General Terms of Sale of Rail Service Net
Article 1: Applicability
1.1. The present general terms of sale (hereinafter GT) shall be applicable to all activities and supplies by Rail Service Net bv (hereinafter called RSN).
1.2. The GT shall apply in spite of terms to the contrary that may appear on order forms and similar documents of client, unless they constitute a part of a written agreement between RSN and the other party.
1.3. The Dutch text version shall have priority over any versions in other languages.
Article 2. Quotations
2.1. Unless indicated otherwise the quotations drawn up by RSN are valid during 30 days.
2.2. The prices stated are in euro and exclusive of Value Added Tax, unless stated otherwise on the quotation.
2.3. The quotations only include the listed services provided and the supplies delivered.
2.4. If the other party fails to agree on the quotation, it must inform RSN thereof in writing before the services are provided and/or the supplies are delivered.
Article 3: Delivery
3.1. Unless otherwise agreed the deliveries take place at the time of leaving the warehouse at Ordamstraat 10, 2030 Antwerpen, Belgium. Shipments shall be paid by and at client's risk.
3.2. If the other party is unable to take delivery of the goods for any reason whatsoever, they shall be stored for the account and at the risk of the other party. In that case the other party shall have to pay all additional costs.
Article 4: Delivery time
4.1. The delivery time quoted by RSN cannot be considered as an absolute time. In the event of a delivery that was not made in due time the other party must give formal notice of default in writing to RSN.
Article 5: Partial deliveries
5.1. Unless a partial delivery does not have an independent value, RSN is allowed to make partial deliveries or provide partial services. These parts can be charged separately by RSN.
Article 6: Liability.
6.1. The liability is based on an obligation to guarantee the use of one's means and resources and not an obligation to guarantee a certain result.
6.2. The guarantee is applicable to the works carried out and the products supplied, excluding the parts supplied by the client, in which case the guarantee shall only apply to the assembly itself.
6.3. Unless otherwise agreed in writing a guarantee period of three months applies to the services provided.
6.4. For the products supplied by RSN the guarantee period indicated by the manufacturer shall apply.
6.5. The following are excluded from guarantee (non-restrictive enumeration):
- normal wear and tear
- damage caused by excessive force
- damage caused by incorrect use
- deficient maintenance
6.6. Liability is limited to the invoiced amount.
6.7. RSN agrees to carry out repair works of the direct damage with its own services or by third parties provided it has given prior written approval.
Article 7: Reservation of title
7.1. All parts supplied shall remain the property of RSN until the other party has complied with all its obligations, including possible costs of collection, the costs for legal proceedings and deferred payment interests.
7.2. The claims of RSN towards the principal shall continue to exist even if they are related to parts it no longer possesses.
7.3. RSN is authorised to collect items covered by the reservation of title and that were delivered to the other party or third parties that are holding the item for and on behalf of the other party.
Article 8: Invoicing and payment
8.1. Invoices are paid cash or at the latest on the due date mentioned on the invoice, unless otherwise agreed in writing between the parties.
8.2. Unless otherwise agreed in writing payment is made by transfer into one of the accounts mentioned on the invoice.
8.3. Without requiring formal notice RSN can charge deferred payment interests on the basis of the interest fixed by the European Central Bank increased by 7 per cent points and rounded-off to the superior half per cent point.
8.4. When 15 days after mailing a formal notice the debtor remains outstanding RSN reserves the right to demand a lump sum compensation for damages of:
- 10%, with a minimum of €75 for the first €1,000 outstanding
- 7.5% for larger amounts
Article 9: Termination of the agreement
9.1. RSN may proceed to terminate or wind up the contract, without prejudice to its rights to claim damage in case:
- the other party fails to comply with its obligations as contained in the written agreement
- in case of liquidation, bankruptcy or suspension of payments of the other party.
- if after the conclusion of the agreement RSN learns of circumstances that give good cause to believe that the other party shall not meet its obligations.
Article 10: Force majeure
10.1. In case of force majeure the obligations of RSN may be temporarily suspended. The following are examples of force majeure: strike, natural catastrophes, general shortage of necessary raw materials and goods and stagnation with third parties one depends on.
Article 11: Complaints
11.1. The other party must immediately examine the services supplied to check whether they corresponds to the quality and quantity ordered.
11.2. Defects that appeared within the guarantee period must be communicated in writing to RSN at the latest 5 days after the discovery of the defect under penalty of disallowance.
11.3. RSN agrees to take a decision within three working days. This decision may also include the request for further investigation such as an examination in the presence of both parties concerned.
11.4. Claims for damages shall not be compensated with unpaid invoices without the approval of RSN.
Article 12: Applicable law and Jurisdiction
12.1. The present terms are governed by Belgian Law.
12.2. All disputes shall be settled by the Commercial Court in Antwerp.