1. SCOPE OF APPLICATION
Regardless of the manner in which the order was placed, and save in the case of express written agreement to the contrary, all ENTREMATIC BELGIUM sales, deliveries and services are entered into on the basis of the general terms and conditions set out below. Merely by negotiating, placing an order and/or entering into an agreement with ENTREMATIC BELGIUM, the client (being any natural person or legal entity who/which purchases products or services from ENTREMATIC BELGIUM) accepts these general terms and conditions. General or special terms and conditions other than those of ENTREMATIC BELGIUM are not applicable and are hereby expressly rejected.
Orders or contracts are only valid and must only be carried out if expressly accepted and confirmed by ENTREMATIC BELGIUM.
Incoterms 2020 will be followed. For FCA shipments, regardless of the place of delivery, the goods are in all cases transported at the risk of the addressee from the time they leave ENTREMATIC BELGIUM’s warehouses or the external hubs used on behalf of ENTREMATIC BELGIUM NV. In case of delays, missing goods, damage, etc. the addressee must exercise recourse as per the law against the carrier prior to collection.
The delivery deadlines or delivery dates are purely indicative and are given without any commitment. Under no circumstances does the client acquire a right to compensation if that deadline is exceeded for any reason. Nor shall the client have the right to cancel the agreement or order and/or refuse delivery of the goods and/or performance of services and/or payment.
In case of damage, missing goods or incorrect delivery, the addressee must reject the shipment or only accept it with reservations. Objections or disputes must be notified in writing within five calendar days of delivery or performance, accompanied by the original CMR, with a complete and specific description of the damage and supported by photographs of the aforesaid damage. Subject to the case of the written agreement of ENTREMATIC BELGIUM, no returns shall have any legal consequences for the client. Products which ENTREMATIC BELGIUM accepts are defective or unusable shall be replaced, in whole or in part, or shall be credited without the buyer being entitled to any reimbursement or compensation for any reason. In the absence of a written objection, the information on the delivery notes or dispatch advices is deemed to be correct. The existence of any complaints does not release the client from his/her/its obligation to pay all invoices on the due date.
6. FORCE MAJEURE
In case of force majeure, ENTREMATIC BELGIUM is entitled either to suspend delivery or performance of the contract until the circumstances that caused the force majeure no longer exist, or to terminate the as yet uncompleted contract and charge for products or services already delivered. Under no circumstances is the client entitled to any compensation.
7. RETENTION OF TITLE
All sales and deliveries are always made under the suspensory condition of payment in full. The delivered products remain the property of ENTREMATIC BELGIUM until the client has met all his/her/its obligations, including, inter alia, payment of the full sale price and related amounts (costs, VAT, fees due). Until such date and from the time of delivery the buyer is responsible for any damage the goods suffer or cause for any reason. In case of late payment, ENTREMATIC BELGIUM is entitled to take the delivered products back from the client at the latter’s risk and expense, even if these have already been installed, without recourse to the courts. If the client sells the products on before title has transferred, the client becomes a ENTREMATIC BELGIUM representative and all income from the further sale passes to ENTREMATIC BELGIUM.
8. INTELLECTUAL PROPERTY
ENTREMATIC BELGIUM expressly reserves all its intellectual property rights in the broadest sense of the word, including its patents, trademarks, trade names, copyrights, drawings, models and know-how. All intellectual property rights are and remain the sole property of ENTREMATIC BELGIUM. ENTREMATIC BELGIUM may at any time prohibit the use and/or depiction of its intellectual property rights.
9. PRICES AND PAYMENT
Prices, taxes, shipping costs, insurance and installation of the products and services of ENTREMATIC BELGIUM are indicated on the invoice. Fluctuations in currency exchange rates, import duties, insurance and freight rates and purchase prices may oblige ENTREMATIC BELGIUM to amend its prices. Our invoices are payable within 30 days of the invoice date, save if agreed otherwise at the time of order. Goods are invoiced on the day of delivery. The payment period begins on the invoice date. ENTREMATIC BELGIUM can suspend delivery of products or services until payment in full. If the invoice is not paid within the specified payment period, the invoice amount owed shall be increased by a contractually-agreed interest for late payment of 12% with a minimum of EUR 25 per invoice in favour of ENTREMATIC BELGIUM, automatically and without formal notice being required, by way of compensation for extra-judicial collection and administration costs. All this shall be in addition to and above all costs of a possible lawsuit and the associated proceedings, as well as all costs and fees of the solicitor we are obliged to engage for both extra-judicial and legal collection steps. If the invoice is not paid within the stated payment period, the balance of all other invoices, regardless of their due date and even if not yet due, shall automatically become payable in full, plus the aforementioned fees.
10. ADVANCES AND CREDITWORTHINESS
ENTREMATIC BELGIUM is entitled to request an advance before delivering a product or providing a service. Without prejudice to the right to ask for advances, ENTREMATIC BELGIUM can also require full guarantees or even payment in full if its confidence in the client’s creditworthiness is put in doubt, for example by the late payment of an invoice, by the refusal to accept a bill of exchange or by the protest of a bill, by asking for terms, by applying for composition, as a result of legal actions against the client and/or by any other apparent event. In all cases, ENTREMATIC BELGIUM equally has a right of retention over all goods that are the property of the client until payment in full is made.
11. APPLICABLE LAW AND COMPETENT COURT
These general terms and conditions are subject to Belgian law. Any dispute relating to the interpretation, implementation and dissolution of these terms and conditions that cannot be resolved amicably shall be settled by the courts and tribunals of Brussels. ENTREMATIC BELGIUM can, however, choose to bring legal actions before the court of the debtor’s domicile. The Vienna Sales Convention is not applicable.
12. CODE OF CONDUCT
The customer warrants that:
- he shall comply with the ASSA ABLOY Code of Conduct and all applicable laws and regulations, including anti-bribery, sanctions and export control laws;
- none of the customer or any of its officers or directors is owned or controlled by any person targeted under the sanctions or export controls of the United Nations, United States, European Union or any other relevant government;
- he will not engage in any business involving any such listed person;
- he will immediately inform ENTREMATIC BELGIUM of any breach of the foregoing when becoming aware.
Following any breach ENTREMATIC BELGIUM may terminate the relationship with the customer, without any liability.
13. ENTREMATIC ONLINE
Customers who use ENTREMATIC ONLINE will comply with following rules concerning the use of the software:
- Login-data are personal and not shared with other users;
- The customer will use the software in a correct way;
- The customer will notify Entrematic Belgium immediately when an employee is no longer working for him and his access to the Entrematic Online system needs to be blocked to avoid abuse.
- ENTREMATIC BELGIUM reserves the right to amend the content of ENTREMATIC ONLINE without prior approval of the customer;
- ENTREMATIC BELGIUM cannot be held responsible if ENTREMATIC ONLINE is unavailable at any time or for any period or if data are lost.
- ENTREMATIC BELGIUM will inform the customer if his order contains wrong data as a result of an error in ENTREMATIC ONLINE. The customer will be able to cancel his order or reconfirm with correct data, without any liability.
When placing an order in ENTREMATIC ONLINE, an automatic receipt acknowledgement will be sent by e-mail. No rights can be derived from this e-mail. Acceptance of the order will happen via a separate order confirmation.
SPECIAL TERMS AND CONDITIONS FOR DELIVERIES, INSTALLATIONS AND AFTER-SALE SERVICES IN BELGIUM
1. SCOPE OF APPLICATION
In addition to the above general terms and conditions, these special terms and conditions apply to all deliveries, installations and after-sale services relating to ENTREMATIC BELGIUM products or services in Belgium.
2. SUBJECT OF THE INSTALLATION
“Installation” is understood to mean: the assembly, positioning and/or securing of the elements in accordance with the plan provided by ENTREMATIC BELGIUM. ENTREMATIC BELGIUM may apply an additional charge for custom work and/or dismantling and removing the old door.
3. BEST PRACTICES AND RESPONSIBILITIES
ENTREMATIC BELGIUM insists that its products can be installed on a site which on the one hand corresponds entirely to the plan actually drawn up and on the other meets the usual technical requirements for good installation in relation to, inter alia, accessibility and utilities. If the site does not satisfy these conditions, all further operations are at the client’s own risk. In particular, ENTREMATIC BELGIUM and/or its installation partners reserve the right, albeit without being obliged to do so, to refuse or suspend all or part of the work until the conditions have been met. ENTREMATIC BELGIUM and/or its installation partners are in no way liable for any adverse effects and/or costs, not even if a product is installed without the aforesaid conditions having been met.
4. INSTALLATION DATE AND PRESENCE OF THE CLIENT
As with deliveries (see above), the installation date is approximate, not fixed. The client (or an authorised representative) must be present during installation, inter alia for access to the site and for any questions. On completion of the installation, the installer runs through the delivery report with the client and this report is signed by both parties. If the client fails to be present (or at least represented), the report is drawn up and signed by the installer. Such a report is considered sufficient proof of delivery and of the factual elements included in the report.
5. LIABILITY AND OBJECTION
If the delivered products are damaged or incomplete, or if a mistake is made, or in case of any other lack of conformity, the client is obliged to reject the products or only to accept them with written reservations. Any complaint relating to the delivered products must be sent to ENTREMATIC BELGIUM in writing within five working days of receipt, quoting the reference on the dispatch note and accompanied by the original CMR, with a complete and specific description of the damage and supported by photographs of the aforesaid damage. After this time, the products shall be deemed to have been definitively accepted by the client and no further complaint shall be considered. The ENTREMATIC BELGIUM warranty is limited to the quality of the ENTREMATIC BELGIUM products. If these show any defect, then our obligation is limited in all cases, whatever the consequences of the defect, to repairing or simply replacing the defective products - the choice between repair and replacement being at our discretion - with the express exclusion of any compensation for the client or third parties, save in the case of wilful misconduct on our part. Under no circumstances shall we be liable, either contractually or extra-contractually, for damage caused to persons or to products other than the delivered products or the products that were the subject of our service.
6. MAINTENANCE AND AFTER-SALES SERVICE
Maintenance and after-sales service relating to ENTREMATIC BELGIUM products are the subject of an express written agreement which the client can obtain on simple request from ENTREMATIC BELGIUM.