General Terms and Conditions
Article 1: Applicability of the general terms and conditions
These general terms and conditions apply in full and exclusively to all commercial transactions, including any offer, quotation, (e-commerce) order and/or sales agreement of/ with ECCO, with registered office at 9820 Merelbeke, Poelstraat 167 and registered with the Crossroads Bank for Enterprises under number: 0823.113.294, unless expressly agreed otherwise in writing and signed by a statutory authorised representative of ECCO.
At the moment the customer places an order, accepts a quotation and/or signs an agreement, the customer shall be deemed to have received and accepted these general terms and conditions without reservation, even where the order was placed by telephone or orally. These general terms and conditions are published on ECCO’s website and can also be sent free of charge upon simple request.
The general terms and conditions may not be regarded as standard clauses, but effectively set out the obligations between our company and the customer. Our failure to respond to any breach of or deviation from these terms and conditions of sale cannot, regardless of its duration or frequency, be interpreted as a waiver or as acceptance of an amendment to these general terms and conditions of sale.
If any provision of these general terms and conditions proves to be null and void, the parties shall be deemed to have agreed in its place a valid replacement provision that most closely approximates the purpose and intent of the invalid provision. Nullity of one or more provisions shall not affect the validity of the remaining provisions of these terms and conditions.
In the event of a conflict between the provisions of these general terms and conditions and a separate agreement, the provisions of the agreement shall prevail.
In the event of a discrepancy between the Dutch-language general terms and conditions and the foreign-language general terms and conditions, the content and scope of the Dutch-language general terms and conditions shall prevail.
Ecco reserves the right to amend its general terms and conditions at any time. The amended general terms and conditions will be published on ECCO’s website at least 30 days before they take effect, stating the publication date.
Article 2: Prices and orders
The prices stated by ECCO do not include duties and VAT. Where no price is stated in connection with the order, the standard rates at the time of delivery will be charged.
The rates included in ECCO’s brochures may not be considered a quotation, as they may be changed by us at any time and without prior notice.
The price agreed between the parties shall apply only to the quantities ordered. If additional quantities are ordered, ECCO may charge different prices for these.
The prices stated by ECCO at the time of ordering are subject to increase in the event of an unforeseen price increase in the market or at ECCO’s suppliers or carriers, for whatever reason.
Quotations are provided to the customer free of charge, and bind ECCO only if they are followed by a definitive order within ten days. Otherwise, they lapse automatically by operation of law.
The customer shall provide all information regarding their order as completely as possible. ECCO declines any responsibility for errors where these result from the customer’s incorrect, insufficient or ambiguous description of the order.
All orders from the customer bind ECCO only after acceptance by sending our order confirmation or by performing the agreement. Only this confirmation binds both the customer and ECCO. ECCO may require a deposit upon ordering. If the customer refuses to pay the requested deposit, ECCO has the right to suspend or terminate the agreement, without prejudice to its right to compensation for costs and loss of profit in accordance with Article 7 of these general terms and conditions. Such termination shall take place by operation of law and without notice of default and will be communicated to the customer by simple letter. Deposits paid shall remain with ECCO.
Article 3: Deliveries
Unless expressly agreed otherwise in writing, delivery shall take place EXW (Ex-Works), at ECCO’s site, Incoterms® 2010.
If the customer wishes a delivery period, they must specify this when placing the order. However, the requested delivery periods are always stated as target dates and do not bind ECCO.
Any delay in deliveries does not entitle the customer to claim compensation or to unilaterally terminate the order.
Unless otherwise provided, delivery periods are calculated in working days and do not take account of unforeseen delays in cases of force majeure. The following shall be regarded as cases of force majeure: general or partial strikes, lock-out, epidemics, road blockages, lack of means of transport, fire, flooding, machinery breakdown, etc., and more generally any circumstance beyond ECCO’s control resulting in ECCO’s factories or the factories of its suppliers being wholly or partially shut down, or resulting in delays in the supply of raw materials by ECCO’s suppliers.
If the customer does not collect the delivery within one month after it has been made available by ECCO at its site, ECCO may, by operation of law and without prior notice of default, cancel the order and consider it as non-existent.
Article 4: Risk and acceptance of delivery
The risks of loss or destruction of the goods to be delivered pass to the customer as soon as they are physically made available to the customer at ECCO’s site. This applies regardless of who appoints the carrier of the goods, ECCO or the customer.
Nevertheless, the goods remain the property of ECCO until the moment of effective and full payment of the price (including any costs, interest and damages due). As long as such ownership remains with ECCO, the customer is not authorised to alter the goods by subjecting them to the production process or integrating them into another product or mixing them in any way, alienating them, pledging them or encumbering them with securities.. In the event of attachment or service of an order by a third party, the customer is obliged to notify ECCO thereof without delay and to inform such third party of the retention of title.
Any cost or damage due to the fact that the customer has indicated a poorly located or difficult-to-access unloading place may be recovered from the customer.
All goods are sold with the deviations customary for the product concerned in terms of colour, volume, thickness, length, etc., and are of normal commercial quality without further warranty. ECCO’s deliveries are approximate with regard to the grading of goods for road works (crushed stone, sand, …).
Acceptance of the goods is deemed to take place at ECCO’s site. Unless ECCO has given prior written consent, goods will not be taken back. Returns must be made in the original packaging, carriage and costs paid.
In the event of force majeure, ECCO is, by operation of law, authorised to suspend its obligations or to cancel them unilaterally after informing the customer, without any possibility of recourse against ECCO. Force majeure includes, inter alia: war, strike or lock-out, exceptional scarcity of goods, weather conditions, fire, natural disasters and/or other disasters, any disruption of the sector in general, and this both when such force majeure occurs at ECCO and at its suppliers.
Complaints regarding non-conformity of the delivery must, on pain of forfeiture, be made no later than within 3 working days after delivery. On pain of forfeiture, the complaint must be made by means of clear and precisely formulated remarks, and this by registered letter or by e-mail to info@eccoproducts.eu, stating the order number and/or invoice number in the subject line.
Defects that become apparent after delivery shall, unless proven otherwise (to be provided by the Customer), be presumed not to have existed at the time of delivery and/or to be the result of incorrect handling by the customer. The customer expressly accepts that ECCO is not liable for hidden defects.
Processing of the goods shall in any event be deemed acceptance of the goods, even if a complaint was filed beforehand.
Filing a complaint, even if accepted, does not entitle the customer to suspend or refuse payment of the corresponding invoice or other invoices.
Article 5: Seller’s liability
The customer may only hold ECCO liable on a contractual basis (and not on the basis of non-contractual liability). In the event of any damage due to incorrect performance of the agreement, the customer may furthermore only address the company ECCO and not other parties (ECCO’s staff and/or certain subcontractors or auxiliary persons of ECCO) who have (partially) performed the agreement.
ECCO is only liable for its own, specifically proven, fraudulent or intentional fault. Where applicable, ECCO is only liable for direct damage caused during performance of the agreement. ECCO is never liable for indirect damage and consequential damage, including without limitation loss of profit, loss of turnover, loss of income, production restrictions, administrative and personnel costs, an increase in general overheads, loss of clientele, reputational damage, or claims by third parties..
ECCO’s liability towards the customer is in any event at all times limited to the invoiced value excluding VAT & other duties, unless there is gross negligence or intentional damage.
ECCO is released from any liability where the damage is (also) caused by the customer or a person for whom they are responsible, even if the damage is (also) caused by a defect in the product.
The technical information provided by ECCO, inter alia via its (online) catalogue, regarding the possible uses of the goods and the method of installation/assembly is non-binding and purely indicative. The customer remains responsible for the functional suitability of the goods ordered by the customer. Functional suitability means the suitability of the material or shape for the purpose for which it is intended.
Differences between, on the one hand, the goods delivered and, on the other hand, the photos as shown in ECCO’s (online) catalogue cannot constitute grounds for rejection, discount, termination of the agreement or compensation if they are of minor significance. Differences which, taking all circumstances into account, reasonably have no or only a subordinate influence on the use value of the work are always deemed to be differences of minor significance. Differences in the colour of the goods delivered by ECCO are always regarded as differences of minor significance.
Furthermore, under no circumstances shall ECCO be liable for changes to the appearance, colour or structure of the goods caused by exposure to the elements.
Article 6: Termination
In the event of a risk of the customer’s insolvency, for example (but not limited to) due to the existence of protested bills of exchange, attachment against them, notification of bank credits or the destruction of their cover, as well as in the event of bankruptcy, judicial reorganisation (WCO) or liquidation, ECCO has the right to terminate the agreement with immediate effect and without notice of default, without prejudice to the right to claim compensation for the damage suffered by it.
Article 7: Payment
The customer is obliged to pay as soon as they have placed their order. If the customer cancels their order, ECCO has the right to claim compensation equal to the actual damage incurred, with a minimum of 30% of the amount to be invoiced.
All invoices are payable into the bank accounts indicated on the invoice.
ECCO reserves the right to invoice according to deliveries as they take place, even if these deliveries are partial.
The customer is required to pay the invoices within the period stated on the invoice.
Complaints regarding the invoice must, on pain of forfeiture, be made within eight calendar days after the invoice date by reasoned and registered letter.
If the customer pays with a bill of exchange, a cheque or another payment instrument, this instrument is accepted only as conditional payment subject to successful collection and sufficient cover. Novation can never be invoked. The costs associated with such payment instruments are always borne by the customer and may always be charged additionally and requested by ECCO.
In the event of late payment, a contractual interest of 12% shall be due by operation of law and without notice of default from the due date. If not paid on the due date, the amount due shall be increased by 12% as a fixed compensation, with a minimum of €125.00.
If the customer fails to fulfil their obligations, ECCO reserves the right to suspend or not carry out any performance of an order or all deliveries, even if a fixed delivery time has been agreed, without losing the right to payment and without prejudice to the above-stipulated compensation and default interest. Such suspension or termination shall take place by operation of law and without notice of default and will be communicated to the customer by simple letter. Deposits paid shall remain with ECCO.
In the event of death, bankruptcy, incapacity, WCO proceedings or liquidation/dissolution of the customer, publication of the customer’s name in attachment notices, delay of their payments to the R.S.Z. or to the Tax Administration, or in the event of non-payment of their invoices, ECCO reserves the right to stop any delivery of goods, and in any case to demand immediate payment for goods already delivered.
Article 8: Applicable law
These general terms and conditions of sale serve as law between the parties and take precedence over all statutory provisions that would be contrary to them, including the rules arising from the Vienna Convention on Contracts for the International Sale of Goods of the UN dated 11 April 1980.
These terms and conditions of sale are governed exclusively by Belgian law.
The parties expressly agree to consider the registered office of our company as the place of performance of this agreement.
Any dispute arising from the interpretation or performance of this agreement shall be subject to the exclusive jurisdiction of the courts of the judicial district of Bruges. ECCO nevertheless reserves the right to bring the dispute before the court of the customer’s place of residence or other places permitted by law.