GENERAL CONDITIONS OF SALE RECOINT SISTEMAS INTEGRALES, S.L.
1- BINDING FORCE OF THESE GENERAL CONDITIONS OF SALE.
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The present general conditions of RECOINT SISTEMAS INTEGRALES, S.L. are the only ones that apply in the contractual relations between RECOINT SISTEMAS INTEGRALES, S.L. and the customer (hereinafter referred to as "the buyer") unless otherwise agreed expressly and in writing. The Buyer expressly and unconditionally acknowledges that it renounces to its own general or particular conditions. In case of contradiction between the present general conditions and the particular conditions of RECOINT SISTEMAS INTEGRALES, S.L., as mentioned in the contractual documents, priority will be given to the general conditions of RECOINT SISTEMAS INTEGRALES, S.L. In case of contradiction between, on the one hand, the particular conditions of RECOINT SISTEMAS INTEGRALES, S.L., as mentioned in the offer, and, on the other hand, the particular conditions of RECOINT SISTEMAS INTEGRALES, S.L., as mentioned in the contract documents, priority will be given to the general conditions of RECOINT SISTEMAS INTEGRALES, S.L., mentioned in the offer and/or the order confirmation and, on the other hand, the provisions mentioned in the delivery note, the latter shall be deemed to be the subject of the agreement between the parties. The total or partial nullity and/or unenforceability of one or more provisions of these conditions shall not affect the validity of the other provisions.
2- SCOPE OF APPLICATION
These general conditions are applicable to the sale by RECOINT SISTEMAS INTE- GRALES, S.L. of all products and services belonging to the range of products marketed and services provided by RECOINT SISTEMAS INTE- GRALES, S.L..
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3- GENERALITIES
SUPPLY includes only the elements specified in the offer of RECOINT SISTEMAS INTE- TEGRALES, S.L.. The offer of RECOINT SISTEMAS INTEGRALES, S.L. will be valid for one month from its issue, unless otherwise specified in the offer. The prices and information relating to the OFFER appearing in the catalogues, brochures and price lists are only given as an indication, RECOINT SISTEMAS INTEGRALES, S.L.reserves the right to modify, without prior notice, the characteristics and equipment of its products without this giving rise to any claim or price reduction.
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4- OBLIGATIONS CONTRACTED BY THE AGENTS AND EMPLOYEES OF SA VER- VENNE ET VAN BELLE
The obligations contracted by the agents and employees of RECOINT SISTEMAS INTEGRALES, S.L., whatever they are, will only be binding for RECOINT SISTEMAS INTEGRALES, S.L. if the latter has ratified them by means of an order confirmation or has fulfilled them. The execution by RECOINT SISTEMAS INTEGRALES, S.L. of the obligations, on the one hand, and the acceptance by the Buyer of this execution by RECOINT SISTEMAS INTEGRALES, S.L., on the other hand, make suppose that the Buyer requested this execution to RECOINT SISTEMAS INTEGRALES, S.L..
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5- OBJECT OF THE CONTRACT
The object of the contract is determined by the offer and/or the order confirmation and/or the delivery note of SA VERVENNE ET VAN BELLE. The offers and order confirmations of SA VERVENNE ET VAN BELLE are valid only for the characteristics described therein. The characteristics appearing in the specifications, plans or other documents to which SA VERVENNE ET VAN BELLE does not expressly refer shall not be binding on it, without prejudice to the right of RECOINT SISTEMAS INTEGRALES, S.L. to invoke the application of these conditions. In the event of contradiction between the provisions of the offer and those of the order confirmation, the provisions of the order confirmation shall be deemed to be the subject of the contract. In the event of contradiction between the provisions of the order confirmation and those of the delivery note, it shall be deemed irrefutable that the Buyer, upon receipt of the order confirmation, has orally requested a change in the quantity and/or quality of the product ordered. The product ordered shall then be deemed to correspond to the items on the delivery note. By signing the delivery note, the Buyer expressly acknowledges that he has ordered what is mentioned on this delivery note.
Any order cancellation by the Buyer must be notified to RECOINT SISTEMAS INTEGRALES, S.L. exclusively by registered letter or by e-mail at least 15 days before the delivery date.
Any cancellation entails as of right and without prior notice the obligation of payment by the Buyer to RECOINT SISTEMAS INTEGRALES, S.L. of a global and non-reducible compensation of 10% of the value of the cancelled delivery.
6- PRICES AND PAYMENT CONDITIONS
Unless otherwise agreed in writing, prices are quoted HTVA and without discount, discount or deduction and do not include the cost of transport of the SUPPLY to the destination indicated by the Purchaser. For invoices of €12.50 and less, a sum of €2.50 will be charged as a share of the administrative costs. Invoices for troubleshooting and removal of goods are payable on account, unless otherwise agreed between the two parties. All other invoices are payable within 30 days of the invoice date.
7- RESERVATION OF OWNERSHIP
RECOINT SISTEMAS INTEGRALES, S.L. reserves the ownership of the SUPPLY sold until full and effective payment of the principal, interest and expenses. If the invoice is not settled within the agreed period, RECOINT SISTEMAS INTEGRALES, S.L. may resume the SUPPLY and, if necessary, terminate the contract. Any advance payments already made shall be acquired in exchange for the use of the goods from which the Purchaser has benefited. However, the burden of any risks that the SUPPLY may incur shall be transferred to the Buyer at the time of delivery. Until full collection, the SUPPLY may not be resold or transferred without the prior consent of RECOINT SISTEMAS INTEGRALES, S.L. and by means of an assignment as a guarantee of the claims arising from the resale of said SUPPLY. The Buyer is obliged to inform RECOINT SISTEMAS INTEGRALES, S.L. as soon as possible in case of seizure, requisition, confiscation or any other measure carried out by third parties on the SUPPLY that may jeopardise the property rights of RECOINT SISTEMAS INTEGRALES, S.L.
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8- DELIVERY PERIOD
Unless otherwise stipulated, the delivery period shall be indicative. A delay in delivery cannot in any case justify the cancellation of the order.RECOINT SISTEMAS INTEGRALES, S.L. is in any case released from its commitment to deliver within the agreed deadline if the payment conditions of previous deliveries have not been respected by the buyer or in the presence of a fortuitous event or force majeure or any other event beyond the control of RECOINT SISTEMAS INTEGRALES, S.L.,such as: strike, epidemic, state of war, requisition, fire, flood, tool accident, loss of important parts during manufacture, disturbances in transport or information networks, interruption in the supply of raw materials or energy sources and, in general, any cause that implies a total or partial cessation of the activity of RECOINT SISTEMAS INTEGRALES, S.L. or of any of its suppliers, subcontractors or transporters. RECOINT SISTEMAS INTEGRALES, S.L. will notify the Buyer in due time of the occurrence of any of the aforementioned events, who will not be able to claim the modification of the payment conditions, the cancellation of his order or the payment of compensation or penalties.
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9- LATE OR NON-PAYMENT
Any invoice not paid on the due date shall be automatically increased by a flat-rate indemnity of 10% and interest of 10% per year from the day following the due date mentioned on the invoice until payment in full. Failure to pay shall give rise to the immediate claim for all sums due for the order in question, whether or not they are due and payable, and to the suspension of all outstanding orders, without prejudice to any other course of action.
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10- CLAIMS
All claims by the Purchaser relating to invoices issued by RECOINT SIS- TEMAS INTEGRALES, S.L. and/or related to the SUPPLY must: in order to be valid, be made by registered mail with acknowledgement of receipt addressed to RECOINT SISTEMAS INTE- GRALES, S.L. within 8 calendar days of receipt of the invoice/SUPPLY.
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11- WARRANTY
The SUPPLY is guaranteed against any lack of conformity or hidden defect within the limits specified below:1. Plumbing equipment (columns, taps, counter and cellar equipment): 12 months guarantee from delivery, it being understood that after 6 months, travel expenses are not included in the guarantee in the event of replacement by the customer. 2. Refrigeration equipment: 2-year warranty covering parts, travel expenses, gas circuit, thermostat, fan, condenser, compressor and other defects. Door seals are covered for 12 months, except in case of improper handling or lack of maintenance.The Purchaser shall maintain the refrigeration appliance at his own expense as a good householder, in accordance with the instruction manual supplied with the appliance. Likewise, the Purchaser undertakes not to make any modifications or additions to the SUPPLY without prior written authorisation from RECOINT SISTEMAS INTEGRALES, S.L..
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The following are expressly not covered by the warranty: cleaning of the condenser, replacement of a lamp, adjustment of the thermostat and clogged discharge of condensation water. The warranty is excluded in case of defect due to lack of maintenance or supervision, improper use or negligence of the Buyer, in case of defect related to external factors (force majeure, unlawful acts of the Buyer or a third party), in case of defect related to normal wear and tear of the thing and in case of modification of the SUPPLY without the express agreement of RECOINT SISTEMAS INTEGRALES, S.L.
The absence or damage of the traceability label will automatically lead to the exclusion of the guarantee.
12- TAXES
All duties, taxes and levies of any kind, regardless of the time at which these duties, taxes or levies have arisen, are exclusively payable by the Purchaser when they relate to the execution of the contract.
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13- LIABILITY
The responsibility of RECOINT SISTEMAS INTEGRALES, S.L. will be strictly limited to the obligations stipulated in the present General Conditions and, in any case, to direct and foreseeable material damages, which are limited to the amount necessary for the refurbishment of the SUPPLY. If the refurbishment of the SUPPLY is impossible, the intervention of RECOINT SISTEMAS INTEGRALES, S.L. will be limited to 50% of the purchase price during the first year after purchase, 25% of the purchase price between the first and second year and 10% between the second and third year. After the third year, no intervention is required. With the exclusion of the serious fault of RECOINT SISTEMAS INTEGRALES, S.L. and the reparation of bodily damages, RECOINT SISTEMAS INTEGRALES, S.L. will not be obliged to any other indemnity. The responsibility of RECOINT SISTEMAS INTEGRALES, S.L. cannot in any case be sought by the Purchaser to repair immaterial damages, consequential or not, as a consequence of the SUPPLY, such as loss of profit, loss of exploitation and/or information, commercial damage, etc. Any contrary provision agreed by the Purchaser with any third party purchaser or user of the SUPPLY shall be inapplicable to RECOINT SISTEMAS INTEGRALES, S.L. This limitation of liability constitutes an essential and determining condition of RECOINT SISTEMAS INTEGRALES, S.L.'s commitment.
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14- APPLICABLE LEGISLATION - JURISDICTION
All sales and SUPPLY service contracts concluded by RE- COINT SISTEMAS INTEGRALES, S.L. are subject to Belgian law. Any dispute that cannot be settled amicably shall be brought before the Courts of Brussels and, where appropriate, before the Justice of the Peace of the second canton of Brussels.
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15- NETTING
RECOINT SISTEMAS INTEGRALES, S.L. regardless of the denomination or brand under which it acts, is authorized to compensate the amounts owed by it to the Buyer within the framework of the execution of its contractual relations with the amounts owed or to be paid by the Buyer to RECOINT SISTEMAS INTEGRALES, S.L., and/or to S RECOINT SISTEMAS INTEGRALES, S.L. even in case of request or opening of any insolvency procedure.
This clause constitutes a netting agreement within the meaning of the Financial Security Interests Act of 15 December 2004, which contains various tax provisions on security interest agreements and loans on financial instruments.
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16- CLOSURE
In case of request or opening of any insolvency procedure, all the amounts owed by the Buyer to RECOINT SISTEMAS INTEGRALES, S.L. (independently of the denomination or brand under which it acts) and/or RECOINT SISTEMAS INTEGRALES, S.L., will be directly demandable independently of the agreed conditions, and may be compensated in accordance with article 15 of the present general conditions.
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