ARTICLE 1 - APPLICATION:
Good agreements are the basis of good commercial cooperation. Our terms and conditions below anchor the agreements and wishes of the parties in a solid and balanced contractual relationship.
The Customer is deemed to be familiar with and to accept the terms and conditions as set out below by the mere fact of requesting the services of Sima, placing an order and/or receiving the invoice. Our agreements are governed exclusively by the following terms and conditions from the time they are communicated to the Customer at least once, at any time and in any form, and always to the exclusion of the Customer’s own terms and conditions. Our special terms and conditions and/or our provisions that deviate from these general terms and conditions always prevail over the latter. These terms and conditions form an integral part of our offers, confirmations and contracts.
ARTICLE 2 - OFFERS AND PRICES:
a. Price quotations are made in good faith but are only approximate. They are subject to revision in the event of, among other situations, an increase in wages and social security contributions and/or in raw materials prices. They are entirely without obligation, unless stipulated otherwise, and are only valid for a period of 30 calendar days. However, each order only becomes binding after written confirmation by one or more members of the Sima management team.
b. All legal charges, taxes and levies of any kind whatsoever shall always be borne by the Customer. Prices not quoted in euros are assumed to have been calculated according to the exchange rate on the day of the order confirmation. Any difference in exchange rates (devaluation or increase in value) shall be borne by the Customer and shall be decisive for an increase or the retention of the price set.
c. Increases in cost price determining factors (social security contributions, raw material prices, etc.) that occur after the agreement is concluded may be passed on by Sima if the performance of the agreement has not yet been completed at the time of the increase, if these factors result in a price increase of at least 5% and to the extent that Sima could not reasonably have foreseen the increase at the time the agreement was concluded. The Customer is obliged to pay these increases, which will be included in the invoice. For price revision we use the price revision formula of www.agoria.be (the Belgian federation of companies in our sector)
ARTICLE 3 - DELIVERY PERIODS, STARTING DATES AND EXECUTION PERIODS:
a. Delivery and commissioning dates are provided in good faith but are only approximate. They are not binding. Late delivery may not, unless otherwise agreed in writing, give rise to refusal of the goods by the Customer. In the event of a serious failure to meet the deadline, due to a major fault on the part of Sima, compensation may be claimed only after prior written notice of default, with a final deadline of 30 days being granted to Sima. Any such compensation shall never exceed 5% of the invoice amount, whereby the Customer shall first have to provide proof of loss.
If the parties expressly opt for the application of late delivery penalties in the special terms and conditions, these shall apply reciprocally. More specifically, these will also apply if the Customer does not meet its obligations in good time.
b. Additional costs resulting from the fact that the Customer requires a shorter delivery period than the normal delivery period will be borne by the latter.
c. If the goods cannot be delivered on the stipulated date and/or within the normal or estimated delivery period because of a fault on the part of the Customer and/or if partial deliveries have to be made, these additional costs will be charged at the usual rates (extra transport, storage costs, extra personnel costs, changed hotel costs, etc.). After the start of production, postponement of the delivery date is only possible if storage capacity is available at storage costs. If no storage capacity is available, the goods must be accepted. If the goods need to be stored by us for more than 4 weeks, we reserve the right to charge you for the goods and transfer ownership to you. The date on which the warranty takes effect is the date of ownership transfer.
ARTICLE 4 - DELIVERY AND TRANSFER OF RISK:
The Customer acknowledges that it has been fully informed of all the characteristics and specifications of the purchased goods. The manufacturer reserves the right to deliver the materials/installations in accordance with the latest developments and updates. The goods travel under the responsibility and at the risk of the Customer, even when they are sold ‘carriage paid’. Transport of goods is at the expense and for the account of the Customer. The goods will be shipped, if possible, on the date of the invoice or the following day. This date is ‘ex works’. This implies that the Customer bears the risks of damage, loss, destruction, etc. as of this ‘ex works’ delivery.
ARTICLE 5 - AGREEMENT IMPLEMENTATION:
a. Sima cannot be held liable for the consequences if the infrastructure of the Customer’s company is not adapted to the characteristics of the goods.
b. Unless otherwise agreed, our staff will handle the installation and start-up. If the Customer handles installation and start-up itself, this is done entirely at its own risk and Sima reserves the right to reject all claims that call on the warranty.
c. Energy, utility and infrastructure works are always at the expense of the Customer.
d. The installation may deviate from the technical description due to technical reasons.
e. As part of our policy of continuous improvement, Sima reserves the right to modify the technical specifications at any time without prior notice, but with a guarantee of quality and conformity.
f. If Sima has to carry out work on site which was not contractually foreseen and not charged for (e.g., possible clamping of air ducts, etc.) Sima can under no circumstances provide a guarantee in this regard. Such works are carried out provisionally for the benefit of the Customer, but must later be finalised or optimised by the Customer.
ARTICLE 6 - CONTROL-WARRANTY LIABILITY:
a. Acceptance covers visible defects/damage to the goods. Any comments must be formulated by the Customer on the delivery note. The fact that the goods are packed does not prevent them from being accepted. In the event of non-conformity, the Customer may exchange the relevant components, to the exclusion of any other compensation. Goods may only be returned with the consent of Sima.
b. Any other complaint or claim must be notified to Sima by registered, motivated letter within 7 days after the execution of the works and/or the delivery of the goods. After this period, each delivery shall be considered as irrevocably and fully accepted.
c. The warranty is valid for 6 months, unless stated otherwise in the quotation. This warranty period commences at the time of delivery of the goods, if applicable at the time of provisional commissioning (= when the installation is started up for the first time) by Sima. If provisional commissioning cannot take place on the contractual date and this is due to a fault on the part of the Customer, the warranty period commences at the contractual date of commissioning.
If a defect is found that is covered by this warranty, it should be reported in writing to Sima within 20 days after its discovery, under penalty of inadmissibility.
The warranty includes the replacement and/or repair of the defective parts, without the Customer being entitled to claim further costs/compensation of any kind.
This warranty does not cover: normal wear and tear or consumables, defects resulting from poor maintenance/incorrect cleaning or from non-compliance with the instructions for use, indirect or consequential damage, damage resulting from an accident, destruction, theft, vandalism, etc.
d. In all cases where the Customer raises Sima’s obligation to indemnify, the Customer will bear the burden of proof. The Customer must inform Sima immediately after having noticed a defect. If the Customer has not provided a description of the location of the building where the goods and/or installation are to be delivered and put into operation, the Customer shall under no circumstances be entitled to hold Sima liable for any damage caused to its property.
e. The filing of a complaint, for whatever reason, shall not entitle the Customer to postpone payment beyond the normally foreseen due date.
f. Our total liability shall at all times be limited to the invoice value of the specific agreement (both for visible defects, hidden defects and/or any other form of contractual or extra-contractual liability). Sima will never be liable for indirect or consequential damages such as, amongst others and in particular, financial losses suffered by the Customer and/or third parties such as production interruptions, loss of profit, loss of use, lost working hours, removal costs, cleaning costs, etc.
In the event of intervention by our insurer, our total liability, based on any legal grounds whatsoever, will always be limited to the amount effectively covered by our insurer plus our franchise, without us being held liable for any greater and/or other damage.
g. Sima will never be held liable together with other parties involved in an order.
ARTICLE 7 - PAYMENT:
a. Unless otherwise agreed in writing, our invoices are payable at our registered office, no later than 7 days after the invoice date. If the purchase is not made at the time of scheduled delivery, invoices are payable on the date of delivery. Payment must be made in cash, net and without discount or set-off at the registered office. The invoice is deemed to have been accepted by the Customer in the absence of a written objection within 7 days of the invoice being sent.
b. Sima shall at all times be entitled to issue invoices for services already rendered, even if it has only rendered partial services.
c. In the event of late payment, interest contractually set at the rate of 12% per year will automatically be payable on the amount due and without notice of default. If the amount payable is not paid or not paid in full on the due date, after notice of default has been served and elicited no response, interest at a rate of 12% will be added to the balance of the amount payable, with a minimum of € 250.00, even if grace periods are granted.
d. If the purchase does not take place on delivery and invoices are therefore payable on the delivery date, interest and a penalty clause will be charged if payment is not made on time after delivery, even if the purchase is not completed (without prejudice to the additional costs which may be charged in accordance with Article 3).
e. If an invoice is not paid on time, Sima reserves the right to interrupt the performance of the work still to be completed until the invoice has been paid, without any compensation being due by Sima. Sima shall determine when it can restart the works, without having to pay any compensation for delay. If Sima suffers losses as a result of this suspension (both direct and indirect costs and/or losses), the Customer will be required to cover them. If necessary, Sima may cancel the balance of the works to be carried out. In that case, the compensation shall be due as laid down in Article 10.
f. If an invoice or any other amount due is not paid or not paid in full, all other amounts payable will automatically be payable immediately, including those not yet due.
ARTICLE 8 - PAYMENT GUARANTEES - JOINT AND SEVERAL LIABILITY:
a. In view of the scope of our agreements, Sima reserves the right to demand payment of the purchase price and performance of the agreement by the Customer before or during the performance of the agreement. The costs of establishing these guarantees shall be borne by the Customer. In the event of refusal, we reserve the right to cancel the order in its entirety or even partially at the expense of the Customer.
b. Whoever places an order requesting that the goods to be delivered and/or the works to be carried out be invoiced in the name of a third party, remains jointly and severally liable towards Sima for the performance of all obligations.
ARTICLE 9 - RETENTION OF TITLE:
The goods remain the property of Sima until the Customer has fulfilled all of its obligations vis-à-vis Sima, including those arising from any other transactions and deliveries. In view of the retention of title, disposing of the sold goods before full payment is prohibited and this under penalty of damages. The Customer undertakes, for as long as payment has not been made in full, to keep the goods not yet used by it in a recognisable and good condition, also under penalty of damages. The Customer must insure the purchased goods adequately for the duration of the retention of title against fire, explosion and water damage, machine breakage and theft. The Customer is obliged to cooperate with all measures Sima may take to protect its goods or rights.
ARTICLE 10 - TERMINATION OF THE AGREEMENT BY ONE OF THE PARTIES:
Any breach or cancellation of an order or contract, as well as any non-compliance with the agreed payment terms or any other obligation of the Customer, entitles Sima to claim damages and to invoice services already rendered at the agreed rates. Compensation and loss of profit shall be equal to at least 20% of the total value. In such cases, Sima may also dissolve all contracts entered into with the Customer, without any formality and without prejudice to Sima’s right to compensation. This provision shall also apply if during the course of the contract the Customer’s financial situation changes, if the Customer becomes insolvent, if the Customer is declared bankrupt, if Sima fears losing the guarantees for its claim or if the Customer fails to comply with Sima’s request in accordance with article 8 above. The Customer expressly declares that all claims that it has on Sima can be set off by way of guarantee and at any time against all amounts payable under this agreement. Following dissolution, Sima, which has remained the owner of the goods in accordance with article 9 above, will be able to recover and sell the goods in order to limit any damage, eight days after a registered letter to the defaulting Customer.
ARTICLE 11 - FORCE MAJEURE:
Should it be impossible for Sima to perform the delivery as foreseen and this due to external factors specific to the producer or manufacturer or supplier of Sima, such as, without limitation, bankruptcy, request for application of the Continuity of Enterprises Act, insolvency as well as circumstances such as a strike, lock-out, machine defect, internal organisation problems, fire, epidemics, irregular or difficult supply, government measures in general, such factors are considered as cases of force majeure. These forms of force majeure relate to facts and circumstances outside the sphere of influence of Sima, on the basis of which Sima cannot reasonably be expected to perform the agreement temporarily and/or permanently. In this case Sima shall not be liable to pay any damages or any other compensation to the Customer.
ARTICLE 12 - GOVERNING LAW AND COMPETENT COURTS:
The agreement is subject to Belgian law. The Vienna Sales Convention is explicitly excluded. In the event of a dispute, the Belgian courts will be internationally competent, more specifically the courts of the judicial district of the registered office of our company, or the courts of the domicile / registered office of the co-contracting party, at the choice of Sima.
ARTICLE 13 - PRIVACY:
We collect, record and process information and personal data in accordance with all applicable laws and regulations. We fulfil our obligations as a controller and/or as a processor of that data in accordance with the Law of 30 July 2018 on the protection of natural persons with regard to the processing of personal data, the General Data Protection Regulation 2016/679 of 27 April 2016 and other mandatory regulations. Data processing is limited to what is necessary and the retention period of personal data is limited to as long as necessary for the purposes of processing. The personal data are secured in an appropriate manner by means of suitable technical and organisational measures. Our privacy policy can be consulted at any time on our website or requested by email.