General terms and conditions

1. Scope
These general terms and conditions apply to all deliveries, services and quotations, irrespective of their designation, issued by SysmaTec BV, with registered office at Visbeekstraat 11D, 2300 Turnhout, Belgium, registered in the trade register under company number 0556.732.092 (hereinafter: SysmaTec). In the event of any conflict with the customer’s terms of sale, these general terms and conditions shall prevail over any conflicting terms of sale of the customer/buyer/…, even if these have not been explicitly objected to.

2. Conclusion of the contract, scope of the performance to be delivered
2.1. Quotations from SysmaTec are always non-binding, in particular with regard to availability, stated quantities, delivery periods and associated services.

2.2. If a specific and individual agreement has been concluded with the addressee, the content of that agreement shall prevail over these general terms and conditions.

2.3. Deviations from the order confirmation and the general terms and conditions are permitted insofar as such deviation is either customary in the sector or required by mandatory legal or technical standards.

2.4. SysmaTec is only entitled to make partial deliveries if these are usable by the customer within the scope of the contractual purpose, the delivery of the remaining ordered items is ensured and the customer does not incur significant additional or extra costs as a result.

2.5. Deadlines, and delivery periods in particular, are only binding if they have been confirmed in writing as binding. Insofar as shipment has been agreed, delivery times and delivery periods refer to the time of handover to the forwarding agent, carrier or any other third party entrusted with the transport.

2.6. Delivery and performance periods shall be extended in the event of force majeure or other events which were unforeseeable at the time the contract was concluded and for which SysmaTec cannot be held responsible. In the case of obstacles of a temporary nature, the delivery or performance periods shall be extended by a reasonable additional period. Insofar as the customer cannot reasonably be expected to accept the delivery or performance as a result of the delay, the customer may withdraw from the contract by means of an immediate written declaration to SysmaTec.

2.7. Shipment is at the expense and risk of the customer.

2.8. If the method of shipment has not been agreed, the method of shipment and packaging shall be at the conscientious discretion of the seller.

3. Prices
3.1. Unless a fixed price has been agreed, services provided by SysmaTec shall be remunerated in accordance with the price list applicable at the time of the order.

3.2. SysmaTec is not bound by the stated prices if a delivery period of more than four months from the order confirmation has been agreed. In that case, the prices applicable at the time of delivery shall be charged.

3.3. All prices are net in EURO, exclusive of the statutory VAT applicable at the time, without any other discounts.

3.4. For orders of less than € 100, we reserve the right to charge administration costs and/or transport costs.

4. Terms of payment
4.1. Unless otherwise agreed, the purchase price is due upon delivery of the items. Invoices from SysmaTec must be paid within 14 days after the due date and receipt of the invoice.

4.2. For legal reasons, payments exceeding € 3,000.00 may not be made in cash, but must be made by bank cheque or by transfer to SysmaTec’s bank account.

4.3. In the event of failure to pay the full amount due in time before the due date, late payment interest of 1% per month shall be due by operation of law and without notice of default, with every month commenced being considered a full month.

4.4. In the event of failure to pay the full amount due in time before the due date, compensation of 10% of the outstanding balance (with a minimum lump sum of € 125) shall moreover be due by operation of law and without notice of default.

4.5. If, after conclusion of the contract, SysmaTec becomes aware of circumstances that give rise to doubts about the customer’s creditworthiness and that jeopardise the payment of SysmaTec’s outstanding claims by the customer under the respective contractual relationships, SysmaTec is entitled to carry out or provide deliveries only against advance payment or the provision of security, without prejudice to SysmaTec’s right to claim compensation for the resulting delay.

4.6. Insofar as SysmaTec accepts bills of exchange, it does so solely on account of performance of the customer’s obligation. All bill charges and other costs associated with processing shall be borne by the customer. If an attempt at collection fails, SysmaTec shall inform the customer and set a payment deadline.

4.7. Except in the case of legally established or undisputed counterclaims, set-off and retention are excluded.

5. Retention of title
5.1. The items delivered by SysmaTec to the customer remain the property of SysmaTec until full payment of all secured claims. This retention of title serves to secure all present and future claims of SysmaTec against the customer arising from the delivery relationship between the parties concerning SysmaTec items (including balance claims arising from a current account relationship limited to this delivery relationship).

5.2. If the items delivered subject to retention of title are processed together with other goods, this is done on behalf of SysmaTec, and SysmaTec becomes co-owner of the new item in proportion to the value of the items delivered subject to retention of title at the time of processing. If the items delivered subject to retention of title are combined with other goods into a single item or inseparably mixed with them, and one of the other goods is to be regarded as the main item, the customer, insofar as the main item belongs to the customer, transfers to SysmaTec co-ownership of the single item in the proportion stated in the first sentence.

5.3. The customer shall store the items delivered subject to retention of title for SysmaTec with commercial diligence and insure them at its own expense against fire, water damage and theft. The customer assigns to SysmaTec its rights arising from the relevant insurance contracts; SysmaTec accepts this assignment.

5.4. The customer may only sell items that are still the property of SysmaTec in the ordinary course of business, until an event of realisation occurs. Pledging and transfer of title by way of security of the items delivered subject to retention of title are not permitted.

5.5. In the event of resale of such items, the customer hereby assigns to SysmaTec the resulting claim against its buyer; SysmaTec accepts this assignment. The same applies to other claims that replace the items delivered subject to retention of title or otherwise arise in connection with them, such as insurance claims or claims arising from unlawful handling in the event of loss or destruction. The assigned claim serves as security for SysmaTec to the same extent as the items delivered subject to retention of title.

5.6. The customer is authorised to collect the assigned claim. The customer may only assign the claim to third parties – including the sale of receivables to factoring banks – with the prior written consent of SysmaTec. SysmaTec shall not refuse consent provided that equivalent security is furnished.

5.7. SysmaTec may revoke the authorisation to resell and collect as soon as the customer is in arrears with payment to SysmaTec.

5.8. The customer is obliged to inform SysmaTec of the buyers concerned; SysmaTec is entitled to disclose the assignment. Upon request, the customer is obliged to disclose the names of its buyers to SysmaTec and to hand over all documents necessary for SysmaTec itself to collect the claim. From the moment of default, the customer is also obliged to notify its buyer in writing of the assignment of the claim to SysmaTec.

5.9. SysmaTec shall release the items delivered subject to retention of title as well as the items or claims replacing them insofar as their value exceeds the amount of the secured claims by more than 50%. The selection of the objects to be released accordingly is reserved to SysmaTec.

5.10. If SysmaTec withdraws from the contract due to conduct of the customer in breach of contract, in particular default in payment (event of realisation), it is entitled to reclaim the items delivered subject to retention of title.

6. Warranty
SysmaTec provides a warranty for material defects and defects of title of the delivery in accordance with the following provisions. The warranty period is twelve months from the transfer of risk.

6.1. A warranty obligation of SysmaTec exists only if the customer has fulfilled its obligations to inspect and give notice of defects. Complaints must be submitted no later than 8 calendar days (for visible defects, from delivery; for hidden defects, from discovery of the defect concerned).

6.2. Complaints must be made in writing with a precise description of the defects that have arisen.

6.3. In the event of non-conformity, SysmaTec shall have a reasonable period to fulfil its warranty obligation (subsequent repair or replacement delivery). The choice between repair (subsequent repair) and delivery of defect-free items (replacement delivery) is at SysmaTec’s free discretion. SysmaTec is also entitled, at no additional cost to the customer, to make changes to the items or services that become necessary due to the defects, provided that the performance forming the subject of the contract is only changed to a limited extent. The customer shall provide appropriate assistance in remedying defects.

6.4. Insofar as they are no longer subject to retention of title, replaced parts become the property of SysmaTec.

6.5. In the event of a justified complaint of non-conformity, the costs of fulfilling the warranty obligation shall be borne by SysmaTec. This does not apply to expenses arising because the delivered items were moved, after delivery by SysmaTec, to a place other than the customer’s place of business, unless such relocation corresponds to the intended use of the items. Nor does the foregoing apply to additional costs arising because the customer has modified the items. The warranty lapses if the customer makes modifications or other interventions to the items, unless the customer proves that the defect is not attributable to the modification or intervention. If the customer has wrongfully invoked the warranty obligation, the customer shall remunerate the services provided by SysmaTec in accordance with article 3 of these general terms and conditions.

6.6. The customer may only withdraw from the contract or reasonably reduce the purchase price if SysmaTec cannot remedy the defect. Withdrawal from the contract is excluded in the case of a negligible reduction in the value or suitability of the products or services, as well as in the case of delay in acceptance by the customer or where the customer is predominantly responsible for the defect. As long as the customer has not notified SysmaTec that it withdraws from the contract or claims damages for non-performance, SysmaTec remains entitled to remedy the defect even after expiry of the period set by the customer.

6.7. If a defect is attributable to SysmaTec, the customer may claim damages in accordance with article 7 of these general terms and conditions.

6.8. Even after expiry of the warranty period, the customer shall inform SysmaTec without delay if third parties claim infringements of patent rights by the items or services.

7. Liability
7.1. SysmaTec is liable for all defects in accordance with the provisions of article 6 of these general terms and conditions. SysmaTec is also liable for intentional misconduct and gross negligence caused by SysmaTec, its legal representatives and/or its staff.

7.2. SysmaTec is liable for damages in the event of breach of essential contractual obligations, limited to the damage foreseeable for SysmaTec (or the typically foreseeable expenses) at the time the contract was concluded. The essential contractual obligations are i) the obligation to deliver on time, ii) freedom from material defects that impair functionality or fitness for use more than negligibly and iii) advisory, protective and care obligations that enable the customer to use the delivered item as contractually intended or that aim to protect the customer’s staff or the customer’s property against significant damage.

7.3. As a result of defects in the delivered item, SysmaTec is only liable for indirect and consequential damage insofar as such damage is typically to be expected when the delivered item is used as intended.

7.4. For matters not provided for in these general terms and conditions, the Belgian Product Liability Act applies.

7.5. We expressly point out that documentation and/or certificates and the correctness of their content are the responsibility of the manufacturer of the product and not of SysmaTec.

8. Final provisions
8.1. The possible invalidity and/or ambiguity of any provision of these general terms and conditions shall not affect the validity and enforceability of the other provisions. Any discussion regarding (one or more provisions of) the general terms and conditions must always be interpreted in the context of the other provisions.

8.2. Deviations from and amendments to these general terms and conditions are only accepted with the written consent of SysmaTec.

8.3. The customer is not entitled to assign its rights (including warranty claims) arising from contracts concluded with SysmaTec, or to transfer rights or obligations arising from contracts concluded with SysmaTec in whole or in part to third parties, without the consent of SysmaTec.

8.4. All deliveries and services of SysmaTec are deemed to have been performed at the registered office of SysmaTec: Visbeekstraat 11D, 2300 Turnhout.

8.5. All disputes, discussions, claims, … relating to deliveries and services by SysmaTec are governed by Belgian law. The United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG) does not apply.

8.6. The courts of Turnhout shall have jurisdiction, without prejudice to SysmaTec’s right to opt for a dispute to be heard in the judicial district where the recipient of the services and/or deliveries has its usual place of business.

Do you have any questions?
If you have any questions, please contact:

SysmaTec bvba
Visbeekstraat 11D
2300 Turnhout
België

Tel.: +32 (0) 14 408520
Fax: +32 (0) 14 408521