Article 1: Applicability of general terms and conditions

These general terms and conditions apply exclusively and without exception to all commercial transactions, including any offer, quotation, (e-commerce) order, and/or sales agreement with or from ECCO, whose registered office is located at Poelstraat 167, 9820 Merelbeke, and which is registered in the KBO under number 0823.113.294, unless explicitly agreed otherwise in writing and signed by a legally authorized representative of ECCO.

By placing an order, accepting a quotation, and/or signing an agreement, the customer is deemed to have received and unconditionally accepted these general terms and conditions, even if the order was placed by phone or verbally. These general terms and conditions are published on the ECCO website and can also be provided free of charge upon simple request.

The general terms and conditions shall not be considered as standard clauses but effectively establish the contractual obligations between our company and the customer. The absence of a response from our side to a breach or deviation from these sales conditions—regardless of its duration or frequency—shall not be interpreted as a waiver, nor as acceptance of any modification of these general terms and conditions.

If any provision of these general terms and conditions is found to be invalid, the parties shall be deemed to have agreed on a valid replacement provision that approximates the original provision as closely as possible in terms of purpose and intent. The invalidity of one or more provisions shall not affect the validity of the remaining provisions.

In the event of a conflict between these general terms and conditions and a separate agreement, the provisions of the agreement shall prevail.

In case of discrepancy between the Dutch version of these general terms and conditions and any other language version, the Dutch version shall take precedence in terms of content and interpretation.

ECCO reserves the right to amend these general terms and conditions at any time. The revised terms and conditions will be published on the ECCO website at least 30 days before they take effect, with the publication date clearly stated.

Article 2: Prices and orders

The prices provided by ECCO do not include taxes or VAT. If no price is specified at the time of ordering, the standard rates at the time of delivery will be applied.

The prices listed in ECCO brochures should not be considered as an offer, as they may be changed at any time and without prior notice.

The price agreed upon between the parties applies only to the ordered quantities. If additional quantities are ordered, ECCO may apply different prices.

The prices indicated by ECCO at the time of ordering are subject to increase in the event of unexpected market price fluctuations or price increases from ECCO’s suppliers or carriers, for any reason.

Quotations are provided free of charge to the customer but only bind ECCO if followed by a final order within ten days. Otherwise, they expire automatically.

The customer must provide complete and accurate details regarding their order. ECCO disclaims any liability for errors resulting from incorrect, incomplete, or ambiguous order descriptions by the customer.

All customer orders only bind ECCO upon acceptance, either through the issuance of an order confirmation or by execution of the agreement. Only this confirmation binds both ECCO and the customer. ECCO reserves the right to request an advance payment upon ordering. If the customer refuses to pay the requested advance, ECCO has the right to suspend or terminate the agreement, without prejudice to its right to claim reimbursement of expenses and loss of profit, in accordance with Article 7 of these general terms and conditions. Such termination occurs automatically and without formal notice, and will be communicated to the customer in writing. Any advance payments made remain acquired by ECCO.

Article 3: Deliveries

Unless expressly agreed otherwise in writing, delivery is made EXW (Ex-Works), at the ECCO site, Incoterms® 2010.

If the customer requires a specific delivery period, it must be indicated at the time of ordering. However, the requested delivery times are always provided as target dates and do not bind ECCO.

Any delivery delays do not entitle the customer to claim compensation or to unilaterally cancel the order.

Unless otherwise stated, delivery times are calculated in business days and do not take into account unexpected delays due to force majeure. The following are considered force majeure events: general or partial strikes, lockouts, epidemics, road blockages, lack of transport, fire, flooding, machine breakdowns, etc., as well as any other circumstance beyond ECCO’s control that results in the partial or complete shutdown of ECCO’s factories or those of its suppliers, or that delays the supply of raw materials from ECCO’s suppliers.

If the customer fails to collect the order within one month after it has been made available at the ECCO site, ECCO may, by right and without prior formal notice, cancel the order and consider it null and void.

Article 4: Risk and acceptance of the delivery

The risk of loss or destruction of the goods to be delivered transfers to the customer as soon as they are physically made available to the customer at the ECCO site. This applies regardless of whether ECCO or the customer appoints the carrier.

However, the goods remain the property of ECCO until the full and effective payment of the purchase price (including any applicable costs, interest, and damages) has been made. As long as such ownership remains with ECCO, the customer is not authorized to alter the goods by subjecting them to the production process, integrating them into another product, mixing, disposing of, pledging, or encumbering them in any way. In the event of seizure or a third-party claim, the customer must immediately notify ECCO and inform the third party of ECCO’s retention of title.

Any costs or damages resulting from the customer designating an inconvenient or difficult-to-access unloading location may be charged to the customer.

All goods are sold with customary variations in color, volume, thickness, length, etc., which are inherent to the product in question, and are of standard commercial quality. ECCO’s deliveries are made in approximate conformity regarding the grading of materials used for roadworks (crushed stone, sand, etc.).

The acceptance of goods is deemed to take place at the ECCO site. Unless prior written agreement has been obtained from ECCO, goods cannot be returned. Any returns must be sent in the original packaging, free of freight and costs.

In the event of force majeure, ECCO is legally entitled to suspend its obligations or unilaterally cancel the agreement, after notifying the customer, without any recourse against ECCO. Force majeure includes, but is not limited to: war, strikes or lockouts, exceptional scarcity of goods, weather conditions, fire, natural disasters and/or other catastrophes, any disruption of the sector in general, whether such force majeure occurs at ECCO or its suppliers.

Complaints regarding non-conformity of the delivery must be submitted within 3 working days after delivery, otherwise they will be deemed invalid. To be valid, complaints must be submitted in a clearly formulated manner, either by registered letter or by email to info@eccoproducts.eu, stating the order number and/or invoice number in the subject line.

Defects that appear after delivery are, unless proven otherwise by the customer, presumed not to have existed at the time of delivery and/or to be the result of improper handling by the customer. The customer expressly acknowledges that ECCO is not liable for hidden defects.

The processing of the goods shall in any case be considered as acceptance of the goods, even if a complaint was previously submitted.

Submitting a complaint, even if accepted, does not entitle the customer to suspend or refuse payment of the corresponding invoice or any other invoices.

Article 5: Liability of the seller

The customer may only hold ECCO liable on a contractual basis (and not on the basis of non-contractual liability).  In the event of damage due to improper performance of the agreement, the customer may only take action against ECCO as a company and not against other parties (ECCO’s employees and/or certain subcontractors or auxiliaries) who have partially or fully executed the agreement.

ECCO is only liable for fraudulent or intentional misconduct that has been concretely proven. In such a case, ECCO is only liable for direct damages that occur during the execution of the agreement. ECCO shall never be liable for indirect or consequential damages, including, without limitation, lost profits, loss of turnover, loss of revenue, production limitations, administrative and personnel costs, increased general expenses, loss of clientele, reputational damage, or claims from third parties.

In any case, ECCO’s liability towards the customer shall always be limited to the invoiced value, excluding VAT and other taxes, unless there is a case of gross negligence or intentional harm.

ECCO shall be released from any liability if the damage is (partially) caused by the customer or a person for whom the customer is responsible, even if the damage is (partially) caused by a defect in the product.

The technical information provided by ECCO, including but not limited to its (online) catalogue regarding the possible uses of the goods and their installation or assembly methods, is non-binding and purely indicative. The customer remains solely responsible for the functional suitability of the ordered goods. Functional suitability refers to the appropriateness of the material or form for the intended purpose.

Differences between the delivered goods and the photos displayed in ECCO’s (online) catalogue cannot be a reason for rejection, discount, contract termination, or compensation if they are of minor significance. Deviations that, considering all circumstances, have no or only a negligible impact on the functional value of the work shall always be deemed of minor significance. Variations in the colour of goods supplied by ECCO shall always be regarded as minor deviations.

Furthermore, ECCO shall, under no circumstances, be liable for any changes in the appearance, colour, or structure of the goods caused by their exposure to natural elements.

 

 

 

Article 6: Termination

In the event of a risk of the customer’s insolvency, for example (but not limited to) due to protested bills of exchange, seizure of assets, declaration of bank credit, or the loss of financial coverage, as well as in the case of bankruptcy, judicial reorganization, or liquidation, ECCO has the right to terminate the agreement with immediate effect and without prior notice of default, without prejudice to its right to claim compensation for any damages suffered.

Article 7: Payment

The customer is obliged to make payment as soon as they place an order. If the customer cancels their order, ECCO has the right to claim compensation for the actual damages incurred, with a minimum of 30% of the invoiced amount.

All invoices are payable to the bank accounts specified on the invoice.

ECCO reserves the right to issue invoices as deliveries take place, even if these deliveries are partial.

The customer is required to pay invoices within the payment term stated on the invoice.

Complaints regarding an invoice must be submitted by registered and reasoned letter within eight calendar days from the invoice date; otherwise, they will be deemed inadmissible.

If the customer makes payment by bill of exchange, cheque, or another payment instrument, it shall only be considered as conditional payment, subject to successful processing and sufficient funds. Under no circumstances can this be regarded as a novation of debt. Any costs associated with such payment instruments are always borne by the customer and may be additionally charged and collected by ECCO.

In case of late payment, a conventional interest rate of 12% will be due automatically and without prior notice, starting from the due date. If payment is not made on the due date, the outstanding amount will be increased by 12% as a fixed compensation, with a minimum of €125.00.

If the customer fails to fulfill their obligations, ECCO reserves the right to suspend or cancel any order or delivery, even if a fixed delivery date has been agreed upon, without losing the right to payment and without prejudice to the aforementioned compensation and late payment interest. This suspension or termination shall take effect automatically, without prior notice, and will be communicated to the customer by simple written notification. Any advance payments made remain acquired by ECCO.

In the event of the customer’s death, bankruptcy, incapacity, judicial reorganization, liquidation/dissolution, publication in seizure notices, payment delays to the National Social Security Office (R.S.Z.) or the Tax Administration, or non-payment of invoices, ECCO reserves the right to halt all deliveries of goods and to demand immediate payment for goods already delivered.

Article 8: Applicable law

These general terms and conditions of sale serve as the governing law between the parties and take precedence over any conflicting legal provisions, including those arising from the United Nations Convention on Contracts for the International Sale of Goods (CISG) of April 11, 1980.

These terms and conditions are exclusively governed by Belgian law.

The parties expressly agree that the registered office of our company shall be considered as the place of performance of this agreement.

Any dispute arising from the interpretation or execution of this agreement shall fall under the exclusive jurisdiction of the courts of the judicial district of Bruges. However, ECCO reserves the right to bring the dispute before the court of the customer’s domicile or any other jurisdiction permitted by law.