a) “Hobon”: company with registred office at B-9950 Lievegem, Arisdonk 139;
b) “the Customer”: any natural or legal person to whom Hobon supplies goods, works and/or services, or who gives Hobon goods for safekeeping.
2. FIELD OF APPLICATION.
a) These general terms and conditions apply to all quotations and agreements in which Hobon delivers goods, works and/or services of whatever nature to the Customer.
b) Due to the fact of the order, these general terms and conditions are accepted by the Customer without reservation.
c) Deviations from these general terms and conditions are only valid if they have been explicitly agreed in writing.
d) The application of any purchase conditions or other conditions of the Customer is hereby expressly excluded, even if these have been communicated before or after.
e) If any provision of these general terms and conditions should be declared invalid, this will not affect the legal validity of the other general terms and conditions.
3. QUOTATIONS AND ORDER CONFIRMATIONS.
a) Tenders are purely informative and do not bind Hobon.
b) Offers are valid for a period of ten (10) days, unless explicitly stated otherwise.
c) Hobon is only bound by the written order confirmation from an authorized person appointed by Hobon. The prices stated in the order confirmation are valid for three months.
d) The usual delivery times are four to five weeks. For deliveries within five calendar days, a price supplement of €0,10 per kilogram will be charged.
e) An order confirmation only applies to the goods and/or works confirmed therein, and does not apply to subsequent orders and/or assignments.
4. PRELIMINARY TEST MANUFACTURE AND OTHER TESTS.
a) If the Customer does not explicitly request a prior test fabrication, it will be deemed to fully and unconditionally accept the final quality and result of the order, without any possibility of claiming compensation from Hobon.
b) All prior test manufacture and other tests, whether requested by the Customer of unilaterally performed by Hobon, will be charged by Hobon to the Customer, as well as the costs of modifications to the test production and tests.
c) The approval of the Customer with the test production and tests relieves Hobon of all liability for any other errors and/or mistakes, even those that were discovered after the execution of the order and were not indicated on the test production or test.
d) The placing of an order by the Customer is equated with the explicit approval of the Customer with the test fabrication and test (cf. article 4, c).
5. CANCELLATION OF AN ORDER.
In the event of cancellation/unilateral cancellation of an order by the Customer, Hobon will be entitled to a cancellation and compensation as follows: if the order is not yet in progress on the date of cancellation by the Customer and Hobon has not yet received orders based on the order, Hobon is entitled to a flat-rate reimbursement of twenty-five percent (25%) of the price of the order. If the order is in progress, Hobon is entitled to a flat-rate reimbursement of twenty-five percent (25%) of the price of the order plus the cost of the hours worked, ordered and/or used materials and parts, as well as handling.
6. DELIVERY TIMES.
a) Unless expressly stipulated otherwise, the stated and/or agreed implementation and/or delivery periods are purely indicative and without any commitment.
b) If the execution is postponed at the request of the Customer or due to the fault of the Customer, for whatever reason, the specified and/or agreed execution and/or delivery deadlines will automatically lapse. In addition, without prejudice to all conditions relating to the part still to be executed, even, if necessary, to cancel this part without any right to compensation from the Customer. Hobon also has the right to oblige to purchase. For delays in the purchase, a fee of ten percent (10%) will be payable for the costs of stockpiling and changes in the planning based on the value of the part still to be executed.
c) The exceeding of the specified and/or agreed execution and/or delivery periods will under no circumstances give the Customer the right to unilaterally refuse the goods, suspend payments, interrupt the sale, claim damages and/or the agreement to dissolve.
7. FORCE MAJEURE AND HARDSHIP.
Hobon reserves the right to implement agreements whose performance has become impossible, very difficult or overly exorbitant for reasons independent of its will that would prevent the normal course of supply, manufacture or shipment, including but not limited to for war, riot, strike, accidents, lock-out, company occupation, total or partial cessation due to an administrative measures, import and export restrictions, disasters, non-compliance or late compliance by third parties with regard to Hobon, or to any other reason beyond fault or risk of Hobon arises, cancels or suspends until the reason has ceased to exist, without any right to compensation for the Customer.
a) All goods and works are delivered Ex Works (EXW) Lievegem, unless otherwise agreed in writing. Unless otherwise agreed in writing, all transport costs and kilometer charges are to the account of the Customer.
b) The goods are considered delivered and accepted by the Customer upon departure of the goods from the Hobon workshops in Lievegem, even if a “franco”price is charged. The Customer can always be represented at those places.
c) The weight of the goods is always a gross weight, including the sleeves, unless explicitly stated otherwise. When the goods are delivered on euro pallets, the weight of the goods will always be increased by a fixed weight of 21 kilograms per used euro pallet, but this flat-rate increase will not be taken into account when invoicing the delivered goods. A flat-rate cost of 6,5€ per pallet will be charged to the Customer if the euro pallets have not been returned to Hobon within 3 months from shipping the goods to the Customer. The goods and productions are delivered with minor deviations, such as those regarding quality, dimensions, color, weight and printing, for which Hobon cannot be held liable. Nothwithstanding the foregoing, an upward or downward deviation in thickness or a deviation in width and length of 10% or less will be considered normal. When assessing any deviations, an average must always be taken from the entire order.
d) The goods always travel at the risk of the Customer.
e) The goods must be stored in dry conditions and protected from sunlight, a maximum of three months in outdoor storage and a maximum of six months in indoor storage; goods intended for the food industry may never be stored in outdoor storage; If the goods are stored in a cold environment, they must be transferred to an environment of at least 15°C, 48 hours prior to processing. For more detailed regulations, Hobon refers to the conditions of use on www.hobon.be.
f) The Customer is exclusively responsible for the storage of the goods; Hobon will not bear any responsibility for goods that are stored in violation of these provisions.
a) Under penalty of forfeiture, all complaints due to visible defects must be formulated by the Customer or his representative immediately and in writing upon delivery.
b) Hidden defects can only result into a compensation if they have been traced with due urgency and are reported to Hobon by registered letter within thirty (30) days after delivery.
c) The Customer may only return the goods with the written permission of Hobon. This permission for the return of the goods does not imply an acknowledgement of liability. The costs of a returned shipment will always be borne by the Customer. Hobon also reserves the right to recover all costs that the return shipment has caused from the Customer.
d) Under no circumstances can complaints due to visible or hidden defects result in the Customer having the right to suspend or postpone the payment.
e) Hobon’s total liability for visible and hidden defects is limited to compensation for direct damage up to a maximum of the amount stipulated for the defective goods in question (excluding VAT). Hobon’s liability for indirect damage, including consequential damage, lost profit, lost savings and damage due to business interruption,… is always excluded.
10. ELECTRONIC INVOICING (E-INVOICES).
a) The invoices issued by Hobon can be send to the Customer either by regular mail (paper version) or by electronic mail (e-invoice) at Hobon’s discretion.
b) Except from a written protest by the Customer immediately after receipt of the first e-invoice, the Customer explicitly agrees with electronic invoicing (e-invoices) in application of Article 53, §2, 4th paragraph of the VAT Code and all e-invoices that Hobon addresses electronically to the Customer are explicitly accepted by the Customer.
c) The Customer is obliged to provide Hobon with a correct and current statement of the e-mail address to which the e-invoices may be sent. Hobon can in no way be held responsible or held liable if the Customer does not receive the e-invoices in case of a change of the e-mail address, a technical error, spam filters, an oversized mailbox and/or any other reason.
d) In application of Article 2281 of the Civil Code, an e-invoice sent to the e-mail address that the Customer had given to Hobon is considered as received by the Customer on the same day as that of dispatch.
a) All invoices are payable in cash and without discount at the registered office of Hobon in Lievegem within thirty (30) days after the invoice date.
b) In the event of total or partial non-payment of an invoice on the due date, the invoice amount will be increased by operation of law and without proof of default plus interest calculated in accordance with the law of 2 August 2002 on combating late payment in commercial transactions.
c) In the event of total or partial non-payment of an invoice on the due date, the debt balance is immediately and legally increased by ten percent (10%), even with the granting of grace periods, with a minimum of one hundred five and twenty euros (125.00).
d) In the event of total or partial non-payment of an invoice on the due date, all other amounts still due become legally claimable. In this case, Hobon will have the right to suspend any further delivery or performance until after full payment or to demand the guarantees it deems necessary, without any right to compensation or delay penalty on the part of the Customer.
e) Non-payment entails by law the loss of all other permitted discounts and premiums.
12. CUSTOMER BANK FAILURE.
a) In the event of bankruptcy or any other form of coincidence with the Customer’s creditors, all outstanding agreements will be settled by operation of law and early settled on that date and put into debt comparison (close-out netting).
b) The goods sold remain the property of Hobon until payment of this balance.
13. NETTING IN THE CASE OF MUTUAL DEBT CLAIMS BETWEEN CUSTOMER AND HOBON.
In accordance with the law of 15 December 2004 on the financial collateral, the parties automatically and legally offset all existing and future debts against each other. This means that in the contractual relationship between the parties, only the largest claim on balance after the aforementioned automatic compensation and settlement remains and can be claimed.
14. SUSPENSION AND DISSOLUTION.
In the event of any change in the condition of the Customer, such as death, conversion, merger, division, takeover, transfer, liquidation, suspension of payment, opening of judicial reorganization, collective or amicable agreement, request for deferment of payment, termination of activity, seizure, admission to the collective debt settlement procedure, or any other circumstance that may damage confidence in the creditworthiness of the Customer, Hobon reserves the right to suspend its performance of the agreement due to that mere fact suspend until the Customer provides adequate security for his payment, or declare the agreement with the Customer dissolved, without prior notice of default and without judicial intervention, from the date of dispatch of the letter confirming the dissolution, without prejudice to Hobon’s right to compensation to claim.
15. RETENTION OF TITLE.
a) The goods remain the property of Hobon as long as the price, possibly increased with accessories, has not been paid fully, even if the goods were taken into use and/or processed. Once the goods have been delivered, the Customer bears all loss and destruction risks. The paid advances remain acquired by Hobon to compensate for possible losses in the event of resale.
b) As a result of Article 15 (a), Hobon has the right to take back full and unused rolls with compensation on the oldest outstanding debt of the value of the returned products, determined on the basis of the current daily price of the relevant product.
16. STORAGE OF GOODS.
a) The Customer waives all rights that he/she could assert in accordance with the Civil Code vis-à-vis Hobon on account of the total or partial destruction, disappearance or damage of goods deposited and/or deposited in Hobon’s workshops and/or with appointed third parties, which could also be the cause of this event, including in the event of fire, explosion, …
b) The Customer himself is responsible for the insurance of goods in storage. Hobon has no obligation to insure the goods.
17. LANGUAGE, APPLICABLE LAW AND COMPETENT COURTS.
a) The Dutch version of these terms and conditions is the only authentic one.
b) All agreements are governed exclusively by Belgian law, to the exclusion of the Vienna Sales Convention.
c) All claims or disputes arising from or related to it, fall under the exclusive jurisdiction of the Courts of Kortrijk or Ypres.