GENERAL TERMS OF SALE LEDA NV:
1. All our offers and sales are exclusively submitted to the conditions stipulated hereafter. These conditions are supposed to be known and approved by the customer.
2. In order to commit Leda, every order must be confirmed in our office.
3. The customer who places an order accepts these general conditions of sale and all the technical qualifications of our products which he explicitly recognises to agree on.
4. The most recent price list replaces all previous price lists. In case of a new price list, the tenders or offers which haven’t been accepted by Leda will be considered void and will be treated in accordance with the new prices.
5. Leda only offers the warranties indicated in the notified price list.
6. Leda guarantees a delivery in accordance with the presented sample with explicit reservation of small variations in colour and in quality.
7. The similarity in colour of the upholstery and leather can only be guaranteed at a simultaneous order.
8. The measures and dimensions in the catalogue and/or the price list are approximate. We reserve the right to small variations as well as the possibility of changes in the form and view of a model.
9. We do what we can to respect the terms of delivery and we do not accept any delay penalty.
10. A delay in the delivery may not in any case lead to a cancellation of the order.
11. In case the order is cancelled by the buyer, Leda can claim automatically and without further notice, a fixed contractual damage penalty equal to 25% of the value of the total order, and this under reserve of increase if the losses are proved to be higher. For seats, sofas and custom-made goods the fixed contractual damage is equal to 50% of the total value of the order.
12. The goods are dispatched at the own risks of the consignee.
13. The goods must be controlled on delivery. In order to be valid any complaint must be made in writing to Leda, at the latest within the 5 days which follow the receipt of the goods. Later complaints will not be accepted.
14. Each invoice is considered to be accepted if complaints and objections aren’t submitted by registered letter within the 8 days after the receipt of the goods.
15. All the invoices are to be paid in Torhout. Our agents and/or representatives do not have the authority to accept payments or to bind the firm nor to give acquittal or exemption in her name.
16. The risk of change is chargeable to the buyer.
17. Except contrary and written stipulation, our invoices are to be paid 30 days after invoice date.
18. Any amount unpaid on the due date shall, automatically and without prior notice, attract interest at a rate 2 % above the Belgian legal interest rate, with a minimum interest rate of 12%.
19. When an invoice is unpaid on the due date, we consider that we have the right to increase its amount by 10 % with a minimum of 25 euro.
20. Should an invoice remain unpaid on the due date, all invoices shall immediately become due for payment, regardless of their original date of maturity.
21. When the buyer fails to honour his engagements, the sale can legally and without notification be cancelled by registered letter. Such action shall not in any way limit or prejudice our other rights.
22. RETENTION OF TITLE Until payment in full to us for the goods, the goods shall remain our property. Notwithstanding the foregoing, the risk in the goods and all liability to third parties in respect thereof shall pass to the buyer on delivery. Retention of title also applies to goods, which we have given in deposit or in consignment to be sold on our account. The buyer shall be entitled to transform the goods or to incorporate them in a new product or products. In that case we reserve to our self the legal and equitable title to the final product or products into which the goods are incorporated or mixed. The buyer shall store the final products separately and property of these products shall remain with us until full payment will have been made to us for the goods.
The buyer may sell the goods in the normal course of his business but on condition that the buyer, in a fiduciary capacity as bailee of the goods, and for so long as he has not fully discharged his debt to us, shall hold and pursue claims for the proceeds of their sale equal to the price of the goods for and on behalf of us. The buyer shall fully pursue such claims and if necessary shall recover the sums due by legal process. The buyer shall if so required by us, allow us to conduct in the buyer’s name legal proceedings in respect of the monies due on the sale of the goods. Any sums recovered by us a result of such proceedings (including sums accepted by us in settlement thereof whether or not equal to the sums claimed) shall be applied to the payment of the monies due to us from the buyer and then to the reasonable costs incurred by us in the course of such proceedings. Any balance remaining shall be paid to the buyer.
Prior to the sale of the goods, the buyer shall, so far as reasonably practicable, store the goods separately from similar goods of the buyer, mark the goods as our property and shall not remove, obliterate or in any manner alter any label, mark or other means we may have of identifying the goods.
23. If in our opinion there is a deterioration in the creditworthiness of the buyer on account of measures of judicial execution against the buyer and/or other negative demonstrable events, we reserve the right to suspend all or part of any contracts in operation and to ask the buyer to provide such guarantees as we may deem proper to ensure the fulfilment by the buyer of his engagements under the contract. Such request may be made before or after the delivery of all or part of any order. Should the buyers fail to meet any reasonable demand for such a guarantee, the sellers shall have the right to cancel all or part of any contracts in operation. Such action shall not in any way limit or prejudice our other rights for damages and interests.
24. The conditions of this contract shall not be modified in any way by the drawing of acceptance of a bill of exchange of by any other arrangement, nor shall any such act constitute a novation.
All our commercial transactions shall be governed by the Belgian law. Disputes arising out of this contract shall be referred to the courts of Brugge or Kortrijk (Belgium) or, at our discretion, to the Courts having jurisdiction at the buyer’s domicile.