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, having its registered office at 9820 Merelbeke, Poelstraat 167 and registered in the CBE 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. The absence of a response on our part to a breach of or deviation from these sales conditions, regardless of its duration or frequency, cannot be interpreted as a waiver or as acceptance of a modification of these general sales conditions.
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 clause that most closely approximates the invalid clause in purpose and scope. The nullity of one or more clauses 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 general terms and conditions in another language, 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 enter into force, stating the publication date.
Article 2: Prices and orders
The prices stated by ECCO do not include taxes and VAT. If no price is stated in connection with the order, the normal rates at the time of delivery will be charged.
The rates included in ECCO’s brochures may not be considered as 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 rise on the market or at ECCO’s suppliers or carriers, for any reason whatsoever.
Quotations are provided to the customer free of charge and bind ECCO only if they are followed within ten days by a definitive order. Otherwise, they lapse automatically.
The customer shall provide all details regarding the order as completely as possible. ECCO declines any responsibility for errors where these are the result of the customer incorrectly, insufficiently or ambiguously describing the order.
All orders placed by 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 acquired by 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, it must be stated at the time of ordering. However, the requested delivery periods are always given as a target date and do not bind ECCO.
Any delay in deliveries does not entitle the customer to claim compensation or to unilaterally cancel the order.
Unless otherwise provided, delivery periods are calculated in working days and do not take into account unforeseen delays in the event of force majeure. The following shall be regarded as cases of force majeure: general or partial strikes, lock-out, epidemics, road blockades, lack of means of transport, fire, flooding, machine breakdown, etc., and more generally any circumstance beyond ECCO’s control that results in ECCO’s factories or those of its suppliers being wholly or partially shut down, or that results in the delivery of raw materials by ECCO’s suppliers being delayed.
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 treat 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 actual and full payment of the price (including any costs, interest and compensation that may be due). As long as such ownership remains vested in ECCO, the customer is not authorised to alter the goods by subjecting them to the production process or integrating them into another product, or to mix them in any way, dispose of them, pledge them or encumber them with security interests. In the event of seizure or service of an order by a third party, the customer is obliged to notify ECCO immediately and to inform that third party of the retention of title.
Any cost or damage due to the customer having indicated a poorly located or difficult-to-access unloading place may be charged to the customer.
All goods are sold with the deviations customary for the product in question in terms of colour, volume, thickness, length, etc. and are of normal commercial quality, nothing more. ECCO’s deliveries are approximate as regards the grading of goods for roadworks (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 paid and free of charges.
In the event of force majeure, ECCO is authorised by operation of law to suspend its obligations or to cancel them unilaterally, after notifying the customer, without any possibility of recourse against ECCO. Force majeure includes, among other things: 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, whether such force majeure occurs at ECCO or 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 comments, by registered letter or by email to info@eccoproducts.eu, stating the order number and/or invoice number in the subject line.
Defects that become apparent after delivery are presumed, until proof to the contrary (to be provided by the customer), 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 previously filed.
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 moreover only address claims against the company ECCO and not against other parties (ECCO staff and/or certain subcontractors or auxiliary persons of ECCO) who have (partly) performed the agreement.
ECCO is only liable for its own, specifically proven, fraudulent or intentional fault. Where applicable, ECCO is only liable for the direct damage caused during the 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 limitations, administrative and staff costs, an increase in general costs, loss of clientele, reputational damage, or third-party claims.
ECCO’s liability towards the customer is in any case at all times limited to the invoiced value excluding VAT & other taxes, unless there is gross negligence or intentional damage.
ECCO is released from any liability where the damage is (partly) caused by the customer or a person for whom the customer is responsible, including where the damage is (partly) caused by a defect in the product.
The technical information provided by ECCO, including 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 delivered goods and, on the other hand, the photos as shown in ECCO’s (online) catalogue cannot be grounds for rejection, discount, termination of the agreement or compensation if they are of minor significance. Deviations which, taking all circumstances into account, reasonably have no or only a minor influence on the utility value of the work are always deemed to be deviations of minor significance. Deviations in the colour of the goods delivered by ECCO are always regarded as deviations of minor significance.
Furthermore, under no circumstances is ECCO 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, seizure against the customer, notification of bank credit facilities or destruction of its cover, as well as in the event of bankruptcy, 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 the order has been placed. If the customer cancels the order, ECCO has the right to claim compensation up to the amount of the actual damage incurred, with a minimum of 30% of the amount to be invoiced.
All invoices are payable to the bank accounts indicated on the invoice.
ECCO reserves the right to invoice as deliveries take place, even if those 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 of the invoice date by reasoned registered letter.
If the customer pays with a bill of exchange, a cheque or another payment instrument, this effect is accepted only as 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 claimed by ECCO.
In the event of late payment, a contractual interest of 12% is due by operation of law and without notice of default, from the due date. If payment is not made on the due date, the amount due is increased by 12% by way of liquidated damages, with a minimum of €125.00.
If the customer fails to fulfil its 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 liquidated damages and default interest stipulated above. Such suspension or termination takes place by operation of law and without notice of default and will be communicated to the customer by simple letter. Deposits paid remain acquired by ECCO.
In the event of death, bankruptcy, incapacity, WCO proceedings or liquidation/dissolution of the customer, publication of the customer’s name in seizure notices, delay in its payments to the N.S.S.O. or to the Tax Administration, or in the event of non-payment of its invoices, ECCO reserves the right to stop any delivery of goods, and in any case to demand immediate payment for the goods already delivered.
Article 8: Applicable law
These general sales conditions constitute the law between the parties and take precedence over any statutory provisions that would be contrary to them, including the rules arising from the UN Vienna Convention on Contracts for the International Sale of Goods dated 11 April 1980.
These sales conditions 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.