ARTICLE 1: These conditions of sale are applicable to all contracts between AXI group companies, hereinafter referred to as ‘AXI’, and its customers, hereinafter referred to as ‘CUSTOMER’. Except for derogating conditions expressly agreed otherwise in writing and signed for approval by both parties, the below conditions of sale shall take precedent over all other conditions in any other document, particularly the general conditions of the CUSTOMER.
ARTICLE 2: By placing an order or signing a contract with AXI, the CUSTOMER shall be deemed to be familiar with and to accept these conditions of sale. The application of the CUSTOMER’S own conditions is expressly excluded.
ARTICLE 3: Quotes are valid for the period stipulated therein. All prices are expressed as standard in EUROS and are exclusive of VAT or any other taxes and fees. AXI is not responsible for changes in rates in connection with taxes, fees or other comparable charges imposed by the government, including but not limited to VAT, Reprobel, Bebat and Recupel. Changes to the aforementioned taxes shall be applied with immediate effect.
ARTICLE 4: With due observance, to the extent possible, of the allotted delivery period, the products shall be delivered to the address provided by the CUSTOMER at the agreed administrative and transport costs. AXI shall make every reasonable effort to fulfil the delivery expectations of the CUSTOMER. The agreed delivery periods are indicative and AXI undertakes no obligation with regard to the delivery period of the manufacturer, its supplier or its distribution channels. AXI cannot be held liable for any direct or indirect damage or loss resulting from a delay in the delivery. AXI reserves the right to make partial deliveries and to invoice the CUSTOMER for these deliveries separately, without this entitling the CUSTOMER to refuse or suspend payment of the products already delivered.
ARTICLE 5: Acceptance of the products shall take place at the time they are delivered to the agreed delivery address. The risks connected with the delivered products shall be transferred to the CUSTOMER at the time of their delivery.
AXI shall retain ownership of the products until full payment has been made of the principal amount, the costs, the interest and, where applicable, the damage compensation. The CUSTOMER shall acquire ownership and/or the right of use of the products as soon as the total amount (including VAT) of the relevant invoices has been paid in full. Until the invoice has been paid in full, plus any sums owed by virtue of article 9, the CUSTOMER shall under no circumstances be able to take possession of the products delivered. More specifically, the CUSTOMER shall not be able to transfer ownership of or pledge the products to third parties, or encumber them with any kind of preference or security.
In the event that, under the preceding provisions, the CUSTOMER has not yet acquired ownership and/or right of use of the products, the CUSTOMER shall notify AXI if the products are placed in a location leased by the CUSTOMER and, where appropriate, shall inform AXI of the place of residence of the lessor.
Subject to forfeiture of damage compensation, the CUSTOMER shall inform AXI by registered letter of any seizure by a third party. The CUSTOMER undertakes to allow AXI to repossess the products without prior notice and to bear the costs of removal of the goods. AXI must immediately be informed, by registered letter, of the name of any acquirer.
ARTICLE 6: The CUSTOMER shall acquire no rights to the products other than those expressly granted under these conditions of sale and under the law. Any right of use on the product granted to the CUSTOMER by AXI is non-exclusive and non-transferrable. Any other or more extensive right of the CUSTOMER, including the right to (partially) reproduce the products, including the software, databases or other materials, is excluded.
ARTICLE 7: AXI shall provide no other or wider warranties on the products than those provided by the vendors or the manufacturers of the product. The warranty provisions (after delivery), including ‘Dead on arrival’ (DOA), Break/fix and repairs, follow the rules of the various distribution channels, vendors and manufacturers. Unless expressly agreed otherwise, the CUSTOMER is exclusively responsible for the registration of maintenance, support and warranty contracts (care packs and warranties). AXI shall make every reasonable effort to furnish the CUSTOMER with the necessary information in this regard, but bears no responsibility for the processing thereof. Goods cannot be returned, except with the express agreement of AXI and subject to payment of a restorage fee.
ARTICLE 8: The total joint liability of AXI shall at all times be limited by and to the provisions of the professional liability insurance policy taken out by AXI.
ARTICLE 9: Invoicing shall take place at the time of the delivery/service provision, unless expressly agreed otherwise. The CUSTOMER undertakes to pay the invoiced amounts in accordance with the payment conditions stated on the front of the invoice, without being able to lay claim to any discounts not explicitly mentioned. AXI may modify the credit or payment conditions for orders not yet executed, if the financial circumstances of the CUSTOMER justify such modifications.
In case of failure to make timely payment, a protested bill of exchange, any written accepted request for payment extension, judicial reorganisation or similar procedure on the part of the CUSTOMER, or any other fact indicating the CUSTOMER’S inability to pay, AXI reserves the right, automatically and without notice, to recover all pending payments, even those not yet due. In the aforementioned situations, the contract can also be terminated via registered letter and/or the delivered products repossessed and/or all deliveries to the CUSTOMER suspended, without prejudice to the right of AXI to lump-sum damage compensation of at least 15% of the invoice amount. In case of delay in the fulfilment of the payment obligation by the CUSTOMER, AXI shall be entitled, without issuing prior notice of default, to receive interest on arrears of 1.5% per month plus lump-sum damage compensation of 15% of the principal amount, with a minimum of 100 EUROS.
ARTICLE 10: On the conclusion of contracts, AXI is legally represented by its directors appointed under its articles of association. The signing of a contract on behalf of AXI by one of the aforementioned natural persons or legal entities without mention of their capacity shall, in the absence of objection by AXI, be deemed to have occurred in their aforementioned capacity as (permanent) representative of the aforementioned director(s).
ARTICLE 11: All contracts of AXI group companies are governed by Belgian law for AXI NV and GROUND LION NV and Dutch law for AXI BV.
If a dispute arises between the parties, they shall at all times endeavour to reach an amicable solution. If an amicable settlement is not possible, only the competent court shall have the jurisdiction to hear the disputes arising under the contract, as follows: