1. Purpose


1.1. These terms and conditions of sale apply to all our sales contracts, offers and price revisions, unless otherwise specified.  Under these terms and conditions, the Buyer’s terms and conditions are expressly excluded, regardless of the date they were sent.  These terms and conditions will also apply to all subsequent sales made to the Buyer.  Any provisions included in the Buyer’s documentation after our commercial offer or after the establishment of a purchase order, and that modifies these terms and conditions, shall be considered null and void, unless we have expressly accepted them in writing.

1.2. The Buyer acknowledges by the act of placing an order and/or payment that they were made aware of these terms and conditions prior to placing the order and they agree to these.


  1. Commercial offers and orders


2.1. Our commercial offers are in no way binding and may be modified at any time, even if they have a period of validity.  No change made by the Buyer to a commercial offer shall be valid if we have not expressly accepted it in writing.

2.2. Orders shall not be considered accepted until express written confirmation has been made by us.


  1. Pricing and terms of payment


3.1. To the extent permitted by law, if, between the acceptance of the order and the delivery of the products, exceptional circumstances occur that affect the economic balance of the sales contract, the price and terms of payment may be changed to the exact extent necessary to restore economic balance.  In this case, we will send a notification to the Buyer, who shall have the right to cancel the order within seven (7) days following the notification of the new price.  If the Buyer does not cancel the order within this time, the new conditions shall be assumed to be accepted by the Buyer and shall apply to the sale.

3.2. Unless we have indicated otherwise in writing, our prices do not include VAT or any other taxes.

3.3. All payments must be made in the currency mentioned on the invoice, within the agreed time frame and without deduction or compensation for any reason, unless otherwise stated on the invoice. Under no circumstances may the Buyer suspend payment obligations.

3.4. Without prejudice to any other rights available to the Supplier under a Contract or the Law, in the event of a late payment, the Supplier has the right to claim: (i) interest at the European Central Bank refinancing rate plus 10 points per year for each day of delay beyond the due date on the invoice, and (ii) a lump sum payment of a minimum of €40. The Supplier will also have the right to claim reimbursement of all collection costs incurred as a result of the late payment and the repayment of the Supplier’s fees in excess of the lump sum mentioned above, in the event of late payment.

3.5. If the Buyer does not pay on time, this shall constitute a breach of the Buyer’s contractual obligations in its own right and without the need for a formal notice.


  1. Deliveries and defects


4.1 Unless expressly stated otherwise, the delivery times indicated are purely indicative.  Non-compliance with them does not lead to the dissolution of the contract by fault of the Company DE LEUZE, nor to any damages of any kind for the Buyer.

4.2. Delivery may be suspended in any case due to force majeure.

4.3. Unless the parties have agreed specific Incoterms (as defined in the latest edition of the Rules of the International Chamber of Commerce for the interpretation of commercial terms), the transfer of risk of loss or damage to Products is effective upon departure from the factory / when the Products have been made available to the Buyer for removal by or on behalf of the Buyer.

4.4. In case of visible or apparent defects, the Buyer must inform us immediately in writing upon receiving the Products.  In case of unseen or hidden defects, the Buyer shall immediately send us a notification upon discovery of such defects.


  1. Reservation of title


Merchandise remains our property until the final payment in full of the invoice in which it is included.


  1. 6. Guarantee


6.1. The Supplier guarantees that, on the date of delivery, the Products delivered shall be in compliance with the technical specifications mentioned in the Contract.  The Supplier makes no other guarantee, express or implied, concerning products or services.  All legal or regulatory guarantees that may be applied, including guarantees of compliance or of genuine or merchantable quality, are expressly excluded.

6.2. In the case that the Products are not in conformance with the specifications at the time of delivery, the Supplier may choose to replace, at the Supplier’s cost, the quantity of non-conforming Products that are returned with a corresponding quantity of Products that conform to specifications; or to credit the Buyer with the amount invoiced for the non-conforming Products.


  1. Packaging


7.1. All packaging is included and disposable, and in no case are we responsible for what happens to this packaging.

7.2. The Buyer commits to remove from the packaging any mention of the previous owner.


  1. Force majeure


In cases of force majeure, and in any circumstances in general that may prevent, reduce or delay manufacturing or shipping, we may, if necessary, reduce or suspend the execution of our obligations, and the Buyer shall not have the right to claim damages and interest during the duration of the force majeure.  The terms ‘force majeure’ and ‘circumstances’ shall be understood to refer to any cause, event or circumstance beyond our reasonable control, including: war, mobilisation, strike or lockout, riot, social conflict, breakdown of machinery or halt to production, explosion, fire, natural disaster, flood, restriction or block of means of transport, difficulties with raw-material or energy supply, and all forms of government intervention.  If such a case of force majeure or such circumstances continue for a period of at least ten (10) days, we shall have the right to terminate the contract with immediate effect, by notification.


  1. Confidentiality


Information and data of technical, commercial, economic and other natures that concern the Supplier’s activity, particularly including Supplier’s formulas, specifications, services, plans, programmes, processes, products, prices, operations and clients, of which the Buyer or its subsidiaries, executives or employees may be aware in the context of and during the execution of the Contract, shall be considered by the Buyer to be the confidential property of the Supplier, and the Buyer shall use them only for the benefit of the Supplier and only in the context of and during the execution of the Contract.  In addition, the Buyer shall not disclose them to third parties, including departments within an administration or another authority, during or after the time of the Contract, without previously obtaining in each case the written authority of the Supplier.  All information of this nature that is disclosed in writing or by any other material means by the Supplier to the Buyer shall be returned to the Supplier at the Supplier’s first request or upon the expiry of the Contract.


  1. Data processing


The Company DE LEUZE has the right to process personal data provided by clients and to retain them for tracking, use and updating in a client file used by the DE LEUZE group.


  1. Safety/environment


With regard to chemicals, all orders imply that the Buyer complies with the applicable legislation and regulations, including those relating to worker protection, environmental protection, transport of hazardous materials and best professional practices.


  1. Contract language


If these General Terms of Sale are brought to the Buyer’s attention not only in the language in which the contract is finalised (contract language), but also in another language, it is for the sole purpose of enabling understanding.  In the event of differences of interpretation, the text written in the contract language shall be applicable.


  1. Applicable law/competent jurisdiction


These General Terms of Sale and any related contract shall be governed by applicable law in the country where our head office is located, and shall be interpreted in accordance with that law, excluding the United Nations Convention on Contracts for the International Sale of Goods.  All disputes between the parties regarding this contract shall be subject to the relevant courts in the country where our head office is located.