NDQ is a Belgian company with registered office at Koffieweg 2, 8380 Bruges, Belgium, registered at the Crossroads Bank for Enterprises under number 0870.091.384.
All our quotations/contract confirmations/contracts are governed by the following general conditions. An order for our services assumes the acceptance of our general conditions. Acceptance of these general conditions implies that the customer fully and irrevocably renounces its own general or special (purchase) conditions, if any. The general conditions of our customers can only be deemed to be accepted if they are expressly accepted by us in writing before the execution of the order.
Quotations and orders
All our quotations are without obligation. Every quotation is valid for thirty (30) calendar days after the date given on the quotation. All orders will only be accepted verbally at the customer’s risk. All orders received (either in writing or verbally) as well as any changes to the contractual provisions are only binding on us after confirmation in writing.
Any cancellation of an order must take place in writing. In the event of a cancellation, the customer will, automatically and without prior notice, pay fixed compensation equal to 75% of the value of the contract due to NDQ, without prejudice to NDQ’s right to prove higher damages
Delivery and performance
Our delivery times are given for information purposes only and are approximate. The customer acknowledges and accepts that the delivery time does not form an essential contract condition, such that exceeding a delivery time cannot lead to the termination or dissolution of the contract, nor to any compensation.
If we are obliged to complete customs formalities for the delivery of the goods, we shall have recourse to a third party to do so. This third party will carry out the customs formalities in the name and on behalf of our customer. We can under no circumstances be held liable for customs formalities.
The customer guarantees access to its premises. All services that are necessary due to difficulties in performance will be invoiced accordingly.
Any delays in delivery that may be ascribed to the customer, including the supply of insufficient or incorrect information necessary to the completion of customs formalities, shall be invoiced by us at the current hourly rate unless otherwise agreed in writing. Any consequential losses resulting from this delay shall also be claimed from the customer.
Waiting times exceeding one excess hour per load during loading or unloading are at the customer’s expense and shall be invoiced by us at the current hourly rate unless otherwise agreed in writing.
Price and payment
Our prices are determined taking account of the prices of raw materials, wages, social charges, machinery, fuel, etc. in force at the time of our price quotation and are not binding on us. Our net prices are expressed in euro, excluding VAT, duties and costs. In the event of an order, prices are subject to review in accordance with the price revision clause in our quotation, order confirmation or purchase order. In the absence or our order confirmation, the following price revision clause shall apply: [price revision clause]
All taxes and duties (including import duties and VAT) shall always be borne by the customer. Any costs associated with the completion of customs formalities shall also be met by the customer.
Invoices are payable in Bruges, thirty (30) days after the invoice date, and without discount, unless otherwise agreed in writing. Only payments made directly to NDQ shall discharge liability. In the event of non-payment of the invoice on its due date, late payment interest of 2% per month shall be due, automatically and without prior notice, on all unpaid amounts, as well as fixed compensation of 15% with a minimum of €75 and a maximum of €2 000 per invoice.
Non-payment of our invoices on their due date renders all our claims against the customer immediately due and payable, automatically and without prior notice, and entitles us to suspend the contracts still in progress.
The customer is not entitled to offset any claim it may have on NDQ with NDQ’s claim(s) against the customer. However, NDQ is entitled at any time, even in the event of bankruptcy, judicial arrangement or any other insolvency procedure on the part of the customer, to apply setting-off between the mutual claims that exist between NDQ and the customer. This setting-off may be applied regardless of the subject, form or origin of the mutual claims.
In the event of non-payment of one of our invoices or doubt concerning the customer’s solvency, we may require an advance before proceeding to further performance. NDQ is also entitled at any time to require solid guarantees to ensure compliance with the agreement. In the event of failure to comply with one of the requirements of this article, we may terminate the agreement with immediate effect, without prejudice to our right to compensation for damages.
Right of retention
The parties are expressly agreed that all the orders and all our services form a whole and shall be considered as one and indivisible. Consequently, NDQ will be entitled to retain all goods handed over by the customer until payment of all amounts due to NDQ (principal and extras) has been made, even if the retained goods are the subject of another (paid) invoice. Delivery will therefore be refused until all NDQ’s claims against the customer have been settled in full.
In the event that the customer is not the owner of the goods transferred to NDQ, the customer undertakes to inform NDQ if the owner does not agree to NDQ’s right of retention. Failing this, NDQ may assume in good faith that the customer has the authority to subject the goods transferred to NDQ to right of retention.
All complaints, including those concerning payment or payment conditions, must be made in writing within ten (10) days of the invoice date. In the absence of timely contestation, our invoices shall be deemed to have been accepted. The customer may not use a complaint as a reason to suspend or delay its payments
NDQ is not liable for (i) immaterial and indirect or consequential damage, including (but not limited to) loss of profit, revenue and income loss, administration or staff costs, an increase in general costs, physical damage or death, damage and loss of data, loss of customers or claims from third parties, except in cases where the damage is caused by fraud or deliberate error on the part of NDQ, (ii) any damage resulting from force majeure.
The customer shall indemnify NDQ against all damages and third-party claims that may arise from the customer’s failure to comply with its obligations.
Each party is entitled to terminate the contract with immediate effect in the event of gross negligence on the part of the other party that has not been remedied within ten (10) working days after notice to the defaulting party, unless otherwise stipulated.
NDQ is entitled to terminate the contract with immediate effect if the customer enters bankruptcy, judicial arrangement or other state of insolvency.
In the event of force majeure, we retain the right to terminate the contract. Force majeure discharges NDQ from any liability or compensation that might so arise. Force majeure includes, but is not limited to: strikes, lock-outs, serious accidents affecting us or our suppliers, fire, frost and in general any event, including those abroad, which is beyond the control of the parties and which threatens the proper performance of our obligations.
Should any provision (or part-provision) of these General Conditions be unenforceable or conflict with a provision of mandatory law, this shall not affect the validity and enforceability of the remaining provisions of these General Conditions (or of that part of the relevant provision that is not unenforceable or in conflict with a provision of mandatory law).
Lorry transport is subject to the Convention for the International Carriage of Goods by Road (CMR).
Applicable law and competent court
All contracts are subject to Belgian law. All disputes fall under the exclusive jurisdiction of the courts of West Flanders, Bruges division.