GENERAL CONDITIONS OF SALE – Version 2022 APRIL.
1. Scope of application
These conditions apply to any contract under which ADVIONICS NV (hereinafter referred to as “the company”, see
contact information below) undertakes to transfer property in a movable tangible asset or to execute for the benefit
of its co-contractor a material or intellectual service of whatever nature. These conditions shall in all cases have
precedence over any conditions of the customer. Exceptions can be made to these terms by special conditions set out
in a written agreement between the parties. In such cases the company’s general conditions continue to apply to
everything not governed by such special conditions. If one or other of the provisions contained in these conditions
cannot be applied, in particular if its validity has been successfully contested, all other provisions remain unaffected
and continue to apply in full.
2. Conclusion of contracts
A valid contract shall be deemed to have been reached in case:
1. a written offer from the company has been accepted without reservations by the party to whom it has been
2. the company accepts without reservations (price, lead-time, quantities, requirements, …) an order request
placed by a customer.
Any addition, deletion or amendment to offers as set out in 1. above or to order requests as described in 2. above,
constitutes a counteroffer and suspends the acceptance of the contract until it is expressly accepted by the other
party. The only exception to this provision is in cases where the offer or the order request specifically stipulates that,
on a given point, the simple acceptance of the other party is not a condition for the establishment of the contract.
Offers made by the company are valid for one month, beginning with the date of their dispatch to the addressee,
unless otherwise specifically stipulated.
a) Prices are net and exclusive of VAT. Unless otherwise specified, all transport and packing costs are the
responsibility of customers (EXW Incoterms 2020).
b) If a contract signed with a customer involves goods and/or services to be imported by the company, the price shall
be determined on the basis of the selling rate against the Euro for the currency of the country of origin as determined
on the Brussels stock exchange on the date of the offer made by the company or the date of the conclusion of the
contract, depending upon the case. If the rate in effect on the date of payment differs from that on which the price
was based, the company has the right to increase or decrease the price to adjust it to the difference in exchange rates.
a) Payments shall be performed as mentioned in the company’s offer. If no payment terms are stated in the offer,
then payments are due net 30 – Payment thirty days after invoice date. Any expenses involved in effecting payments
are the responsibility of the customer. Acceptance by the company of payment in any form other than mentioned in
the company’s invoice is also without effect on the contract.
b) If the customer is authorised by special conditions to settle the price by several payment terms and if one of the
due dates is not met, those special conditions shall be revoked and full payment of the outstanding sums shall
automatically become due, without prior notice.
c) If a due date is missed or any other delay in payment occurs, all sums due from the customer shall automatically
and without notice be liable to pay interest at the rate of 10% per year, with effect from the date of the first missed
payment or from the first day beyond the due date. Moreover, any sums still unpaid fifteen days after the dispatch of
notice shall be increased with 10 % of the outstanding sums with a minimum of € 100,00.
a) Any deadlines for delivery are not binding upon the company and are to be regarded as merely indicative.
Exceptions are only permissible if there is specific provision that deadlines are obligatory or constitute an essential
condition of the agreement. In no case shall failure to meet a deadline form the basis of any liability for the
company, nor justify claims for discounts or termination.
b) If a deadline is imperative, under the specific conditions described below, it shall be deemed to have been met:
1. for supplies which not required for commissioning: if the supply left the factory or storage within the deadline.
2. for supplies required for commissioning: if the commissioning to be affected by company regulations has
occurred within the agreed delay.
c) Any event beyond the control of the company or which could not reasonably have been foreseen when the
contract was drawn up (force majeure) involves the suspension of imperative delivery deadlines for the period
during which that event rendered delivery within the deadline agreed impossible.
d) If delivery is delayed as the result of an event which occurs on the customer’s premises, regardless of its cause,
the customer shall be liable to pay interests as provided in article 4,c as well as storage costs of 0.5 % per
commenced month, calculated on the basis of the price of sale of the goods concerned.
e) If an imperative deadline for delivery is missed and the company can offer no justification, the company shall be
liable for an indemnity of 0.5 % of the price of sale of the goods not delivered per full week of delay. The total
indemnity shall in no case exceed 5 % of the price of said goods. Moreover, indemnities shall only be due provided
the customer can demonstrate that he has suffered losses.
f). Partial deliveries are permissible.
g) The company should be notified by registered letter of any damage not caused by carriage and visible defects.
This shall be done, if possible, immediately after delivery and, in no case, later than the following deadlines:
1. supplies not involved in commissioning or where commissioning had already taken place before delivery: the
7th calendar day after delivery, and,
2. supplies where commissioning has not occurred at the time of delivery: the first working day after
h) Customers may make no claim of any kind against the company regarding the manner in which it has executed its
obligation to deliver if they fail to respect the time limits indicated above. The only subsisting guarantee is that
against hidden defects on the conditions and subject to the restrictions indicated in point 6 below.
6. Responsibilities of the company after delivery
a) With the exception of the guarantee against hidden defects (as set out in articles 1641 and following of the
Belgian Civil Code) and subject to the conditions and limits set out below, the company is bound by no guarantee of
any kind as regards the delivered goods, in particular the suitability, quality and operation thereof.
b) Subject to any changes introduced in special conditions, the company is bound, after delivery of equipment it has
sold, by the guarantee against hidden defects (within the delivered goods themselves) , subject to the following
conditions and restrictions. The guarantee against hidden defects expires twelve months after the date of delivery.
Any claim against the guarantee shall be made by registered letter addressed to the company before the expiration of
that period. After that period, no action will be taken in response to any claim of any kind based on this guarantee. If
the claim against the guarantee is made within the period allowed, the company may, at its discretion, either repair
supplies acknowledged as defective or replace them, wholly or in part. The replaced goods or components shall
become property of the company. If, during the repair or replacement of the goods it turns out that the defect was not
due to the goods themselves, but rather to other causes (e.g. force majeure, faulty handling, repairs, storage etc.), the
warranty for hidden defects does not apply and the company may request payment for the repairs and/or
replacements. In no case shall a claim against the guarantee constitute grounds for cancellation of the sale except on
the following terms. If the alleged hidden defect renders it impossible to repair the equipment or replace it, wholly or
in part, the sale shall be cancelled on the request of the customer, who is not entitled to any claim for additional
damages or interest. The guarantee period for replacement equipment expires at the same time as that applicable to
the equipment originally delivered but shall, however, never be less than six months. The company shall in no case
be held liable for loss of production, earnings or contracts or another indirect or intangible loss suffered by the
c) Unless expressly agreed otherwise, the obligations of the company constitute obligations of means. Within the
framework of the performance of the contract, the company may only be held liable for gross negligence, excluding
any responsibility for any form of indirect or consequential damage (including lost profits or lost income) and for
any action whatsoever that would be brought by third parties against the customer. In any case, the liability of the
company remains limited at most to the lowest of the following amounts: (i) either the amounts that the customer has
paid during the 12 months preceding the commencement of the action, (ii) or an amount of 100k€, regardless of
whether the action was brought on a contractual or non-contractual basis.
7. Transfer of risks and ownership
a) The company retains ownership in the delivered goods until the customer has fulfilled all his obligations, in
particular its payment obligations. Until that time, the customer shall not offer the delivered goods as a guarantee nor
sell them. If unpaid goods are intended for use on premises leased by the customer, he shall request prior permission
by registered letter from the company before making such use of them, indicating the name and address of the
proprietor and the address of the leased premises concerned. Failure to comply with this clause will result in the
customer being liable to pay damages amounting to 50% of the sales price (as a supplement to the sales price and
compensation for any delays in payment).”.
b) Risks are transferred to the customer at the moment when the goods at issue are identified in the company’s stores
or shops. Consequently, carriage is at the customer’s risk, even if there are special conditions requiring the company
to cover the cost of carriage, such as the use of the term “free” or “DAP”.
8. Termination clause
Any failure by a customer to execute any of his obligations, particularly failure to pay sums due by the deadline,
entitles the company to terminate the agreement(s) with the customer. In case of a remediable failure, the company
shall give notice to the customer by means of a registered letter and, if the customer fails to remedy the failure within
the deadlines stated in said notice, termination shall be confirmed in writing (registered letter or otherwise)..
Cancellation renders it obligatory for customers to return all equipment which has been delivered to them
previously. In such event the company shall be entitled to claim damages and interest of not less than 20 % of the
price of the order.
9. Guarantees from the customer
If it appears that there is any reasonable doubt of whatever nature about the customer’s credit and solvency, the
company is entitled to demand that he offer tangible or personal guarantees, even if the contract originally signed
makes no such provision. Customers must furnish such guarantees within the period of time stated in the registered
letter forwarded to them by the company for that purpose. If a customer does not provide the guarantees requested
within that period of time, the company may terminate the agreement as provided in article 8.
The company grants customers the non-exclusive right to the use of technical and commercial documents delivered
to them under the contract, while the rights pertaining to such documents remain the property of the company (or its
licensors, if applicable). Such documents shall not be transmitted to third parties without the prior, written and
specific consent of the company.
11. Laws applicable
Belgian law applies to all agreements with Advionics (including its offers). The safety regulations applicable to
supplies are those in effect in Belgium at the time of the offer to the customer or on the date when the customer’s
order was accepted by the company. The customer shall comply with the regulations in effect in Belgium, France,
Netherlands, Germany and the United States of America regarding export restrictions to which the goods and/or
services are subject.
12. Competent courts
In case of a dispute concerning the validity, interpretation and execution of the agreement with the customer, the
courts of Bruges shall have exclusive jurisdiction.
Contact information – ADVIONICS NV
Address: Siemenslaan 16, 8020 Oostkamp, Belgium
Company number: 0477.143.394
RPR Gent – afd. Brugge