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STANDARD TERMS AND CONDITIONS OF SALE

Unless otherwise stipulated in writing by ADVANCED CONSTRUCTION CHEMICALS BV and signed in agreement, the commitments entered. into by them are subject to the following terms and conditions. Any general and/or special terms and conditions on documents from the principal are expressly excluded, even if they are not expressly rejected in the agreement.

Quotations

Unless otherwise stipulated, quotations made by ADVANCED CONSTRUCTION CHEMICALS BV are valid for 30 days. ADVANCED CONSTRUCTION CHEMICALS BV is only bound by its quotation if the principal hands a copy of the agreement to ADVANCED CONSTRUCTION CHEMICALS BV, signed in agreement, within this period, it being understood that agreements signed by their agents are only binding on them after written confirmation by them, even if the agents have failed to mention the conditional nature of their action.

Deliveries

In order to commit our firm, every order must be confirmed by ADVANCED CONSTRUCTION CHEMICALS BV. Goods are transported at the expense of the customer and at the latter’s risk as soon as they are loaded in the warehouses of ADVANCED CONSTRUCTION CHEMICALS BV. Delivered goods will be neither taken back nor exchanged. Deliveries can only be effected insofar as stocks are available. We take all useful steps in order to respect the terms of delivery and we do not under any circumstances accept any penalty of delay. Delivery dates indicated should always be considered approximate. A delay in the delivery may not in any case lead to a cancellation of the order. The goods remain the property of ADVANCED CONSTRUCTION CHEMICALS BV until all outstanding invoices have been paid, even if the goods have undergone processing. Parties agree that all material of the buyer stored in the warehouses of the seller, can be retained by the seller as a warranty until all outstanding invoices are settled. The buyer is obliged to take back or process at his expense all empty packing or any waste material.

Complaints

Complaints concerning defects in the quality and/or conformity of the products delivered must be sent to ADVANCED CONSTRUCTION CHEMICALS BV within five days of delivery by registered mail and are only admissible if it can be proved that the defect which is the subject of the complaint existed when the goods were loaded into ADVANCED CONSTRUCTION CHEMICALS BV’s warehouses. In the event of a hidden defect, the period runs as of the moment when the defect can be observed. Should the complaint be founded, ADVANCED CONSTRUCTION CHEMICALS BV is only obliged to replace the delivered products and not to provide compensation. Lodging a complaint does not release the customer from their obligation to pay. ADVANCED CONSTRUCTION CHEMICALS BV cannot be held liable for failure to deliver further to circumstances beyond its control, such as breach of contract by its supplier, or for the unprofessional use of the products delivered on the part of the customer.

Payment

Unless otherwise agreed in writing, each invoice is payable immediately at the registered office of ADVANCED CONSTRUCTION CHEMICALS BV. All the invoices are to be paid in EUR unless otherwise stipulated. The risk of change, if any, is chargeable to the buyer. Our agents or representatives do not have authority to collect the amount of the invoice except explicit stipulation. In the event of the failure to pay after the expiry of the agreed period, interest on arrears of 16% per annum is payable ipso jure and without formal notice, along with flat-rate compensation of 20%. The minimum amount of any such compensation shall be 100 EUR. ADVANCED CONSTRUCTION CHEMICALS BV shall then be entitled to retain all other orders and will consider all contracts in progress as annulled, within any costs already incurred being payable by the customer. Should an invoice remain unpaid on the due date, all invoices shall immediately become due for payment, regardless of their original date of maturity. The conditions of this contract shall not be modified in any way by the drawing or acceptance of a bill of exchange or by any other arrangement, nor shall any such act constitute a novation.

Termination of contract

Should the buyer fail to honor his engagements, we may consider the contract cancelled and a letter sent by recorded delivery by us to the buyer shall be evidence of our exercise of this right. Such action shall not in any way limit or prejudice our other rights. Should the contract be terminated by the customer, the latter shall be liable for 35% of the price as flat-rate compensation, plus the price of materials already purchased for the customer. If in our opinion there is deterioration in the creditworthiness of the buyer on account of measures of judicial execution against the buyer and/or other negative demonstrable events, we reserve the right to suspend all or part of any contracts in operation and to ask the buyer to provide such guarantees as we may deem proper to ensure the fulfillment by the buyer of his engagements under the contract. Such request may be made before or after the delivery of all or part of any order. Should the buyer fail to meet any reasonable demand for such a guarantee, we shall have the right to cancel all or part of any contracts in operation. Such action shall not in any way limit or prejudice our other rights for damages and interests.

Retention of title clause

Until payment in full to us for the goods, the goods shall remain our property. Notwithstanding the foregoing, the risk in the goods and all liability to third parties in respect thereof shall pass to the buyer on delivery. The buyer shall be entitled to transform the goods or to incorporate them in a new product or products. In that case we reserve to ourselves the legal and equitable title to the final product or products into which the goods are incorporated or mixed. The buyer shall store the final products separately and property of these products shall remain with us until full payment will have been made to us for the goods. The buyer may sell the goods in the normal course of his business on condition that the buyer, in a fiduciary capacity as bailee of the goods, and for so long as he has not fully discharged his debt to us, shall hold and pursue claims for the proceeds of their sale equal to the price of the goods for and on behalf of us. The buyer shall fully pursue such claims and if necessary, shall recover the sums due by Legal process. The buyer shall if so required by us, allow us to conduct in the buyer’s name legal proceedings in respect of the monies due on the sale of the goods. Any sums recovered by us as a result of such proceeding (including sums accepted by us in settlement thereof whether or not equal to the sums claimed) shall be applied to the payment of the monies due to us from the buyer and then to the reasonable costs incurred by us in the course of such proceedings. Any balance remaining shall be paid to the buyer. 
Prior to the sale of the goods, the buyer shall, so far as reasonably practicable, store the goods separately from similar goods of the buyer, mark the goods as our property and shall not remove, obliterate or in any manner alter any label, mark or other means we may have of identifying the goods.

Disputes

Disputes arising out of this contract shall be referred to the Courts of Antwerp, at our discretion, to the Courts having jurisdiction at the buyer’s domicile.