Terms & Conditions
General conditions US FLOORS INTERNATIONAL LLC (US FLOORS)
A. Coming into being of contract
1. Subject to conflicting provisions, explicitly and formally confirmed by us in writing, all sales are considered having been entered into according to the clauses and general sales conditions mentioned below. All purchasing and sales conditions mentioned on documents from the customer are hereby rejected. The application of these general sales conditions is accepted by the client through the mere concluding of a sales agreement or the acceptance of a delivery.
2. Our quotations are free of commitment. Orders of customers do not bind US Floors either.
3. An agreement is but concluded between US Floors and the customer through the written confirmation of an order by the management body of US Floors or an explicitly authorised agent of US Floors. Representatives, salespersons or employees of US Floors are not authorised to validly commit US Floors unless they have a special permission to do so; neither are they entitled to receive payments or advance payments.
B. Validity of quotation
4. Our quotations remain valid for one month as from the date they are signed unless it is explicitly mentioned otherwise.
5. All changes and additions made verbally, by telegraph or otherwise are but valid after their written confirmation by the management body of US Floors or an explicitly authorised agent of US Floors.
6. US Floors reserves the right, during the execution of the contract, to demand payment securities from the customer. If the customer refuses to provide them, US Floors reserves the right to fully or partially suspend all deliveries and to demand the dissolution of the contract as well as the payment of a compensation for damage.
7. Delivery terms communicated by US Floors are not binding but merely indicative.
8. The seller cannot be held liable for any damage resulting from the non-observance of the delivery term unless it is explicitly stipulated otherwise. Any event of force majeure such as civil or foreign wars, strikes, lockouts, riots, epidemics, transport interruptions, shortage of goods or materials, defects to equipment or machines, lack of driving force, in short any event causing the entire or partial standstill of our factories or suppliers, without this enumeration being in any way limitative, entitles us to fully or partially suspend or annul the contract without being due any compensation for damage whatsoever.
9. However, upon an abnormal delay in a delivery, the customer is entitled to cancel the sale by registered mail and without court intervention, provided that US Floors still hasn’t delivered within a period of 1 month after it received from the customer a written notice to this end by registered mail. The customer explicitly waives any other potential remedy, particularly the awarding of any form of compensation for damage.
10. The acceptance of merchandise is legally given upon its departure from our warehouses in Waregem or from any other warehouse indicated on the order confirmation. Delivered goods that are defective or do not meet the order will be replaced. The responsibility of US Floors is solely limited to their simple replacement without any compensation of whatever nature being required. US Floors is not bound to replace goods that have already been subjected to processing. All complaints regarding a delivery must be sent by registered mail to the operating office of US Floors in Belgium within 48 hours after the reception of the goods; if not, the delivery is considered having been accepted.
As from the reception of the goods from our warehouses by the conveyor, the latter is liable as it has been established in the applicable international treaties and national rules of law. US Floors does not bear any liability in this regard so that, upon the loss of or damage to goods, the conveyor must be appealed to for being compensated for damage. In case US Floors would nevertheless incur any liability for damage caused during the transportation assignment, the compensation for damage that US Floors is compelled to pay will never amount to more than the compensation for damage imposed on the conveyor.
If the customer is asked to sign performance sheets, the signing of these sheets serves as undisputable proof of the customer’s acceptance of the actual delivery of the performances mentioned on it so that complaints on them can no longer be accepted.
11. All taxies, levies and/or duties of whatever nature that refer to delivered goods or their transport, including new taxes, levies and duties that would be introduced after the coming into being of the contract are fully at the customer’s expense.
12. The carriage paid price entails that the goods are transported at the expense of US Floors up to the location accessible to the means of transport that is closest to the location where the merchandise will be placed. Unless it is explicitly agreed upon otherwise, the costs for unloading the goods and for making available unloading equipment and all related costs (including insurance costs) are at the customer’s expense.
All goods are always delivered at the customer’s risk.
13. Invoices of US Floors are payable on the indicated date of maturity. These invoices are payable at the registered office of US Floors.
US Floors reserves the right to invoice goods according to the deliveries made, also if it concerns partial deliveries.
14. Except for deliveries to retailers and wholesalers, an advance payment amounting to 35% of the total sales price will be due. Unless it has been explicitly agreed upon otherwise in writing, the order will but be considered as accepted after the reception of the advance payment.
15. If US Floors has any doubts at any time about the creditworthiness of the customer following court-ordered enforcement measures against the customer, the non-payment or late payment of one or more invoices and/or any other demonstrable event, US Floors explicitly reserves the right to demand prior payment, or other securities, for deliveries still to be made, even if the goods have already been fully or partially shipped. If the customer refuses to accept this request, US Floors reserves the right to dissolve the agreement immediately, unilaterally and without any compensation being due. In such event, the customer will be due a fixed compensation amounting to 10% of the total order price.
16. Upon the non-payment of an invoice on the date of maturity, post-maturity interests of 12% on the unpaid balance will be legally due, without prior notice, as from the date of maturity. Also a fixed compensation of 10% of the total sum (with a minimum of € 150.00) will be legally due without prior notice, without prejudice to US Floors’ right to demand a higher compensation if the actually incurred damage is higher.
17. Upon the non-payment of an invoice on the date of maturity, all other claims against the customer will be legally due, without prior notice. In this event, US Floors reserves the right to suspend the execution of all outstanding orders, again without prior notice and without any compensation for damage being due.
18. US Floors is entitled to completely or partially suspend its obligations towards the customer without prior notice if the customer, for whatever reason, fails to observe its obligations towards US Floors.
F. Transfer of title and risk
19. The title of ownership with regard to sold goods will but be transferred to the customer after the settlement by the customer of all considerations due to US Floors in return for the goods delivered or to be delivered by US Floors, including payment of the agreed upon price, costs, interests and compensations for damage, if any. The retention of title has general application and also applies if the corresponding good has been processed or has become immovable.
The risk of loss, damage, theft and suchlike in connection with the goods will be transferred to the customer upon the departure from our warehouses. The risk of loss or destruction of sold goods is transferred completely to the customer.
20. Up to the moment that the title of ownership regarding sold goods is actually transferred to the customer, it is explicitly forbidden to the customer to use the delivered goods as means of payment or to pledge or encumber them with any other security right. The customer will also affix a mark onto the delivered goods that indicates in a clearly legible way that the delivered goods remain property of US Floors. Insofar as is needed, the present clause is considered re-applicable to every new delivery. The customer commits itself to inform US Floors immediately about any seizure imposed by a third party on sold goods.
21. The customer has a duty of care in connection with all goods falling under the retention of title and must store and save them in perfect condition at a suited and clean location according to the highest standards and safety conditions that are applicable in the industry. Besides, the customer must insure these goods up to the actual transfer of title against all conventional risks in the industry (including fire, water damage and theft) and submit the insurance policy in question to US Floors at such first request. The customer commits itself to inform US Floors if sold goods are stored in a building that is not its property and it will communicate the identity of the owner at such request from US Floors.
G. Displays for retail
22. Customers (retailers) can obtain a display of US Floors for 600 Euro. This cost will be recovered by the Customer and be taken over by US Floors after the Customer has placed 4 orders with US Floors because US Floors will grant a commercial discount to the Customer of 150 Euro per order placed by the Customer.
US Floors remains the owner of the display. The display can be used only for showing products of US Floors. The Customer commits itself to include this clause in its agreements with its own customers. The Customer also commits itself to provide US Floors with a list of the locations where the displays are used.
23. US Floors offers customers the contractual warranty as enclosed.
24. US Floors is at all times entitled to dissolve the agreement with the customer, with immediate effect and without any court order being due, without prior notice and without payment of any compensation for damage whatsoever, in the following events:
- i) If the customer, in spite of a formal written notice and observing a term of at least 5 days, still falls short of the timely and proper observance of one or more obligationsresulting from the agreement
- ii) Upon the suspension of payment of it he customer files a petition for bankruptcy
- iii) Upon the liquidation or discontinuance of the activities of the customer
- iv) If the control over the customer changes
- v) If part of the assets of the customer are seized
- vi) If, according to article 14 of the general sales conditions, the customer refuses to make a prior payment or provide other securities as requested by US Floors
- viii) If US Floors has substantiated reasons for doubting that the customer will observe its obligations towards US Floors
Upon the dissoluttion of the agreement by US Floors, the customer will be due a fixed compensation of 10% of the total outstanding sums (with a minimum of € 150.00), without prejudice to US Floors’ right to demand a higher compensation if the actually incurred damage is higher, and all claims of US Floors onto the customer will become immediately due.
25. . US Floors cannot be held liable towards the customer for serious or deliberate faults committed by its employees, agents and/or representatives within the scope of the execution of their professional activities.
26. 26. Insofar as for the execution of its obligations US Floors depends on the cooperation, services and deliveries of third parties, it can by no means be held liable for whatever damage resulting from their fault, including gross and deliberate faults.
To the extent that US Floors would be held accountable for material and physical damage following a proven fault in its product, US Floors’s liability will be limited to maximum the insured amount, i.e. € 2,500,000.00. US Floors will by no means be bound to pay any consequential damage whatsoever.
K. Applicable law
27. All agreements to which these general sales conditions apply, as well as all other agreements resulting from them, are subject to Belgian law only. All disputes between the parties in connection with agreements subject to these general sales conditions will be settled solely by the courts of the Commercial Court of Gent, division Gent.
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