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GENERAL TERMS AND CONDITIONS OF SALE

 

Definitions:  

General Conditions: these general terms and conditions of sale.

Supplier: CID Lines NV, Waterpoortstraat 2, 8900 Ieper (Belgium), registered under number 0435.921.958

Buyer: any legal entity or company with respect to whom Supplier acts as a (potential) provider, seller and/or supplier of products and/or services; 

 

1  – applicability

1.1 These General Conditions apply to the offers, orders and individual sale-purchase agreements resulting therefrom (each "an agreement" hereunder) with respect to deliveries of products by Supplier.

1.2 Supplier reserves the right to modify these General Conditions at any time by publishing a new version on its website or otherwise communicating such new version to the Buyer. The Buyer declares that he/she has read all the General Conditions and accepts them without restriction or reservation.

1.3 The applicability of the Buyer’s (purchasing) conditions or references to other conditions is hereby expressly excluded by Supplier, unless otherwise agreed in writing in the agreement between the parties.

 

2  – offers

2.1 All offers made by Supplier are, unless explicitly stipulated otherwise, free of obligation, only indicative and based on delivery or execution under normal circumstances and during normal work times.

2.2 Documentation and other data such as dimensions, weights and totals supplied with an offer are as accurate as possible but do not bind Supplier unless explicitly confirmed otherwise in writing.

 

3  – order acceptance

3.1 An order issued by the Buyer is binding on the Buyer. No order will be deemed binding on Supplier until Supplier issues a written acceptance of such order.

3.2 Supplier reserves the right to alter quantities, delivery dates and lead times of the order following consultation with the Buyer. 

 

4  - prices

4.1 Prices for Products are set forth in the pricelist provided to the Buyer. All prices quoted shall be in Euro (“EUR”) Ex-Works (Incoterms 2020) Supplier’s shipping point, unless indicated otherwise on the price list.

4.2 Supplier may increase prices at any time in its sole discretion but will use its reasonable efforts to give the Buyer at least thirty (30) days prior notice before the effective date of the price changes. PO's already accepted by Supplier before the effective date of any change in price will remain at the price at the time of acceptance of the PO.

4.3 All prices specified by Supplier are excluding sales tax and/or other levies and are based on the pricing factors applicable at the time of the offer.

 

5. – delivery and transfer of risk

5.1 Periods indicated or accepted by Supplier for delivery or the carrying out of activities/services are meant as an indication only. The sole expiry or exceeding of a period does not cause a situation of default and does not give the Buyer right to damage compensation. 

5.2 Unless agreed otherwise, accepted orders will be delivered, and risk of damage of loss in the products shall transfer upon delivery in accordance with, Ex-Works (Incoterms 2020) Supplier's facility.  

5.3. If delivery of the products cannot take place in conformity with the delivery protocols applicable at Supplier due to circumstances attributable to the Buyer, any extra charges or damage will be charged by Supplier to the Buyer.

5.4. If the Supplier suffers from a shortage of products for any reason (including due to force majeure events), Supplier may allocate available products amongst its customers on an equitable basis having regard to their requirements.

 

6. – reservation of ownership

6.1 To the maximum extent permitted by law, title to all Products remains with Supplier until full and irrevocable payment of the price for such Products (including transportation charges (if so agreed), taxes and late payment interests).

6.2 Up until the time of payment, the Buyer is bound to store the products in such a way that the products are recognizable as subject to reservation of ownership. In the event of late payment the Buyer must return products still in stock on the first request of Supplier. Without prejudice to the foregoing, the Buyer hereby gives to the Supplier irrevocable authority to enter its premises without notice for the purpose of collecting and removing the products.

 

7. – non-conformities and returns

7.1 The Buyer must inspect the products immediately after delivery or have them inspected. If on delivery the products so not suffice with regard to the agreement, the Buyer must report this no later than within five (5) days of delivery by e-mail to Supplier. In the case of exceeding this period, the Buyer is considered to have accepted the products and waives any rights and authority that the Buyer may have on the basis of the law and/or the agreement and these General Conditions.

7.2 Claims based on a non-conformity by the Buyer as referred to here do not suspend the payment obligations of the Buyer. 

7.3 If after receiving a complaint from the Buyer Supplier confirms that there is a non-conformity of the products supplied, Supplier shall, at its option, replace the non-compliant products or grant Buyer a credit for such non-compliant products against future purchases. Except as expressly provided otherwise in these General Conditions (such as in the product liability indemnity in Section 10.1), such replacement or credit shall constitute Supplier's sole liability in relation to such products.

 

8. – payment

8.1 Unless otherwise agreed in writing, all invoices sent by Supplier must be paid by the Buyer within thirty (30) days of the invoice date to one of the bank accounts mentioned on the invoice of Supplier and in the currency specified on the invoice.

8.2 The Buyer becomes in default by virtue of the sole expiry of the payment period without notice of default being required. Interest on late payments shall accrue daily and compound monthly at the one (1) month EUR LIBOR interest rate plus three percent (3%) per annum, without being less than five (5) %, but in no event to exceed the highest lawful rate of interest, calculated from the date such amount was due until the date payment is received by Supplier.

8.3 Each payment by the Buyer firstly covers the settlement of this due interest as well as the judicial and extrajudicial costs, and is then deducted from the oldest outstanding claim. 

8.4 Buyer may not set-off, deduct or withhold payment of any amount due to Supplier because of any counter-claim, abatement, or other reason.

 

9. – warranty

9.1 For the products supplied and services carried out – to the extent these are provided by third parties – Supplier never gives a longer warranty than given to Supplier by the abovementioned third parties. 

9.2 Without prejudice to the above, for the products manufactured or supplied by Supplier, Supplier provides a warranty in accordance with the following provisions:

(a) Supplier warrants that the Products to be delivered to Buyer pursuant to this Agreement conform to the specifications for the products as communicated by Supplier to Buyer and have been manufactured in accordance with Regulation 1907/2006 concerning the Registration, Evaluation, Authorisation and Restriction of Chemicals (REACH), establishing a European Chemicals Agency as may be replaced and/or amended from time to time and are checked in accordance with an internal quality control procedure, incorporated in CI Lines ISO 9001 certification.  This warranty is the sole warranty given by Supplier to Buyer relating to such Products and is exclusive of any other warranty or remedy, whether expressed or implied.

(b) Buyer will notify Supplier of (i) any (alleged) shortages, errors or visible defects in the shipment of Products, within five (5) days of Buyer’s receipt of such shipment and (ii) any latent defects, within eight (8) days from the date Buyer becomes or should have reasonably become aware of such defects. If a product is defective within its shelf life period as indicated on the Product and Supplier is responsible for such defect, Supplier shall, at its option, replace the non-compliant products or grant Buyer a credit for such non-compliant products against future purchases. Except as expressly provided otherwise in these General Conditions (such as in the product liability indemnity in Section 10.1), such replacement or credit shall constitute Supplier's sole liability in relation to such products. Supplier shall have no liability whatsoever to Buyer in respect of any alleged shortages, errors or defects in the Products unless it is notified of such shortages, errors or defects within the period set out in this Section.

 

9.3    Supplier will provide Buyer with the material safety data sheet for all Products for which such a material safety data sheet is available. It is Buyer's responsibility to use the products in a safe manner in accordance with the instructions on the label and in the material safety data sheet.

9.4    Buyer understands and agrees that Supplier can provide no warranties regarding product quality, product compliance and product traceability if the Products are no longer in their original package, as packed by the Supplier.  

 

10. – liability, indemnification and lapse

10.1 The Supplier shall indemnify, defend, and hold Buyer, its personnel, its self-employed contractors and directors harmless from and against any and all liabilities, losses, claims, demands, suits, proceedings, expenses, recoveries and damages, including attorneys' fees and other costs of litigation, losses or causes of any action caused by a claim by any third party for compensation on the basis of the local implementation of the EU Product Liability Directive 85/374/EEC, except to the extent such claim is attributable to the Buyer, employees, agents, representatives or subcontractors.

10.2 The Buyer shall indemnify, defend, and hold Supplier, its personnel, its self-employed contractors and directors harmless from and against any and all liabilities, losses, claims, demands, suits, proceedings, expenses, recoveries and damages, including attorneys' fees and other costs of litigation, losses or causes of any action caused by (i) any breach by the Buyer of its obligations under these General Conditions, and/or (ii) any statement, representation, warranty or advertisement issued by Buyer or its employees, subcontractors, agents or invitees which exceeds in scope or is different in meaning from statements made by Supplier in its own literature or the Product specifications.

10.3 Under no circumstances will either Party, their agents or licensors be liable to the other Party for any loss of income, loss of actual or anticipated profits, loss of business, loss of contracts, loss of goodwill or reputation, loss of anticipated savings, loss of marketing commitments, loss of data, goodwill, use of money, or use of the Products, interruption in use or availability of data, stoppage of other work or impairment of other assets or any type of lucrum cessans or any consequential, indirect, special, punitive, or incidental damages, suffered by the other Party, whether foreseeable or unforeseeable, based on claims in contract (including grave fault), tort or otherwise arising out of or in connection with these General Conditions, the sale of Products, or performance of the deliverables resulting therefrom.

10.4 In no event shall the aggregate liability to Buyer which Supplier and its agents or licensors may incur, whether foreseeable or unforeseeable, based on claims in contract (including grave fault), tort or otherwise arising out of or in connection with these General Conditions or the sale of Products exceed the total amount paid to Supplier by Buyer for sales of Products under these General Conditions in the six (6) months prior to the event(s) giving rise to the claim for damages.

10.5 Each Party shall carry comprehensive general liability insurance of a type as is reasonably necessary to protect their interests and fulfil their obligations under this Agreement as customary in the industry.

10.6 The provisions of this Section 10 shall not apply only when and to the extent that applicable law specifically requires liability, despite the foregoing exclusions and limitations.

10.7 To the extent not agreed otherwise in writing, the right of the Buyer to make
legal claims on the basis of the agreement or these General Conditions lapses one
year after the delivery date.

 

11. – intellectual proprietary rights

All rights to intellectual property (including know-how) with respect to deliveries, activities and services provided by Supplier remain exclusively with Supplier or its licensers. The Buyer only obtains a right of use to the extent required to be able to use the deliveries, activities and services in compliance with these conditions.

 

12. - applicable law and competent court

12.1 All sale offers, purchase orders and sale-purchase agreements resulting therefrom between Supplier and Buyer shall be governed by the laws of Switzerland, without giving effect to any other choice-of-law or conflict-of-laws rules or provisions (Swiss, foreign or international) that would cause the laws of any jurisdiction other than Switzerland to be applicable. Supplier and Distributor expressly exclude the United Nations Convention on Contracts for the International Sale of Goods.

12.2 In the event of any dispute, controversy or claim arising out of or relating to a sales offer, purchase order or a sale-purchase resulting therefrom, the competent courts of Switzerland shall have exclusive jurisdiction. Notwithstanding the foregoing, the Supplier has the right to bring a claim against the Buyer arising out of or relating to a sales offer, purchase order or a sale-purchase resulting therefrom before any court of competent jurisdiction, including in the country of the Buyer, if it would in its sole discretion decide to do so.

 

13. - other provisions

Whenever possible, the provisions of these General Conditions shall be interpreted so as to be valid and enforceable under applicable law. However, if one or more provisions of these General Conditions is found to be invalid, illegal or unenforceable (in whole or in part), the remainder of the provision and of these General Conditions shall not be affected and shall continue in full force and effect as if the invalid, illegal or unenforceable provision(s) had never existed, subject, however, to the operation of this clause not negating the essential commercial and other aspects of these General Conditions. Moreover, in this case, the parties shall amend the invalid, illegal or unenforceable provision(s) or any part thereof and/or agree on a new provision which embodies as closely as possible the purpose of the invalid, illegal or unenforceable provision(s).