1. Definitions

1.1. KORACHEM: NV KORACHEM, having its registered office at B-2160 WOMMELGEM, Gulkenrodestraat 3, and with company registration number 0442.879.432;
1.2. CUSTOMERS: Natural or legal persons entering into a mutual commitment with KORACHEM by placing an order or signing an agreement;
1.3. GOODS: The equipment and goods that are the subject of an order placed by the Customer with KORACHEM.
 

2. Application

2.1. These Terms and Conditions shall apply to all current and future agreements between KORACHEM and the Customer and to all invoices submitted by KORACHEM, irrespective of whether the Customer's registered office is located in Belgium or abroad and regardless of whether the delivery is to be made in Belgium or abroad. Deviations from these terms and conditions shall only be valid if agreed in writing. These general terms and conditions shall take precedence over any of the Customer’s terms and conditions, even if they stipulate the opposite.
2.2. By placing an order the Customer specifically accepts these general terms and conditions.
2.3. KORACHEM reserves the right to add additional general or extraordinary conditions to any individual order. Any extraordinary conditions shall take precedence over these general terms and conditions to the extent that the provisions in these extraordinary conditions deviate from those in the general terms and conditions.
2.4. In the event of contradictions the following shall take precedence respectively: the order, these general terms and conditions, the request for quotation and the quotation.

3. Orders

3.1. Quotations shall always be without obligation. An order shall only become final following written confirmation by KORACHEM.
In order to be valid, agreements concluded with KORACHEM, its delegates, representatives and/or their agents shall be approved in writing by persons who are authorized to legally represent KORACHEM.
3.2. Any specifications or quotations shall be prepared on the basis of the information provided by the Customer.
The Customer shall be responsible for the accuracy and completeness of the information provided to KORACHEM on the basis of which KORACHEM has prepared a quotation. Should the aforementioned information prove to be incomplete and/or inaccurate, KORACHEM reserves the right to prepare additional specifications.
3.3. KORACHEM shall not be obliged to provide advice to the Customer regarding the ordered Goods,
unless agreed in writing accordingly between the parties.
3.4. All KORACHEM quotations and specifications shall be valid for 30 days from the date of dispatch. Quotations shall always be without obligation.
3.5. Until the agreement actually takes effect, KORACHEM reserves the right to refuse the order or amend the quotation. Once the agreement has been concluded, it shall only be possible to amend it subject to written agreement between KORACHEM and the Customer. Under no circumstances shall the Customer invoke Article 5.74 of the Civil Code pertaining to unforeseen events or Article 5.97 of the Civil Code pertaining to price reductions.
3.6. KORACHEM specifically reserves the right, as long as no final agreement has been concluded between the parties, to modify the Goods at any time with the intention of improving them. The technical data sheets available on the KORACHEM website are the correct and most recent versions of the technical data sheets.
3.7. Any (legal) person who enters into an agreement with KORACHEM in the name or on behalf of a third party, acknowledges to have the necessary representation authority, failing which they shall be personally bound to comply with the agreement.
3.8. If the Customer cancels the order, for whatever reason, the latter shall be liable to pay KORACHEM a fixed compensation of at least 30% of the agreed price in compensation of any damage resulting from the proceedings. To this end, KORACHEM shall retain any advances by way of compensation.
In doing so, KORACHEM specifically reserves the right to claim additional compensation for damages directly and/or indirectly resulting from the cancellation.

4. Delivery

4.1. Delivery deadlines, as stated on the order form, shall be provided for information only and shall, therefore, not be binding unless specifically agreed upon in the Agreement.
Compliance with the agreed delivery deadline shall be a best endeavors obligation. Except with the express and written consent of KORACHEM, failure to meet the stated delivery deadlines shall under no circumstances be invoked to obtain damages and/or termination of the agreement, nor shall this give rise to any liability whatsoever on the part of KORACHEM, except in the event of intent, fraud, deceit or gross negligence on the part of KORACHEM. In the event of late delivery, the Customer shall submit a written notice of default to KORACHEM and allow the latter a reasonable period of time to still complete the delivery.
4.2. Ordered Goods shall always be delivered from KORACHEM’s business address.
This principle shall not be deviated from with entries such as: free delivery to station, on the quay, to the premises of, reimbursement of all or part of the transport costs.
These entries shall be purely indicative and shall not imply any responsibility on the part of KORACHEM.
4.3. The Customer shall be notified prior to delivery by regular letter, e-mail or fax, that the Goods are at his disposal.
The parties accept that, in the event of refusal to take delivery of the Goods within 48 hours of dispatch of the notice - in accordance with the previous paragraph - the cost of storing the Goods either in KORACHEM’s warehouses or by a third person shall be borne in full by the Customer. In the latter case, the cost shall be increased by the transport costs to and from the third person's warehouses.
Refusal to accept shall not affect the Customer’s payment obligation by virtue of the invoices prepared by KORACHEM.
 

5. Transport and insurance

5.1. The parties specifically acknowledge that, from the time of delivery from KORACHEM’s business address, all risks and costs related to the Goods shall be at the Customer’s expense. In particular, but not exhaustively, the parties refer in this respect to the costs and risks resulting from the transport and/or storage of the Goods.
The parties acknowledge that as of delivery, in accordance with Article 4.2., KORACHEM shall not be liable in any way for any kind of loss of and/or damage to the Goods.
5.2. Insurance of the Goods from the place of delivery to the place of destination shall not be included in the price and shall be at the Customer’s expense. In addition, the Customer undertakes to insure the Goods until completion of the full payment of the price in accordance with the provisions of Article 9 of the present terms and conditions.

6. Acceptance and recourse

6.1. Upon delivery, the Customer shall immediately inspect the Goods for conformity and potential visible defects. Signing the delivery note for the Goods by the Customer or the third party appointed by him shall constitute their acceptance. The supplied Goods shall then be deemed to comply with the order and any visible defects shall be deemed to have been accepted.
Moreover, the parties specifically acknowledge that if the Customer refuses to sign the delivery note and fails to communicate the reasons for his refusal and supply evidence in support thereof within a period of 48 hours of the presentation of the delivery note, the Customer shall be irrefutably deemed to have accepted the delivery.
6.2. A warranty shall apply for hidden defects for a period of three months from delivery providing:

• The defect renders the goods to a large extent unfit for use;
• The defects do not occur as a result of faulty or careless use of the goods;
• The defects were reported immediately and without delay, in writing and by registered post within a period of maximum 8 days of the defect being identified or the fact that it could reasonably have been identified by the Customer and providing these defects are described accurately and in minute detail.

6.3. Submitting a complaint shall not relieve the Customer of his payment obligation. However, if the Customer remains in default of payment without registered notification of his objections, KORACHEM specifically reserves the right to suspend any further services, without prejudice to KORACHEM’s right to default interest and compensation.                                                                                                                                                                                                                         6.4. Any recourse shall lapse in the event of late payment or payment refusal, and in the event of failure to comply with the operating instructions for the Goods.
6.5. Any recourse shall also lapse if the Customer modifies the supplied Goods without the consent of KORACHEM or in the event of a contradictory assessment that the defects are not due to an error on the part of KORACHEM.
6.6. KORACHEM’s duty of indemnity with respect to defects in the delivered Goods shall not extend beyond that of its producers and suppliers. Warranty claims shall only apply following payment of the invoice in full by the Customer.
6.7. In the event of a delivery of defective Goods KORACHEM shall have the option to either have the Goods repaired, replaced or adapted within a normal period of time, or to have the Goods refunded at the invoiced price, without KORACHEM being liable for any other compensation of any kind.
6.8. Defective goods shall only be returned subject to prior written approval from KORACHEM and in accordance with KORACHEM's instructions.
 

7.Liability

7.1. KORACHEM’s liability shall be limited at all times to direct damage and the invoiced amount. If the damage is covered by insurance, KORACHEM’s liability shall be limited to the amount paid by its insurer.
KORACHEM shall never be liable for damages incurred in transit, indirect damages, including but not limited to, consequential damages, lost profits, loss of use, missed savings, production limitations or stoppages, administrative or personnel costs, increased overhead costs, loss of clientele, damage to goods belonging to the Customer or claims, and damages to third parties.
KORACHEM shall not be held liable on the basis of extra-contractual liabilities, including by customers or suppliers of the Customer and/or any other third parties the Customer has entered into a contractual relationship with. With respect to any of the latter, the Customer shall remain solely and fully liable. The Customer shall only be able to hold KORACHEM liable, not its auxiliaries such as employees, members of staff or representatives.
7.2. The Customer shall be solely responsible for the correct storage of the goods prior to their use and for making sure that the subsurface is suitable for this purpose. The Customer shall be liable if the operating instructions or instructions provided by KORACHEM or its suppliers are not observed or the goods are not handled judiciously.
7.3. Any claim by the Customer against KORACHEM shall legally lapse if the claim has not been brought before the competent court within a period of six months from the date on which the Customer became aware or should have become aware of the facts on which the claim is based, which cannot be later than six months from delivery.
7.4. Limitations of liability in this article shall not apply to liabilities resulting from wilful misconduct or gross negligence by KORACHEM or other liabilities that cannot be excluded or limited by law.

8. Pricing & invoicing

8.1. All prices are exclusive of V.A.T.
8.2. Prices shall be invoiced in accordance with the rate applicable on the day of the written
order confirmation, as referred to in Article 2.2.
8.3. KORACHEM reserves the right to increase its prices, subject to a straightforward notification, if certain costs affecting the agreed price rise, such as increases in wages, social security contributions, raw materials, transport costs, or other third-party costs, increases in duties and excise taxes on the goods to be delivered, changes in currency, etc., even if this occurs as a result of foreseeable circumstances. The Customer shall be entitled to terminate the Agreement within eight (8) days of being notified of such price changes.
8.4. Any potential taxes, duties, costs and charges relating to the Goods, whatever their nature, incurred during or after delivery shall always be at the Customer’s expense.

9. Payment

9.1. Invoices shall always be payable at the registered office of KORACHEM within 30 days of the invoice date, unless agreed otherwise and accepted in writing by KORACHEM.
9.2. Payments made by cheque or any other commercial document shall only become valid upon their effective collection.
9.3. Any invoice from KORACHEM shall, unless contested by registered post within 8 days of its dispatch, be considered accepted. The fact that an invoice has been contested shall not suspend the payment obligation.
9.3. Payment terms shall only be acceptable subject to specific written approval from KORACHEM. In such cases the agreed advances shall be payable on the established due dates. KORACHEM reserves the right to request a bank guarantee before payment terms are granted.
9.4. Without prejudice to the application of Article 12, failure to pay or late payment of an invoice on the due date, the amount of the invoice shall, without prior notice of default and by law, bear interest equal to the interest rate referred to in the Act dated 2 August 2002 pertaining to combating late payment in commercial transactions. Moreover, the amount owed shall be increased by law and without the need for a notice of default, by a fixed compensation of 10% of the invoice amount, with a minimum of EUR 100, irrespective of any court and/or collection costs, including the totality of attorney’s fees and costs, and without prejudice to KORACHEM’s right to higher compensation subject to proof of its actual losses.
9.5. Non-payment, even partial non-payment, shall result in any not yet due invoices becoming due and payable without the need for any formality or reminder. In such cases KORACHEM also reserves the right to suspend the implementation of any pending orders or to terminate the agreement, by law and without prior notice of default, and without being liable for compensation.
9.6. To guarantee the correct implementation of his/her obligations, the Customer shall relinquish any claims he/she has or will have with respect to third parties for the benefit of KORACHEM. KORACHEM reserves the right to assert the privilege of unpaid seller on the products sold by KORACHEM with respect to third parties, by completing the formalities required in this respect by the legislator.

10. Retention of title

10.1. Until full payment of the purchase price, KORACHEM shall remain the owner of the Goods that are the subject of the current purchase order form, wherever they are located, which shall be accepted by the Customer.
KORACHEM shall be entitled to exercise its right of ownership, and reclaim the Goods, as soon as the invoice becomes due and payable, without a need for a notice of default.
Notwithstanding this retention of title, the Customer shall bear any risks with respect to the delivered Goods.
The Customer shall have a duty of care with respect to the goods delivered under retention of title and shall store them in perfect condition and in accordance with relevant standards in a suitable location.
The Customer acknowledges that unpaid Goods, which where applicable had already been taken into use by the Customer, shall only be resold or pledged to a third party subject to prior written consent from KORACHEM.
Failure to do so shall result in compensation amounting to 30% of the invoice price.

11. Force majeure

11.1. KORACHEM shall not be liable when failure to comply, in whole or in part, with its commitments, temporarily or otherwise, is the result of force majeure, even if this circumstance was foreseeable, including but not limited to war, civil war, terror, lockdown, general or partial strike or lockout, both at KORACHEM and at its suppliers, operating accidents, machine failure, extreme weather conditions, fire, infectious diseases, pandemics, suppliers’ failure to comply with their obligations, lack of raw materials, bankruptcy of suppliers, electricity failures, failures of Internet, computer network or telecommunications facilities, government measures and general transport problems. This list is by no means exhaustive.
11.2. In the event of force majeure, KORACHEM shall be entitled at all times, with immediate effect, by law, without prior judicial intervention and without being liable for compensation, to choose to suspend delivery or to terminate all or part of the agreement with the Customer.

12. Suspension and dissolution

12.1. The parties specifically acknowledge that KORACHEM shall not be bound by any obligation or shall be able to suspend its commitments if the Customer fails to comply with his commitments, if changes are made to the order during implementation or if the Customer fails to provide the information, documents or accessories he is obliged to provide in a timely manner.
12.2. Without prejudice to the foregoing, KORACHEM shall be entitled to terminate the agreement legally by registered letter, without prior notice of default and without payment of any compensation and, where applicable, in accordance with Article 10, to demand the return of the delivered Goods:
-in the event of bankruptcy, judicial reorganization proceedings, liquidation, or serious impairment of the creditworthiness of the Customer, who in the aforementioned cases undertakes to notify KORACHEM in writing.
-if the Customer fails to comply with his payment obligations, in accordance with Article 9.
The dissolution shall then take effect on the first day following the date of dispatch of the registered letter establishing the dissolution.
KORACHEM reserves the right to receive compensation for the damage it has suffered, which shall be estimated at a flat rate of 30% of the sales price of the Goods in question (yet to be invoiced), without prejudice to KORACHEM’s right to higher compensation subject to proof of the actual damage incurred.

13. Intellectual property rights and confidentiality

13.1. The intellectual property rights to the goods, including material provided by KORACHEM such as technical data sheets, safety or other data sheets, models, samples, promotional materials, etc. shall remain vested in KORACHEM or KORACHEM’s affiliated companies or their licensors.
13.2. Any information provided by KORACHEM, including but not limited to technical, commercial, and financial data, shall be kept confidential by the Customer and shall only be used to implement the agreement. This obligation shall remain in force even after the termination of the agreement.

14.General

14.1. These terms and conditions shall only be amended subject to prior written agreement, duly signed by KORACHEM and the Customer.
14.2. The Customer undertakes to immediately notify KORACHEM in writing of any change of address and/or legal status.
14.3. Nullity of any provision of these terms and conditions shall not in any way affect the validity of, or nullify, the other provisions of these terms and conditions. The parties undertake to replace the void clause(s) with a legally valid clause or clauses which shall reflect the parties’ original intentions and the spirit of the agreement, or shall resemble them as closely as possible.
14.4. The quotation (including extraordinary conditions), purchase order form and current terms and conditions represent the overall agreement between the parties regarding the subject matter covered in the order form and supersedes and nullifies any previous oral and/or written agreements with respect thereto. The extraordinary conditions shall take priority over the current general terms and conditions. In the event of contradiction, the Dutch language version of the general terms and conditions/extraordinary conditions shall prevail.
14.5. The Customer acknowledges that he has read these terms and conditions and declares all provisions, conditions and prices to be accepted.

15. Data Protection

If KORACHEM processes personal data, this shall be done in accordance with the privacy statement, a copy of which can be obtained by simple written request, and in accordance with the GDPR and applicable data protection laws.

16. Applicable law & jurisdiction

16.1. Only Belgian law shall apply to these terms and conditions and any legal consequences thereof. Application of the Vienna Sales Convention shall be excluded.
16.2. Any disputes resulting from the present terms and conditions shall be subject to the sole jurisdiction of the courts of Antwerp.