All agreements between Smids High End Tooling BV and the customer are subject to the following terms and conditions. In order to be valid with regard to Smids High End Tooling BV, all other terms and conditions, as well as all deviations from the following terms and conditions, must be explicitly accepted by Smids High End Tooling BV in writing. The current terms and conditions always take precedence over terms and conditions originating from the customer or a third party, also if Smids High End Tooling BV has not explicitly objected to them.
Quotes from Smids High End Tooling BV, as well as information and attachments provided by the company, are for information purposes only and are not binding for Smids High End Tooling BV. Unless expressly stipulated otherwise, the prices stated in quotes apply for thirty days from the date of the quote. Specifications and price quotes from Smids High End Tooling BV are based on cost factors (direct, indirect costs and taxes) applicable at the time of the quote. Smids High End Tooling BV has the right to change its prices if changes to one of these factors occurs after the offer has been drawn up. All additional services that are not subject to the quote and/or agreement and which must be carried out by Smids High End Tooling BV in addition to the services stated in the offer and/or agreement, or which are considered necessary by the customer, will be invoiced separately at Smids High End Tooling BV’s applicable rates at that time. If a quote includes a ‘recommended price’ or ‘indication’, the amount stated constitutes a non-binding cost estimate only. Unless agreed otherwise between the parties, all ownership rights to the production provided by Smids High End Tooling BV rest with Smids High End Tooling BV. In the event that Smids High End Tooling BV has developed a product based on designs and/or instructions provided by the customer, the customer guarantees that no third-party intellectual property rights have been violated. The customer indemnifies Smids High End Tooling BV against third-party claims in relation to such infringements. The intellectual property rights to the underlying program code belong to Smids High End Tooling BV at all times and without exception. Access will not be granted to the program code under any circumstances.
Every customer order is binding for the customer, but is only binding for Smids High End Tooling BV after it has confirmed the order in writing.
Delivery times are approximations only and are not binding for Smids High End Tooling BV. Delivery delays do not entitle the customer to compensation or to terminate the agreement. Delivery of goods takes place at the customer’s risk. The customer can always transfer a shipment/transport order under their own name and for their own account and risk to a third party, which can then pick up the goods ordered at Smids High End Tooling BV. In the event that the customer does not pick up the goods by the date provided by the customer, Smids High End Tooling BV has the right to consider the agreement dissolved after a period of 15 days without any prior notice, by which Smids High End Tooling BV explicitly reserves the right to charge for any losses sustained. Smids High End Tooling BV must be notified about any complaints relating to non-compliance and/or visible defects on delivery. Defects that are not externally visible at the time of delivery must be reported to Smids High End Tooling BV within eight days of discovery. Any return shipment of goods to Smids High End Tooling BV is at the customer’s cost and risk.
Unless otherwise agreed in writing, all Smids High End Tooling BV invoices are paid in cash at no cost to Smids High End Tooling BV. The customer’s payment obligation is not suspended by submitting a complaint, even if apparently legitimate, or a legal claim related to the services and/or goods delivered. All Smids High End Tooling BV prices are in euros and do not include VAT. In the event of non-payment on the due date, a late payment interest rate of 1.5% per month will be added to the invoice amount by operation of law and without prior notice of default from the due date of the invoice until the date on which full payment is made. Part of a month is considered a full month. In addition, in the event of non-payment, flat-rate compensation will be owed in the amount of 15%, with a minimum of EUR 74.50, without prejudice to any other rights that may be asserted by Smids High End Tooling BV. Any costs associated with unpaid bills or cheques, as well as any other collection costs, are not included in the above-mentioned flat-rate compensation and will be invoiced to the customer separately. In the event of non-payment, Smids High End Tooling BV also has the right, without any prior notice, to suspend all further deliveries to the customer and/or cancel current agreements by operation of law and/or demand immediate payment of all outstanding invoices not yet due, without prejudice to Smids High End Tooling BV’s right to demand compliance and/or compensation from the customer. As long as the invoice is not paid, the goods delivered remain the property of Smids High End Tooling BV. If payment is not made in full, Smids High End Tooling BV can retrieve the products delivered from the customer after notice of default, without prejudice to any compensation that can be claimed by Smids High End Tooling BV. In such cases, payments already made by the customer may be irrevocably kept by Smids High End Tooling BV. Any objection to an invoice must be submitted in writing within eight days of the invoice date. The objection must always include the date and number of the invoice. A delay or additional work resulting from missing information will give rise to compensation.
Neither the quality, performance nor suitability for any purpose of the products delivered by Smids High End Tooling BV is guaranteed. Smids High End Tooling BV accepts no liability if the products it provides are used in a manner other than for which they are developed or intended, nor if the products it has provided are changed or supplemented by the commissioning party or third parties.
In cases of force majeure, such as but not limited to war, mobilisation, insurrection, a state of siege, strike or lock-out, fire, lightning, overvoltage, complete or partial interruption of transport facilities, illness or an accident among the staff of Smids High End Tooling BV, or operational failure or shortcoming to Smids High End Tooling BV’s suppliers, Smids High End Tooling BV maintains the right to suspend its obligations for as long as the force majeure situation lasts or if the situation lasts for more than six months, to dissolve the agreement by operation of law without Smids High End Tooling BV being held liable for compensation in any of these cases.
Smids High End Tooling BV maintains the right to consider the agreement dissolved by operation of law and without prior notice of default in the event of the dissolution, liquidation or bankruptcy of the customer or if the customer discontinues its activities or applies for a court-led conciliation procedure or in the event that the customer’s credit appears to be shaky.
Any dispute about the conclusion, validity, interpretation or execution of the agreements between Smids High End Tooling BV and the customer is governed by Belgian law. All disputes fall under the sole jurisdiction of the court district at our company’s location (RPR: Antwerp, Hasselt section).
