Art. 1. Scope
These terms and conditions apply to all our offers, deliveries and agreements of and with Cheops Technology NV, as well as the performance thereof. The buyer is deemed to have accepted these terms and conditions following the mere fact of the decision or commission, unless these provisions are deviated from by written agreement.
These current general terms and conditions have preference over all provisions to the contrary in the buyer’s documents.
Art. 2. Offers
Every offer or proposal of Cheops Technology NV, unless explicitly confirmed in writing after signing by an authorised representative, is without obligation.
Verbal undertakings of Cheops Technology NV are not binding, unless confirmed in writing by the authorised representatives.
The images, specifications and technical information specified by Cheops Technology NV are only informative and do not commit Cheops Technology NV. Prices do not comprise installation, nor training, transport and administrative costs or Small Order Fees, unless explicitly agreed otherwise.
Art. 3. Conclusion of the agreement
The agreement shall only be deemed to have been concluded as soon as Cheops Technology NV has accepted the order form, which can be done tacitly. Any supplementary agreements or amendments made at a later date are only valid as soon as Cheops Technology NV has confirmed them in writing.
Representatives and agents do not have any authority to commit the company: Cheops Technology NV is entitled not to accept orders entered by representatives and/or agents.
Art. 4. Prices
Our goods will be charged at the prices applicable on the date of delivery except when orders and contracts were concluded at fixed and non-revisable prices.
The prices specified on the quote are exclusive of packaging costs, Small Order Fee, VAT, harbour dues, administrative, transport and possible customs fees.
Art. 5. Cancellation
The whole or partial cancellation of an order by the buyer is only possible with Cheops Technology NV’s consent subject to damages for the disadvantage arising for Cheops Technology NV, a disadvantage which according to explicit agreement is estimated at 30% based on the total price specified on the order form, to be increased with the lost profit following the agreed quantity discount, unless Cheops Technology NV gives preference to the forced execution without prejudice to demanding possible damages.
Orders need to be taken up on availability thereof, unless another delivery period was agreed in writing. If not Cheops Technology NV is entitled to damages or forced execution in accordance with the provisions in the previous paragraph.
Art. 6. Delivery
Every delivery must be considered as a separate transaction.
Possible promotions which may apply to a delivery have no effect on preceding or future deliveries, even if these deliveries were in pursuance of the same agreement. Urgent deliveries are always at the expense of the buyer.
All our deliveries are carried out at the recipient’s risk, even if the goods travel post-paid.
Art. 7. Delivery period
In principle, the delivery is on the scheduled delivery date without Cheops Technology NV being able to offer any guarantees regarding this date.
This delivery date is merely an indication and is based on information provided by the supplier:
- following the buyer’s agreement with all terms and conditions of sale;
- following acceptance of the order form by Cheops Technology NV;
- following payment of the possible advance.
A delay or incident cannot give rise to any deduction, or claiming damages, nor be a reason for a breach of contract. Delivery and installation times are solely indicative.
Cheops Technology NV is discharged from its obligations in case of force majeure. Any event which constitutes an insurmountable obstacle for the normal execution of the agreement shall be considered as force majeure.
Art. 8. Risk and transfer of ownership
As soon as the sold goods leave the warehouses the risk is transferred entirely to the buyer, who from then on will be responsible for all visible and invisible defects and all direct or indirect damage to or caused by these goods.
The transfer of ownership of the sold properties to the buyer only takes place following full payment of all the debts arising from the transaction with the buyer.
Art. 9. Complaints
The correctness of the delivery or service must be checked on receipt by the buyer, who immediately following the delivery needs to verify, among others, whether the quality and quantity correspond with his requirements and the information on the shipment note or bill of delivery.
A complaint, relating both to the content and the quantity of the delivered goods and services, can only be taken into consideration if the error or mistake to which it refers is immediately specified on the delivery bill, performance sheet or statement of work and is notified at the latest within 5 days upon receipt of the goods or services by registered letter to the registered office of Cheops Technology NV. However, complaints regarding the goods in no way whatsoever discharge the buyer from the following payment obligations.
The guarantee for any hidden defects of goods is restricted to the replacement or repair of the faulty merchandise as guaranteed by the manufacturer. Additional damages, costs or interest cannot be claimed.
Art. 10. Guarantee of the goods and services
All goods delivered by Cheops Technology NV are covered by the guarantee provided by the manufacturer. During this period the goods, in case of non-operation, can be exchanged in accordance with the manufacturer’s conditions. These goods need to be returned by the buyer according to the manufacturer’s conditions, in the original packaging. If it appears the goods are not defect following the manufacturer’s inspection, a manipulation and administrative charge of 100 € is owed. Cheops Technology NV rejects any liability for direct and indirect and tangible and intangible damage arising from a faulty operation of the performance or goods, as well as for accidents during or as a result of the installation.
Art. 11. Terms of payment
Cheops Technology NV’s invoices are payable in cash in Antwerp.
In the absence of payment on the laid down due date the entire price or the balance of the price and the additional costs is due and payable. Moreover,
the non-payment on the due date implies fixed damages to the amount of 15% of the principal amount, inclusive of VAT, of the due invoice, with a minimum of EUR 100 as well as the incurred legal and collection charges to Cheops Technology NV.
In case of non-payment of an invoice on the due date, by operation of law, and without requiring a notice of default, a delayed interest of 1% a month shall be payable from the due date. The non–payment on the due date of one single invoice makes the owed balance of all the other invoices, even of the invoices that are not yet due, immediately due and payable by operation of law.
Art. 12. Applicable law and competent courts
The relations between Cheops Technology NV and the contracting partners are subjected to Belgian law.
Disputes regarding the execution or the interpretation of the transactions fall under the exclusive jurisdiction of the courts of Antwerp.
Art. 13. Validity
The possible invalidity of one of these provisions does not impair the validity of the other provisions.