Terms & Conditions

  

  1. These general conditions apply to all offers, orders, purchase and sale agreements, by, with and from Universal Woods. All deviations are subject to prior written consent of Universal Woods. General conditions of the customer are explicitly excluded.
  2. Offers from Universal Woods are valid for a period of thirty days.
  3. All taxes as well as transport costs are at the customer’s expense. They are never included in the price or offer and will be charged separately.
  4. The invoice is payable to Universal Woods’ registered office within 30 days after the invoice date or as mentioned otherwise. Incomplete payment of an invoice when due, makes all other invoices, whether or not due, claimable by virtue of law and without prior notice of default. In the event of late payment of the amount due, a statutory interest equal to 1% per month and additional conventionally fixed damages of 10% of the principal sum with a minimum of 125 EUR are due by virtue of law and without prior notice of default.
  5. If the confidence in the customer’s creditworthiness is disturbed, Universal Woods reserves the right to demand appropriate guarantees from the customer.
  6. Universal Woods’ delivery periods are only indicative. The customer does not have the right to cancel the order or demand damages due to non or late delivery.
  7. The delivery of sold goods takes place “Ex Works”, Incoterms 2016 at the warehouses in Boom (Belgium): the risk of the goods is transferred at the moment Universal Woods has loaded the goods at its premises on the first carrier’s means of transport. Regardless of what is stated in previous sections, the customer and Universal Woods may agree that Universal Woods takes care of transportation. The risk and cost of transport and unloading will in that case also be at the customer’s charge. After Universal Woods has reported that the goods are at the disposal of the customer, the customer will immediately take all necessary actions to receive the goods. If the customer does not meet this obligation, the goods will be stored at the customer’s full risk.
  8. The customer will check each delivery by Universal Woods immediately after receipt. Complaints are only admissible if reported by registered letter, including a detailed and limitative list of defects, within thirty days after receipt of the goods. All use, even of part of the delivery, presupposes its approval.
  9. Universal Woods, in his capacity of seller, is not responsible for hidden defects it is not aware of. All hidden defects must be reported by the customer to Universal Woods within thirty days after their discovery.
  10. If Universal Woods accepts the abovementioned defects, Universal Woods shall, at its option and expense, either repair the goods or furnish a replacement therefore “Ex Works”, Incoterms 2016 at the warehouses in Boom (Belgium).
  11. The goods sold by Universal Woods only become property of the customer after full payment of the price, as the case may be increased by interest and additional fixed damages. Until full payment, the customer will not be entitled to pledge or otherwise encumber the goods, nor transfer ownership or other rights regarding the goods to third parties. The customer guarantees that the retention of ownership-title by Universal Woods will not be jeopardized by any cause whatsoever (e.g. the customer will take care  that the goods will not become immovable because of incorporation within the immovable assets of the customer). The customer will defend at its expense any suit or proceeding affecting the goods and promptly pay all taxes and other charges by any governmental authority when levied or assessed against the goods. In case of bankruptcy, liquidation or dissolution and the customer has not yet obtained ownership of the goods, Universal Woods will have the right to claim back the goods.
  12. Each circumstance of force majeure or coincidence exempts Universal Woods by virtue of law of any obligation, without the customer having a claim to any damages. If Universal Woods is dependent on third party deliveries, this stipulation also applies in the event of force majeure or coincidence on behalf of these suppliers that could affect the delivery. The following is considered as force majeure, without being limiting: accidents, fire, breakage of material, exceptional traffic disturbances, exceptional climatic and weather conditions, strikes, import or export limitations or other government measures. If in consequence the total demands cannot be supplied, Universal Woods may allocate available supply among its present and future customers on such basis as Universal Woods may deem fair and practical
  13. Universal Woods warrants that the goods shall conform to prevailing industry standards for such products unless altered by mutual written agreement between the customer and Universal Woods, without including any warranty of merchantability or fitness for a particular purpose. The aforementioned warranty is voided if repairs or alterations in the goods are performed by anyone other than Universal Woods without its prior written permission.
  14. Furthermore, Universal Woods may only be held liable insofar as the customer proves that Universal Woods has made a major error or gross omission, or in the event of fraudulent intention. Universal Woods’s liability is limited to repairing anticipated, direct and personal damage suffered by the customer, excluding damages to persons and all indirect, immaterial, incidental or consequential damage such as, but not limited to, loss of income and profit, loss of customers, loss of contracts and supplementary costs. In all cases Universal Woods’ liability is limited to the amount of the purchase price.
  15. If and insofar as Universal Woods is a manufacturer in the sense of the law of 25 February 1991 concerning product liability, its liability with regard to the victim is excluded if the damage is caused by a defect in the product as well as an error of the victim or a person for whom the victim is responsible.
  16. If the customer would, is or would be in a state of dissolution or bankruptcy or is in apparent insolvency, or does not meet one of its obligations, such as refusal to provide appropriate guarantees or late payment of invoices, Universal Woods reserves the right to either suspend the execution of its obligations without prior notice of default, or to fully or partly terminate the contract without prior notice of default and judicial intervention, even if the goods have already been sent partially or fully. The customer will be informed by registered letter of the option that has been chosen.
  17. Belgian law applies. In the event of dispute which is not resolved amicably between the parties, upon Universal Woods’ choice, either the courts of the registered office of Universal Woods are competent, or any other competent court by choice of Universal Woods, or the matter in dispute shall be finally settled under the CEPINA Rules of Arbitration by an arbitral tribunal composed by three arbitrators, having its seat in Antwerp – Division Antwerp (Belgium). The arbitration shall be conducted in the English language. The law of August 2, 2002 regarding late payment in commercial transactions shall also be applicable.