Terms and conditions A-tec

1. Scope and general provisions

  1. These general terms and conditions apply to all sales made by A-tec BV ("A-tec"), unless otherwise agreed in writing.
  2. These general terms and conditions take precedence over any terms and conditions of the co-contractor, even if A-tec has not expressly rejected the application of such terms and conditions.
  3. If any of the clauses of these general terms and conditions should prove to be null and void, this shall have no effect on the validity of the other clauses.
  4. The co-contractor declares, prior to the conclusion of the agreement, to have read and accepted these general conditions.
  5. A-tec's failure to invoke a particular provision of these general terms and conditions, even if the conditions are met, shall not constitute a waiver of any rights that A-tec may assert.

2. Conclusion of the contract

  1. Offers issued by A-tec are non-binding and have a validity of up to 2 months, unless otherwise stated.
  2. A contract shall be concluded only after the order placed by the co-contractor is expressly confirmed by A-tec by sending an order confirmation.
  3. Any agreement shall be deemed to have been concluded, upon acceptance, at the place where A-tec's registered office is located.
  4. If the order is withdrawn by the co-contractor after it had already been confirmed by A-tec or if, during its execution, the contract is unilaterally terminated by the co-contractor, the co-contractor shall in any case owe liquidated damages of 10% of the agreed total price with a minimum of €500.00, without prejudice to A-tec's right to demand performance of the contract and/or to claim damages for the actual loss suffered.
  5. All prices and price lists are exclusive of VAT. All other charges and costs, unless expressly provided otherwise, shall be borne by the co-contractor.

3. Delivery - Transport - Installation

  1. The delivery date and FAT date (together the "delivery terms") as stated in the quotation and/or order confirmation are purely indicative and in no case binding. The delivery deadlines only commence after the order confirmation has been sent and - if applicable - after receipt of the agreed advance payment.
  2. In no case shall delivery deadlines constitute an essential part of the concluded contract. Under no circumstances, unless the delay is due to bad faith or gross negligence on the part of A-tec, shall the expiration of the proposed delivery time give any right to refuse or cancel the order (rescission of the contract), nor to damages. If the scheduled delivery is delayed at the request of the co-contractor, the goods shall be temporarily stored at the co-contractor's expense and risk. The storage costs will be charged to the co-contractor on subsequent calculation.
  3. Delivery shall be Ex Works (Hoogstraten, Kleistraat 9) (Incoterms® 2020), unless expressly provided otherwise. The risks of loss or destruction of the goods sold by A-tec shall pass to the co-contractor at the time of the aforementioned delivery, even if the transfer of ownership takes place at a later date.
  4. The order confirmation contains the arrangements for the transport of the goods. Unless the order confirmation expressly provides otherwise, the transport and storage of the goods at the co-contractor's premises up to and including the FAT date shall be at the co-contractor's expense and risk. The latter shall also insure the goods for the full invoice amount.
  5. A-tec will install the goods at the co-contractor's premises. Thus, the co-contractor will ensure that the area in which the goods are to be assembled complies with all legal and regulatory requirements, including occupational safety.
  6. All waiting hours, which are not caused by A-tec, will be charged to the co-contractor along with all (in)directly related costs (such as but not limited to travel hours/travel and lodging and day/night allowances) ).

4. Transfer of ownership

  1. Ownership of goods sold by A-tec shall not pass to the co-contractor until the full purchase price and all other amounts (costs, interest and possible damages) arising from the contract and these general terms and conditions have been paid.
  2. If the co-contractor defaults on payment, A-tec is entitled - both to the co-contractor and to any other third party - to assert its right of ownership and return the goods, without first having to appear in court.

5. Price and payment

  1. Unless otherwise agreed in writing, prices are Ex Works (Hoogstraten, Kleistraat 9) (Incoterms® 2020).
  2. Your personal data will only be processed until you withdraw your consent to its processing. This withdrawal of consent may imply that you are no longer able to use all or part of the website services. If you have registered with our website, we will delete your personal data when you delete your profile, unless a legal or regulatory obligation or a court or administrative order would prevent this.
  3. Invoices are payable in cash at the address of A-tec's registered office.
  4. Invoices shall be paid no later than the due date indicated on the invoice. "Payment" means, in the case of payment by, for example, bank transfer or by check or bill of exchange, the irrevocable crediting of A-tec's bank account. All charges associated with checks or bills of exchange shall be borne by the co-contractor.
  5. In the event of late payment, interest equal to the legal interest rate for commercial transactions pursuant to Article 5 of the Law of August 2, 2002 on combating late payment in commercial transactions (Belgian Official Gazette of August 7, 2002) shall be payable ipso jure and without notice of default from the due date. In addition, contractual damages equal to 10% of the invoice amount, with a minimum of 500.00 euros, shall be due ipso jure and without notice of default.
  6. The non-payment of an invoice on the due date entails that, without prior notice, ( i ) all (non-)expired invoices of the same co-contractor or its affiliated companies within the meaning of the Belgian Companies Code, become immediately due and payable in full and (ii) all outstanding deliveries are suspended until all invoices, including the non-expired ones, are paid.
  7. The co-contractor expressly waives its right to suspend, defer or set off any amounts owed under the contract and/or the general terms and conditions due to A-tec's alleged default, including, but not limited to, non-conformity and/or hidden defects. The co-contractor expressly acknowledges the application of the "pay first, talk later" rule.

6. Conformity and acceptance - warranty

  1. The specifications to be met by the goods are agreed no later than in the contract. A-tec proceeds here on the basis of the information provided by the co-contractor.
  2. Commissioning of the goods by the co-contractor constitutes acceptance of the goods. This acceptance must be contained in a written document signed by A-tec and the co-contractor. All complaints concerning shortages in quantity or visible defects must be communicated by the co-contractor to A-tec immediately and at the latest within 24 hours after acceptance of the goods by registered letter, also copied by e-mail.
  3. The co-contractor undertakes to test (or have tested) the delivered goods within eight days of receipt to verify that these goods conform to the requirements laid down in the contract. Complaints in this regard shall be reported to A-tec by registered letter within the same period, also copied by e-mail.
  4. A-tec guarantees proper technical operation of the installation and of all parts delivered and installed by it during the period stated in the order confirmation ("Warranty Period"). During this Warranty Period, A-tec shall bear the cost of repair (working hours) and/or replacement of (part of) the purchased goods. If a part is replaced, a warranty equal to the remaining duration of the Warranty Period is given. Any mileage reimbursement/travel expenses that should be owed to A-tec, and parts not fitted or replaced by A-tec are not covered by this warranty.

7. Liability

  1. If A-tec is liable for loss or damage - other than death or personal injury - arising out of or in connection with the contract, it shall have the option of either paying damages or replacing the defective goods.
  2. A-tec is not liable for:
  • errors or defects of parts not supplied and/or fitted by A-tec;

  • errors or defects resulting in whole or in part from the normal wear and tear of any part or from damage or accident caused by the co-contractor or a third party;

  • any abnormal or unusual use of the goods or any use not in accordance with the stated purpose of the goods, common practice or A-tec's instructions and recommendations.

  1. In any case - and to the extent the agreement does not provide for more limited liability -
  • A-tec's liability is limited under all circumstances to the price of the goods as stated in the contract, i.e. without assembly, and

  • A-tec can never be held liable for consequential damages, including - but not limited to - loss of use, loss of products, lost sales or profits and loss of goodwill.

8. Non-performance by the co-contractor.

  1. Without prejudice to other rights and available remedies, A-tec shall be entitled to terminate the agreement without prior notice or default notice and without judicial review a priori with respect to the seriousness of the reasons for termination, or any or all further deliveries if:
  • any amount resulting from any agreement between the parties is due and payable and remains unpaid after the specified payment period; or

  • the co-contractor fails to take delivery of any goods pursuant to any contract between the parties; or

  • the co-contractor becomes insolvent, is in a state of liquidation, a provisional administrator has been appointed for the co-contractor, the co-contractor suspends the payment of all or part of its debts, makes an arrangement with creditors, becomes the subject of a declaration of bankruptcy or other similar proceedings, or if similar proceedings take place in accordance with the law applicable to the co-contractor.

  1. In any of the cases mentioned in Article 8.1, A-tec shall have the right to require advance payment and such security as it deems necessary to resume delivery under this or any other agreement with the co-contractor.

9. Force Majeure / Unforeseeability

A-tec shall not be liable for any delay in the performance or non-performance of its obligations if such delay in performance or non-performance is due in whole or in part to:
  1. shortages or interruptions in the supply of materials or natural resources;
  2. shortage of transportation resources;
  3. non-performance by A-tec's supplier of its obligations to A-tec as a result of A-tec's agreement with the co-contractor, if A-tec proves that it itself does not stock the goods to be delivered;
  4. floods, fire, acts of God, war, insurrection, civil revolution, strikes, lockouts, industrial unrest, stormy weather, actions of civil or military governments, pandemics, etc.;
  5. circumstances beyond the reasonable control of A-tec.

10. Applicable law and competent court

  1. The contract, including these general conditions, is governed by Belgian law.
  2. The corporate court of Antwerp, Turnhout division, shall have exclusive jurisdiction to hear all disputes relating to the contract, including these general terms and conditions. Nevertheless, A-tec reserves the right to submit disputes to any other competent court.
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