General purchase and sales conditions

General purchase conditions

1. Applicability
Unless otherwise agreed in writing, these conditions govern the contractual relationship between NV Rezinal and its suppliers, to the exclusion of the conditions of sale of the supplier.
If application of the supplier's conditions of sale or a particulat agreement is agreed, the following conditions shall apply in a complementary manner.

2. Orders
a) Only written orders signed by duly authorised persons at NV Rezinal are valid.
The price quoted includes all incidentals such as, without this list being exhaustive, the costs of transport, loading and unloading, and all costs required to ensure smooth delivery.
b) The supplier is aware of all the terms and conditions that are applicable to the order (including specifications, technical regulations and contractual terms).

3. Delivery period
a) The delivery period agreed between the parties is binding. Strict compliance with this by the supplier is essential for NV Rezinal.
b) In the event of late delivery, NV Rezinal is entitled, by mere written notification and without prior notice of default, automatically, by law and without judicial intervention, to proceed with termination of the order, including fixed damage compensation owed by the mere fact of delay, that is final and not subject to reduction, set at 20% of the amount of the order (excl. VAT), without prejudice to the right of NV Rezinal to prove higher damages.
This damage compensation will be legally deducted from any amounts owed by NV Rezinal to the supplier for whatever reason.

4. Quality
a) The supplier guarantees that the supplies are fully consistent with the provisions of the order of NV Rezinal and the specifications contained therein; one of the key elements of the orders is the particular status of the supplier's specialisation.
b) Determination of the recyclable zinc metal content (regulus) of the supplied raw material is made by NV Rezinal according to the Rezinal ISO procedure, wherein the separation is done with a 0.5 mm or 35-mesh sieve.
c) Any error or defect on the part of the supplier due to non-compliance with the instructions or conditions of NV Rezinal or for any other reasons that manifest themselves within 90 days after the delivered material was first put into service, must be repaired or replaced by the supplier immediately and free of charge.
d) Any delivery that is not in conformity with the requirements and specifications of the order may be refused.
The supplier shall take back the rejected or excess goods delivered at its own expense.
e) NV Rezinal reserves the right to claim additional compensation for any damage incurred due to any fault or defect. NV Rezinal also reserves the right to revise the purchase price.
The costs of research, as well as those stipulated in the order, shall always be borne by the supplier.
f) The fact that the goods were accepted after inspection does not release the supplier from its guarantee obligation.

5. Inspection
The supplier must provide the necessary assistance for inspection.
NV Rezinal is entitled to inspect the goods within a reasonable time after receipt. If the quantities delivered appear to be lower in weight, number, volume, length, specification, quality, etc ... compared with the data on the delivery note, the invoiced amount will not only by law be reduced by the amount of the value of the non-delivered or non-conforming goods, but in addition, will be reduced by fixed damage compensation estimated at a non-reducible percentage of 10% of the invoice amount to cover the entirety of the damage to NV Rezinal.

6. Price change

a) The purchase prices of NV Rezinal are final.
b) Price changes specified in the order will be binding on NV Rezinal only if an attached letter from the supplier adopts the change and this was confirmed in writing by NV Rezinal.

7. Payment
a) Unless expressly agreed otherwise, the invoices are payable 60 days after receipt and approval of the invoice, provided that the goods were accepted.
This 60-day period is calculated from the end of the period in which approval took place.
b) In the case of incomplete delivery of a whole or a series, payment of the invoices relating to these partial deliveries is not due until the delivery has been fully carried out.

8. Warranty
a) The supplier guarantees to NV Rezinal that the delivered goods show no defects and that they do not come from theft or the handling of stolen goods.
Regarding any possible defects, the supplier accepts being considered a specialised professional seller as foreseen in article 4/a.
b) The supplier guarantees the conformity of its goods to the highest standards, including the Belgian standards, rules and regulations applicable to the matter.

9. Packaging
a) The goods must be properly packaged for transportation, as economically as possible.
Raw materials must be packaged and transported in accordance with applicable waste and environment regulations.
Special attention must be paid to avoiding damage by external causes or the shifting of the goods during transport.
b) The goods must be accompanied by a detailed delivery note stating the quantity and quality delivered, as well as the NV Rezinal order number, in accordance with the rules on the cross-border transportation of waste.

10. Deliveries
a) The goods will be delivered to the registered office of NV Rezinal or to another place specified in the order.
b) The transfer of ownership of the goods or material will take place at the time of delivery at the location designated in the order or, if not specified, at the registered office of NV Rezinal.
c) The supplier may not take back the goods without the written agreement of NV Rezinal, except in the case of a court decision.

11. Termination of the agreement
In the event of non-compliance with these terms and conditions, or any conditions that were subsequently mutually agreed, NV Rezinal reserves the right:
a) to demand delivery according to its guidelines;
b) to terminate the agreement unilaterally, with respect to goods still to be delivered as well as with respect to the goods that were not delivered on time or were not delivered conveniently;
c) for goods urgently needed by NV Rezinal that were not delivered on time or delivered improperly, to use, repair, replace or supplement them at the expense of the supplier; This operation cannot be considered as acceptance of these goods if the supplier was informed of our objections before use.
In each of these cases, NV Rezinal reserves the right to claim damages for non-compliance with its terms and conditions.

12. Trade secret
The supplier is forbidden from lending or supplying to third parties drawings of or destined for NV Rezinal, and from providing information, descriptions or specifications of NV Rezinal without the prior written consent of NV Rezinal.

13. Applicable law and jurisdiction
In the event of any dispute concerning the application of the agreement between the supplier and NV Rezinal referred to in these general terms and conditions, Belgian law is applicable and the Courts of Hasselt (Belgium) have exclusive jurisdiction, without prejudice to the right of NV Rezinal to bring the dispute before the courts of the business location/domicile of the supplier. 


General conditions of sale

1. General
Unless otherwise agreed in writing, these general terms and conditions govern all offers and agreements made by NV Rezinal, to the exclusion of the Customer's own contractual terms and conditions. 

2. Offers
Each offer, stock list and price list is non-binding.
Orders accepted by representatives of NV Rezinal are binding only after written confirmation by the duly authorised person at NV Rezinal.

3. Delivery and transport
a) The delivery will take place Ex Works (Heusden-Zolder).
If the Customer so requests, NV Rezinal will insure the Goods at the expense of the Customer.
b) All costs for transport, customs, assembly and disassembly, etc. are borne by the Customer.
c) The Customer is under the obligation to receive the Goods that it has ordered. 
d) Unless otherwise agreed, NV Rezinal will choose the mode of transport at its own discretion, without it being liable in any way for such.

4. Delivery
a) The delivery period starts at the time of written confirmation of the order, to the extent that all the formalities necessary for commencement of the work on the order have been fulfilled, NV Rezinal possesses all the necessary documents and information, and any agreed deadlines have been met.
b) Regarding the delivery time, delivery is assumed to have taken place Ex Works (Heusden-Zolder).
c) Exceeding the delivery time, for whatever reason, does not entitle the Customer to any damage compensation, termination of the agreement, or non-fulfilment of any obligation towards NV Rezinal (in particular its payment obligations).
d) Even if the Parties agreed in writing concerning a fine in the case of delay, NV Rezinal cannot be held to such if the delay in delivery is due to force majeure as defined in article 10 - Force majeure.
e) If the Customer is unable to receive the Goods at the time they are made available by NV Rezinal, the Customer may not delay payment.
The costs and the risk of storing the Goods are for the Customer, even if NV Rezinal provides for such storage.
If the stored Goods cannot be identified by the Customer, such cannot result in the liability of NV Rezinal nor in dissolution of the sale agreement.

5. Qulaity and quantity
a) Concerning form and chemical analysis, the Goods supplied by NV Rezinal have the usual quality according to the specifications applicable at the time of order confirmation.
b) If quality control is required for the Goods manufactured by NV Rezinal, this will take place at a place and time to be determined by NV Rezinal. If the Customer is not present at this inspection, the quality control will be conducted by NV Rezinal in accordance with the agreed instructions and this quality control will be deemed to have been accepted by the Customer.
c) If a special quality control or inspection by classification or by an inspection agency was agreed, the related costs are for the expense of the Customer.
d) The data provided by NV Rezinal in the form of leaflets, advice or instructions for use, drawings or shipping documents are not part of the agreement.
e) With regard to the quantity of goods to be delivered, a tolerance of 10%, both upwards and downwards, is allowed.

6. Warranty
a) The guarantee granted by NV Rezinal for material and manufacturing defects requires NV Rezinal only, at its sole discretion, to replace the Goods free of charge or refund the price paid by the Customer subject to return of the Goods.
b) Regarding materials and/or products of third parties used by NV Rezinal, the obligation to indemnify of NV Rezinal in the event of defects to the delivered Goods extends no further than that of its suppliers.
c) The obligation in article 6.a extends only to defects that manifest themselves within 3 months after delivery.
d) The Customer cannot derive any other rights from the warranty than those stated in paragraphs a and b of this article; in particular, no right can arise to any compensation for direct or indirect damages (including lost profits, costs due to downtime …) when using or processing the Goods.
e) The alleged failure by NV Rezinal to respect its warranty obligations does not release the Customer from its obligations under the agreement, in particular its payment obligation.
f)  If the Customer fails to fulfil any obligation under the agreement or a related agreement, or fails to do so in a timely way, NV Rezinal is in no way bound to any warranty.
g) Unless explicitly stipulated in the agreement, the outcome of the processing of the goods is never guaranteed.

7. Complaints
Complaints with respect to defects in materials or workmanship must be notified to NV Rezinal by registered letter within eight days of receipt of the Goods, and in any event prior to the use or sale of the Goods, failing which NV Rezinal shall have no liability whatsoever. The fact that the Customer makes a complaint to NV Rezinal does not relieve it of its obligations arising from the agreement (in particular its payment obligation).

8. Cancellation
In the case of total or partial cancellation of the order, the Customer owes fixed compensation of 10% of the value of the cancelled order, notwithstanding the right of NV Rezinal to prove higher damages.

9. Liability 
a) In the event of breach of contract on the part of NV Rezinal, NV Rezinal can only be required, at its sole discretion, to repair or replace the delivered Goods or refund the price paid in exchange for return of the delivered Goods.
b) NV Rezinal is in no way liable for any direct or indirect damages suffered by the Customer or a third party resulting from the deliveries, assignments and/or activities performed by NV Rezinal.
c) NV Rezinal is not liable for any damage that might occur as a result of a breach of patents, licenses, designs, copyrights and other rights of third parties if the information was provided by the Customer. In the event NV Rezinal is held liable by third parties, the Customer is obliged to indemnify it against such damage and liability.
d) NV Rezinal is not liable for damage to property and/or items caused by or arising during execution of work or the delivery of Goods on which, with which or in which these activities are carried out, irrespective of whether they are owned by the Customer or by third parties. If NV Rezinal is held liable by third parties, the Customer is obliged to indemnify it for such damage and liability.
e) The agreed exclusion of liability and indemnification obligations in this article shall also apply for and on behalf of all employees and service providers of NV Rezinal.

10. Force majeure
a) In the event of Force Majeure, NV Rezinal is entitled, at its sole discretion, to suspend execution of the agreement or to terminate the agreement by mere written notification and without prior notice of default, automatically, by law and without judicial intervention, without Rezinal NV being liable for any compensation or damages.
b) In the present general terms and conditions, by Force Majeure is understood any external cause that cannot be attributed to NV Rezinal that permanently or temporarily prevents compliance with the agreement or impedes such so seriously or is so problematic (including economic reasons) that compliance cannot be reasonably expected.
c) Force Majeure includes, among other things: war, revolution, insurrection, mobilisation, flood, fire, strikes, seizure, embargo, prohibition of foreign currency transfers, shortage of transport, general shortage of raw materials, reduction in energy consumption, and also, but only insofar as the following conditions take place beyond the control of the parties: sabotage, a significant increase in customs duties, excise duties and/or taxes or other government measures with a serious impact on our business, default on the part of suppliers, devaluation and inflation, and other circumstances that prevent or seriously impede the normal course of business at NV Rezinal.

11. Payment 
a) Unless otherwise agreed in writing, all invoices are payable within 30 days after the invoice date. Payment must be made to the registered office of NV Rezinal, in Heusden-Zolder.
b) Payment may be made by bill of exchange only after this method of payment has been explicitly agreed in writing. Any costs associated with this method of payment are solely for the expense of the Customer.
c) From its due date, each invoice amount will be increased by interest at the reference interest rate plus 7 percentage points and rounded to the nearest half percentage point (art. 5 Act 02/08/2002).
Any unpaid invoice will also be increased, by operation of law and without notice of default, by fixed compensation amounting to 10% of the outstanding invoice amount, unless the actual recovery costs - including the cost of legal assistance - would be higher (art. 6 Act 02/08/2002).

12. Financial guarantees
a) The Customer is obliged to furnish a guarantee for the complete fulfilment of its obligations to NV Rezinal, if and when the latter so desires, even if after the conclusion of the agreement for payment of the price, it appears that the buyer's credit is compromised or if its creditworthiness is reduced. This guarantee, which is considered necessary for the proper performance of the obligations of the Customer, may be claimed even after the delivery of the Goods without notice of default being required.
b) If the Customer remains in default, NV Rezinal is not obliged to fulfil or further fulfil its obligations under existing agreements, without prejudice to its right to damage compensation.

13. Retention of title
a) The rights of ownership to the Goods delivered by NV Rezinal will pass to the customer only when the purchase price of all Goods delivered by NV Rezinal has been paid by the Customer. NV Rezinal expressly reserves the right of ownership to the delivered goods for as long as its receivables from sales, delivery and activities have not been fully paid by the Customer.
b) In the event that third parties wish to exercise rights to the Goods while they are still owned by NV Rezinal, the Customer must give notice thereof to NV Rezinal immediately.

14. Termination clause 
a) If an invoice is not paid by its due date, or if article 12 must be applied, or in the case of bankruptcy, apparent insolvency or any change in the legal situation of the Customer, NV Rezinal reserves its right to terminate the agreement by mere written notification and without prior notice of default, automatically, by law and without judicial intervention. In the case of take-back of the Goods, damage compensation of 15% of the price of the returned Goods will be owed, with a minimum of € 250.
b) Non-payment, suspension of payments, bankruptcy, liquidation of the Customer's business, attachment against the Customer, entitles NV Rezinal to rescind the agreement in question and any other agreement between the parties not yet or only partially executed, immediately and without judicial intervention, in whole or in part, by mere written notice. In this case, the Customer may no longer derive any rights from this agreement, while NV Rezinal is entitled to demand immediate payment for Goods already delivered and/or work performed.

15. Competent court, applicable law
a) In the event of any dispute, the courts of Hasselt (Belgium) have exclusive jurisdiction, without the prejudice of the right of NV Rezinal to bring a dispute before the court of the registered office/business location/domicile of the Customer.
b) All offers, agreements and the execution thereof are governed by Belgian law.

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3550 Heusden-Zolder

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