GENERAL SALES CONDITIONS

2.1. Our proposals, catalogs, brochures, price lists, information and data sheets, provided to our customers, are not offers and are not binding. The offer is only valid for a period of 30 calendar days, unless another period has been explicitly agreed. 

2.2. We shall only be bound by our offer if the customer's order reaches us within the above-mentioned period. The prices mentioned in the offer are only valid if all the goods mentioned in the offer have been ordered and the minimum quantities mentioned in the offer have been purchased. Unless otherwise agreed, all work relating to installation, connection and commissioning, as well as work and materials relating to protection and materials for packaging are not included in the offer. 

2.3. The appendices, drawings and (assembly) diagrams of materials attached to any quotation or offer are only valid as an indication and are not binding. They are only attached as an aid in finding a solution to any difficulty and are not binding on us. We can make changes to the material up to the moment of approval of the order and even afterwards, but then under the restrictive condition that this material has the same adequate characteristics or corresponds to the needs of the customer, formulated in the order form. Our customer is fully responsible for any study regarding the installation, adjustment and assembly. He also ensures that the rules in force concerning noise, health and safety and all environmental norms in general are respected, even if a special material has been delivered at his request (with or without additional documents). We can only assume responsibility for the compliance of the material with specific or additional requirements if these have been formulated prior to the acceptance of the order or in a letter from which our explicit acceptance emerges. We can also agree, upon explicit request, to carry out certain studies. We can also agree, upon explicit request, to carry out certain studies ourselves or to have them carried out concerning installation, adjustment and assembly. In this case, these studies will be invoiced separately and our liability will be limited to our gross negligence in not complying with the rules of good workmanship. The following will also be invoiced separately: any study carried out by us at the customer's request and concerning the manufacture of a special material. 

3.1. All projects, studies, drafts, plans, quotes, photos, engravings, prints, samples, tests and pilot products etc. which are made available by our agents, representatives or staff, even in the case of extraordinary remuneration, are and remain our property. They must be returned to us upon our request if the provision was not followed by an order for the corresponding equipment or materials. We also reserve full intellectual property rights to the above-mentioned documents, as well as all industrial property rights, professional rights and subsequent rights that may arise from them. We undertake to respect the confidentiality of these documents and not to transmit, distribute, transfer, reproduce or carry out without prior agreement of the customer. 

3.2. The customer is not allowed to sell other products under our brand or trade name. Also, such a brand or trade name of the seller may not be used for objects etc. that are manufactured by the buyer even without the seller's permission. 

3.3. If the instruments referred to in Article 3.1 above are made available to the customer for use in the performance of one of our contracts with the customer, the customer shall indemnify us against all claims of third parties against us on the basis of industrial or intellectual property rights. For the purposes of this section, the customer assures us that for the instruments in question, it is the original author or at least the owner, holder, licensee or authorized user of the industrial property rights or intellectual property rights based on these instruments and that it has not assigned any of these rights to any third party. A claim by a third party against us in this respect shall entitle us to suspend all our obligations towards the customer or to consider the contract as cancelled with compensation to be paid by the customer as in the case of cancellation and increased by all other damages incurred by us. 

4.1. By signing the copy of the proposal / offer, or any other statement from the customer in which our offer / proposal is unconditionally accepted, the customer commits himself definitively. 

4.2. If the payment of a deposit is specified in the offer, we are only obliged to execute the order after payment of this deposit. 

4.3. Any modification of an order or of our original proposal relieves us of the obligation to meet the delivery date we originally promised. 

4.4. Any advance payment received in connection with the order is definitively acquired by us, unless the customer provides proof that, within three months of his notice of default, we have clearly failed to meet one of our main commitments. 

4.5. In the event of cancellation of an order for materials, the customer shall pay for the part of the order that has been completed or the part of the order that is in progress at the time the cancellation is actually received. The order in execution does not only include the part of the order whose actual execution has started, but also the part that is in preparation, as well as the specific stock and the orders that could no longer be cancelled with possible suppliers and subcontractors. Furthermore, the above does not affect our right to prove additional economic, commercial and other losses that we will suffer as a result of commitments made with our suppliers due to the customer's order. 

5.1. The prices mentioned are indicative, except in the case of explicit mention of a period during which an option is taken, as well as a fixed price or a price to be determined, independently of the two parties. 

5.2. The prices mentioned in the acceptance of the order are prices excluding VAT, for devices without more, excluding packaging, and made available by us. The prices mentioned by us do not include any costs for packing, loading and unloading, transport, insurance, etc. 

5.3. If the quantities mentioned in our quotes are not ordered by the customer, we reserve the right to increase the prices per piece or per unit. 

5.4. We will charge any working hours at the unit prices per working hour per person according to the current price list. 

5.5. Our prices are always established on the basis of data communicated to us by our customers. Moreover, these prices do not take into account extraordinary circumstances that require an actual adaptation of our production process. 

6.1. Regardless of the destination of the goods and the terms of payment, the goods shall be deemed to have been made available in our workshops or warehouses. 

6.2. The customer assumes full responsibility for the delivered goods upon notification by us of the aforementioned readiness for such as by handing over a delivery note. The shipment of the goods (EXW or FCA) shall be made at the risk of the customer, unless the customer has a claim against those entrusted with the packing, loading, unloading or unloading or transportation, regardless of any other instructions on the delivery note, the shipping note or any other similar document, such as for example: "delivered free at the station, free on the platform, to the buyer or against full or partial reimbursement of transport costs". Indeed, such mentions are payment and not to the transfer of risk and liability of the customer. We undertake to deliver the goods as mentioned in the offer as accepted. 

6.3. In case of a delay in delivery of more than thirty days in relation to the delivery date to which we have without notice of default, and excluding cases of force majeure, we shall be obliged to pay compensation to the customer in the amount of 2,50 Euros per day, but with a maximum of 20% of the price excluding VAT of the goods whose late delivery has been proven. 

6.4. However, we are legally exempt from liability for delivery times if:

1) the terms of payment have not been met by the customer

2) the technical or commercial information required for the order was not provided to us in time

3) force majeure such as lockout, strike, epidemic, war, economic embargoes, sabotage, fire, unfavorable weather conditions, water damage, machine breakdown, work stoppage, failure of important parts during production, interruptions or delays in the transport or receipt of raw materials, both at our premises and at our suppliers' premises, and in general any external cause that we can reasonably demonstrate has hindered our production process or delivery

6.5. If our delivery times are expressed in days, weeks or months, these times are, unless otherwise stated, always suspended during vacation periods and legal holidays, unless otherwise stated. 

6.6. Delivered goods or parts thereof shall only be taken back under the condition of the application of articles 7.2., 8.4. and 10 below. 

7.1. Ownership of the goods delivered by us shall not pass to the customer until full payment of the price of the equipment or goods, the costs and taxes and, in the event of late payment, the payment of interest on arrears, the damages clause and the collection costs damages as stipulated below. 

7.2. As long as the above-mentioned price, possibly increased by the above-mentioned dependencies, has not been paid to us, we shall be entitled, in the event of obvious non-performance by the customer, to reclaim the goods delivered and to declare the cancellation of the contract to claim the delivered goods and to declare the contract cancelled at the expense of the customer by means of a registered letter or by service if the customer does not comply with all the provisions of the contract within eight days of our notice of default. 

7.3. The customer undertakes to pay the price of the goods in full, without making any changes, incorporating or transforming them, or changes, incorporation or transformation, or removal of the identification plates. The customer may not sell the goods until he has paid the customer cannot sell the goods until he has paid the full price, possibly increased by the dependencies, as stipulated above. 

7.4. The customer may also not pledge the goods and/or merchandise for which the transfer of ownership as stipulated above has not yet taken place or use them as security for a third party's collection. 

7.5. This retention of title shall remain valid in the event of bankruptcy, dissolution of the customer's business, and also if the customer has obtained a court order. The goods delivered by us as described above shall not be part of the customer's goods delivered by us as described above are not part of the customer's furniture if the customer has not paid us in full, including all in accordance with Article 7.1., even if we are not obliged to give notice of default to the customer to have put our customer in default. These goods must be returned to us at our first request. 

8.1. The conformity of the delivery must be checked by the customer at the time of receipt of the goods. Errors in the delivery, e.g. with regard to quantities, colors, type and serial numbers, etc., must be noted on the delivery note, invoice or transport documents etc. Any complaints about non-conforming deliveries or visible defects must be confirmed to us in writing within 5 calendar days after delivery. We are not obliged to take into account such complaints which are not confirmed within the above-mentioned period. 

8.2. Processed and incorporated goods are deemed to be accepted by the customer. 

8.3. The packaging and the contents of the delivered goods, if any, must be retained by the customer. 

8.4. Returns to the sender are only accepted if we have approved them in advance in writing and if these shipments are made in accordance with our instructions. Such goods must be sent to us carriage paid and must be in new and perfect condition. If the returned goods or materials are found to be damaged, they will be repaired by us or at our request at the customer's expense. We will exchange with undamaged goods or materials after payment of the repair costs. 

9.1. We shall be entitled at any time to issue invoices for deliveries or services already provided by us, even if we have only partially delivered or provided services. 

9.2. Disputes regarding the wording, form or content of our invoices, including the current general and special terms and conditions, shall only be valid and can only be declared admissible if this objection is formulated in writing and made within 5 calendar days after receipt of the invoice. In any case, in order to be valid, the objection must be substantiated and the reasons for the objection must be listed in a precise manner. In the event of a dispute, the customer must also state the extent of the dispute in terms of market value. The above-mentioned objection shall be made only by registered letter addressed to our registered office. 

9.3. In the event of a dispute, the amounts of the invoices to which the dispute does not apply remain due on the due date of the invoice and in case of late payment, these amounts are increased by interest, compensation and collection costs as stipulated in Article 10 below. 

9.4. In the absence of a valid objection as set out above, the customer acknowledges the correctness of the deliveries and services invoiced by us, even if there is no prior agreement or offer from us. 

9.5. In the absence of a fixed date of receipt, our invoices are supposed to be received by the customer on the 3rd working day after the invoice date for invoicing addresses in Belgium, the 5th working day after the invoice date for invoicing addresses in other countries of the European Union. Proof to the contrary must be provided by the customer. 

11.1. Within the limits of the warranty granted to us by the manufacturer or our supplier, we warrant the equipment or goods sold and delivered by us against any manufacturing fault or defect during 1 year, regardless of whether it is due to a defect in design, raw materials, manufacture or workmanship, under the following conditions. 

11.2. The warranty is only valid for goods or materials delivered by us or for services performed by us. It does not extend to materials in which the goods or materials delivered by us are incorporated, in particular to the properties/characteristics of these materials and goods. In addition, this warranty shall apply if the goods are used in the Benelux. In case of use abroad, the goods must be repatriated at the customer's expense in order to be submitted to an expertise. If the expertise leads to a wrong manipulation by the user, the guarantee cannot be claimed. In any case, the expenses incurred for the repatriation cannot be claimed by the customer. It goes without saying that the customer cannot demand that the supplier travel abroad, nor can he demand compensation for the travel of one of their employees. 

11.3. If the devices are incorporated by the customer or a third party in any material, they are responsible for the adaptation, selection and/or (judgement of) the suitability of the materials supplied by us. No guarantee can be given for faulty assembly, adaptation, design and/or operation of the assembly or of the assembly or components of the combination thus created. With regard to hydraulic pumps, new or rebuilt or second-hand (without warranty), by sometimes not having direct access to the pumps supplied by the machine manufacturers, we certify in good faith that the pumps delivered come either directly from the manufacturers ( OEM ) or from a supplier who reconditions these pumps OEM or original ( from the manufacturer ) with new genuine parts. Although the origin of the pumps is specified in the offer and the order confirmation, it is possible that some manufacturer-specific adjustments are not made to these pumps. The final customer is responsible for the assembly, commissioning and manufacturer's adjustments to be made to the machine once the pump has been correctly installed. Oilx Hydro cannot be held responsible for lack of or improper settings on the pumps. 

For repairs carried out by us, as well as for the new construction of composite units, a warranty period of 6 months after the first commissioning by the customer applies, provided that this commissioning begins within a reasonable period of time after our commissioning starts within a reasonable period of time after our delivery. Newly built composite units are machines designed and built by us, whether or not consisting of one or more original components and parts delivered, installed and/or assembled by us. The warranty period for components and parts shall never be longer than the warranty period mentioned above, unless the supplier/manufacturer is involved in the costs of replacement of the components, assembly, disassembly and also assembly.

11.5. Defects and/or damage which are the immediate consequence of, or which have arisen as a result of, any of the following events or actions are explicitly excluded from the warranty: 

- Any negligence or error in connection or handling, any use other than in accordance with our or the manufacturer's technical specifications as described in the instructions for use given to the customer, or, in general, incorrect or improper use. 

- All interventions, adjustments, repairs or similar practices concerning handling work carried out by someone who is not recognized by us or the manufacturer. 

- Each fire, water damage, accidents or defects in air conditioning, storms, consequences of storms or weather disasters. 

- Any action or error resulting in damages, caused by anyone, including the customer itself or its employees. 

- Damage caused by transport, even if the delivery is carriage paid and is made by us or at our request. 

11.6. In any case, any defect must be communicated to us by registered letter within eight days from the discovery of the defect and at the latest within six months after delivery, under penalty of forfeiture of all claims. 

11.7. The customer can only claim the guarantee after the complete payment of the goods for which the guarantee is invoked. 

11.8. If only one component of a device or a delivered good is replaced, the warranty on the entire device or good is not extended in any way. 

11.9. Any modification or the addition of new, but not original, components shall render the warranty invalid. 

12.1. All packaging and protection of the devices for transport and storage are charged in addition to the goods. Unless otherwise specified, all packaging will be prepared by us as we deem necessary for the nature of the goods and the transport and storage. Packaging is not taken back.

13.1. All administrative and fiscal operations concerning transport, insurance, customs, etc., are at the expense and risk of the customer, who is responsible for checking the shipments upon arrival and for indemnifying himself against the carrier or the commissioned carrier or the intermediary, even if the shipment has been delivered carriage paid for. 

13.2. If we take care of the transport of the materials delivered by us, the customer ensures that the unloading can take place under dry conditions and from a paved road in good condition. We shall never be responsible for any damage to the pavement during unloading. 

13.3. If the collection of the materials has been agreed upon in the contract or offer and if such collection has not taken place within 15 calendar days after we have informed the customer that the goods can be collected by him in our factory or warehouse, we shall be entitled to charge him a storage fee in accordance with the then applicable tariff. 

14.1. We have the right to be replaced in the performance of our obligations by any third party whom we consider suitable for the performance of the contract. 

15.1. In accordance with its obligations as a client, as derived from the Welfare Act of August 4, 1996 and its implementing orders of March 27, 1998, our client must always inform us properly, completely and prior to any work in its factories, warehouses or mobile workshops and discuss with us the safety, health and environmental risks related to the work performed by us. In this context, the customer takes the initiative to organize toolbox and VGM meetings with our staff and managers where the appropriate measures to be taken are decided upon and the executing agents for these measures are indicated. The customer is responsible for setting up and making available to our staff and managers an inventory and personnel and managers of an inventory and a preliminary risk assessment as well as an emergency and evacuation plan. In this context, the client also provides us with a detailed plan of the areas where we are to carry out the work before the work begins with a clear indication of all the for electricity, water, gas and liquids, the presence of any tanks, crates or other storage units with their contents and the indication of the risk of fire or explosion. The client shall ensure that the necessary collective protective equipment is installed and that a first aid kit is readily available and accessible at or in the immediate vicinity of the places where we carry out work or where we deliver materials or equipment. Thus, the customer will, at our request and according to our instructions, shut down machines, close down pipes or tanks or the removal of materials and equipment before, during or for a certain period after the work to be carried out by us. If the customer fails to comply with one or more of the above-mentioned obligations or to perform as a good father permanently or occasionally his task of coordinating the work to be carried out by us, we will be exempted from performed by us, we shall be exempt from any liability for damages caused by our work, even if it works, even if it has been proven that the damage is directly related to an operation or handling of material or equipment by us or our employees.

15.2. If we are held liable for any damage suffered by the customer as a result of errors on our part or on the part of our employees made during the execution of our obligations, our liability is limited to direct damages, caused by our serious error or by the fraud of one of our employees or by (or non-performance) of our main obligation, except in cases of force majeure and except as provided in Article 15.1. 

15.3. In addition, our warranty shall never exceed the corresponding amount required for the replacement of materials or goods delivered by us or damaged by us. 

15.4. We can never be made liable for consequential damages and no objective product liability can be imputed to us. 

15.5. Our liability is in any case excluded when the damage is caused by the coincidence of a product defect and the fault of the victim or the person for whom the victim is responsible, such as the use of deliberate use of a device that is known to have a defect. 

15.6. Each case of damage must be reported to us in writing within 8 calendar days of its occurrence and any estimate of the damage must be reported to us immediately. 

15.7. If a third party demands compensation from us for damage which is directly or indirectly related to the delivery of the goods or materials or to the execution of the work performed by us on behalf of or for the account of the customer, the customer shall be obliged to hold us harmless from any compensation that we have to pay to this third party. If, on the other hand customer requires us to hold harmless any indemnity payable by us to a third party, our obligation to hold harmless shall not exceed the amounts we are required to pay to our customer directly and within the limits of our obligations as set forth in these general terms and conditions. 

16.1. If, after our reminder, the customer does not pay for the goods ordered, but not yet delivered, within the stipulated period, we reserve the right to demand the performance of the contract or to consider the contract as cancelled by the customer. In this case, the customer shall owe us compensation for breach of contract in the amount of amounting to at least 30% of the contract price, without prejudice to our right to demand higher compensation if we can demonstrate with all legally permissible means that the above-mentioned minimum is not sufficient to cover all our damages. 

17.1. If our staff is prevented by the customer from carrying out their tasks normally, a compensation will be applied on the basis of the lost time or waiting time at 45,00 Euros per person/hour. 

17.2. In case of death of the client or in case of dissolution, we always have the option to dissolve the contract or to demand the execution of the contract by his legal successors. In the event of bankruptcy or a court order, which takes place before the delivery or complete performance of our services, the contract shall, at our option, be cancelled or not and the customer shall lose the right to claim compensation from us for any reason whatsoever. 

17.3. Our customer is responsible for the free provision and delivery to us of the following facilities in or near the place of work where we are to carry out the work: sanitary facilities for our personnel, a dining room, a checkroom, parking facilities for our vehicles, electricity, water, vertical and horizontal transport and also a dry, dust-free and closed warehouse. 

17.4. If our customer makes the access to his premises by our personnel dependent on a specific prior safety training or similar training, the time this activity takes will be charged as additional work in addition to our unit prices per hour of work per person and this according to the tariff in force at that time. Our staff can never be subjected to any prior control that infringes on their privacy or which is not legal. Identification badges for our staff, possibly issued by us or by the professional association of which we are a member, will be accepted as sufficient proof of the suitability of our staff. 

18.1. Before resorting to legal proceedings, the parties agree to make every effort to reach an amicable settlement. In the absence of such an amicable solution, the courts of the judicial district where our headquarters is located shall have exclusive jurisdiction, even in the event of multiple defendants, intervention counterclaims, intervention and guarantee, and even in summary proceedings. All contracts concluded between us and the customer are exclusively subject to Belgian law. 

In recent months, more and more manufacturers have been imposing their price increases on us. Some of them even on orders not yet delivered. This is why, as of 14/04/22, all our offers will have a maximum validity of two weeks and all increases not previously announced by the manufacturer, will be automatically passed on the offers and undelivered orders. At this time we do not know which products will be affected nor the percentage of these increases. Due to the crisis caused by the pandemic and the war in Ukraine, the delivery times announced on our order confirmation may vary. Indeed, some manufacturers are experiencing delays, either because of a shortage of materials or because of delays or additional costs in transportation. We cannot be held responsible for this and no compensation can be demanded. This suspensive condition is applicable until further notice and may impact differently the 18 articles items listed above. This is translation in English of the General sales conditions originally issued in French. If any errors in translation or interpretation could occur, only the French version of the general terms and conditions of sale shall prevail. French version is available on our website.