NSI sales conditions
1) Scope: These general terms and conditions of sale apply to all quotations, orders, assignments and deliveries by NSI, to the exclusion of the general terms and conditions of the buyer/client. No deviation from these general terms and conditions is allowed unless expressly agreed in writing in the special terms and conditions that are included in a quotation or agreement. If there is a conflict between the general terms and conditions of sale and the special terms and conditions in the quotation or agreement, the special terms and conditions expressly agreed in writing take precedence. The application of these general terms and conditions of sale is accepted by the client/buyer by the mere fact of concluding an agreement, which is formed on the date of receipt of the order confirmation, or the acceptance of a delivery made by NSI.
2) Quotations: All quotations by NSI are non-binding and remain valid for a limited period of 30 (thirty) days from the date of quotation, even without explicit mention of this option period.
3) Delivery terms and delivery conditions: The stated delivery times are indicative, unless otherwise agreed in writing. These delivery terms are non-binding and in the event of a delay cannot result in any claim or damage compensation. Deliveries are EX WORKS, at the registered office of the company NSI, and are shipped at the risk of the buyer/client, even if the transport would be carried out by NSI itself or on behalf of NSI. Transport always takes place at the expense of the buyer/client, unless explicitly agreed otherwise in writing.
4) Prices: All offers, rates and price lists are indicative, unless stipulated otherwise in writing by NSI. The prices in these offers, rates and/or price lists are always based on the applicable values of the wages, fuels, materials, raw materials and services at the time of drawing up these documents. If the values of wages, fuels, materials, raw materials and services change, NSI reserves the right to adjust its prices proportionately. All prices are exclusive of VAT.
5) The goods and materials delivered by NSI remain the property of NSI until full payment of the contract price/purchase price, including both principal and ancillary sums. NSI has the right to demand a guarantee from the client/buyer with regard to the fulfilment of his/her obligations. However, the exercise of this right does not in any way imply a waiver of NSI’s retention of title. If the buyer/client fails to provide the requested guarantees, NSI has the right to suspend its performance, or to terminate the agreement in whole or in part, unilaterally at the expense of the buyer/client and to retrieve the goods at the expense of the buyer/client.
6) Liability: NSI can only be held liable for the performance of an agreement for the provision of services and the sale of goods, which agreement constitutes an obligation of means, insofar as it is proven that a serious error or negligence was committed, or in the case of wilful misconduct. It is up to the buyer/client to demonstrate the serious error or negligence. NSI’s liability is in any case limited to the repair of foreseeable and direct damage suffered, to the exclusion of all indirect or intangible damage, including but not limited to lost income and profits, additional costs, etc. In any case, NSI’s liability for damage as a result of serious and attributable errors in the performance of its assignment is limited to the purchase price paid by the client/buyer.
7) Force majeure or fortuitous event: In the event of force majeure or a fortuitous event, NSI absolves itself, by operation of law, from any obligation, without the client/buyer being able to claim any damage compensation. Force majeure refers to all circumstances that are not due to an error on the part of NSI and that delay, or make impossible or more difficult, performance of the agreement. In the event of partial delivery or partial performance of the agreement, the client/buyer remains obliged to pay for that which was performed/delivered, without the buyer/client being entitled to any damage compensation.
8) Payment: Unless agreed otherwise in writing, all invoices are payable 30 (thirty) days after the invoice date. The place of payment is the registered office of NSI. Each invoice that remains unpaid on its due date gives rise to late payment interest by operation of law and without prior notice of default at 1% per month, calculated from the due date of the invoice until the date of full payment, as well as fixed damage compensation of 10% with a minimum of EUR 125.00, albeit subject to NSI’s right to claim higher damage compensation taking into account the damage actually suffered.
If an invoice remains unpaid on its due date in whole or in part, all other sums and overdue invoices become immediately due and payable.
To the extent that the client/buyer does not comply with the payment terms or other obligations, NSI has the right to suspend or postpone its obligations regarding this agreement as well as all other current agreements between the parties. NSI also reserves the right to unilaterally terminate the agreement without judicial authorisation and without prior notice of default. All of this without prejudice to the right to claim damage compensation.
9) Complaints and disputes: To be valid, complaints regarding the delivered goods, the work carried out as well as regarding invoices, must be clearly formulated and sent in writing within 48 hours after discovery. If a defect in the delivered goods is reported and demonstrated in a timely manner, NSI may repair, replace or credit these goods at its own discretion. This warranty lapses if the defects are the result of wear or due to fault on the part of the buyer/client or a fault on the part of third parties. In the event of a dispute between the parties, both parties undertake to cooperate to promptly resolve the matter. Complaints can in no way ever give rise to a suspension of the payment obligation on the part of the buyer/client, even if these complaints were formulated in time.
10) Cancellation/change/refusal: In the event that the buyer/client changes or cancels an order and/or refuses a delivery, NSI reserves the right to terminate the agreement unilaterally and immediately, without judicial authorisation and without prior notice of default, at the expense of the buyer/client. In this case, the buyer/client shall owe fixed compensation of 30% of the total purchase price, subject to NSI’s right to claim higher compensation taking into account the damage actually suffered.
11) Export Control/Use of Products: Buyer/client declares that it will be the recipient of products to be delivered by NSI. Buyer/client agrees that the products can be subject to the export and/or import control laws and regulations of various countries (and in particular are/can be subject to the export control regulations of Belgium/Flanders), and agrees that the products/services will not be used for purposes associated with any chemical, biological, nuclear weapons or missiles capable of delivering such weapons, or in support of any terrorist activity, nor will they be re-sold if it is known or suspected that they are intended to be used for such purposes. Buyer/client shall be responsible for complying with any legislation or regulations governing the importation of the products and/or services into the country of destination and for the payment of any duties thereon. Buyer/client further agrees to comply strictly with all applicable export laws and to assume sole responsibility for obtaining licenses to export or re-export as may be required. Buyer/client agrees that in all cases, the buyer/client has knowledge of the origin of the products, and all buyers/clients orders are placed with full knowledge of the facts and at the specific request of the buyer/client. In selecting and ordering the products, buyer/client agrees that it will make use of its own skill and judgement. Buyer/client agrees that the products sold by NSI are not designed for use in life-support, life-sustaining or nuclear applications, or other applications for which a product failure may result in personal injury, death, or catastrophic property damage. If buyer/client sells or otherwise uses the products for such applications, or breaches its obligations relating to export restrictions and product use, or misuses the products, the buyer/client agrees that it does so completely at its own risk and irrevocably undertakes to indemnify NSI for any damages resulting from such sale, use or misuse, including NSI’s reasonable legal fees and expenses.
12) Applicable law and jurisdiction: Belgian law applies to any dispute that arises from this agreement, with the express exclusion of the Vienna Convention on Contracts for the International Sale of Goods. The courts of the district of the registered office of NSI have jurisdiction, without prejudice to the right of NSI to designate another competent court.