ARTICLE 1 – Validity
a. These general terms and conditions apply to all offers, assignments and agreements between HAYEN LASER TECHNOLOGY BV and third parties and are considered as having been formally and explicitly accepted by the customer.
b. These terms and conditions can only be deviated from by way of an explicit written agreement and take priority over the purchasing conditions of the customer.
ARTICLE 2 – Offer / Quotation / Order Confirmation
a. Offers are free of commitment up to the written acceptance by the customer, subject to a written revocation by HAYEN LASER TECHNOLOGY BV.
b. The validity term of quotations amounts to 10 working days, unless it has been explicitly mentioned otherwise. After the validity term has expired, the conditions may be altered.
c. All images, drawings, calculations, price lists, brochures, indications of measures and sizes and all other data mentioned in the quotation have been made/given with the greatest care. HAYEN LASER TECHNOLOGY BV always gives priority to the 3D drawings that it received so that these 3D drawings have priority over other drawings or communicated measures and sizes. HAYEN LASER TECHNOLOGY BV will by no means be liable for incorrect data provided by the customer.
d. HAYEN LASER TECHNOLOGY BV is allowed to rely on the functional suitability of materials and structures onto which the works to be executed by HAYEN LASER TECHNOLOGY BV must be executed. This applies to both existing materials and structures and materials and structures set out by the customer. Therefore, HAYEN LASER TECHNOLOGY BV cannot be held liable for damage resulting from the behaviour/characteristics of materials chosen by the customer.
e. Quotations, order confirmations, drawings, calculations, models, software programmes, production models, working methods and documents that refer to the agreement or order and have been provided by HAYEN LASER TECHNOLOGY BV, as well as the corresponding copyrights and other industrial and intellectual property rights, if any, remain the property of HAYEN LASER TECHNOLOGY and can by no means be duplicated, reproduced, taken over or be made accessible or available to third parties.
f. HAYEN LASER TECHNOLOGY BV reserves the right to refuse orders without stating reasons.
g. If, after our order confirmation, the customer wishes to annul its order, all costs made by HAYEN LASER TECHNOLOGY BV will be charged to the customer, including all materials and already performed working hours, raised with an administration cost of 5% of the value of the order.
h. For all quotations, orders or sales amounting to less than 50.00 euro, a supplementary administration cost of 25.00 euro will be charged.
ARTICLE 3 – Prices
a. All prices and rates are indicated in euro and exclusive of VAT.
b. Agreed upon prices may be increased following government regulations or other coercive measures that were not known at the time the agreement was concluded.
c. Unforeseeable changes in purchase prices for raw materials and currency fluctuations, if any, may also be charged to the customer.
d. Necessary additional works or additional works explicitly requested by the customer will be invoiced according to the hourly rates applied by HAYEN LASER TECHNOLOGY BV at that time.
ARTICLE 4 – Delivery and installation conditions
a. The delivery terms given by HAYEN LASER TECHNOLOGY BV are always indicative and by no means binding unless it has been specifically established otherwise in the agreement. HAYEN LASER TECHNOLOGY BV is only bound by the delivery term if, upon the conclusion of the agreement, the number of working days has been explicitly mentioned, including a penalty clause for exceeding this term. If such clause has not been included, a reasonable delay of the term cannot give cause to any compensation for damage or to the termination of the agreement. In all cases of force majeure, the term is extended by operation of law until the cause of the force majeure has disappeared.
b. If a customer, after having placed the order, wants to include additional specifications, this may give cause to an additional cost and an extension of the delivery terms.
c. The non-timely delivery of goods by the customer releases HAYEN LASER TECHNOLOGY BV from its responsibility to deliver within the agreed upon term. HAYEN LASER TECHNOLOGY BV will by no means be bound to any compensation for damage or the replacement of the goods.
d. Unless it has been agreed upon otherwise in writing, goods are delivered and accepted ex-factory. If the customer fails to collect its order within 30 days after having been notified, HAYEN LASER TECHNOLOGY BV will be entitled to invoice extra costs to the customer for the storage of the goods in question. If the customer fails to collect its order within 60 days after having been notified, HAYEN LASER TECHNOLOGY BV will be entitled to either sell the goods or to destroy them at the expense of the customer.
e. If the customer wants the goods to be delivered elsewhere, this must be agreed upon in writing. All transportation costs and risks are at the customer’s expense. The customer is given the option to contract an insurance for this transport. Upon the customer’s request, we can contract a transport insurance at its expense.
f. Pallet boards used for transporting goods are considered as lost packaging and are charged at €5.50 per piece.
ARTICLE 5 – Warranty / Quality / Liability
a. HAYEN LASER TECHNOLOGY BV will execute the orders to the best of its ability as it can be expected according to the current state-of-the-art and the customary standards within the sector. It will pay due care and attention in providing its services and in executing the corresponding works.
b. The warranty on materials granted by HAYEN LASER TECHNOLOGY BV is limited to the warranty given by the manufacturer or supplier of the delivered products, with a minimum term as established by law.
c. HAYEN LASER TECHNOLOGY BV has been certified according to the ISO 9001 standard. As for the measures and tolerances, the standard ISO 2768-1 m applies. HAYEN LASER TECHNOLOGY BV will execute the works assigned to it in the approved manner. If upon the completion or delivery deficiencies would be established, HAYEN LASER TECHNOLOGY BV commits itself to repair these deficiencies. In other words, the liability is explicitly limited to the repair or replacement of the delivered goods by HAYEN LASER TECHNOLOGY BV.
d. The customer is compelled to thoroughly inspect the goods delivered and the works executed by HAYEN LASER TECHNOLOGY BV. Complaints about visible defects must be communicated within 24 hours after having taken over the goods on penalty of being considered null and void.
e. HAYEN LASER TECHNOLOGY BV will by no means be liable for indirect or consequential damage such as loss of production and machine failure. Only the repair or replacement of defective goods will be at its expense.
ARTICLE 6 – Invoicing and payment
a. Invoices of HAYEN LASER TECHNOLOGY BV are payable in cash and without discount at the company’s registered office, unless a payment term of 30 days has been explicitly agreed upon in writing.
b. HAYEN LASER TECHNOLOGY BV reserves the right to invoice advance payments.
c. In the absence of the full payment of an invoice within the above-mentioned term, the customer will, by operation of law and without any notice being required, be due interests at the rate of 6% per year as well as a fixed compensation for damage amounting to 10% of the balance due, the latter with a minimum of 75.00 €.
d. Upon the late payment of an invoice, HAYEN LASER TECHNOLOGY BV also reserves the right to immediately suspend the corresponding works without such entitling the customer to any form of compensation or breach of contract.
e. Upon the non-payment of one invoice, all other invoices sent to the customer will be immediately and fully due.
f. In case of a partial delivery or installation, HAYEN LASER TECHNOLOGY BV is entitled to draw up an invoice for the already executed part. The agreed upon delivery term also applies to such invoices.
g. HAYEN LASER TECHNOLOGY BV is entitled to demand at any time as from the conclusion of the contract that the customer provides sufficient guarantees to prove its solvency if there are clear indications that this solvency is in jeopardy.
h. On penalty of forfeiture, the customer must submit every complaint about an invoice to HAYEN LASER TECHNOLOGY BV no later than 7 days after the invoice date, in the absence of which the invoice is deemed having been fully accepted.
ARTICLE 7 – Retention of title, storage and risk
a. The goods delivered by HAYEN LASER TECHNOLOGY BV remain its exclusive property until after the payment of the corresponding invoices, as the case may be raised with the above-mentioned post-maturity interests, penalty clause and/or costs.
b. If the customer fails to meet its payment obligations or HAYEN LASER TECHNOLOGY BV has a well-founded fear that the customer will not meet these obligations, it is entitled, without any notice or court intervention being due, to re-collect/take back the goods delivered under the retention of title condition. The customer irrevocably authorises HAYEN LASER TECHNOLOGY BV to enter the place where these goods are located and to effectively re-collect/take back these goods, or if these have been mounted onto movable or immovable property, to dismount and re-collect/take back the goods.
c. Regardless of the time of the transfer of property, the products will be on account and at the risk of the customer as from the moment that they leave the factory, more specifically in the event of the loss of or damage to these goods, whatever the cause, and/or in case of damage caused by these goods.
d. In case the customer delivers material to HAYEN LASER TECHNOLOGY BV to be processed on its behalf, the risk for the properties of this material remains with the customer. Furthermore, in case of production faults, the customer will be responsible for delivering new material to HAYEN LASER TECHNOLOGY BV.
ARTICLE 8 – Complaints
a. Complaints about the non-conformity of the delivery and visible defects must, on penalty of forfeiture, be submitted in writing and by registered mail to HAYEN LASER TECHNOLOGY BV within 48 hours after the defects have been or, upon a thorough inspection, should have been established.
b. Hidden defects must be reported within 7 days after their establishment. On penalty of forfeiture, such hidden defects must be reported within a term of maximum 12 months after the delivery or installation of the goods in question.
c. HAYEN LASER TECHNOLOGY BV is at all times entitled to carry out the necessary repair works itself whenever a defect has been established. Invoices of third parties in connection with such repairs do not bind us in any way.
ARTICLE 9 – Early termination of the agreement
If the customer terminates the agreement or if, caused by its actions, the agreement cannot be executed, the customer will have to compensate the resulting damage and all costs already incurred. The compensation for damage is set at the fixed rate of 25% of the value of the order, to be raised with the purchase prices of the materials.
ARTICLE 10 – Force majeure
a. In case of force majeure, the execution of the agreement will be suspended as soon as the cause of the force majeure makes its execution impossible for HAYEN LASER TECHNOLOGY BV, without the customer being entitled to any compensation for damage and/or to terminate the agreement. In the event of any permanent force majeure, the customer is bound to pay for the part of the goods that has already been delivered, such in a fair proportion to the price for the complete delivery.
b. Force majeure will include but is not limited to: war, threat of war and riots, impeding measures imposed by domestic and foreign governments, fire, sabotage, general strikes, lack of transport, natural disasters, epidemics, shortages with suppliers and other unforeseeable circumstances making the execution of the agreement temporarily or permanently impossible.
ARTICLE 11 – Privacy
a. The customer’s personal data are processed by HAYEN LASER TECHNOLOGY BV in connection with its quotation for the order for customer management and accounting purposes. Customers can at all times consult their data and, if necessary, have them corrected or deleted, through such simple request, with proof of identity, to HAYEN LASER TECHNOLOGY BV. For questions or complaints regarding the processing of personal data, customers can at all times turn to the Data Protection Authority, Drukpersstraat 35, 1000 Brussels.
ARTICLE 12 – Disputes
a. Belgian law is applicable to all agreements concluded with HAYEN LASER TECHNOLOGY BV.
b. Upon any dispute, depending on the amount of the claim and the nature of the client, the courts of the legal district of HASSELT will be competent, such without prejudice to our right to refer the matter to the court of the customer’s place of residence should we deem this appropriate.
c. Before initiating a court procedure, parties will make serious efforts to come to a fair amicable settlement. This requires a prior mediation procedure according to articles 1724 and following of the Judicial Code.