Please refer to our general sales conditions, below. These conditions apply to all commercial transactions.
I. GENERAL 1.1.
In the general conditions set out here, the company “OTM-Zenith NV” shall be referred to as “OTM” and its co-contractor as the “Customer”. 1.2.
Unless there is a clause or evidence to the contrary, the following shall apply:
- The Customer is deemed to have taken note of these terms and conditions and agreed to them without reservation.
- OTM is deemed to have rejected applicability of all other conditions.
II. SCOPE OF THE ORDER
The ordered item for fabrication is deemed to be realized according to the data communicated by the Customer. The Customer therefore remains responsible for any inadequacies, lack of clarity or shortcomings in provision of this data insofar as these are not intrinsically part of OTM’s obligations.
III. STUDIES – DOCUMENTS – FILMS – TOOLS 3.1.
All documentation, instructions, plans, diagrams, drawings, films or clichés (i.e. stereotypes) originating from OTM remain its property. The Customer may only use them for execution of the order. These items may not be reproduced or transferred to third parties. 3.2.
The tools, dies, prints, templates and casting moulds become the property of the Customer after full payment of its part in the items in question. They remain in the depot at the OTM workshop, which ensures their maintenance during a maximum period of 5 years after execution of the last order – Destruction of the items is permissible once this period has elapsed.
IV. IMPLEMENTATION MODALITIES
(A) TERMS A.4.1.
The delivery and/or execution periods are only valid as designations – They are deemed to be enforceable against OTM as of the day on which the Customer has complied with its obligations at each stage of execution. A.4.2.
Any request for cancellation or termination for a reason regarding exceeding an expressly imposed period, and insofar as this claim can be deemed to be well-founded, can only oblige OTM to reimburse payments made by the Client, with the exclusion of any other compensation. A.4.3.
Each missing element at the moment the term expires will only lead to a proportional deduction without prejudice to payment for that which has already been delivered and/or executed. A.4.4.
In cases of force majeure (strikes, lock-out, riots, wars, epidemics, scarcity of means of transport or labour, supply difficulties, etc.) or due to any other circumstances not attributable to OTM and which would significantly change its costs or performance, OTM reserves the right to suspend or cancel execution of the orders in question, in whole or in part, and without this suspension or cancellation leading to any right of compensation or of non-payment for that which has already been delivered.
(B) PRICE – payment B.4.5.
The prices authorized by OTM are calculated with consideration of the following factors:
- wages and material prices applicable at the time of the offer;
- the calendar and the normal conditions applicable to execution;
- the data or specifications communicated by or requested from the Customer – The prices are therefore subject to revision increasing them, in case of changes of one or other of these factors or any other element affecting the price, which might occur during execution;
- Such a revision is enforceable against the Customer as soon OTM serves notification thereof to the Customer.
OTM’s invoices are payable to its registered office and according to the specified payment conditions or, in the absence thereof, in cash and without discount. These payments automatically incur interest charges at 15% per annum, over the period from the due dates on the totality of their amounts until the day of actual payment in full. In addition, in the event of non-payment on the due dates, and after a notice of default with no full payment following within eight days, the amounts will be increased by 15%, with a minimum of €50, to cover expenses for items such as the additional administrative tasks involved in recovering the debt. Each payment by check or through a transfer does not imply any debt roll-over or exception. B.4.7.
Lack of payment or a delay allows OTM to suspend its performance and even cancel the order without prejudice to its legal right to compensation. This also applies in a case where the Customer’s solvency or viability should be significantly affected under any circumstance, even if it is completely independent of execution of the order. B.4.8.
The Customer is not permitted to apply any deduction in payment for reasons associated with the guarantee or retention. B.4.9.
The delivered goods remain the property of OTM until their prices are paid in full, even if they have undergone changes.
(C) ACCEPTANCE C.4.10.
The goods are deemed to have been accepted on delivery under the understanding that no complaint can be accepted if it is not made within five working days from receipt of the goods. In the event of duly established non-conformity of the delivered goods, OTM retains the right to replace them, in which case the Customer will not be able to terminate the order and/or claim compensation for damages. The quantity of each order depends on a tolerance margin of 10% (extra or less) with regard to the quantities ordered. C.4.11.
Anything relating to the hues and shades of colours or generally affecting the aesthetic aspect of the goods will never give rise to the refusal of acceptance. All complaints are excluded after the goods have been assembled, transformed or processed by the Customer in any manner whatsoever. C.4.12.
The goods ordered are transported at the Customer’s risk.
(D) WARRANTY D.4.13.
The warranty only covers manufacturing or assembly defects, as well as any defects that are specific to the materials used. In the case of goods that are not intrinsic parts of the item’s manufacture, the warranty conditions of the suppliers concerned will apply. Implementation of the guarantee only relates to replacement of elements that have been recognized as defective, and excludes any additional performance or compensation. D.4.14.
The warranty term runs from the date of delivery. D.4.15.
From the moment the claim is indemnified, it is the Client’s responsibility to provide proof that the required conditions are reconciled. Performance of the warranty relies on the Customer executing all its obligations prior to that. Any intervention by the Customer or a third party on the contractual goods, and which was not explicitly accepted by OTM, automatically voids the guarantee in a legal sense.
V. APPLICABLE LAW – COMPETENT JURISDICTION 5.1.
The contract is governed by the principles and legal provisions of Belgian law. 5.2.
Any dispute relating to application or interpretation of the contract shall fall under the exclusive jurisdiction of the Belgian courts governing the area in which the headquarters of OTM is registered, subject to the right of the latter to bring the dispute before any other competent court, under common law, or applicable international conventions.