IKO N.V. General Terms and Conditions of Sale and Delivery
1. All orders, sales and deliveries are governed by theterms and conditions set forth below, save in the case of derogations previously agreed in writing. The present terms and conditions and our quotation form an indivisible whole. By placing the order, making the purchase or accepting the delivery unconditionally, each Buyer is deemed to be familiar with these terms and conditions and to accept them without reservation. The present general terms and conditions are provided to the Buyer in Dutch, French, German or English. Subject to prior written notice to the contrary, IKO may assume that the Buyer has sufficient knowledge of one of these languages, so that they have legal effect with respect to him and are binding on him. The nullity or unenforceability of any provision set forth in one of the articles of these terms and conditions shall by no means affect the enforceable character of the other provisions and the provision in question shall be replaced with a valid and enforceable provision that is as close as possible to the intention of the parties. We reserve the right to alter the terms and conditions; however, the terms and conditions agreed upon at the time of the order/sale/delivery shall continue to apply for the duration of the agreement. In any case, the present terms and conditions take priority over any general or special terms and conditions of the Customer.
All our quotations are free of engagement and acceptance thereof by the Buyer is only binding for IKO after our written order confirmation. Quotations are valid for 30 days, unless expressly stated otherwise in the quotation itself. IKO is entitled to refuse orders at any time. Orders placed may be cancelled by IKO if the ordered goods are not available from stock, without any compensation being due to the Buyer.
3. ORDER ACCEPTANCE:
All orders must meet the requirements set with respect to product specification, quantities etc. as indicated in our price-lists. Additionally, for each price-list, the quantity of packaging and the exceptions, if any, are indicated. Orders cannot be executed if no accurate and complete delivery address is stated. In case of onsite deliveries, the phone number of the site manager must ALWAYS be stated.
4. ORDER CHANGE / CANCELLATION:
Cancellations/changes are only possible in consultation with IKO. Cancellation of Make To Order items is not possible after manufacture. Cancellation/change of an order where the carrier has already left, fall under the return arrangement. In case of cancellation/change of an order less than 3 days before delivery, the actual costs will be charged, with a minimum of €250. In case of cancellation of an order more than 3 days before delivery, we reserve the right to charge the actual costs, with a minimum of €250. Delivery dates for site orders can be easily shifted up to 3 days before delivery. Accepted changes shall be confirmed in writing by IKO.
5. PRICE REVISION:
All prices stated in our quotation or order confirmation are subject to unilateral change (increase) as a result of, among other things, a price increase and/or shortage of raw materials, to which IKO itself is subject. Additionally, in such a case, IKO may postpone the delivery or cancel the order, without this leading to any compensation being owed by IKO. If IKO applies a price increase, the Customer is entitled to cancel the order at no additional cost.We strive to announce price adjustments at least 1 month in advance, but cannot take responsibility for that.
6. DELIVERY PERIODS:
The delivery periods stated by us are always indicative and non-binding. The exceeding of a delivery period can never result in any compensation (damages), unless expressly agreed otherwise. In any case, the periods are extended in case of force majeure events (e.g. fire, frost, storm, flooding, strike, riots, war, attack, terrorism, a sudden increase in the prices of raw materials, non-delivery by IKO suppliers etc. (non-limitative list))and the transport is subject to external factors, such as traffic jams, road construction, breakdowns and other calamities and, therefore, it is impossible to confirm exact delivery times. It is not possible to demand deliveries at a specific hour.
7. TERMS OF DELIVERY and FREIGHT COSTS:
Our goods are exclusively delivered EX WORKS (EXW). Our goods always travel at the risk of the customer, even if the transport is arranged and/or paid for by IKO. All prices are in Euro and exclusive of VAT. For deliveries in Belgium and Luxembourg,
IKO charges a lump sum of €90 if no franco. An amount of €25 / stop will be charged for a stopover. For Aquaplan a flat-rate amount of €40 applies for Aquaplan if no franco. For Germany, real transport costs are calculated if no franco. Deliveries free of charge are only possible for:
Deliveries are made in accordance with the applicable CMR conditions. All deviations in respect of the quantities, the quality as well as the time of arrival and departure must be stated on the CMR/dispatch note and be signed. Damage resulting from transport must immediately be stated on the CMR. Invisible damage must be reported no later than 48 hours after delivery. Deliveries with self-loading equipment (at no additional cost) must be requested on the delivery note. Deliveries with truck-mounted forklifts are possible from 13 pallets, at an additional charge of €75. Crane work is always on request, no later than 2 working days prior to the planned delivery. The crane costs are indicated on an order basis given the complexity and the distances. For goods delivered on” Retour22” warranty pallets (see pricelist), such pallets are invoiced at €12/piece. If returned in good condition, they are credited at €11/piece. For goods delivered on Euro pallets, such pallets are invoiced at €16.87/piece and, if returned in good condition, they are credited in full. Unloading of goods: When a truck carrying the ordered goods arrives at the place of destination, it is assumed that the unloading of the truck can commence immediately. If it is referred to another unloading address, IKO reserves the right to charge costs. The maximum unloading time for goods destined for 1 address is 1.5 hour per load of 26 pallets. If the unloading time exceeds 2 hours, IKO reserves the right to charge €55 per hour.
8. PICKING UP GOODS:
IKO roofing – IKO pro – IKO protect – Special Liquids, d’Herbouvillekaai 80 -2020 Antwerp – Belgium:
Pick-ups of goods must be requested at least 24h in advance. Goods can be picked up from Monday through Friday from 7 AM to 12 noon. Pick-ups between 12 noon and 1.30 PM are not possible. Pick-ups between 1.30 PM and 5 PM are only possible with prior consultation. If the pick-up is announced less than 24h in advance, any wait times shall be for account of the person picking up the goods.
IKO enertherm Wielewaalweg 1 – 4791 PD Moerdijk – Netherlands:
Pick-ups of goods must be requested at least 24h in advance. Goods can be picked up from Monday through Friday from 7 AM to 12 noon. Pick-ups in the afternoon are only possible in consultation. If the pick-up is announced less than 24h in advance, any wait times shall be for account of the person picking up the goods.
The Buyer alone is responsible for the choice of the goods ordered. We are not responsible for the control or evaluation of thesuitability of the selected product for the purpose envisioned by the Buyer. We guarantee only that the product conforms to its technical characteristics. Any visible defect must be notified to us by registered letter upon delivery, or no later than 2 working days after delivery, otherwise the goods shall be deemed to have been definitively accepted and IKO can no longer be held accountable for such defects. Subject to provisions of compulsory law or of public order, or in the event of aproven intentional and fraudulent fault, IKO can only be held liable for the direct damage (excluding indirect or consequential damage) resulting from our obligations, with a maximum of the amount of the goods ordered, sold or delivered. Complaints regarding hidden defects must be notified to us by registered letter within five days of discovery or after they reasonably could have been discovered, under penalty of lapse and provided the merchandise was not processed or altered. Once the materials have been processed prior to any defect being reported, the defect shall be deemed to have been accepted by the Buyer. In any case, any legal proceedings must be brought within the short period pursuant to section 1648 of the Civil Code, which is determined in the contract at 3 months from the discovery of the defect or the date on which this reasonably could have been detected, under penalty of lapse. We decline any liability whatsoever if the damage is caused by a defect in the product or the fault of the injured party or of a person for whom it is responsible.
10. RETURN SHIPMENTS:
Materials must be returned free of damage in the original packaging before the expiry date or no later than 3 months after receipt and subject to proper storage and transport. Return shipments are only possible after prior consultation with and with the prior consent of the IKO sales department, and stating the return slip number. Without agreement on taking back a shipment, the return shipment shall be refused and not be processed. For taking back a shipment, 15% of the original invoice amount shall be deducted.
Unless otherwise stipulated, all amounts stated are in Euro and exclusive of VAT and any taxes or levies which may be imposed by the State. All invoices must be paid at our registered office within 30 days of the invoice date or sooner if the credit line has been exceeded and unless another payment period has been agreed. In the event of late payment, conventional and lump-sum damages will be owed, automatically and without this requiring prior notice of default, equal to 10% of the invoice amount, with a minimum of€ 150.00 Euro, subject to proof of greater loss incurred, plus default interest at the interest rate pursuant to the law of 02.08.2002 on combating late payment in commercial transactions (Belgian Official Gazette7 August 2002). In case of late payment, we are entitled to postpone or cancel all current orders or sales, or deliveries, services or other work yet to be made/provided/carried out. Additionally, in that case, all invoices shall become immediately payable.
12. RETENTION OF TITLE:
Each good ordered from us or sold or delivered by us remains our exclusive property until payment in full and fulfilment of all obligations arising from the agreement However, the risk of the goods sold is transferred pursuant to article 4. Until then, the Customer is not authorised, without our prior consent, to deliver to third parties, alienate, pledge or encumber with any other rights any good whatsoever. If the Customer is in default or if there is a well-founded fear that he will be in default, we are entitled – without judicial intervention – to remove the goods ordered, sold or delivered from the Customer or from any third party holding the goods. The Customer must extend his full cooperation, failing which he shall owe us lump-sum damages equal to 5% of the amount owed by the Customer per day, effective from the day the notification is made.
If the solvency of one of the parties is compromised, for example in cases where the goods of such party are, in whole or in part, the subject ofseizure for security ordistress, the party has requested or has been granted a postponement of payment, he/she is manifestly insolventor is in cessation of payments, the other party is at any time entitled to demand either payment guarantees or other securities. The party requesting the guarantee or security is entitled, if the other party is in default with respect to this, to immediately andipso jure unilaterally terminate or suspend, by registered letter, the agreement without any further warning or notice of default. IKO may at any time halt all deliveries if the credit insurer no longer provides cover for the Customer, in which case the agreement between the parties can be deemed terminated.
For all disputes relating, even indirectly, to any agreement between IKO and the Customer which cannot be settled amicably, the courts and courts of appeal of Antwerp, Antwerp division,have exclusive jurisdiction. Belgian law always applies. Parties agree that the Vienna Sales Convention is excluded.