TERMS & CONDITIONS

1. DEFINITIONS

1.1. Vendor: MEMOLUB International SA, whose head office is located at 1070 Brussels - Anderlecht, Rue Bollinckx 43, registered under the number BE 0462.320.311.

1.2. Buyer: the company that purchases the Products and Services in the context of its professional activity.

1.3. Products: industrial lubricants, automatic and removable single and multi-point lubrication devices, accessories for devices and industrial lubricants (oils, greases).

Services: Analysis of the needs, implementation of a lubrication plan, follow-up of the procedures, installation of the apparatus, mechanical maintenance etc ....

1.4. GTC: the present general conditions of sale.

1.5. Offer: the document issued by the Seller and containing the financial and contractual conditions proposed by the Seller in response to the Buyer's request for an offer.

2. APPLICATION OF THE GSV

2.1. These General Terms and Conditions of Sale ("GTCS") are attached to Seller's Offer and apply to any order for Products or Services placed by Buyer with Seller. These GSC shall prevail over Buyer's general or special terms and conditions notwithstanding any stipulation to the contrary in the latter. Insofar as they have been brought to Buyer's attention once, the GTC shall be applicable to any subsequent order by Buyer even if they have not been attached to the Offers subsequent to the first order.

2.2. By accepting the Seller's Offer, the Buyer acknowledges having read these GTC and accepts them in their entirety.

3. ORDERING PROCEDURE

3.1 The Seller's Offers are valid for one month from the date of their transmission to the Buyer. The Seller reserves the right to modify the terms of the Offer as long as it has not been accepted by the Buyer.

3.2 An order shall not be considered firm and final unless expressly confirmed by Seller. The Seller's agents or representatives do not have any power of representation. The sales they negotiate shall therefore only become firm upon confirmation of the order by the Seller.

3.3 Orders for Products may be subject to minimum quantity restrictions or conditions. Deliveries shall be made subject to the availability of the Product concerned on site. Seller's obligations in connection with the order are obligations of means.

4. DELIVERY OF PRODUCTS

4.1 Unless otherwise expressly agreed by the Seller, deliveries shall be made to the Seller's premises at the address indicated in the order confirmation.

If deliveries are made to Buyer's premises, Buyer shall be responsible for unloading the Products into the packaging and containers. If delivery is made by means of a hose, it is subject to the following conditions:

  • it may only be made to a bulk receiving facility that has been evaluated and approved in advance by Seller;
  • delivery must be made in accordance with health, safety and environmental requirements and regulations;
  • delivery shall be deemed to have occurred and been accepted after the product has passed the end of the delivery pipe.

Seller reserves the right to suspend or refuse delivery if the safety guarantees for delivery to Buyer are not met.

4.2 Delivery times are indicative. The Seller shall endeavour to deliver the Products ordered within the time limits specified in the order, without however entering into any obligation of result in this respect. The Seller shall only be liable if the delay is significant and attributable to gross negligence on its part.

The Seller undertakes to notify the Buyer of the possibility of a delay.

4.3 Delays in delivery shall in no event give rise to the application of penalties for delay.

4.4 Risk passes to Buyer upon delivery of the Products. Ownership of the Products shall pass at the last moment as follows

  • when the risk is transferred to the Buyer ;
  • when the Buyer has paid in full the amounts due for the deliveries of Products made.

4.5 The Buyer shall have the following obligations until the transfer of ownership of the Products:

  • To keep the Products as a custodian of the Seller without any consideration ;
  • To store the Products separately from the products of other suppliers and in such a way that they are clearly identifiable
  • To insure them against all risks at their purchase value and to store them in a proper manner.

In the event of mixing with other products, the Products shall be deemed to belong partly to Seller and partly to Buyer in proportion to the respective quantities mixed.

5. PRICE, INVOICING AND PAYMENT

5.1 The contract price is the price determined in the Offer or resulting from the price calculation formulas stipulated therein. This price is subject to revision or indexation under the conditions stipulated in the Offer. The price is net (excluding applicable taxes and levies).

Additional charges may be levied against Buyer if delivery could not be made through Buyer's fault or was refused by Buyer.

5.2 Seller's invoices are payable in full within 30 calendar days of the invoice date. They shall be denominated and payable in Euros.

There shall be no set-off against any claims that Buyer may have against Seller.

5.3. Any complaint concerning the invoice must be addressed to the Seller within 7 calendar days of the date of the invoice. If no complaint is made within this period, the invoice shall be deemed irrevocably accepted.

5.4. Any invoice not paid on its due date shall automatically and without notice of default give rise to the application of interest on arrears at the rate applicable under the law of 02.08.2002 relating to the fight against late payment in commercial transactions, as well as a flat-rate compensation of 15% of the unpaid amount (including VAT), which compensation may not, however, exceed 10% of the total amount of the order.

6. APPROVAL OF PRODUCTS - GUARANTEES

6.1 The Seller guarantees the conformity of the Products with the specifications of the order. Any other warranty regarding quality, warranty in relation to a specific use and other conditions is excluded to the extent permitted by law.

Any defects in quantity must be notified to Seller within a maximum of 15 calendar days from the date of delivery and indicated on the delivery note.

The Buyer having noticed a defect in the quality of the Products or a lack of conformity with the specifications of the order, is required to inform the Seller without delay by transmitting to the Seller a sample of the Product considered defective. No claim will be accepted if these conditions are not met. Buyer shall allow Seller to conduct its own tests and verifications and, if required, shall give Seller access to the operating records of the machinery or equipment involved.

If the defect is found, Seller shall replace the defective Products at its own expense.

6.2 Unless otherwise agreed between Seller and Buyer, the costs of approval of the Products, such as, but not limited to, testing, verification, mechanical testing, etc., as well as the costs of third parties performing the verification, shall be borne by Buyer.

6.3 The warranty period of the Products is limited to 24 months from the date of delivery.

7. RESPONSIBILITIES

7.1 Seller's liability is limited to direct damages resulting from its gross negligence, fraud or deceit. In no event shall Seller be liable for the following damages:

  • loss, damage or injury caused by a danger inherent in the nature of the Products
  • loss of profit, anticipated profit, market or goodwill, loss of time or operations, costs of replacement of machinery or equipment, losses due to reduced operational use of machinery and equipment
  • consequential loss or damage, including claims and damages suffered by third parties.

7.2 Seller's liability shall in no event exceed the price of the relevant order.

8. SERVICES

8.1 The Services are provided on the basis of an annual or multi-year contract or on an ad hoc basis and in accordance with the terms and conditions set out in the said contract and the GTC.

8.2. The Seller does not undertake any obligation of result in the provision of the Services. Its services are limited to obligations of means.

9. CONFIDENTIALITY

9.1 The parties undertake to keep strictly confidential the information exchanged within the framework of their contractual relations and not to reveal it to third parties without the prior written consent of the other party.

9.2 Information that has become public knowledge or information that is lawfully held or acquired from third parties without breach of any obligation of confidentiality shall not be considered confidential under Article 9.1.

10. CANCELLATION

Seller shall have the right at any time to terminate any order without liability to Buyer and without prejudice to any compensation that may be claimed from Buyer in the following cases: (i) Buyer fails to perform any of its obligations under the order and the GTC, such as, without limitation, payment of invoices when due without remedying such failure within ten (10) business days of receipt of a formal notice from Seller; (ii) in the event of Buyer's insolvency, receivership or collective proceedings; (iii) an event falling within the scope of force majeure, as defined in Article 12 below, it being understood that force majeure shall not give rise to any claim for damages.

11. FORCE MAJEURE

11.1 The Parties shall not be held liable for any delay or failure in the performance of their contractual obligations where such delay or failure results from any event or circumstance that is unforeseeable, irresistible and beyond the control of the party affected.

11.2 A case of force majeure has the effect of making the performance of all or part of the obligations temporarily or permanently impossible.

11.3 The party affected by a case of force majeure shall inform the other party within eight (8) calendar days of becoming aware of the event. It shall describe the event in detail and inform the other party of any relevant information that would allow its precise identification and the determination of its effects on the performance of the contractual obligations. The party who invoked the force majeure shall at the same time inform the other party of its termination within the same time limits mentioned above.

11.4 Any party that fails to inform the other party in the manner described in the preceding paragraph shall be excluded from the right to invoke force majeure.

11.5 The obligations of the party invoking force majeure shall be suspended for as long as their performance is rendered impossible by force majeure. Nevertheless, the party invoking force majeure shall, as far as possible, limit the impact of the force majeure on its contractual obligations.

11.6 The occurrence of force majeure shall not, however, relieve the party invoking it of liability for negligence or failure to remedy, eliminate or mitigate the cause in a reasonable and adequate manner.

11.7 Force majeure shall not give rise to any claims for damages. Only the part of the order executed before the occurrence of the force majeure event shall be due to the Seller. Any amount paid in advance shall be refunded to Buyer.

12. APPLICABLE LAW AND JURISDICTION

12.1 The GTC and the agreements or orders to which they apply are governed exclusively by Belgian law, to the exclusion of the Vienna Convention on the International Sale of Goods.

12.2 Any dispute relating to the formation, performance or interpretation of the GTC, the agreements or orders to which they apply, shall be subject to the exclusive jurisdiction of the courts of the Seller's registered office.

Last update: 25 November 2022.