1.1. These general terms and conditions of sale apply to all professional relations between UCE Trading and its contracting parties. Unless explicitly acknowledged by UCE TRADING, these terms and conditions always take precedence over the terms and conditions of sale of the contracting party.
1.2. The term of validity of the quotations of UCE TRADING is the term explicitly mentioned in the respective quotations. If no such term is mentioned, it is 30 days.
1.3. The sales contract only takes effect after written confirmation by UCE TRADING. Any start of execution shall be regarded as a confirmation, unless it is subject to approval.
2.1. Unless stated otherwise, prices are always given in Euro and are always exclusive of VAT. Any increase of the VAT rate or of any other tax between the moment of the order and the execution will be charged to the buyer.
2.2. When the prices are indicated, the applicable Incoterm for the delivery of the goods shall be mentioned as well. This applicable Incoterm determines the delivery conditions and all related obligations of the parties. Consequently, the Incoterm determines the services included in the price.
With regard to payment, the following applies:
- In case of delivery EXW or FOB: 100% of the purchase price must be paid prior to the delivery.
- In case of delivery CIF: 50% of the purchase price must be paid prior to delivery of the goods in the port of departure and the balance must be paid immediately after receipt by the buyer of the draft B/L.
- In case of delivery CFR (CNF): 100% of the purchase price must be paid prior to collection of the goods by the buyer in the port of destination.
2.3. If the order is cancelled after departure of the ship from the port of departure and if the applicable Incoterm is CIF or CFR (CNF), 50% of the amount of the order remains payable, unless UCE TRADING provides proof of higher losses. This compensation shall cover the fixed and variable costs as well as any loss of profits.
2.4. Delivery periods are indicated by way of information only and are therefore not binding unless explicitly agreed otherwise by the parties.
The buyer undertakes to take receipt of the delivery on the agreed delivery date or (as the case may be) at the latest 10 days after notification. If the buyer is unable or unwilling to take receipt of the goods on this day or within this period of time, the seller is entitled, as from the fifth working day after having sent a notice of default by registered post:
- to charge a storage fee of 5 EUR/day and
- to cancel the sale without any further notice at the expense of the buyer and claim a fixed compensation equalling 50% of the purchase price.
In the meantime, the buyer will continue to assume the risk.
Any delay in execution can never give rise to a compensation or to the dissolution of the contract.
3.1. Without prejudice to the terms of payment mentioned above (under item 2.2), the invoices of UCE TRADING are payable at its registered office, at the latest on the due date mentioned on the invoice, without discounts and without the possibility of a setoff.
3.2. If the invoice is not paid in full on the due date, the following amounts shall be payable by operation of law and without a formal notice of default being required:
- interests at the interest rate determined in the Act of 2 August 2002 combating late payment in commercial transactions.
- a fixed compensation equalling 10% of the outstanding amount, with a minimum of 125 EUR and a maximum of 2,500 EUR.
3.3. In case of late payment or non-payment of an invoice for any reason, all invoices issued at that time to the same buyer will become payable immediately.
In addition, in case of late payment or non-payment for any reason or in case of non-observance of one single contractual obligation, UCE TRADING reserves the right to take one of the following actions:
- either unilaterally suspend the execution of all current orders after a prior notice of default was sent and not responded to within a period of eight days, without entitling the contracting partner to any compensation, but without prejudice to the right of UCE TRADING to claim a compensation;
- or to unilaterally cancel the contract without prior judicial authorisation and after a prior notice of default was sent and not responded to within a period of eight days, without prejudice to the right of UCE TRADING to claim a compensation. This compensation is fixed at 50% of the purchase price, without prejudice to the right of UCE TRADING to provide proof of higher losses.
The goods delivered shall remain the property of UCE TRADING until full payment of the price and any additional services, even if they have been processed or incorporated.
The goods are sold without guarantees and on an as-is basis, in the condition known to the buyer after a detailed examination of the goods with the seller.
The buyer is expected to inspect the goods immediately upon receipt. Any visible defects and non-conformities are to be reported at the time of delivery; if not they will be deemed to have been accepted.
UCE TRADING cannot be held responsible for hidden defects that were not revealed during the prior (joint) examination and will therefore not have the obligation to indemnify the buyer against any such hidden defects.
In any case, any compensation paid on account of any defect shall not exceed the purchase price of the goods. In addition, UCE TRADING shall never be held responsible for indirect or consequential damage.
Without prejudice to the provisions of article 5 and except in the event of intentional fault on the part of UCE TRADING, the latter does not have the obligation to pay any compensation directly or indirectly relating to the goods sold.
UCE TRADING cannot be held liable for any indirect damage or intangible loss, including but not limited to loss of earnings, loss of profit and consequential damage.
If the liability of UCE TRADING cannot legally be excluded for any reason, it is at least limited to the purchase price of the goods
This agreement is governed by Belgian law. The application of the provisions of the Vienna Sales Convention is explicitly excluded.
The courts competent for the place where the registered office of UCE TRADING is established have exclusive jurisdiction for any disputes relating to the interpretation and implementation of this agreement.
The invalidity of one or several clauses of the agreement does not affect the validity of the remaining clauses of the agreement.