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 in the Belgian Crossroads Bank for Enterprises under number: 0823.113.294, unless expressly agreed otherwise in writing and signed by a statutory authorized 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 when 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 construed as standard clauses, but effectively lay down 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 cannot, regardless of its duration or frequency, be interpreted as a waiver nor as acceptance of a change 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 to a valid replacement clause that most closely approximates the purpose and intent of the invalid clause. The nullity of one or more clauses shall not affect the validity of the other 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 other languages, the content and intent 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
Taxes and VAT are not included in the prices stated by ECCO. When no price is stated as a result of the order, the standard rates applicable at the time of delivery will be charged.
The rates included in ECCO’s brochures may not be considered an offer, 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 upon ordering are subject to increase in the event of an unforeseen price increase on the market or by ECCO’s suppliers or its 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 a period of ten days. Otherwise, they lapse automatically.
The customer shall provide all details relating to their order as completely as possible. ECCO declines any responsibility for errors where these are the result of the customer’s incorrect, insufficient or ambiguous description of the order.
All orders from the customer bind ECCO only after ECCO’s acceptance by sending our order confirmation or by performing the agreement. Only this confirmation binds both the customer and ECCO. ECCO may require 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 compensation for costs and loss of profit in accordance with Article 7 of these general terms and conditions. Such termination shall occur automatically and without notice of default and will be communicated to the customer by simple letter. Any advances paid shall remain acquired by ECCO.
Article 3: Deliveries
Unless expressly agreed otherwise in writing, delivery shall be EXW (Ex-Works), at ECCO’s site, Incoterms® 2010.
If the customer wishes a delivery period, they must state this when ordering. However, the requested delivery periods are always stated as a target date 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 into account unforeseen delays in the event of force majeure. The following shall be considered events 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 shut down in whole or in part, 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 automatically 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 transfer 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 damages due). As long as such ownership remains with ECCO, the customer is not authorized 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 securities.. In the event of seizure or service of an order by a third party, the customer is obliged to notify ECCO of this immediately and to inform this third party of the retention of title.
Any costs or damage due to the fact that the customer has indicated a poorly located or difficult-to-access unloading point may be charged to the customer.
All goods are sold with the deviations customary for the product in question in terms of color, volume, thickness, length, etc., and are of normal commercial quality without further guarantees. 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 costs.
In the event of force majeure, ECCO is automatically authorized to suspend its obligations or to unilaterally cancel them, after having notified the customer thereof, without any recourse against ECCO. Force majeure includes, among others: 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, under penalty of forfeiture, be made no later than within 3 working days after delivery. Under penalty of forfeiture, the complaint must be made by means of clear and unambiguous 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 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 improper handling by the customer. The customer expressly accepts that ECCO does not warrant hidden defects.
Processing of the goods shall in any case constitute 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 other invoices.
Article 5: Seller’s liability
The customer may hold ECCO liable only on a contractual basis (and not on the basis of non-contractual liability). In the event of damage due to incorrect performance of the agreement, the customer may moreover only direct claims against the company ECCO and not against 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 the performance of the agreement. ECCO is never liable for indirect damage and consequential damage, including without limitation lost profit, loss of turnover, loss of income, production limitations, administrative and personnel costs, an increase in overhead 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 when 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, 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 the 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 constitute 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 negligible influence on the utility value of the work are always deemed deviations of minor significance. Deviations in the color of the goods delivered by ECCO are always regarded as deviations of minor significance.
Furthermore, under no circumstances shall ECCO be liable for changes to the appearance, color or structure of the goods caused by exposure to the natural elements.
Article 6: Termination
In the event of a risk of insolvency of the customer, for example (but not limited to) due to the existence of protested bills of exchange, attachment against them, notification of bank credit facilities or the loss of their 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 they have placed their order. If the customer cancels their order, ECCO has the right to demand compensation in 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 according to deliveries as they take place, even if such deliveries are partial.
The customer is required to pay invoices within the term stated on the invoice.
Complaints regarding the invoice must, under penalty of forfeiture, be made within eight calendar days after the invoice date by reasoned 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. No novation can ever be invoked. The costs associated with such payment instruments are always borne by the customer and may always be additionally charged and requested by ECCO.
In the event of late payment, a contractual interest of 12% is due by operation of law and without notice of default, as from the due date. In the event of non-payment on the due date, the amount due is increased by 12% as liquidated damages, with a minimum of €125.00.
If the customer fails to meet 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 occur automatically and without notice of default and will be communicated to the customer by simple letter. Any advances 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 attachment notices, delay of their payments to the National Social Security Office (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 constitute the law between the parties and take precedence over all statutory provisions that would be contrary to them, including the rules arising from the Vienna Sales Convention of the UN 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 submitted 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.