The purchasing conditions of the private limited company NSI B.V.B.A. (hereinafter: ‘NSI’) apply to all agreements relating to the supply of goods and/or services between NSI and the Seller and will always prevail over the Seller’s general terms and conditions. If the Seller’s general terms and conditions nevertheless become applicable, these terms and conditions will at least have a supplementary effect.
NSI is entitled to alter the volume and/or properties of the goods for delivery, in consultation with the Seller, at any time. Alterations will be agreed in writing. The Seller is obliged to send an order confirmation to NSI, no later than five business days after receipt of the order form by e-mail, stating the order reference and delivery period.
The goods will be delivered to NSI’s warehouses within the agreed delivery period. Goods will be delivered during the normal working week between 8:30am and 5pm, except on Fridays when deliveries are to be made between 8:30am and 3pm. If delivery is not made on time, NSI reserves the right to cancel its order, without any further formalities or prior notice, at the expense and risk of the defaulting Seller. NSI further expressly reserves the right to claim fixed compensation equal to 15% of the invoice amount from the defaulting Seller. This compensation will be charged separately or otherwise deducted from the invoice amount without any need for judicial intervention.
The definitive acceptance of the goods will take place in NSI’s warehouses. The Seller must immediately take back any refused or surplus goods, even if these goods have been provisionally accepted in the warehouse, without it being possible to hold NSI responsible or charge any expenses to NSI in this regard. The delivery will be regarded as executed as soon as the goods are definitively accepted in terms of their quantity, measurements and quality by an NSI employee. Acceptance only covers visible defects.
By accepting an order, the Seller warrants that the ordered goods do not in any way infringe intellectual rights in the broadest sense. The Seller must indemnify NSI against any legal action that is instituted in case of such an infringement, as well as against the consequences, risks and expenses of actions due to counterfeiting these goods that may be instituted against NSI, its customers or any person for whom NSI acts as a purchasing agent.
The Seller indemnifies NSI against all hidden defects and liability claims that may be instituted against it by reason of the goods that the Seller has delivered or will deliver.
NSI reserves the right to terminate the agreement arising from an order, without being liable for compensation and without any prior notice of default, if the person or company with whom/which the order was placed is declared bankrupt, petitions for judicial restructuring, is put into liquidation or transfers its business. The notice of termination will be served by registered letter with recorded delivery.
The Seller’s invoices must always specify the order number. NSI will pay invoices within a period of 30 days from the receipt and acceptance of the delivered goods.
The Seller expressly accepts that it will only use the data and confidential information that it receives from NSI for the purpose of the goods, services and installations to be supplied to NSI. The duty of confidentiality will continue after the end of the legal relationship.
This agreement is governed by Belgian law. In the event of a dispute, the Tongeren District Court (Belgium) will have sole jurisdiction, on the understanding that NSI is entitled to bring a dispute before the district court of the Seller’s registered office/place of residence.