GENERAL TERMS OF SALE

General provisions

The general terms of sale mentioned below are the only ones applicable to all orders placed with Ultimated NV regarding sales, services, and performances. The customer declares to be aware of and accept these general terms of sale.  

All our sales, services, and performances are exclusively subject to these general terms. Unless expressly accepted in writing by Ultimated NV, communications, conditions, and notifications, whether printed or not, on letters and other documents of the customer, shall be considered non-existent insofar as they do not correspond with these general terms.
We reserve the right to deliver the material that is the subject of the order with all the changes that may have been made by the manufacturers. The indications mentioned in photos, illustrations, drawings, etc. are provided for information only and can never give rise to any claims. 
Studies and documents provided to the customer remain the full property of Ultimated NV. 
All appointees, employees, and other representatives of the Customer are deemed to act in their name and on their behalf.

Closing of the purchase

Our quotes are always non-binding, except for sales. Orders and the special conditions concluded with our representatives only bind us after acceptance by the management. Orders are generally made using a signed order form, but can be communicated by the customer either verbally, in writing, or by email. In all cases, this will be considered a valid placed order. If a verbally placed order is not subsequently substantiated by a signed order form or by correspondence in writing or email, then the Customer, unless proven otherwise, cannot in any case invoke a lack of consent.
In the case of financing, the sale is concluded under the suspensive condition that the financing is obtained within a maximum period determined at the time of ordering. 
In the repair estimates for which the costs are borne by the customer, account will be taken of the prices in effect at the time of the preparation of the estimate. We expressly reserve the right to charge the prices that are applicable at the time of the execution of the works. If certain parts need to be replaced during the execution of works, the costs thereof will be invoiced to the customer at the prices in effect at the time of the execution of the works. 

Delivery - term 

Our goods are deemed to be delivered at our workshops for dispatch. 

The delivery period is given only as an indication and is not strictly applicable. This period will be automatically extended in the event of force majeure, strike, war, flood, etc. In the case of definitive impediment, independent of our will, our obligations will definitively come to an end without possible recourse, for any reason, due to the customer. 
For the delivery of materials, the period only begins after receipt of all data and guidelines that should make it possible to execute the order. For repairs, the period only starts after the customer's agreement with our specifications and provided that the materials are deposited in our workshops. Furthermore, we are released from all obligations regarding the period when the payment terms are not complied with by the customer or when changes are made during the execution of the order. 
If the buyer does not take receipt of the purchased materials at the agreed time, and after a registered notice of default to fulfil his obligations within a new period of ten days from the dispatch of the registered letter, we will have the choice: 
either to demand the performance of the contract, subject to compensation for damages; 
or to assume that the sale is considered dissolved. 

In the event of dissolution of the sale due to the fault of the buyer, we will have the right to claim a flat-rate compensation equal to 10% of the agreed price excluding tax, with a minimum of 400 euros. 

Price 

Unless otherwise stated, our prices apply in our factories or warehouses, and all taxes, duties and charges are the responsibility of the customer. Our prices are automatically and without notice subject to market fluctuations and will be definitively determined taking into account the prices set by our factories and/or suppliers that are applicable on the day of availability to the customer. 

The material is not insured by us, unless expressly requested by the customer and at their expense. 

Acceptance 

The signature of the customer or their staff on the receipt report also signifies acceptance thereof. In the event of reservation or refusal to sign this report, the material will be considered accepted, unless the customer informs us within 48 hours of the reasons for this, with supporting evidence. 

In all other cases, any complaint, in order to be admissible, must be communicated to us in writing and by registered mail within 8 days of delivery. 

Transport

The transport and, in general, all handling operations and the delivery on site, are at the customer's expense, risk and danger;  the customer must check the shipments upon arrival and, if necessary, seek recourse against the carriers. If no objection is raised upon receipt of the goods, the transport company cannot be held liable for any damage. In that case, N.V. Ultimated cannot compensate for the damaged goods.  The packaging is invoiced at cost price and is not returnable. 

Assembling 

Unless otherwise agreed, the assembly will be carried out by us, at the customer's expense, at the location specified by him. 

To this end, the customer will provide us free of charge with the necessary materials and personnel, without any liability on our part. 

Warranty 

We warrant the purchased materials in accordance with the warranty conditions provided by the manufacturer. With respect to consumers, in the sense of individuals making purchases outside their professional or commercial activities, we warrant the purchased materials for a period of two years from the date of delivery. 

The customer invoking the warranty is obliged to inform us immediately, failing which his rights will lapse, and to return the deemed defective parts at his own expense for examination. 

We are released from our warranty when the materials have been repaired by third parties or when the parts are replaced by others, non-original parts. Also excluded from the warranty are parts, damages, accidents, etc. due to excessive or abnormal use, lack of care, insufficient maintenance, negligence or inexperience of the person using the materials. 

Our liability under warranty does not extend the duration of the warranty in any way. The warranty will automatically cease in the event of relinquishment or transfer of the materials. The same applies when the delivered materials are not paid for by the agreed due date. 

For parts that have been treated outside the manufacturer's factories, only the warranty of the manufacturer of those parts will apply, excluding the warranty that is the subject of this article. 

N.V. Ultimated shall never be liable, nor held responsible for any direct or indirect damage, claims from third parties, suffered by the customer due to downtime or immobilisation of the equipment in our workshops, on the sites or at the customer's location.

Payment 

All invoices from Ultimated NV are payable  within thirty (30) calendar days from the shipping date as stated on the invoice, net without discount, unless otherwise agreed in writing. In case of non-payment or only partial payment within the stipulated periods, the invoice amount will automatically and without notice be increased by a flat-rate compensation of 15% of the total invoice amount with a minimum of 200 Euros. The outstanding balance will incur an interest of one percent per month from the due date of the invoice, with each commenced month counting as a completed month. All collection costs, including judicial or extrajudicial reminders, shall always be borne by the customer. All other outstanding amounts will then be immediately and fully due by the customer.

For both the delivery of goods and services and for the execution of works, it applies that Ultimated NV may charge a deposit of 50% upon ordering, and that the order only becomes final upon receipt of payment of the deposit invoice. If applicable, Ultimated NV will inform the customer of this prior to acceptance.

Retention of title 

It is expressly agreed between the parties that, contrary to Article 1583 of the Civil Code, the transfer of ownership of the sold material shall only take place after full payment of the agreed price, including the principal amount, any interest and costs. The transfer of risk occurs at the moment of delivery. If the buyer fails to fulfil their obligations, the seller will consider the sale to be automatically dissolved fourteen days after sending a notice of default and will demand the return of the material, at the buyer's expense. The latter accepts, both now and then, that the seller's damages will be determined at an amount of 250 euros per day of delay, without prejudice to any other compensation that may be owed, when the seller cannot reclaim the material due to the fault of the buyer.

 In this case, all amounts paid by the buyer will remain acquired, as a fixed and irrevocable compensation for damages, without prejudice to any further compensation and interest if applicable. 

Indemnity arrangement 

Any claim based on hidden defects must be made by the buyer within 2 months of discovering the defect, failing which the claim will be inadmissible in accordance with Article 1648 of the Civil Code. 

This claim must also be made within one year of delivery, under penalty of expiry. If there is liability on the part of the seller, the buyer must provide concrete proof of the damage. If the complaints are found to be admissible and well-founded, the seller's obligation is limited to replacing or repairing the defective or damaged goods, and the damage can be at most equal to the cost price of the sold good. No other damage of the buyer or a third party is eligible for compensation. Any liability of the seller is excluded in any case when the damage would have been caused by the combination of a defect in the product and the fault of the victim or a person for whom the victim is responsible. This claim must also be made, under penalty of expiry, by consumers, in the sense of persons who make purchases outside their professional or commercial activities, within two years of delivery; by others than consumers, this claim must be made, under penalty of expiry, within one year of delivery.

Legal provision 

Only Belgian Law and the provisions of Belgian Legislation apply to all our agreements.

For all disputes, only the Courts of Antwerp are competent.