1. General Provisions
1.1. In the absence of specific agreement between the parties in writing, the clauses and conditions mentioned hereinafter, and considered as known and accepted without reserve by the purchasers/customers, constitute the entirety of the agreements and understandings between the Purchaser and SENTINALCO.
1.2. In the event of ambiguity or of contradiction between the non-constraining legal provisions or the Purchaser’s General Conditions and the General Conditions of Sale of SENTINALCO hereinafter, the provisions of these General Conditions of Sale shall always prevail. These General Conditions of Sale shall exclusively apply to all legal relationships between SENTINALCO and the Purchaser.
1.3. All amendments or additions to these General Conditions of Sale shall be constraining only if they have been accepted by SENTINALCO in writing. SENTINALCO reserves the right to amend these General Conditions of Sale at any time.
1.4. If one or more provisions of these General Conditions are declared entirely or partially void at any given time, the other General Conditions shall continue to apply in full.
1.5. In the absence of a specific contrary provision in these General Conditions, no action or absence of action, no silence or any other behaviour of SENTINALCO shall be able to be regarded as a waiver or a renunciation of any right or advantage stemming from these conditions, unless specifically indicated in that sense.
1.6. The Purchaser is not authorised to transmit his, her or its rights and obligations under the conditions of this contract to a third party, in whole or in part, without SENTINALCO’s consent in writing.
2. Purchase and Sale
2.1. The Purchaser irrevocably undertakes to buy from SENTINALCO the products as described in the order confirmation, under the terms of these General Conditions that shall apply to the sale. Oral offers, orders and agreements shall commit SENTINALCO only insofar as they are confirmed in writing by SENTINALCO or if SENTINALCO ratifies them by shipping the goods and sending the invoice.
2.2. In no case shall SENTINALCO be required to accept any orders if the Purchaser does not, in SENTINALCO’s opinion, offer sufficient guarantees of the honouring of his, her or its commitments, while the service required in any way exceeds the Purchaser’s order in question.
3. Prices and Payments
3.1. All SENTINALCO’s prices and products shall be subject to change at any time without prior notice, up until the moment of the specific confirmation by SENTINALCO of the order placed by the Purchaser, which implies acceptance of the indicated prices.
3.2. The prices mentioned in the order confirmation shall be net prices, and therefore excluding withholdings and other taxes, VAT, charges (additional), contributions, customs and excise duties or deductions of any other kind, all of which shall be charged to the Purchaser.
3.3. The Purchaser shall proceed with the payment in accordance with the conditions appearing in the order confirmation. The Purchaser shall under no circumstances be authorised to defer the obligation to pay or to offset or deduct any amount for any reason whatsoever.
3.4. Unless stated otherwise in writing, SENTINALCO’s sales shall be made for payment in cash at its head office or into a bank account or a postal order account that SENTINALCO has opened.
3.5. The Purchaser undertakes to pay the invoice within the payment period mentioned on the invoice or in its absence, in cash. For any late payment on the part of the Purchaser, SENTINALCO shall automatically and without notice be able to add interest at a rate of 1% per month to the amount due until payment in full has been received. Moreover, in the event of late payment, SENTINALCO shall automatically be entitled to a contractual indemnity equal to 10% of the amount mentioned on the invoice.
3.6. If the Purchaser has not made the payment within five (5) working days as from the expiry of the indicated payment period, SENTINALCO shall have the right to terminate the contract unilaterally by registered letter if the Purchaser has taken no action within the period laid down in the formal notice sent by SENTINALCO. In that case, SENTINALCO shall be able to claim the return of the delivered products and shall also be entitled to demand an additional indemnity equal to 20% of the value for the contract or, if that proves to be insufficient, for the damage actually incurred by SENTINALCO.
4. Retention of Title
4.1. SENTINALCO shall retain the title of the goods until the invoice has been paid in full.
4.2. Until said payment in full, the Purchaser shall therefore be unable to transform the goods, to sell them, to rent them, to pledge them or to dispose of them in any other manner as long as the invoice has not been paid in full. The Purchaser shall carefully keep those goods and shall preserve them from any surety, guarantee or expropriation by third parties.
4.3. The Purchaser must keep the products that are sold under retention of title in their origin packing and in such a way that they cannot be confused with similar products coming from another supplier.
4.4. In the event of a demand for the products by SENTINALCO, SENTINALCO shall be able to deduct the advances received from a possible claim for damages addressed to the Purchaser (whether because of a penalty clause, or because of restitution or repair costs).
4.5. The Purchaser shall be required to inform SENTINALCO forthwith in the event that third parties would assert any rights on the products that had been delivered by SENTINALCO under retention of title or in the eventuality that the Purchaser would be aware of the fact that third parties were intending to assert their rights on the aforesaid products.
4.6. In the event of the Purchaser’s failure to comply with the aforesaid obligations, the Purchaser shall immediately return the delivered products to SENTINALCO at his, her or its own expense and risk after receiving formal notice by registered letter from SENTINALCO to do so.
4.7. The Purchaser hereby irrevocably mandates SENTINALCO in this sense to enter – on its own account or via a third party - the grounds and/or the rooms where the delivered products in question are to be found in order to load them and to repossess them.
5. Delivery, Risks and Control
5.1. The delivery times that are indicated are always indicative and depend on the availability of the products.
5.2. No overrun of the indicated delivery periods shall under any circumstances be able to give rise to a claim for damages on the part of the Purchaser, nor to a revocation or cancellation of the pending order.
5.3. The contract shall always be able to be cancelled at the request of one of the parties if in the absence of the delivery concerned and after receipt by SENTINALCO of formal notice emanating from the Purchaser by which SENTINALCO is given a period of sixty (60) working days to perform, no delivery has taken place at the end of that period, unless it is question of force majeure concerning SENTINALCO. The aforesaid period shall be prolonged to ninety (90) working days if it is a question of a product that SENTINALCO does not have in stock. The Purchaser shall be able to obtain the restitution of his, her or its downpayment but any other payment or indemnity shall be excluded.
5.4. Particular cases of force majeure - which would release SENTINALCO from its obligation to deliver - are included in Clause 8 of these General Conditions of Sale, although this list is not exhaustive.
5.5. Furthermore, SENTINALCO shall not be able to be held liable for delays to the delivery times that are the consequence of stipulations, scientific research, or other obligations stemming from the provisions of REGULATION (EC) N° 1907/2006 OF THE EUROPEAN PARLIAMENT AND COUNCIL of 18 December 2006 and the application of those regulations concerning the registration, evaluation and authorisation of chemical substances, nor the restrictions that apply to those substances (hereinafter the REACH Regulations). SENTINALCO shall however do its utmost to inform the Purchaser in good time of the delays to be envisaged.
5.6. SENTINALCO shall make every reasonable endeavour to inform the Purchaser, if necessary, of the aforesaid situations of force majeure. In each case, an eventual delivery shall take place only if the Purchaser has duly honoured his, her or its obligations with respect to SENTINALCO.
5.7. The risks relating to the products and/or the packing shall fall to the Purchaser as of the products’ departure from SENTINALCO’s storage facilities, whatever the method of delivery and even if the deliveries have taken place free of charge, and in spite of the application of the retention of title provision as stipulated in Clause 4. It follows in particular that the products and/or their packing shall be transported at the Purchaser’s risk, which or whom should issue possible reserves or establish the necessary recourse procedures at the level of the responsible carriers in the event of damage, losses or products missing from the delivery. However, when the transport is carried out by a SENTINALCO vehicle, the risks of loss of or damage to the products and/or their packing shall remain with the SENTINALCO and shall be passed to the Purchaser only when the products are placed at his, her or its disposal.
5.8. The advice provided by SENTINALCO and its technical notices are given to the Purchaser to the extent and within the limits of SENTINALCO’s knowledge and possibilities. They shall under no circumstances imply any liability on the part of SENTINALCO, whatever their form.
5.9. On receipt of the products, the Purchaser must immediately examine whether the delivered products correspond in all points of view with the contract, in particular with regard to their quantity and quality. The Purchaser shall take every reasonable precaution to avoid any pollution of the products not caused by SENTINALCO during the transport or in any other manner as from the moment when the Purchaser introduces the products into his, her or its production process. The Purchaser shall carry out this control in all circumstances before putting the products into circulation or production. Moreover, the Purchaser undertakes not to use the products delivered by SENTINALCO in a production cycle without having first ascertained that the products correspond to the desired specifications for the production in question. The Purchaser recognises that this contract is entered into on the basis of his, her or its own knowledge and experience and not on the basis of those of SENTINALCO.
5.10. In the absence of any control or in the event of a positive result, the Purchaser shall be deemed to have accepted the delivery and the goods as soon as those goods are unloaded on the Purchaser’s premises or are collected by the Purchaser from SENTINALCO’s storage facilities. The Purchaser shall thereafter be unable to refuse those goods or to claim any compensation.
5.11. In the event that the Purchaser does not ascertain that the products correspond to the desired specifications for the production process concerned, namely, the properties that are required for the final application of the product, before using them in a production phase, or if the Purchaser does not take account of the safety information data supplied in accordance with the REACH Regulations or of the related exposure scenarii during the use of the delivered products, SENTINALCO shall under no circumstances be able to be held liable for any ensuing direct or indirect damage.
5.12. SENTINALCO shall moreover not be liable for any damage that occurs after the delivery and the control established in this clause and resulting from the secondary processing of the goods by the Purchaser or his, her or its customers or staff or by a SENTINALCO employee, on the Purchaser’s instructions. Any subsequent processing or use of the delivered goods shall release SENTINALCO from its liability. Nor shall SENTINALCO be liable for any fine or any other sanction that proves to be the consequence of the use of the delivered products. It is the responsibility of the Purchaser who or which uses the products to ensure that his, her or its products are launched on the market according to the legal rules and provisions in force.
5.13. If, after the control, the goods are considered to be non-compliant or defective, SENTINALCO shall be able, at its own discretion, to replace those goods within a reasonable time-frame, unless it disputes the results of the control. This is the only possibility for the Purchaser. Both the Purchaser and SENTINALCO undertake to take account in this respect of the possible price differences between these goods.
6.1. Every complaint must be lodged by registered letter, on pain of inadmissibility.
6.2. Non-compliance and/or visible defects of the delivered goods must be communicated to SENTINALCO at the latest within five (5) working days of the delivery and the control mentioned in Clause 5, duly justified and by registered letter, failing which every complaint shall be regarded as inadmissible.
6.3. No goods shall be able to be returned without SENTINALCO’s prior consent. In the event of an agreed take-back, the goods shall be credited, unless they have been damaged - even slightly. Moreover, the goods shall be taken back only in their original packing. Goods with visible defects shall under no circumstances be taken back. SENTINALCO reserves the right to control the correct workings of the goods or the presence of possible invisible damage after a possible return. The result shall be communicated to the Purchaser within the week of the receipt of the goods.
6.4. For latent defects, SENTINALCO shall be able to be held liable only within the limits of the following provisions:
Each complaint must be addressed to SENTINALCO by registered letter within five (5) working days of its discovery, accompanied by a precise indication of the subject of the complaint and the invoice of the goods to which the complaint refers;
The right to lodge a complaint disappears in any event after two years, as from the delivery and the control of the product, as envisaged in Clause 5.
6.5. The fact that a complaint has been lodged shall not exempt the Purchaser from complying with these General Conditions.
6.6. The aforesaid provision shall only apply to goods that are the subject of the contract and such as defined in the order confirmation and related documents. Goods that have been adapted, used or transformed shall under no circumstances be taken back and/or refunded and shall release SENTINALCO from any other liability (see 5.12).
7.1. The warranty for latent defects consists only of the replacement of the goods, excluding any demand for compensation, whatever the reason. The warranty for defects of this kind shall be valid for two years as from the delivery of the merchandise.
7.2. In the absence of specific contrary provisions in writing, the warranty comprises only an obligation of means intending to replace the goods presenting latent defects.
7.3. SENTINALCO’s warranty shall be entirely excluded as long as the payment and delivery terms laid down in these General Conditions have not been exactly and completely carried out.
8. Third Party Liability
8.1. Cases of force majeure, for any reason, any breakdowns and obstacles in the company and at the time of the deliveries, any events beyond SENTINALCO’s control that complicate the delivery, any transport obstacles or delays, as well as the non-delivery of goods by suppliers, strikes, lock-outs, import or export bans or limitations, fires or accidents, mobilisation, wars or troubles, or legal provisions, shall give SENTINALCO the right to cancel the obligations partially or definitively or to suspend them, without SENTINALCO being able to be held liable for any ensuing damages.
8.2. Within the limits of the legislation in force, SENTINALCO (as well as its subsidiaries, suppliers, licensees or manufacturers) shall under no circumstances be liable for any loss or related expenses on the part of the Purchaser and/or his, her or its customers, of whatever nature, ascribable to the non-delivery of the goods, the non-compliance of the goods or for any other reason, including, but not exhaustively, costs ascribable to loss of profit, interruption of activities, loss of information, non-utilisation of the goods, loss of data or damage thereto or impairment of reputation.
8.3. SENTINALCO shall absolutely not be able to be held liable for damage to or by third parties, nor for damage caused either by a defect in the object, or by a fault of the Purchaser, or of a person for whom the Purchaser is responsible.
8.4. SENTINALCO shall only be able to be held liable for direct damage stemming from latent defects in the delivered goods, and within the limits of these General Conditions. The total amount of the indemnity that SENTINALCO shall have pay for any reason shall under no circumstances be able to exceed the amount that had been paid by the Purchaser for the products that have caused the damage. Consecutive damage shall not be taken into account for the indemnity.
9. Use of the Products
9.1. The Purchaser undertakes to comply, during the use, transport, storage and processing of the products, with all of the rules relating to environmental protection, public health and the protection of persons and properties. The Purchaser undertakes to comply with all of the legal provisions and with SENTINALCO’s indications with regard to the products. The Purchaser undertakes to ensure that trade practices are fully adhered to by the members of its staff, and shall draw the attention of its members of staff to the importance of those practices each time that they use, transport, store or transform SENTINALCO’s products. The Purchaser undertakes to sell the products only to people who are able to use them, to preserve them and to transform them in accordance with the strictest safety stipulations.
9.2 Several of SENTINALCO’s products are designated by a brand. If those products are transformed or mixed with other components as composed or added elements, the aforesaid brands shall in no way be able to be used without SENTINALCO’s specific consent in writing. Delivery under a brand name shall not be able to be regarded as agreement on SENTINALCO’s part for the use thereof for the products manufactured by the Purchaser. Agreement to use SENTINALCO’s brands supposes the Purchaser’s compliance with their conditions of use.
10. End of the Contract
10.1. In the event that the Purchaser should fail to comply with these conditions, he, she or it hereby formally accepts that SENTINALCO shall be able to delay or to suspend all deliveries and even that it shall be able to cancel orders or terminate the purchase contract.
10.2. In that case, SENTINALCO shall also be able to retain all the amounts already paid by the Purchaser, these amounts being used as compensation as partial payment of the damages.
11.1. The fact that the Purchaser does not receive these General Conditions in his, her or its mother tongue does not release him, her or it from his, her or its obligations.
12. Jurisdiction and Applicable Law
12.1. These General Conditions are governed by Belgian law. The Customer hereby formally renounces the application of the United Nations’ Convention on international sales contracts relating to movable goods.
12.2. The Belgian courts shall have exclusive jurisdiction for hearing possible disputes.