General Terms of sale

TITLE I: GENERAL POINTS

ARTICLE 1 – SCOPE OF APPLICATION

These General Terms of Sale (referred ton hereinafter as the “GTS”) are applicable to all orders made by the Customer to S.A PLASTIQUAL, whose head office is located at 20, Avenue André Ernst, 4800 PETIT RECHAIN, Belgium, registered in the Belgian register for legal entities BCE under number 0463.162.132 (referred to hereinafter as “PLASTIQUAL”).

Their purpose is to govern all contractual relations between PLASTIQUAL and the Customer.
The GTS therefore take precedence over all other general terms, specifically terms of purchase, or any other document of a similar nature presented by the Customer.

The Customer hereby expressly acknowledges to have read and accepted the GTS, which are attached to quotes/offerings, by the mere fact of making an order.

All the pages of the GTS are thus considered to have been read and to fall within the contractual scope.

In view of the commercial relationship between the parties, the Purchaser is deemed to be familiar with these GTS.
In event of dispute, the special terms and conditions take precedence over these GTS.

The invalidity of one clause does not invalidate all the GTS.

ARTICLE 2 – ORDERS, THE CUSTOMER’S DUTY TO INFORM

Prior to each order, the Customer is obliged to provide all the information at its disposal requested by PLASTIQUAL concerning its purchasing needs for the provision of an injection tool and for production of the part injected using the said mould.

The Customer is obliged to send its order to the following address: orders@PLASTIQUAL.be

Any contractual or technical document not expressly accepted by PLASTIQUAL cannot be invoked against it.

Any service not included in the contract and ordered by the Customer during performance of the contract will be invoiced as an additional service at the price set by PLASTIQUAL.

TITLE II: PRODUCTION OF THE MOULD

Prior to supply of injected parts, a specific mould must be produced by PLASTIQUAL.

The Customer is obliged to send its order to the following address: orders@PLASTIQUAL.be

Orders for moulds and injected parts are therefore the subject of two separate offers.

A Customer that orders production of a mould which will be dedicated to producing injected parts hereby undertakes to order the said injected parts form PLASTIQUAL.

Once the mould has been produced by PLASTIQUAL, it becomes the property of the Customer.

ARTICLE 3 – OFFER, VALIDITY & ACCEPTANCE

PLASTIQUAL’s offers are non-binding.
To be binding on PLASTIQUAL, all orders must be confirmed.
PLASTIQUAL will then send the Customer an order confirmation.

The contract is deemed valid upon confirmation of the order by PLASTIQUAL.

PLASTIQUAL reserves the right to modify its offer during its period of validity, as long as the Customer has not notified its acceptance in writing, in particular in the event of an increase in the price of raw materials or labour and in the event of any necessary technical modifications.

Any offer issued by PLASTIQUAL, or by one of its principals, shall only be binding to PLASTIQUAL upon receipt of written notification of acceptance by the Customer during the offer’s period of validity.

An offer forms part of a whole, in such a way that partial acceptance is not binding to PLASTIQUAL, which must accept the modifications / deletions made by the Customer or the technical constraints imposed by the latter.

Plans, drawings, technical documents, studies and other documents shall remain the property of PLASTIQUAL until full payment of the mould.

If, for any reason whatsoever, the services ordered are carried out without the Customer having submitted the countersigned offer, the Customer is presumed to have accepted the offer and all the special and general terms relating thereto.

ARTICLE 4 – ORDER CONFIRMATION

It is the Customer’s responsibility to scrutinise the order and to immediately inform PLASTIQUAL of any error that may have been made.

ARTICLE 5 – PERFORMANCE OF THE CONTRACT

PLASTIQUAL is obliged to carry out the work in accordance with professional standards and industry practices.

Any interference by the Customer in PLASTIQUAL’s work shall release the latter from its liability.

5.1 Modification of the part

Any modification to the part requested by the customer once the mould order has been confirmed will give rise to additional costs to be borne by the Customer for redesigning the mould or modifying the work already carried out or ordered.

5.2 Claims – force majeure

PLASTIQUAL insures its moulds with Baloise for any damage caused to moulds in the event of fire or theft.

In any case, no compensation will be paid to the Customer in the event of force majeure, including in particular adverse weather conditions, strikes, lockouts, breakage of production machinery, import, export or transit restrictions, pandemics or any event that makes it impossible or abnormally difficult or onerous for PLASTIQUAL to perform its obligation.

ARTICLE 6 – SERVICE & WARRANTY

To enable the Customer to benefit from the legal warranty for the equipment, it is necessary, on the one hand, that maintenance and repairs on the moulds are entrusted to PLASTIQUAL which undertakes to preserve the moulds made available in due diligence, in accordance with the regulations and in keeping with their intended purpose.

Any intervention by a third party on the equipment will terminate the warranty granted by PLASTIQUAL and release it from all liability with regard to the Customer and third parties.

TITLE III: PRODUCTION OF PARTS

A Customer that orders production of a mould which will be dedicated to producing injected parts hereby undertakes to order the said injected parts form PLASTIQUAL.

Orders for moulds and injected parts are therefore the subject of two separate offers.

ARTICLE 7 – OFFER, VALIDITY & ACCEPTANCE

PLASTIQUAL’s offers are non-binding.
To be binding on PLASTIQUAL, all orders must be confirmed.
The contract is deemed valid upon confirmation of the order by PLASTIQUAL.

ARTICLE 8 – ORDER CONFIRMATION

It is the Customer’s responsibility to scrutinise the order and to immediately inform PLASTIQUAL of any that may have been made.

ARTICLE 9 – PERFORMANCE OF THE CONTRACT

PLASTIQUAL is obliged to carry out the work in accordance with professional standards and industry practices.

Any interference by the Customer in PLASTIQUAL’s work shall release the latter from its liability.

ARTICLE 10 – DELIVERY DEADLINES

Unless expressly agreed otherwise, the delivery date is determined at the time of order confirmation.

Delivery deadlines are given for information only and are not guaranteed.
Non-compliance with the stipulated delivery deadline may not be invoked to claim damages or to rescind the contract unless expressly stipulated otherwise in advance and accepted in writing by PLASTIQUAL.
PLASTIQUAL cannot be held responsible for delays caused by a third party.

PLASTIQUAL will do its utmost to meet the stated deadlines but cannot be held responsible for supply delays that are beyond its control.

If the Customer does not take delivery of the goods when they are made available by PLASTIQUAL, it is nevertheless obliged not to delay the due date normally scheduled for payment of invoices relating to the said goods.
In addition, if the Customer postpones the resumption of productions already produced, it will be liable for the costs of storage, preservation and warehousing, which will be borne in full by the Customer.
For all orders under € 500.00, a handling fee of € 75 will be charged to the Customer.

ARTICLE 11 – MANAGEMENT OF STOCK OF RAW MATERIALS AND MANUFACTURED PARTS

PLASTIQUAL is the sole judge of its stock levels and production planning.

In order to avoid any stock excess, the Customer undertakes to send its production request forecasts to PLASTIQUAL twice yearly.

If the customer stops selling the parts previously ordered from PLASTIQUAL, the customer undertakes to notify PLASTIQUAL at least 6 months in advance and in all cases the customer guarantees the stocks of dedicated material and parts already produced and stored by PLASTIQUAL.

In the event of no business and no orders for 2 years, PLASTIQUAL reserves the right to issue an invoice for the material in stock and for the parts produced.

After a period of 2 years of inactivity of the mould, PLASTIQUAL reserves the right to charge the customer an annual storage fee of up to 250 euros per year per mould (to be indexed).

TITLE IV: WARRANTIES, COMPENSATION & LIABILITY

ARTICLE 12 – LIABILITY, EXONERATION, LIMITS, INSURANCE & LIMITATION PERIODS

PLASTIQUAL will only be liable if the materials in question were designed and executed by it, under its supervision and by its own means.

Any intervention by a third party shall exonerate it from liability.

The warranty will not apply if the defect is due to any other cause such as normal wear and tear, causes attributable to the Customer, force majeure, deterioration caused by third parties or modifications or repairs without the express agreement of PLASTIQUAL.

PLASTIQUAL shall never be held liable for any damage resulting from the use of the Project that does not comply with good practice, its instructions or its technical requirements (training, instructions, etc.).

In all cases, PLASTIQUAL cannot be held responsible for any damage resulting from:

an error or design flaw in the studies carried out by the Customer.
Improper handling by the Customer.
Poor storage and non-use for a certain period of time.
Performance by the operating personnel of instructions or work stipulated by the Customer.
A case of force majeure.

PLASTIQUAL’s liability is always limited to compensation for direct damage with a causal link to its own fault, barring all indirect damage suffered by the Customer (operating losses, disturbance of possession, etc.) and damage suffered by third parties.

The Customer shall implement all the checks necessary for validation of the parts.

The Customer shall define (in writing) the checks that are necessary for PLASTIQUAL to carry out, particularly in light of the intended purpose/use designated by the latter.

In addition, PLASTIQUAL’s liability is capped at 100% of the amount of the offer or contract.

PLASTIQUAL hereby informs the Customer that it possesses insurance cover with an approved insurance company.

The Customer acknowledges that it has taken out, at its own expense, an insurance policy covering civil liability arising from its professional activities and its capacity as a customer.

Any liability proceedings against PLASTIQUAL are barred by limitation after a period of one year following the occurrence of the damage.

ARTICLE 13 – COMPENSATION

In view of the existence of a strict liability to perform, no compensation will be paid in the absence of formal notice to carry out the performance in question within a reasonable time, taking into account the nature of the request and the means to be put in place.

In all cases, no compensation shall be paid to the Customer in the event of force majeure, including in particular weather conditions, strikes, lockouts, breakage of production machinery, import, export or transit restrictions, pandemics or any event making it impossible or abnormally difficult or onerous for PLASTIQUAL to fulfil its obligation.

The Customer assumes full and complete liability for any damage, shortages, loss or disappearance of equipment or goods for any reason whatsoever, including theft, accident or force majeure for any equipment or goods deposited with the Customer on consignment.

ARTICLE 14 – CUSTOMER LIABILITY – TRANSFER OF OWNERSHIP AND RISKS

PLASTIQUAL shall retain ownership of the materials until the price has been paid in full.

From the moment of shipping from PLASTIQUAL’s operating site, physical and legal possession is transferred to the Customer who shall bear all the related risks.

TITLE V: INVOICING & PAYMENT

ARTICLE 15 – PRICE AND PAYMENT TERMS

Invoices shall be paid to PLASTIQUAL’S head offices.

Invoices are payable in accordance with the terms and conditions stated on the invoice.

The invoices are issued in EUROS and PLASTIQUAL shall not bear the exchange rate differences.

Any invoice not paid by the due date shall automatically, and without prior notice, bear interest at the rate of 12% per annum, plus 10% of the invoice amount by way of lump-sum compensation.
Any current or future taxes of any kind whatsoever shall be borne by the Customer.

Charges levied by banking institutions in a manner outside of PLASTIQUAL’S control are also payable by the Customer.

PLASTIQUAL reserves the right to appoint a third party to collect arrears payments.

All resulting costs of prosecution and collection shall be borne by the Customer.

Failure to pay an invoice by the due date renders all invoices immediately payable, even if they are not yet due, notwithstanding the issue of bank drafts on later dates, which therefore does not entail novation.

In the event of non-payment, PLASTIQUAL reserves the right to suspend all services immediately until all outstanding invoices have been paid in full and, unless the non-payment is rectified, to terminate the contract at the Customer’s sole fault after a period of one month.

For all orders under 500.00 euros, a handling fee of 75 euros will be charged to the Customer.

ARTICLE 16 –TRANSPORT COSTS

The financial burden and risk associated with transport, customs and insurance shall be borne by the Customer or in accordance with any Incoterms specifically agreed between PLASTIQUAL and the Customer.

ARTICLE 17 – CHANGE IN THE CUSTOMER’S SITUATION

If the Customer’s credit deteriorates, PLASTIQUAL reserves the right, even after partial performance of the contract, to demand from the Customer the guarantees that it deems appropriate for the proper performance of the commitments entered into. Refusal to do so gives it the right to cancel all or part of the contract or order.

TITLE VI: CLAIMS

ARTICLE 18 – GOODS & INVOICES

18.1 Injected parts

The parts are sold in the condition in which they are found and it is the buyer’s responsibility to check their compliance with any regulations of any kind whatsoever.
No guarantee in this respect is given by PLASTIQUAL.
All claims, other than those concerning hidden defects, will only be accepted if notified in writing within 30 days of delivery.
If the goods have been tampered with or transformed, no claim will be accepted.
However, a claim made by the Buyer under the terms and conditions described in this article does not suspend the Buyer’s obligation to pay for the goods concerned.

18.2 Invoices

PLASTIQUAL’S invoices are presumed to have been accepted by the Buyer in the absence of a claim within a period of 30 days from the date of issue of the invoices.
Any claim relating to an invoice must be submitted in writing, failing which it will be inadmissible.

TITLE VII: END OF CONTRACTUAL RELATIONS

ARTICLE 19 – RETURN OF THE MOULD TO THE CUSTOMER

The Customer has the right to take back its moulds provided that it formally requests this by registered letter at least six months before the said return.

The moulds concerned will then be made available to the Customer on pallets.

The Customer shall take care of transport and specific packaging.

The customer undertakes to take back and/or pay for any stocks of raw materials that PLASTIQUAL may have stored and paid for in order to produce its parts.

The Customer also undertakes to take back and/or pay for the parts that PLASTIQUAL may have already produced and placed in stock.

PLASTIQUAL is entitled to claim lump-sum compensation of 30% of the total contractual amount due, without prejudice to PLASTIQUAL’S right to claim higher compensation if it can prove greater damages.

If there is a current order for injected parts, PLASTIQUAL reserves the right to enforce compulsory performance of the contract.

In any event, the Customer shall be obliged to pay at least the part of the contract already performed, plus any additional amounts referred to in the other provisions of these General Terms of Sale.

ARTICLE 20 – INACTIVITY OF THE MOULD FOR 5 YEARS

If the mould has not been used for more than 5 years, PLASTIQUAL after having contacted the customer by registered letter, and in the absence of a reply, may destroy the moulds.

The costs associated with this destruction will be borne by the customer, as will the cost of the parts produced and placed in stock.

ARTICLE 21- FORCE MAJEURE & UNFORESEEABLE EVENTS

In the case of force majeure or unforeseeable events, PLASTIQUAL reserves the right to the right to terminate all or part of any contract or order or to suspend performance without notice or compensation. PLASTIQUAL refers, in particular, to mobilisation, war, public order disturbances, total or partial strikes, lockouts, fires, serious accidents, machine breakage, failure of its suppliers, the occurrence of an epidemic, in other words all cases of force majeure constituting for PLASTIQUAL, as well as for its suppliers, an obstacle to normal production and to the regular delivery of raw materials, fuels and supplies.

ARTICLE 22- INSOLVABILITY

In the event of equality of rank and rights (receivership, bankruptcy, liquidation), PLASTIQUAL may terminate the contractual relationship, without compensation, even in the event of partial performance.

TITLE VII: INTELLECTUAL PROPERTY & GDPR

ARTICLE 23 – INTELLECTUAL PROPERTY

All documents provided to the Buyer remain the exclusive intellectual property of PLASTIQUAL, the sole owner of the intellectual property rights to these documents, which must be returned to PLASTIQUAL at its request. The Buyer undertakes not to make any use of these documents which might infringe the industrial or intellectual property rights of PLASTIQUAL and undertakes not to disclose them to any third party.

ARTICLE 24 – GDPR

PLASTIQUAL complies with data protection regulations.
This data is only used for contractual relationship purposes (delivery, invoicing, customer relations) and is only retained for as long as is necessary to comply with accounting and tax obligations.
The data is not transmitted to third parties.
Customers have the right to access, rectify, delete and object to the processing of their data and have the right to lodge a complaint with the Data Protection Authority in the event of non-compliance with the Regulation.
Any queries or requests related to this issue must be sent to contact@plastiqual.be

TITLE IX: ENFORCEABLE LAW & COMPETENT COURT

In the event of a dispute, the courts of VERVIERS shall have exclusive jurisdiction and shall apply Belgian law, regardless of where the contract was concluded or is to be performed.