1. Scope

These terms of sale apply to any agreement concluded between S.A. AIP and a client. The applicability of these general terms of sale excludes that of the conditions of any other party, even if the other party’s conditions include a similar provision. Unless proven otherwise, the client recognizes that it has received and accepted these general terms of sale. Any derogation or modification invoked with regard to these general terms of sale is considered void unless it has been expressly accepted in writing by S.A. AIP.

2. Acceptance of the order

The conclusion of a sales contract is only effective at the time of written acceptance of the order by S.A. AIP. Consequently, the client can only claim goods that are included in the written acceptance of the order.

Unless otherwise agreed between the two parties, a prepayment of 100% of the proforma amount must be paid for the order to be accepted by AIP S.A.
Orders received directly or via broker agents or salesmen, and the commitments made by them, are only validly enforceable after written approval by S.A. AIP; this confirmation alone constitutes the final contract.
Goods and accessories that are not included in the acceptance of the order can be the object of an additional order and will be delivered only for additional payment. Special productions made at the client’s request cannot be cancelled once production has begun.

3. Price

Except in the case of special stipulations expressly set down in the acceptance of the order, prices are understood to be in euros, ex-warehouse of S.A. AIP (Incoterm EXW).

The prices are given before VAT and any other expenses, taxes, contributions or insurance premiums of any kind and are valid for a period of three months as from the date on which acceptance of the order is sent. After that time, the supplies will be invoiced at the price in force on the date of delivery unless S.A. AIP is responsible for the delay in delivery.

4. Terms of delivery

S.A. AIP declines any liability for the choice of the shipping agent, for the choice of the means of transport, and for the conditions and risks inherent to transport, even when the cost of the transport is borne by S.A. AIP.
A delay in delivery cannot be cause for termination of the sales contract by the client nor for payment of damages to the client. The delivery schedules given in the acceptance of the order are communicated as an indication only. The goods must be removed within 15 working days following the date of delivery given in the acceptance of the order or any other date expressly notified to the client.

5. Conditions of use and storage of products

All products must be kept in accordance with the conditions indicated on the packaging. The client must use/sell the product in compliance with the conditions for use and storage specified for each product as defined and communicated by S.A.AIP and/or must inform its clients thereof. Any infringement of these conditions of use and storage automatically precludes liability of S.A. AIP.

6. Guarantee

The quality and the number of goods are guaranteed on leaving the S.A. AIP warehouses.
If the observation of a visible defect or a hidden defect has been notified in writing in keeping with terms of Article 7 herein, within the stipulated period, and if S.A. AIP recognizes its existence, S.A. AIP can choose one of the following remedies:

• 1) either replacing the defective goods or goods not in compliance with recovery of those goods,
• 2) paying damage as compensation for direct, proven damage, which will be limited however to the amount of the invoice for the defective goods or goods not in compliance, to the exclusion of any application for other damages.

No action will be taken on complaints received after the deadline. In addition, the client shall take all necessary measures to allow for an adversarial control. S.A. AIP declines liability for any incidents and damage that could result from transport, the use of the products and non-compliance with the conditions of use and storage by users of S.A. AIP products.

7. Complaints

Any complaint from the client under these General Terms must be reasoned and notified to S.A.AIP by registered letter.

• a) In the event of a complaint for a visible defect of the goods delivered and for non-complying deliveries, within two working days of delivery;
• b) In the event of a complaint for hidden defects within five working days following the discovery or within five working days as from the time when this discovery could have reasonably intervened;
• c) The goods cannot be returned without written agreement of S.A.AIP;
• d) In any case, the client’s implementation or processing of the goods sold is equivalent to acceptance of the goods as complying and free from any visible defect.

8. Terms of payment

Payments must be made by bank transfer to the account number communicated by S.A. AIP on the invoice or on the proforma.

In the case of export, a prepayment of 100% of the amount of the proforma is required to place an order, unless otherwise agreed by both parties.

Payment must be made in the agreed currency and without compensation.

In the event of a delay in payment of invoices when due, the client automatically owes interest equal to 1.5% per additional month, no formal notification being required. In the event of total or partial non-payment of the invoice on the due date, the client will automatically owe compensation, without formal notification being required, of 15% of the unpaid amount; this compensation being equal to € 200.00 minimum. In this case, S.A. AIP reserves the right to require cash payment of any subsequent deliveries, even if these amounts have not yet fallen due.
The fact that S.A. AIP does not immediately make a claim further to the client’s failure to meet an obligation can under no circumstances be interpreted as a waiver by S.A. AIP of the right to make such a claim thereafter.

9. Liability

S.A. AIP is liable for damage caused by a defect of its product pursuant to Articles 9 and 10 of the law of 25 February 1991 on liability as a result of defective products. It cannot be held liable, however, when the damages are caused jointly by a defect in the product and the fault of the victim or a person for whom the victim is responsible.

10. Circumstances beyond control

S.A. AIP is automatically exempt, with immediate effect, of its obligation to make delivery in all cases of circumstances beyond its control and in the case whereby the goods ordered were destroyed without any fault imputable to S.A. AIP. The following notably are considered as beyond its control: wars, riots, strikes, lockout, broken machinery, fire, non-availability of equipment, raw materials or means of transport, any restrictions imposed by the public authorities.

11. Reservation of ownership

The products delivered remain the property of S.A. AIP until full payment of the price, including late payment interest and compensation if applicable. In this case, the client cannot sell the products without the prior, written agreement of S.A.AIP. In the event that payment is not forthcoming when due, S.A. AIP reserves the right to recover the products at the client’s expense.

12. Applicable law, jurisdiction

All offers, orders and/or agreements to which these general terms apply are governed exclusively by Belgian law. The courts of Liege will have jurisdiction for any dispute concerning or related directly or indirectly to such offers, all orders and/or agreements.

1. General terms of sales

Any invoice that is not contested in writing within 8 days shall be deemed to be definitively accepted. All our invoices are payable in cash. Any unpaid amount will be increased by right and without prior notice of default with interest on arrears calculated at 1% per month, from the due date of the invoice until the date of receipt of payment. In addition, any unpaid amount due will be increased by 15% as a lump-sum compensation for the prejudice suffered and the costs incurred by the failure to pay, with a minimum of €50 per unpaid invoice. In the event of a dispute, the courts of Liège shall have exclusive jurisdiction.