General terms of sales
GENERAL TERMS AND CONDITIONS OF SALE
Unless otherwise stipulated in writing in the special terms and conditions provided to the buyer, the clauses below are strictly applicable to all transactions concluded between Les Carrières de la Pierre Bleue Belge SA (“the seller”) and the customer (“the buyer”).
1. Our offers are only valid if accepted in writing within one calendar month (date of the offer to the eve of the same day the following month) or within the option period specified in the special terms and conditions.
2. No work or supplies shall be accepted on our behalf without our written permission. Orders placed with our representatives shall be considered final only after written confirmation by the management of our establishment, hereinafter referred to as the seller.
3. Telephone communications as well as all oral communications must always be confirmed in writing (e-mail or regular mail). Otherwise, the seller reserves the right to consider them null and void.
4. Any offer made by the seller shall be valid only if the documents submitted with the order are consistent in all respects (form, dimensions and quantities of stones) with the documents used for the price quotation. The seller reserves the right to revise and/or modify the prices up to the time of shipment due to any external changes that may affect the various factors that make up the cost price.
5. The lengths, areas or cubes indicated in the offers and order confirmations are provided for information purposes and are as accurate as possible, but do not imply a firm and final commitment on the part of the seller.
6. Complete plans, drawings, sketches, execution sizes, slips, models and, generally, all the documents necessary for the proper fabrication of the stones shall be provided by the buyer to the seller at no cost to the seller and in due time for execution. In the execution of the drawings, the stones must keep at least the dimensions provided for in the estimates and slips; in particular the tails of the stones may not be reduced.
7. Even when the prices are established for shipment by rail, road or ship to destination, the verification of the merchandise in all respects must be performed in our establishment before shipment. The buyer is obliged to enquire about the dates of shipment, in order to carry out the checks it deems necessary in good time. If this verification is not carried out, the goods shall be considered as definitively approved, ruling out any claims of any kind. Claims for device errors shall be admissible only on the express condition that they have been made formally and in writing before the actual laying of the stones.
8. Where, by special written derogation, approval is to be given on the site of the works, implementation by the Contractor shall constitute final and irrevocable approval. In this case, article 11 c) of these general terms and conditions shall apply.
9. The seller shall not be liable for any defects in blocks, slabs, etc. that are encountered during the manufacturing process by the buyer. In case of hidden defects in the material, the seller’s warranty shall be limited to the replacement of the supplies. The seller shall never be liable for any defects whatsoever in the material that has been laid on underfloor heating.
10. When the stones are sold and accepted loaded on departure trucks, they shall travel at the buyer’s expense, risk and peril. No claim for loss, routing, damage, misrepresentation or misdirection shall be accepted, notwithstanding the exclusion of liability clauses of the carriers.
11. When the offer mentions “by road to destination”, the place of destination must be accessible by road for the entire journey. Unloading shall be carried out by the customer, within a period of time stipulated in the special terms and conditions, any additional time being charged to the customer. In this case:
a) any increase in the price of transport may be added to the agreed price;
b) any request for transport of an incomplete load may give rise to a transport surcharge;
c) the buyer is obliged to check the good condition of the goods before loading. In the event of damage, loss, breakage, false declaration, or error of destination, it shall immediately notify the seller and the carrier, who may, if necessary, demand an inspection before unloading the goods.
12. Any demurrage of the transport equipment, both on arrival and on departure, shall in any case to be borne by the buyer.
13. Difficulties with customs shall be discussed, settled and suffered by the buyer.
14. Any notifications about freight rates and customs duties are given for information purposes only without warranty. On no account shall they be taken as an obligation to provide the means of transport at the prices indicated.
15. The deadlines agreed between the seller and the buyer for the delivery or removal of the stones are given for information purposes only. The seller undertakes to make every endeavour to meet the indicated deadlines but is, in any case, in no way liable in the event it exceeds such deadlines. Moreover, no deadline may give rise to the payment of interests on late payment, nor to damages unless expressly agreed between the buyer and the seller at the latest at the time of the confirmation of the order by the seller. In addition to the foregoing, the damage must be justifiable and must be ascertained by the buyer as soon as possible after the seller’s formal notice of default.
Supplies/deliveries shall take place as the work progresses as planned, in accordance with the written instructions which the buyer will give to the seller in due course, but taking into account the time required after the delivery of the execution documents for the preparation and manufacture of the stones.
16. All cases of force majeure occurring during the course of contractual execution shall in no way incur the liability of the seller. In particular, the following are considered as such: strikes, partial or total, lock-outs, lack of transport equipment, serious operating accidents, bad weather and, more generally, any element independent of the seller’s will likely to influence the delivery.
17. The goods must be collected within the deadline set by the seller in agreement with the buyer. The seller does not waive this right when, at the request of the buyer, it agrees to keep them on site beyond the initially agreed deadline, which shall always be at the buyer’s risk. In this case, the seller is at liberty to draw up invoices or demand a deposit and make payment due as if the goods were supplied, without prejudice to any compensation to be claimed for storage, rental of uncleared land, handling, etc.
18. In the event of acceptance by the seller of a refusal issued by the buyer of a stone, whether or not it has been laid, the seller’s intervention is strictly limited to the supply of the replacement stone from its establishment. In addition, the buyer shall lend without compensation its equipment, means of transport and personnel for the handling and reloading of the stones definitively refused or for those that can be reworked at its worksite. The seller shall always be granted the time normally and reasonably necessary for replacement.
MEASURING AND INVOICING
19. The measurement of cut stones and shaped borders shall be performed in accordance with the smallest rectangular parallelepiped necessary for the manufacture of the stones, including joints, to the minimum unit cube of ten cubic decimetres. Where one or more dimensions include millimetres, each stone shall be invoiced at the dimensions in centimetres immediately above. The cubes to be invoiced for each stone shall be rounded up to the upper cubic decimetre. The measurement of cut stones supplied per square metre shall be performed according to the smallest rectangle which circumscribes the stone facing, including the joints, to the minimum unit area of ten square decimetres. Where one or more dimensions include millimetres, each stone shall be invoiced at the dimensions in centimetres immediately above. The areas to be invoiced for each stone shall be rounded up to the nearest square decimetre. The minimum of ten square decimetres is not applicable to marble paving stones (10, 15, 20, 30 mm thick), except in special cases. When the measurement of borders is performed by running meter, the buttons shall be added to the length; convex or concave borders shall always be charged by linear meter on the longest curve at the special price agreed for them.
20. The buyer shall be responsible for the levelling or connection of the stones, the cutting of the joints, as well as the staple holes, shear holes, bolt holes, fastening grooves, even if these are indicated on the execution plan, etc. Sculptures, engravings, inscriptions, columns and polished stones will always be priced separately. Sculpting stones shall be supplied simply rough cut; polishing stones shall be supplied simply scoured.
21. Supplies in bonded packaging shall be invoiced and taken back at the bond price provided they are returned FREIGHT-FREE and in good condition to the quarry within one calendar month of the effective date of dispatch.
22. Complaints shall not be admissible unless made in writing within one month of the invoice date.
23. Errors in an invoice shall not be grounds for non-payment or non-acceptance.
a) All first orders shall be subject to payment before loading without discount.
b) All our invoices in arrears must be covered in advance by the seller’s credit insurer. Otherwise, our supplies are payable in cash.
c) On the occasion of any contract whatsoever, the seller reserves the right to demand, as soon as the contract is concluded, a proper assignment of a claim or any other guarantee ensuring the proper completion of the contract.
d) When the buyer’s credit deteriorates, the seller reserves the right, even after partial performance of the contract, to require the buyer to provide such guarantees as it deems appropriate for the proper performance of the commitments made. Refusal to comply entitles the seller to cancel all or part of the contract.
25. Supplies are payable at the seller’s registered office, 30 days net, without discount, from the invoice date, possibly by accepted bills of exchange, discountable at the buyer’s expense. The seller reserves the right to collect its invoices by direct debit.
26. Weighing tax, value added tax (VAT) and any other taxes and charges of any kind whatsoever, as well as any increase in taxes and charges on goods, transport, etc., shall be borne by the buyer even if the prices are established for the goods returned.
27. Only receipts duly signed by the legal representative or by the person who can bind the buyer shall be considered valid.
28. In the event of non-payment on the due date, the customer shall, by operation of law and without notice of default, be liable to pay interest of 1% per month.
Moreover, in the event of non-payment within a period expiring eight days after the sending of a summons to pay by registered mail, the customer shall be liable, by virtue of articles 1139, 1147 and 1152 of the Civil Code, for damages and interest fixed by agreement at 10% of the unpaid amount, with a minimum of €125, the whole subject to the repeatability of the costs and fees incurred by the seller in the event of a dispute and subject to the application of the law of 2 August 2002 on combating late payment in commercial transactions.
29. In the event of non-performance by the buyer of any of its obligations, and in particular in the event of non-payment of an instalment, for any reason whatsoever, the seller shall be entitled to suspend any execution or shipment and to immediately claim payment for all supplies made, as well as for stones manufactured or in manufacture and to resolve the contract, without any formal notice or judicial intervention, without prejudice to any damages and interest due to him.
30. In any case, payment for the supplies shall be made on the due date, notwithstanding any claims which the purchaser may have on account of late or defective performance; such claims shall not be enforceable against the request for payment for the supplies and shall be the subject of a separate complaint.
31. Cancellation of an order by the buyer obliges the latter to pay all costs incurred by the cancellation of the contract, to pay for any stones or work already executed at the time of such cancellation, and to pay for the normal loss of profit on the entire order. The amount of these costs, stones and work already carried out and loss of profit may be recovered from the buyer upon presentation of an invoice, regardless of the reasons invoked by the buyer to cancel the order.
RETENTION OF TITLE CLAUSE
32. The seller shall retain title of the goods and merchandise until full payment has been made. The risks shall be borne by the buyer. Deposits may be retained by the seller to cover any losses on resale. In the event of cancellation, resolution and/or termination of the sale attributable to the buyer, the deposits received shall remain the property of the seller.
ASSIGNMENT OF CLAIM
33. In the event of the resale of goods belonging to the seller, including processed goods, the buyer hereby assigns to the seller all claims arising from the resale and subrogates the seller to all its rights against third parties.
GENERAL DATA PROTECTION REGULATION
Any personal data concerning the buyer or resulting from the contractual relationship, as defined by the European Data Protection Regulation 2016/679, shall be processed in compliance with the latter. The seller’s policy on the processing of personal data is available via the following link.
34. In the event of a dispute, recourse to mediation is preferred. If this fails, the first party to act shall take the dispute before the courts.
35. The courts of the district in which the seller’s business or registered office is located, as well as those of the buyer’s registered office, shall have exclusive jurisdiction to rule on all disputes, including cases of summary proceedings and warranty claims, as well as all debt collection. Only the seller may choose the competent court.