NeoBasics General Terms and Conditions of Sale

Article 1: General

1.1              Any and all agreements that are concluded by and between NeoBasics BV and the buyers are subject to the following general terms and conditions of delivery and sale, barring express deviation from the same in writing. The general purchasing terms and conditions of the buyer are never taken into account and can therefore be considered as invalid in full vis-à-vis NeoBasics BV.

1.2              The fact that the buyer does not receive the general terms and conditions of sale in his native language shall not release him from the applicability of the same.  

Article 2: Delivery

2.1              The goods are sold, delivered, and deemed to be accepted in the warehouses of NeoBasics BV. If the goods are transported and shipped by NeoBasics BV then this shall take place at the risk of the buyer.

2.2              The stipulated delivery periods are only provided by way of information and shall never have binding effect on NeoBasics BV. A delay can never give cause to dissolution of the agreement or any penalty or compensation. However, any and all instances of force majeure shall entitle NeoBasics BV to cancel an order or to suspend the relevant delivery.

2.3              Sold and/or delivered goods are not taken back or exchanged. If, by way of exception in highly exceptional instances, NeoBasics BV permits the return of goods then the seller shall of its own motion exclude the goods that are even minimally damaged. The goods that are the subject of a return shall only be returned on condition of consent of the seller and in accordance with the instructions of the latter.

Article 3: Complaints

3.1              The non-conformity or the apparent defects must be reported at the latest upon pickup or upon delivery and the latter subject to forfeiture. Complaints with regard to the quality must be filed within 8 days after pickup or delivery by registered post subject to forfeiture on account of lateness. After expiry of this time limit the goods are deemed to have been accepted definitively and to fully be in conformity with the ordered goods.

3.2              Upon acceptance of the complaint NeoBasics BV can never be held to more than replacement of the delivered goods, with the exclusion of any and all consequential damages, also in case of latent defects.

3.3              Any and all complaints with regard to the content of the invoices must be sent to NeoBasics BV by registered post within eight days after the date of the invoice.

Article 4: Warranty

4.1              The buyer only enjoys a warranty on account of latent defects on the basis of the following terms and conditions: (i) timely and complete payment of the price, (ii) notification by registered post within 8 days after the defect has been discovered or should within reason have been discovered. The warranty is limited to the free replacement of the good and only applies within the first six months after delivery. In no instance whatsoever shall NeoBasics BV be liable for consequential damages, of any nature whatsoever. NeoBasics BV shall not be responsible for defects that are the result of injudicious use by the buyer or by third parties.

4.2              Apparent defects only qualify for indemnification on the condition that they were reported immediately by the buyer upon pickup or delivery.

Article 5: Payment

5.1              Any and all invoices that remain unpaid on the due date are by operation of law, without any notice of default or demand being required, subject to default interest of 12%.

5.2              The bills, acceptances of schemes, discharges and any and all other allowances shall not be qualified as substitution of one debt for another and shall not affect the present terms and conditions.

Article 6: Reservation of title

6.1              The goods delivered by the seller remain, either processed or unprocessed, its inalienable property until payment in full by the buyer of everything that the buyer is liable to pay to the seller has taken place. The goods cannot be resold and the title cannot be made available to third parties by way of security, or serve as collateral, as long as payment by the buyer to the seller of everything that the buyer is liable to pay to the seller did not take place in full. The aforementioned reservation of title applies to any and all goods that originate from the seller, hence also to previous deliveries and such up to the moment that all deliveries have been paid.

6.2              Any and all risks after delivery, none excluded, including theft, moisture, damage, etc., are at the expense of the buyer, even if they have not been paid yet.

Article 7: Termination

7.1              If the buyer fails to comply with his obligations (inter alia payment and/or pickup of the goods) then the sale and purchase can be dissolved by operation of law, without prejudice to the rights of NeoBasics BV to claim compensation and interest. To this end the relevant expression of will by the seller by registered post shall suffice.  

7.2              In case of cancellation or termination of the agreement by the buyer the seller can claim, at the discretion of the same, compliance with the agreement or payment of compensation for costs and lost profit, as the occasion arises by the parties set at a fixed 30% of the value of what is rejected. In case of termination by the seller the buyer shall be entitled to compensation in accordance with common law.

Article 8: Disputes

8.1              Only the courts of which the territorial jurisdiction is determined by the location of the place of business of NeoBasics BV are competent to take cognisance of any and all disputes, unless NeoBasics BV would prefer the court in the place of residence / place of business of the invoiced party or the location of the implementation of the agreement.  

8.2              Belgian law is applicable.