ART 1. Application of General Conditions of Sale (G.C.S.)
When placing any order with Natix and its affiliates, hereafter “the Seller”, the buyer accepts these G.C.S. without qualification and in their entirety, excluding any other document, including brochures or catalogues issued by the Seller as indicative only. No special condition shall prevail over the G.C.S. unless expressly accepted in writing by the Seller. Any clause to the contrary proposed by the buyer shall not be binding on the Seller unless expressly agreed, irrespective of when the Seller became aware of such clause.
ART 2. Offers
Unless stipulated otherwise, the Seller’s offers shall be understood as excluding packaging costs, delivery fees, and VAT.
ART 3. Orders
Orders placed directly with the Seller or through its agents or representatives shall not become final and binding until confirmed in writing by the Seller. These G.C.S., the order accepted by the Seller in writing, and any document issued by the Seller regarding the order shall constitute the contract. Any modification or cancellation requested by the buyer shall be subject to the Seller’s express agreement and must be received at least seven (7) days before shipment. After this period, the order is deemed valid and payable.
ART 4. Price
If exceptional circumstances affect the contract’s economic balance between order acceptance and delivery, obliging the Seller to increase prices or modify payment terms, the Seller shall notify the buyer. The buyer may terminate the contract in writing within seven (7) days of notification. Failing that, new conditions apply automatically. Payments are net, without discount, within thirty (30) days of invoicing unless otherwise specified in writing.
ART 5. Delivery
Deliveries depend on the Seller’s availability. Delivery dates are indicative unless agreed in writing. The buyer cannot cancel the sale, reject goods, or claim damages due to late delivery. If the buyer fails to take delivery after formal notice, the Seller may enforce or terminate the contract and forfeit advance payments. Partial delivery failure does not affect other deliveries.
ART 6. Transfer of Risk
Risk transfers to the buyer immediately upon delivery, defined as the goods leaving the Seller’s premises, regardless of carriage or payment terms, except as per applicable INCOTERMS. The buyer must protect its rights with carriers by making timely claims.
ART 7. Receipt - Complaints
The Seller guarantees product quality solely per its technical specifications.
- Delivered quantities are verified by weight and measures at dispatch, with a ±10% tolerance.
- Complaints on visible defects or non-conformity must be made in writing within eight (8) days of receipt with evidence provided. The buyer shall allow the Seller to verify reported defects.
- Failure to inspect or use/sell goods after inspection releases the Seller from liability.
- Claims are invalid if goods are used outside normal intended purposes or without complying with regulations or instructions.
- Upon accepted complaint, the Seller may replace or refund affected goods, excluding further damages. Return of replaced/refunded goods may be required.
- Complaints do not exempt the buyer from payment obligations.
ART 8. Packaging
- Packaging loaned by the Seller remains its property and must be returned in good condition within specified times; otherwise, the buyer will be invoiced for replacement or restoration costs.
- Packaging transferred in ownership must be used only as originally intended and must have previous owner’s references removed.
- Packaging subject to regulatory retesting bears the last test date; Seller is not liable for accidents related to packaging.
- Packaging supplied by the buyer must comply with applicable regulations.
ART 9. Retention of Title
Title remains with the Seller until full payment. Risk passes at delivery. On late/non-payment, the Seller may demand return of goods without notice, wherever located. Buyer must notify insolvency within 24 hours and cease selling goods not yet owned. Buyer must preserve packaging and labels on unpaid goods. Costs for returning goods borne by buyer.
ART 10. Non-Payment
- Non-payment is a fundamental breach allowing the Seller to suspend deliveries or terminate contracts without prejudice to damages. Delayed payment incurs penalties equal to ECB refinancing rate plus 10 points from the day after the due date.
- If buyer’s financial standing deteriorates, the Seller may require advance payment, cancel orders, or demand guarantees.
- Invoices for deliveries in installments are payable per due date.
ART 11. Liability Limitation
Seller’s total liability is limited to the contract price or respective order price. Seller is not liable for indirect, consequential, or punitive damages. Buyer supplying goods to third parties shall indemnify the Seller against excess claims. Limitations apply regardless of claim type and prevail over conflicting terms unless restricting Seller’s liability further.
ART 12. Force Majeure
Force majeure events include accidents, supply interruptions, strikes, administrative decisions, war, and other external causes justifying suspension or cancellation of Seller obligations without recourse from the buyer.
ART 13. Governing Law and Jurisdiction
These G.C.S. are governed by Belgian law, excluding the UN Convention on International Sale of Goods (CISG). Disputes fall under the jurisdiction of courts where the Seller’s registered office is located. Buyer waives rights to invoke guarantees against the Seller in other courts.
