mobilization, riots, strike and lock-out both with Astron and her suppliers, machinery breakdown, fire, water damage, interuption of transport, difficulties with supplies of raw materials, materials and energy, constraints or proibition imposed by authorities, adverse weather conditions, increased security,…

Article 15. Acceptance, Delivery, Complaints and Defects

15.1 The Client shall immediatelly upon receipt of the goods/services perform an initial verification, including those relating to the conformity of the delivery.  

15.2 Complaints regarding conformity of the delivery and/or visible defects must be reported immediatelly to Astron per Registered Complaint. Failing to do so implies that the Client accepts the delivery as agreed..

15.3 Taking into use, processing, repacking and/or reselling the goods delivered by Astron, implies the approval and acceptance, and shall be regarded as final accepatnce of the goods /services and frees Astron from any liability regarding these goods/services.

15.4 The Client loses in any way the right to evoke any non-compliance or defect if he doesn’t report this to Astron by Registered Complaint immediately after he discovered or should have discovered the non-conformity or defect.

15.5 With complaints regarding non-conformity or defects that have been reported to Astron timely and properly, Astron will, at its own choice and discretion: (1) replace the non-conform or defecrive goods/services; or (2) credit the erroneous part at the price mentioned on the written Agreement between Astron and the Client, or in absence to the price shown in the order confirmation by Astron. The Client acknowledges that these measures both individually constitute a full and adequate compensation for any possible damage due to the non-conformity of the delivery.

15.6 The possible (partial) replacement of goods/services can not give rise to the payment of any compensation or to cancel the Agreement between the Client and Astron..

15.7 Astron reserves the right to establish herself , or by means of a deputy, and together with the Client the non-conformity of the delivery and/or defects and to establish the reason for this.

15.8 Complaints and/or a (partial) replacemnet of goods /services relive the Client in no way of his payment obligations  within the Agreement between Astron and the Client, the order confirmation by Astron, these General Conditions and/or the respective payment terms.

Article 16. Duties of the CLient

16.1 The Client has the sole and full responsibility to:

-        timely hand over all data to Astron, including those related to data which Astron describes as necessary for the performance of her obligations to the Client and/or in relation to data which the Client should reasonably know to be necessary or useful for the performance of the obligations by Astron

-        inform Astron, prior to delivery of the purchased goods/services, of possible standard and legal conditiions which they have to comply with;

-        inform Astron in writing about specific requirements for the purchased goods/services;

-        inspect the goods/services properly and adequately within 48 hours of delivery or pick-up, and in any way before using or selling them;

-        ensure the safety of Astron personnel;

-        inform his staff and employees properly and train them adequately regarding safety  and usage instructions from the respective manufacturer/supplier;

-        to conclude the necessary insurance agreements a.o. regarding the retention rights as per Article 3 of these Genral Conditions..
The Client shall grant Astron permission upon her first request to check these insurance policies and their payments.

Article 17. Forfeiture of Rights

17.The possible or even repeated non-enforcement by Atsron of any rights can only be regarded as the tolerance of a certain state, and does not lead to a forfeiture of rights.

Article 18. Netting

18.1 In accordance with the Law on Financial Securities d.d. 15 December 2004, Astron and the Client will compensate automatically and by law all current and future debts towards eachother. Therefore, in the ongoing relationship between the Client and Astron only the largest debt remains after the forementioned automated debtcompensation.

18.2 These debts will be in any way opposable to the curator and concurrent creditors who can not oppose the debt equation agreed by Astron and the Client.

Article 19. Liability

19.1 The liability of Astron regarding the purchased goods is limited to her responsibilities as reseller, without Astron being responsible for any damage other than the conformity of the delivery..
All complaints and/or damages, other than those relating to the conformity of the delivery are the sole responsibility of the manufacturer(s) and/or supplier(s) from which Astron has purchased the goods. The Client has maximum the opportunity to invoke such complaints during a period equal to the shorter of the following:

-        - the warranty period offered by the manufacturer or supplier to Astron;

-        - an absolute maximum of 2 years after the delivery of the goods/services to the Client.

19.2 If the Client informs Astron timely and correctly, in accordance to Art. 14 and current Art. 19 of these General Condiions of any complaint and/or damage other than with respect to the conformity of the delivery, Astron will pass this complaint directly to the respective manufacturer/supplier. Upon the handling of this complaint/claims procedure Astron will only act as intermediary between the Client and the respective manufacturer/supplier. The responsibility of Astron remains limited in this respect to the transmission of information between the Client and the manufacturer/supplier, without Astron can be held responsible in any way with regard to the complaint or damage itself.

 19.3 Astron is never liable for indirect damage, including but not limited to lost profits, damage caused by the Client and/or third parties, damages caused by incorrect or inappropriate use of the goods, damages due to the non-compliance by the Client and/or his staff/employees/appointees of legal and/or other obligations, including safety instructions and any instructions for use of the respective goods/services.

 19.4 Nothwitstanding the foregoing, the liability if Astron is in any case limited to the higher of the following amounts:

 

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