General terms and conditions

1. Definitions

1.1 These general terms and conditions apply to all quotations, orders, deliveries, and invoices of GSS nv (hereinafter "G.S.S."), located at Voortbeemden 2, 2400 Mol, RPR Antwerp, Turnhout division, with company number 0817.452.751, and to all agreements between GSS and its customer (hereinafter the "Buyer").

1.2 These general terms and conditions always take precedence over any general terms and conditions of the Buyer or a third party, unless G.S.S. has expressly accepted the application of the Buyer's general terms and conditions in writing prior to the conclusion of the agreement.

1.3 The Buyer declares that they accept these general terms and conditions and are bound by them.

2. Quotations, ordering and acceptance

2.1 Every quotation or order is always non-binding and does not bind G.S.S. as such. An agreement is only concluded once G.S.S. has confirmed the Buyer's order.

2.2 All product information is provided for indicative purposes only. Any verbal agreements and/or commitments made by G.S.S. staff or by representatives on behalf of G.S.S. shall only bind G.S.S. if they have been expressly confirmed by G.S.S. in writing.

3. Delivery

3.1 The delivery or performance deadlines proposed in the quotation are purely indicative, unless expressly stipulated otherwise. G.S.S. is not liable for any loss or damage resulting from a delay in delivery or failure to deliver caused by a reason beyond G.S.S.'s reasonable control. In the event of a delay caused by circumstances beyond G.S.S.'s control, G.S.S. reserves the right to cancel the order or reschedule the shipment within a reasonable period.

3.2 The Buyer is obliged to take delivery of the goods supplied by G.S.S. at the agreed time and to provide the necessary space for the Goods to be delivered. At the time of delivery, the Buyer must sign the delivery note as proof of receipt.

3.3 A delay in delivery does not, in principle, entitle the Buyer to cancel an order or claim damages. In the event of an abnormal delay in delivery, the Buyer has the right to dissolve the purchase by registered letter and without judicial intervention, provided that G.S.S. has still not delivered within a period of thirty (30) days after G.S.S. has been given notice of default by the Buyer by registered letter. The Buyer expressly waives any other possible remedy, in particular but not limited to the awarding of any form of damages.

3.4 G.S.S. reserves the right, at its discretion, to make partial deliveries of the goods and to invoice these shipments separately. G.S.S. reserves the right to terminate or interrupt a shipment of goods in transit and to withhold shipments in whole or in part if the Buyer fails to make a payment to G.S.S. by the due date, or otherwise fails to fulfil its obligations. In the event of such a delay, the Buyer is not entitled to refuse delivery, nor is the Buyer released from any obligation. If the delay is due to the Buyer, G.S.S. has the right to place the goods in storage at the risk and expense of the Buyer.

3.5 Unfinished orders can only be cancelled with the written consent of G.S.S. and subject to payment of cancellation fees equal to 30% of the value of the quotation, with G.S.S. reserving the right to claim full compensation for proven damages in excess of this amount. Unfinished orders cannot be modified except with the written consent of G.S.S. and after agreement between the parties regarding the appropriate adjustment of the purchase price. The Buyer will receive no credit for goods returned without the prior written consent of G.S.S.

4. Prices and payment terms

4.1 The prices stated in the quotation are valid for fifteen (15) days following the date of the quotation, unless the parties have expressly agreed otherwise in writing. All prices are exclusive of VAT. All prices are subject to potential adjustment due to specifications, quantities, raw materials, special packaging, production costs, shipping methods, exchange rates, or other conditions that are not part of the original quotation. These price adjustments will be communicated to the Buyer in advance.

4.2 All bank charges and transfer fees are to be borne by the Buyer. The Buyer must take this into account when making payments. Payments must be made in EURO.

4.3 If a deposit is charged, the Buyer is obliged to pay the relevant invoice no later than three days before the proposed delivery date. The Buyer must pay the balance of the invoice within thirty (30) days of the invoice date, unless otherwise agreed in writing.

4.4 Any protest regarding invoices must be notified to G.S.S. by the Buyer in writing, with detailed reasons, and by registered post within eight (8) calendar days, failing which the invoice shall be deemed accepted by the Buyer. No complaint entitles the Buyer to suspend or postpone payment in whole or in part.

4.5 In the absence of full payment by the due date, late payment interest of ten per cent (10%) per annum shall be due on the invoice amount by operation of law and without prior notice of default, from the due date until the day of full payment. The mere expiry of the payment term shall serve as a notice of default in accordance with Article 1139 of the Old Civil Code. Furthermore, in the event of non-payment or incomplete payment, a fixed compensation of ten per cent (10%) calculated on the principal amount of the invoice (incl. VAT), with a minimum of fifty (50) euros, shall be due by operation of law and without prior notice of default.

4.6 G.S.S. reserves the right to request full or partial payment by way of a deposit from the Buyer, or to request other security, if G.S.S. judges in good faith that the Buyer's financial situation does not permit the application of the above payment terms. In the event that an invoice remains unpaid on its due date, G.S.S. is entitled to demand immediate payment of all other invoices by the Buyer, regardless of the due dates of those other invoices.

5. Taxes and other costs

5.1 Prices of Goods are exclusive of all value-added tax and any other taxes and levies imposed in connection with the sale, delivery, or use of the goods covered herein, all of which shall be borne entirely by the Buyer.

6. Retention of Title

6.1 Notwithstanding Article 1583 of the Old Civil Code, G.S.S. retains ownership of the goods sold to the Buyer until the price of these goods has been paid in full, including principal, interest, and costs.

6.2 The provisions of Article 6.1 do not affect the transfer of risk. From the moment the goods are ordered by the Buyer, the Buyer bears all risks, including cases of force majeure and destruction. The storage of the goods pending delivery or collection is at the Buyer's risk.

7. Conformity

7.1 Every delivery of Goods shall be inspected immediately upon receipt by the Buyer. Complaints regarding visible defects must, under penalty of forfeiture, be reported to G.S.S. in writing within 8 working days of delivery.

7.2 Complaints due to visible defects are only valid and will only be investigated on the condition that the sold Goods have not yet been put into use by the Buyer. Such complaints do not suspend the Buyer's payment obligation. Any complaint is no longer possible after the Goods have been used or processed by the Buyer.

7.3 The Buyer accepts and acknowledges that G.S.S. may also invoke against the Buyer the exceptions, exonerations, and warranty limitations that the manufacturer may invoke against G.S.S.

7.4 After acceptance of the Goods, the liability of G.S.S., except in cases of intent or gross negligence, is limited to any hidden defects.

7.5 The liability of G.S.S. for any hidden defects in the Goods supplied by G.S.S. is limited to defects that manifest themselves after the delivery of the Goods. Any hidden defects must, in any case, under penalty of forfeiture of recourse, be reported immediately and no later than eight (8) calendar days after discovery of the defect. Every complaint must be formulated and documented in writing. Goods that have not been stored correctly cannot give rise to claims for hidden defects. Such complaints do not suspend the Buyer's payment obligation.

7.6 In the event of a visible or hidden defect for which G.S.S. is liable, G.S.S. shall, at its discretion, provide for either (i) a replacement of the defective Goods, or (ii) the repair of the defective Goods, or (iii) a price reduction (in the event of a full refund, the defective Goods must be returned).

8. Product warranty and return of Goods

8.1 The warranty on goods supplied by G.S.S. is limited to the warranty to which it is contractually or mandatorily bound by law towards the Buyer. The warranty only covers a lack of conformity existing at the time of delivery and provided that the good has been used in accordance with the technical data sheet. Goods that have not been stored or used correctly cannot give rise to a warranty claim.

8.2 G.S.S. goods are under no circumstances automatically taken back. Exceptions to this rule are Goods that exhibit a defect for which G.S.S. is liable, and this only subject to express prior agreement.

8.3 G.S.S. does not accept complaints regarding thermal and mechanical post-treatments.

9. Termination of the agreement

9.1 G.S.S. has the right to terminate the agreement with the Buyer at any time, with immediate effect, without judicial authorisation, without prior notice of default, and without payment of any compensation, in the following cases:
The Buyer files for their own bankruptcy, is declared bankrupt, or requests a suspension of payments; or
A decision is taken and/or steps are initiated for the liquidation of the Buyer, the termination of the Buyer's business activities, the sale of the Buyer's business activities, or a material change in the nature of the Buyer; or
The Buyer fails to fulfil, or fails to fully fulfil, any material contractual terms or obligations towards G.S.S.; or
The Buyer fails to pay an invoice amount or any part thereof within the specified period; or
An attachment is levied on all or part of the Buyer's assets; or
G.S.S. has reasonable grounds to doubt that the Buyer will not fulfil its obligations towards G.S.S.; or

9.2 In the event of termination, G.S.S. reserves the right to claim compensation for costs and damages suffered by G.S.S., and all claims of G.S.S. against the Buyer shall become immediately due and payable.

10. Force majeure

10.1 If G.S.S. is unable to fulfil its obligations due to force majeure, it shall not be liable to the Buyer. In the event of force majeure, G.S.S. is not liable for any penalty or damages.

10.2 Force majeure is defined as: any external cause, as well as any circumstance which cannot reasonably be attributed to its risk, such as, for example: delays by or non-performance by our suppliers regarding, among other things, foreign merchandise and primary raw materials, internet failures, hacking of the website, power failures, email traffic failures, and failures or changes in technology provided by third parties, transport difficulties, lock-outs, general mobilisation, state of war or revolution, adverse weather conditions, strikes, government measures, supply delays, obstacles to the receipt of fuels required for normal production, negligence of our suppliers and/or manufacturers as well as auxiliary persons, staff illness, pandemics, defects in auxiliary or transport equipment, and all circumstances independent of the will, are expressly considered as force majeure.

11. Protection of personal data and information exchange

11.1 G.S.S. processes the personal data provided by the Buyer in accordance with the privacy policy which can be found on our website.

12. Amendment of General Terms and Conditions of Sale

12.1 G.S.S. reserves the right to unilaterally amend these General Terms and Conditions of Sale. The terms and conditions in force at the time G.S.S. accepts an order shall apply to the legal relationship arising from that order, provided that G.S.S. has notified the Buyer of these terms and conditions in writing.

13. Liability

13.1 Subject to any conflicting provisions included above, G.S.S. shall not be liable for any damage resulting from the fault of third parties, including their gross or intentional fault, insofar as G.S.S. is dependent on the cooperation, services, and deliveries of such third parties in the performance of its obligations.

13.2 Subject to any conflicting provisions included above, the liability of G.S.S. under these General Terms and Conditions of Sale (whether for breach of contract, tort, indemnity, or any other reason) shall not exceed, per claim, the amount equal to the total price paid by the Buyer to G.S.S. in relation to the Goods giving rise to such damage.

13.3 Subject to any conflicting provisions included above, G.S.S. shall in no event be liable for any indirect, special, consequential, or incidental damage (including, without limitation, damage for loss of use of facilities or equipment, loss of income, loss of data, loss of profits, or goodwill), regardless of whether G.S.S. (a) was informed of the possibility of such damage or (b) is negligent (excluding any fraud on the part of G.S.S.).

13.4 The liability of G.S.S. is not excluded or limited for any liability that cannot be excluded or limited under applicable law.

13.5 G.S.S. shall never incur any liability if it is unable to fulfil its obligations due to force majeure. For the duration of the force majeure, any obligations of G.S.S. shall be suspended.

14. Intellectual property

14.1 The Buyer acknowledges and accepts that all content (texts, illustrations, photos, images, files, designs, arrangements, and other items) on the G.S.S. website is protected by intellectual property rights. All copyright, registered trademarks, and intellectual property rights relating to information or content appearing on the website are at all times the property of G.S.S. or our licensors. The Buyer may only use this information to the extent that express written permission has been granted by G.S.S. or its licensors.

15. Severability

15.1 If any provision (or part thereof) of these General Terms and Conditions of Sale is found to be unenforceable or in conflict with a mandatory legal provision, this shall not affect the validity and enforceability of the other provisions of these General Terms and Conditions of Sale, nor the validity and enforceability of that part of the provision in question which is not unenforceable or in conflict with a mandatory legal provision. In such a case, the parties shall negotiate in good faith to replace the unenforceable or conflicting provisions with an enforceable and legally valid provision that aligns as closely as possible with the purpose and intent of the original provision.

16. Jurisdiction and applicable law

16.1 These General Terms and Conditions of Sale, as well as any contract between G.S.S. and the Buyer, shall be governed by Belgian law.

16.2 The courts of Limburg, Hasselt division, shall have exclusive jurisdiction over all disputes, disagreements, and claims.