1.1 All deliveries and other services performed by us and all payments made to us shall be governed exclusively by these Terms and Conditions of Delivery and Payment. If the customer's terms and conditions of purchase conflict with these General Conditions of Delivery and Payment, we shall only be bound by such conflicting terms and conditions if we have expressly acknowledged them by letter or fax.
1.2 Upon receipt of the goods and/or service, the Customer acknowledges the exclusive applicability of our Terms of Delivery and Payment.
2.1 Our offers are without obligation and subject to change, unless the offer explicitly states a deadline for the order. Documents relating to our offers - such as drawings, illustrations, samples and patterns, as well as size, weight, performance and consumption data - only contain or constitute approximate data and do not apply as specially agreed features, unless otherwise stipulated. We reserve the right to make changes for technical reasons.
2.2 We reserve the right of ownership and copyright to all cost estimates, drawings and other documents; they may not be disclosed to third parties or used for third-party purposes.
Acceptance of the order; supplementary agreements
3.1 Acceptance of an order and any promises or additional agreements made by our staff, as well as changes and adjustments of any kind, are only binding on us after written confirmation by letter, fax or e-mail.
3.2 Orders must be approved by Meydam Charging Solutions NV, which may, at its discretion, at any time change the terms of the customer's credit to cash, bank transfer/EFT and/or require payment of all or part of the amounts due or become due for the customer's order prior to dispatch of all or part of the products.
Price and payment terms; settlement
4.1 The prices stated in EURO are always the list prices valid on the date of delivery. They are prices ex works (EXW [Incoterms in the latest version]), excluding packaging, insurance, loading in the factory and sales tax; packaging is not taken back.
4.2 The customer undertakes to pay the full net amount of each invoice from Meydam Charging Solutions NV in accordance with the conditions of each such invoice, without set-off or deduction. Payments must be made net in cash, without any deductions or charges, pro forma or within 15 days of the invoice date. It is up to us to decide which claims or partial claims of the purchaser can be set off against these payments.
4.3 If Meydam Charging Solutions NV reasonably believes that the customer's ability to make payments may be affected or if the customer fails to pay an invoice on the due date, Meydam Charging Solutions NV may suspend delivery of an order or any remaining balance thereof until such payment has been made, or cancel an order or any remaining balance thereof.
4.4 The customer remains liable for the payment of the products already shipped and of any non-standard products ordered by the purchaser.
4.5 If the payment term is exceeded, we shall be entitled to charge interest on arrears at a rate of ten percentage points above the applicable base rate announced by the Belgian National Bank, plus collection costs, which shall total at least 12% per annum of the total claim. This shall not affect the further consequences of default in payment.
4.6 It is inadmissible for the customer to withhold payments or to set them off against counterclaims that are disputed by us.
4.7 If the customer has any claims against us, we shall be entitled at any time to set off these against our own claims against the purchaser.
4.8 For services performed within the framework of contracts for work and materials (installation, repairs, maintenance and other such work), we shall charge the hourly rates and material prices applicable at the time of delivery, increased by our applicable surcharges for overtime, night work, Sundays and public holidays; travel and waiting times shall be counted as working time. Travel expenses and day and night allowances shall be charged separately.
Performance, dispatch and standard setting
5.1 The delivery period shall begin with the dispatch of the order confirmation, whereas the performance period for installation, maintenance or repair work shall begin with the handover of the equipment. However, the delivery or performance period shall in no case commence earlier than 14 days after the customer has handed over to us the documents (e.g. technical drawings, plans, etc.), permits or approvals which he is responsible for, or when he has made the agreed advance payment.
5.2 Delivery or performance deadlines shall be extended by the duration of unforeseeable hindrances beyond our control, such as interruptions, major staff cuts, unlawful strikes, delays in the supply of essential raw materials or parts and the like, as well as by circumstances in which the risk is borne by the customer, insofar as these hindrances and/or circumstances are of a substantial nature for the non-compliance with the deadline.
5.3 We are entitled to make partial deliveries.
5.4 (i) Deliveries within the EU: EXW Incoterms in the latest version. (ii) Deliveries outside the EU: FCA Incoterms in their latest version.
5.5 Export Classification Disclaimer: Any use of the Meydam Charging Solutions NV classifications, whether EN's or a variation of the Harmonised Tariff Codes, is without recourse to Meydam Charging Solutions NV and at the risk of the customer. Export classifications are subject to change.
Transfer of Risk, Dispatch and Place of Performance
6.1 Risk shall pass to the customer as soon as the goods to be delivered or the goods on which we have performed maintenance, repair or other work have left our factory. The same shall apply to partial deliveries or in cases where we have undertaken to bear the shipping costs or to carry out the delivery, set-up, assembly, installation or other similar services. If the maintenance, repair or other work is carried out on the premises of the purchaser, the risk shall pass to the purchaser as soon as he is informed that the work in question has been completed.
6.2 If the shipment or delivery of the shipment is delayed for reasons for which we are not responsible, the risk shall pass to the customer as soon as he/she is informed that the shipment is ready for delivery.
6.3 We shall only be liable for damage in the event of gross negligence on our part.
Rights of ownership; rescission
7.1 We shall retain ownership of the goods delivered until our claims to the purchase price and all other claims we may have against the customer - for whatever legal reason - have been settled in full.
7.2 In the event of attachment, seizure or other dispositions of third parties, the customer must inform us immediately.
8.1 We give no warranty for ordinary deviations in size, weight or quality (or as tolerated by EN or DIN standards), nor for information regarding the suitability of the item(s) to be supplied for the purpose intended by the customer, or for any other specified purpose.
8.2 Unless otherwise agreed, the warranty period shall be: (i) for our battery chargers: 24 months, from the beginning of the 13th month of this period, our warranty shall however be limited to providing the materials necessary to remedy the defects free of charge; (ii) for our energy packs: 12 months for the internal battery and 24 months for the housing, from the beginning of the 13th month of this period our warranty shall however be limited to providing the materials necessary to remedy the defects free of charge.
8.3 The warranty period shall commence upon the transfer of risk in accordance with section 6. The customer must always prove that defects discovered during the warranty period were already present at the time of the passing of risk.
8.4 Warranty claims by the customer are excluded if the installation, user and operating instructions provided by us or to be requested by the customer have not been observed or if the user is not (fully) obliged to observe such instructions; if the installation work has not been carried out correctly and in accordance with the relevant standards, and in particular if it has not been carried out by a recognised installer.
Damages and product liability
9.1 We only accept unlimited liability for damages of any kind, insofar as the customer/user proves that we have caused these damages consciously and intentionally or through gross negligence. If the customer/user proves that we have caused the damage through ordinary negligence, our obligation to compensate for it is limited to the damage actually suffered and furthermore to a maximum total amount which does not exceed the total value of the order. Furthermore, such claims may only be enforced at law if they are made within six months of the damage in question becoming known.
9.2 If we are sued by a third party in court, if we have produced and delivered according to the drawings, designs, models or other documents provided by the purchaser, the customer shall indemnify us and hold us harmless.
9.3 When using the installations, machines and other items delivered by us, the customer is obliged to strictly observe all safety regulations, technical regulations, installation instructions, operating instructions and user manuals, and in particular all regulations applicable in the field of electrical engineering, and to allow only authorised skilled personnel to operate the equipment.
9.4 Any liability for damage caused by the installation or use of third-party components or replacements for our products which are not verifiably and explicitly recommended by us is excluded.
Competent courts and governing law
10.1 Any dispute concerning the entry into force, validity, interpretation, execution, suspension, termination and enforceability of these Purchase Conditions and any contract or underlying agreement governed by these conditions shall be settled exclusively by the competent courts located in the region of our registered office.
10.2 Belgian substantive law shall apply to these Purchase Conditions and to any contract or underlying agreement governed by these conditions, to the exclusion of the provisions of the United Nations Convention of 11 April 1980.
last update: 2021/01/01