Standard purchasing terms

1 – OBJECT

Unless otherwise specifically agreed in writing by A.G.C. BUSINESS CONSULTING S.A. (hereinafter called “AGC”), all products & services provided by AGC are governed by the following general conditions of service, which prevail any purchase terms and conditions.

2 – ORDERS

It refers to any written order or down payment made following an offer from AGC. Orders received by AGC are considered irrevocable, without written agreement from AGC. We reserve the right to refuse any order even after reception of partial or complete down payment if the conditions in which our offer was made have changed significantly.

In case of a refusal of an order after receiving the down payment, this last one will be fully reimbursed to customer, no indemnity can be required from customer from cancelling or refusal of order.

Non-payment of a former order can be a sufficient reason for refusal of any new order.

3 – PRICE

Prices as they appear on our offers, are indicative pricing, they may be modified in case conditions in which they have been calculated  changed.

4 – DELIVERIES

4.1 Lead times : deliveries lead time are provided as an indication. No delay of delivery can justify a request from the customer for indemnities, penalties nor justify cancelation of the order.

4.2 Risks-Transport-Reception: risk transfer is made according to the incoterm defined in our offer, per default this incoterm is FOB China. Reception without reserve of products ordered by the customer covers AGC from any issue on the products either in quality or in quantity. Any products which didn’t received any written claim within 3 days to the logistic company are considered accepted by the customer.

It is the duty of the customer to justify any claim on the products and or deliveries.

No product return can be arranged without prior agreement from AGC. Logistic cost for the return by a freight forwarder of our choice will be taken by AGC. If following a control a non-conformity is confirmed, AGC will have the choice to offer to the customer to either replace the parts, either repair them or financially compensate the paid value of the goods. Buyer will have no right to claim for any further compensation or cancel the order without our prior consent.

Claim made by the buyer in above conditions doesn’t suspend the buyer to honour due invoices.

5 – FORCE MAJEURE

For any event assimilated to force majeure, our company will inform the customer within 72 hours, contract linking both parties will then be suspended. If the event would last more than 90 days the contract can be cancelled without any indemnity nor penalty.

6 – NON-CONFORMITIES / WARANTIES

No non-conformity action can be carried out by the customer more than 30 days after the reception of the products or services, unless prior consents by AGC.

Defaults or deterioration of goods due to bad storage conditions at customer premises will cancel the warranty of our products.

For non-conformities claims, AGC will decide if parts or services will be repaired, replaced or reimbursed to customer, without further compensation. Our products are sold according to specifications without any warranty on its usage which remains the responsibility of the customer. The Seller’s total liability arising in connection with the performance or contemplated performance of the Contract shall be limited to the purchase price of the Goods or Services.

The company shall however be relieved of liability for any loss or damage if such loss or damage was caused directly or indirectly, exclusively or not, by an act or omission of the Customer, or of any person acting on its behalf.

7 – PAYMENT

Our invoices are payable at maturity within 15 days following the reception of our electronic invoice. Default payment terms are at invoice reception. In case of late payment, customer will be charged with an late payment penalty of 2% of the invoice value per delayed week of payment.

We accept payments by bank transfer and Paypal, we don’t accept cheque payments.

Our invoices are payable on our account in Belgium, payments providing from Belgium should include legal VAT amount. Payments made from European Union will be made in “Autoliquation” mode, and payment from outside the EU are exempt of VAT.

8 – RESERVES ON GOODS OWNERSHIP

Ownership of the goods will only be transferred to customer after integral payment of their price. However, risk of deterioration, loss or robbery is transferred to customer according to agreed incoterms, by default incoterms will be FOB terms.

Our company will have the right to use its ownership rights on goods in customer premises in case of due payment not honoured by the customer.

9 – Applicable and Governing Law, Jurisdiction and Settlement of Dispute

Each party is represented by its headquarter. Any question related to these standard purchasing terms is gouverned by the law of Belgium. All disputes or differences of any kind whatsoever between the parties in connection with or arising out of the services or products shall be submitted to the non-exclusive jurisdiction of the courts of Namur.