General terms and conditions – MAINTENANCE PARTNERS LTD.
1. General
1.1. The present terms and conditions are applicable to all our supplies and / or services, for as far as no explicit and written deviation has been previously registered. Any reference by the principal to the principal’s own purchase-, contracting- or other terms and conditions will not be accepted by Maintenance Partners Ltd.
1.2. In the present terms and conditions, the following definitions are applicable:
· product: objects as well as services, such as repairs, maintenance, advice and inspection. In the present terms and conditions of delivery, the following definitions are furthermore applicable:
· the contractor: each party referring to the present terms an conditions in a quotation;
· the principal: the party to whom the above mentioned offer is destined;
· service: the contracting of a job
2. Specifications and quotations
2.1. Unless otherwise agreed upon, all quotations are free of engagement and without any obligations.
2.2. Our estimates for repair apply insofar no supplementary works, compared to the works specified in the quotation, need to be executed. The necessity of these supplementary works may become apparent after a full disassembly, testing and possibly even after a partial repair of the machine, and insofar the machinery which is subject to the works may be tested by means of the normal testing equipment which is present in our workshops; consequently, certain machines may undergo final testing on site only when the equipment in our workshops should be inadequate in order to imitate or simulate a series of important and specific corporate circumstances. If the offered repair then does proves not to have achieved the desired results, the supplementary works shall not be taken into account into the clause of guarantee; they will hence be charged at the best possible rates and conditions.
2.3. All data which may be useful in order to achieve an optimal repair of the machine are supposed to be presented in writing by the principal, even when this is not explicitly demanded by the contractor. Should there be any deficiencies in the repair which are due to an insufficient data supply, all resulting charges will be covered by the principal.
2.4. In the event that the repair should not be executed in our workshops, a supplementary cost for investigations, disassembly, assembly, etc. will be charged with a minimum of €100.
3. Delivery & transport
3.1. The risk will be transferred to the principal as from the supply of the goods at the latest.
3.2. The delivery of the products is affected as so desired by the principal and will comprise a commitment to our warehouses or a delivery on the place and time as indicated by the principal. In both cases the transport, packing and insurance of the goods will be charged to the principal.
3.3. The term of delivery foreseen for the commands is merely indicative and not strictly binding. Hence and subject to any other previous agreements between the parties concerned, the principal shall under no circumstances be allowed to call upon the non-compliance of the determined term of delivery to claim any damages or a nullification of the agreement.
3.4. All transports which are executed by Maintenance Partners and/or its subsidiaries, or transports executed by a third party commissioned by Maintenance Partners and/or its subsidiaries, will be insured by Maintenance Partners.
4. Transfer of property
4.1. The property of the goods shall be transferred to the principal only after a full deposit of the invoice, increased with any possible default interests, collection charges and all other charges, taxes and reimbursements.
4.2. The property of the goods shall be transferred to the principal only after a full deposit of the invoice, increased with any possible default interests, collection charges and all other charges, taxes and reimbursements.
5. Clients – Liability
5.1. Any complaints regarding our delivery, repair or other works must be registered in writing within 8 days after delivery or completion of the work. Any complaints concerning our invoices must be registered in writing within 8 days after the invoice date. If the complaint is not registered within the specified time, the deliveries, repairs, other works and invoices are considered as being accepted.
5.2. If our products are incorporated into machinery that was not delivered by Maintenance Partners, the principal is obliged to test the product before it is incorporated and to inform us of the results of the test within 8 days after the delivery of the products. If not, both our liability and the guarantee stipulated in clause 6 lapse.
5.3. Deliveries, repair and other works which are acknowledged as inadequate by us, may only be repaired or replaced by us, the principal not being allowed to claim any compensation. No claim can be laid to reimbursements for indirect damages or costs, such as but not limited to: transport costs, harbour dues and “off-hire” for ships, income deprivations which are due to interruption of work or production losses, consequential damages, etc. Invoices of this nature by the principal or any third party cannot be recovered from us.
5.4. We cannot be held liable for damage, or any kind or on no matter what basis, to:
· products others than those repaired or delivered by us;
· products repaired or delivered by us, but to which others have carried out changes, modifications or repair without our written preceding consent.
5.5. The principal is obliged to institute any legal action on the basis of hidden defects in the delivered products, repairs and other works within six months after delivery or completion.
6. Guarantee period
6.1. Repair
The guarantee period for a revised or repaired piece of machinery is six months after delivery date on the condition that the machine was completely assembled by the selling party and is functioning under normal operating circumstances and under professional supervision. For portable machinery the guarantee period is three months after delivery. When a piece of machinery is used for more than eight hours a day, the guarantee period is halved. On parts which were overhauled or repaired by the contractor, i.e. which have not been renewed, there can be no guarantee.
6.2. Sales of new machinery and spare parts
The guarantee period for newly sold machines/spare parts is 12 months after the date of delivery on the condition that the machine is functioning under normal operating conditions and under professional supervision. Should a machine be used for more than eight hours a day, the guarantee period is halved.
6.3. The products, which were not made by Maintenance Partners, are sold to the principal without any guarantee, unless otherwise agreed.
6.4. With regard to deliveries, repairs and other works we can only be held liable for damage that is the direct and sole consequence of our intention or grave mistake. On the other hand we cannot be held liable for any intention or grave mistake on the part of an appointed person or execution agent. Unless otherwise agreed in writing, we only take on performance contracts within the framework of our repairs and other works.
6.5. Second-hand products are bought by the buying party cognizant of their state, including all possible defects (possibly due to age or use).
7. Payment
7.1. Unless otherwise stipulated all invoices are payable in cash i.e. within 30 days after the invoice date and without deduction of shortage.
7.2. In case of non-payment on the due date ipso jure debit interest will be owed on the owed amount (without a preceding reminder) at the interest rate of overdraft on current account of the National Bank of Belgium plus 4% with a minimum of 10% annually, and without this clause suspending the immediate demand of the claim.
7.3. If the invoice is not paid within 8 days after the due date ipso jure and without summons the amount of the unpaid invoice is increased with 15%, with a minimum of € 50 per invoice.
8. Annulment of the agreement
8.1. The agreement, to which these terms and conditions are applicable, is annulled ipso jure and without summons or judicial intervention in case of:
a. bankruptcy of the buying party
b. seizure of the goods and/or properties of the buying party
c. non-payment of the purchase price on the due date.
8.2. If, on the basis of the orders made by the principal, Maintenance Partners had already commenced with the production of the goods, the principal will compensate Maintenance Partners for all loss of profit and all costs and losses caused by this, if it is responsible for the annulment of the agreement.
8.3. If Maintenance Partners had not yet commenced the production of the ordered goods, the principal shall pay Maintenance Partners as conventionally agreed damages an amount of 20 (twenty) percent of the purchase price.
9. Disputes
9.1. If a clause in this agreement is annulled, it will not affect the validity of the other clauses.
9.2. In case of uncertainties, the Dutch text will have preference.
9.3. Only the courts of the cities into which our offices are located, are authorised for any disputes concerning deliveries and invoices, unless otherwise agreed.
10. Disputes
10.1. As a mutual guarantee and commitment for a fast settlement of controversies through arbitration, B.A.I. (Belgian Arbitration Institute) is charged with the appointment of arbitrators who will be authorized to settle for good any controversy arising form the current document as to the interpretation, the execution or the dissolution, in conformity with its regulations for operation that can be obtained free of charge at B.A.I., Lieven Brouwersstraat 20 at 8200 Brugge (tel. +32 (0)50/32 35 95 and fax +32 (0)50/31 37 34).
You can download the terms & conditions here.