General Terms and Conditions Progimpex
Article 1: Applicability
1.1 Unless explicitly agreed otherwise in writing, these general terms and conditions apply to all offers based on and agreements concluded with PROGIMPEX. By placing an order and / or signing any contract whatsoever, the customer acknowledges the applicability of these general terms and conditions. The customer expressly agrees to our terms and conditions, to the exclusion of all others, and explicitly declines to rely on his. Any clause that is in conflict with these general terms and conditions will not be accepted by us. 1.2 A course of action contrary to the current general terms and conditions, even occurring several times, does not entitle the customer to invoke this and is not an acquired right on his part. 1.3 The possible nullity of one of the present provisions does not entail the nullity of the other provisions.
Article 2: Establishment of agreements
2.1 Unless explicitly stated otherwise, the offers issued by PROGIMPEX are binding for a period of 30 days after the date of the offer. All agreements are deemed to have been concluded at the registered office of PROGIMPEX. 2.2 All orders are irrevocable. The full or partial cancellation by the customer of an order, without prejudice to PROGIMPEX's right to claim the entire execution of the order, gives rise to payment of a fixed compensation of 30% on the total price or the part that has not been purchased, respectively. and more if there is reason to do so. 2.3 Prototypes. Each prototype or any modification to the prototype is invoiced separately and paid in full in advance. The customer may have the prototype modified up to five times. The approval of the prototype is a condition precedent for the entry into force of the agreement. In case of approval of the prototype, the costs for (the modifications to) the prototype for 50 % will be deducted from the final order, with the exception of the transport costs, which are fully borne by the customer. In the absence of approval, the prototypes will be returned to PROGIMPEX on first request.
Article 3: Delivery and term of delivery
3.1 Unless otherwise agreed in writing, the stated delivery times are purely indicative and the exceeding thereof does not give rise to compensation by PROGIMPEX. 3.2. The ordered goods are delivered ex works in the warehouse of PROGIMPEX and must be collected by the customer within eight days of notification of arrival, failing which PROGIMPEX reserves the right to charge storage costs by operation of law and without notice of default. 3.3 Partial deliveries are permitted and can already give rise to invoicing.
Article 4: Price
4.1 All prices and rates are net, ex warehouse, including normal packaging, excluding any, direct or indirect, current or future, tax, VAT, levy, tax, duty, cost, fine, fee for reprography, authors, publishers, or other, including all exchange rate risks, are always borne by the customer, who the customer declares in an irrevocable and special manner to bear and, if necessary, to indemnify PROGIMPEX. 4.2. Each order to Progimpex, for the design, illustration of a particular good or for making a prototype of a particular good is subject to payment of the costs by the customer, unless the customer places an order for the good to be designed within the unanimous minimum order quantity. The costs for the shipment of the designed prototypes are always at the expense of the customer, regardless of an order within the minimum agreed order quantity.
Article 5: Payment
5.1 Unless otherwise agreed in writing, the payment methods are as follows: 50% for final order, 40% for shipment from the Far East and 10% for delivery to the customer. Invoices are payable at the registered office of PROGIMPEX. 5.2 The invoices are deemed to have been definitively accepted in the absence of a registered protest letter within 8 days of the invoice date. 5.3 In the event of late payment, the amount will be increased by operation of law and without any prior notice of default:
- with a lump sum indemnity of 12 % on the principal amount;
- as well as default interest with 1% per month, whereby part of a month counts as a whole month, until the day of full payment.
PROGIMPEX is also entitled to reimbursement of court costs and to compensation of all relevant recovery costs.
Any payment received by PROGIMPEX will first be charged on the accrued interest and damages, then on the principal sum of the first due invoice.
5.4 In the event of late payment of an invoice, all other outstanding claims against the customer will become due and payable by operation of law and without prior notice of default. 5.5 In the event that the customer's solvency is called into question, such as, for example, non-payment or late payment of the invoices, the seller has the right to impose a prior payment or to request security for the deliveries still to be made. failure of which PROGIMPEX is entitled to immediately unilaterally dissolve the agreement at the expense of the customer with payment of compensation of 30 % on the total price or more if there is reason to do so. PROGIMPEX also reserves the right to suspend the execution of all current orders, without prior notice of default and without compensation.
Article 6: Retention of title
The customer irrevocably and in a special way accepts and acknowledges that the delivered goods remain the property of PROGIMPEX until the purchase price in principal and accessories has been paid in full. Until then, the customer is not entitled, under penalty of liability, to pledge or transfer the goods to third parties and must oppose any seizure and notify PROGIMPEX thereof immediately.
Article 7: Liability
7.1 Visible defects must be protested to PROGIMPEX by registered letter within 8 days after receipt of the goods by the customer, under penalty of forfeiture of the claim. 7.2 The customer accepts minor differences between the order (based on the proofs, samples, models and / or demonstrated goods) and the actual delivery, so that the above-mentioned elements are given as an indication only. Pantone colors are performed according to best practice, but the result is always approximate and depends on the wearer. The customer accepts differences between the ordered colors and also in terms of materials and overprint. This also applies to the quantities delivered for which, unless stated otherwise in the order confirmation, a margin of 5% more or less is accepted, even if this results in a higher or lower price. Our customer expressly waives any legal claim with regard to these elements. 7.3 In all cases, the liability of PROGIMPEX towards the customer is limited to [20%] of the total purchase price, excluding all costs (transport,…) and all taxes (VAT, customs,…) of whatever nature.
Article 8: Intellectual rights - property right
8.1 The intellectual and / or industrial rights to works, models, drawings or other material made by order of the customer and by PROGIMPEX remain with PROGIMPEX, unless otherwise agreed in writing. 8.2 Insofar as the work is supplied by the customer to PROGIMPEX for further exploitation, this customer declares to have the necessary intellectual and / or industrial rights to make use of it or have it used. The customer will fully indemnify PROGIMPEX against any claim in this regard from a third party. 8.3 Unless explicitly prohibited by the customer, PROGIMPEX is allowed to mention the delivered products as a reference and to depict them in its publicity.
Article 9: Force majeure
Cases of force majeure, and for whatever reasons, all malfunctions and obstacles in the company and in the deliveries, all unforeseen events at PROGIMPEX or at the companies where we obtain our goods, all transport obstacles or delays, and the non-delivery of the goods by suppliers, strikes, lockouts, export or import bans or restrictions, fire or accidents, mobilization, war or disturbances or legal provisions, give us the right to partially and definitively or temporarily cancel or suspend our delivery and performance obligations, without PROGIMPEX being liable can be held responsible for the damage caused by this.
Article 10: Applicable law and competent court
10.1 The entire customer relationship with PROGIMPEX is in all its aspects and for all transactions subject to Belgian law, with the exclusion of the Vienna Sales Convention. 10.2 In the event of a dispute, only the courts of the judicial district of Brussels, where applicable the Peace Court of the second canton, have jurisdiction. However, PROGIMPEX reserves the right to initiate the claim before another competent court