General terms and conditions

• Part of the agreement

  These general terms and conditions form an integral part of all agreements concluded between SAPIM NV, with registered offices at Mechanicalaan 6-8, 2610 Antwerp (Belgium) and company number 0452.272.891, any of its affiliate companies such as Sapim USA Ltd located at 3471 N Union Drive Olney, IL 62450 (USA), Sapim Production Taiwan located at No 63-1, Youshi Road, Dajia, Taichung City 43 769, Taiwan ROC (Taiwan), or Sapim Asia located at No. 691-3, Fuya Road, Xitun District, Taichung City, 40762 Taiwan ROC (Taiwan) hereinafter referred to as "SAPIM", and its clients. These general terms and conditions apply, unless expressly stated otherwise in writing by SAPIM, and exclude any general terms and conditions of the client. By entering into an agreement with SAPIM, the client declares that it is aware of SAPIM’s general terms and conditions and agrees with them. Any special conditions agreed between SAPIM and the client in any other document are additionally applicable. If there is any conflict, the special conditions shall prevail. The Dutch text of these general terms and conditions will prevail over any translations thereof. The fact that SAPIM does not invoke any general term or condition at any given moment does not mean that SAPIM waives the right to appeal later. Any modification to, attachment to or derogation from these terms and conditions must be specified in a written agreement.

• Quotations and orders

  All proposals, brochures, catalogues, information and technical files are purely informative and do not bind SAPIM in any way. Descriptions, drawings, images, colours, sizes and specifications of goods are only approximate. The client can never invoke any deviations that are not significantly different from technical or aesthetic specifications in any claim against SAPIM, unless expressly agreed otherwise in writing. All quotations are without obligation and without commitment. Orders are only final and binding upon SAPIM’s written confirmation. Orders are delivered in accordance with the written confirmation. This confirmation must be checked by the client and any incorrect details must be reported to SAPIM immediately in writing. This is entirely the client’s responsibility.

  SAPIM may accept a change to an order by a client, subject to the possibility of amending the terms and conditions. If SAPIM refuses to accept a change to an order, the original order remains valid.

  Prices are in euros and exclude VAT, unless stated otherwise. These delivery terms are interpreted in accordance with the Incoterm Ex Works, in accordance with the latest version of the Incoterms published by the International Chamber of Commerce on the date of the order confirmation. Shipments are entirely at the client’s risk and expense, unless expressly agreed otherwise in writing.

  SAPIM reserves the right to change prices if a series production is terminated or if, after the quotation is given: i) raw material prices change, ii) the actual volume is below the planned volume or iii) there are significant changes in economic circumstances.

• Implementation of services

  Agreed delivery periods are always indicative. If the delivery period is exceeded, the client cannot claim any damages, terminate the agreement or demand its dissolution. SAPIM delivers orders according to what is possible and the priority of orders.

  Goods and/or services provided by SAPIM are deemed irrevocably accepted if a purchase order is signed, all or part of the goods delivered are used or resold or the invoice for the goods and/or services supplied is fully or partially paid.

• Payment

  SAPIM is entitled to request the client full advance payment or payment of a deposit at any time, without having to give a specific reason. Failure to pay a requested deposit releases SAPIM from all its obligations in respect of all the orders of the client.

  Delivered goods must be paid for in cash at SAPIM's registered office. All invoices must be paid in net by the client within the number of calendar days stated on the order or invoice. When paying, the client must always refer to the quotation and invoice for the shipping and payment conditions. Additional goods and/or services are charged separately.

  Payments received by SAPIM are initially used to cover any overdue interest and fees, then the principal amount of the oldest overdue invoice. If the client fails to settle the invoice by the due date, then SAPIM is entitled to charge late payment interest from the day following the due date, this being 1% of the invoice amount per calendar month, until SAPIM receives payment in full, without prejudice to SAPIM’s right to raise the invoice amount by a fixed amount of 10%, with a minimum of EUR 30 (thirty euros) and SAPIM’s right to claim reimbursement of extrajudicial and judicial collection costs. If the client fails to settle any invoice by the due date, then, by operation of law and without prior notice, the balance due on all other non-overdue invoices or invoices for which a payment period was granted shall become immediately due. If discounts, benefits or benefits in kind are granted on the basis of a specific order, then this entire order must be paid after invoicing. The discounts, benefits or benefits in kind will only be acquired if the full order has been paid, failing of full payment will lead to permanent cancellation of discounts, benefits or benefits in kind without the client being able to make any kind of claim to them. It is not possible to grant a pro rata benefit or discount. If payment obligations are not met, all discounts granted will be cancelled.

  Every intermediary is responsible for the order he or she places with SAPIM and its payment, even if the invoice is in the name of a third party. The intermediary must therefore pay this invoice at first request and is only freed from obligations if he or she can submit the receipt of payment of this invoice by himself or herself or a third party.

• Objection

  Any objection to an invoice must be submitted in writing by registered post to SAPIM's registered office within fourteen (14) calendar days after the invoice date and must contain the reasons behind the objection. If any of the conditions for objection are not met, the invoice is deemed to have been accepted. The submission of an objection does not suspend the client’s payment obligations.

• Risk transfer and retention of ownership

  Delivered goods remain the property of SAPIM until all SAPIM’s invoices are paid in full, even if delivery is Ex Works and all risks are borne by the client. Storage of the goods awaiting delivery by SAPIM at the client as well as shipping of the goods from SAPIM to the client is at the client’s risk and expense. If the client encumbers the goods before ownership is transferred to the client, the client accepts that the proceeds from the encumbrance of said goods belong to SAPIM. If the goods are not collected by the client or the client’s carrier within fourteen (14) calendar days, SAPIM is entitled to reuse, destroy, dispose of or store these goods against payment, as well as charge any expenses made by SAPIM due to non-collection or non-timely collection of the goods. The client remains obliged to pay the invoice in full.

• Liability and indemnity

  SAPIM is never liable under any circumstances for indirect damages, including but not limited to loss of profit, loss of production, interruption of operations, loss of clientele, damage to reputation, consequential losses, damages due to loss of opportunity, damages due to loss of savings, damages due to business interruptions, damages due to loss of data and any other form of indirect or unforeseeable damage. Any liability of SAPIM for any reason is in any case limited to the amount of the relevant invoice that directly led to the claim. The client hereby waives any right or claim which could entitle the client to higher compensation.

  SAPIM is solely responsible for defects in the design, material or fabrication of the goods, insofar as SAPIM was granted manufacturing warranties by the manufacturer.

  If the client makes a timely and justified complaint regarding a good’s non-compliance or defect, SAPIM may at its sole discretion replace the non-compliant or defective good or decide on another remedy. If SAPIM decides to repair the good, SAPIM is entitled to engage third parties to carry out the work. Any delay caused by this third party entitles the client to invoke the remedies mentioned in the section below.

  The client is only entitled to cancel the agreement and claim repayment of the purchase price if the goods have actual discrepancies or defects which make the goods unsuitable for the purpose for which they were purchased and SAPIM does not replace or repair the non-compliant or defective goods. If the non-compliance or defect does not affect the suitability of the goods for the purpose for which they were purchased, the client is only entitled to a proportional discount of the purchase price.

  If the client demands a particular material or execution process in deviation to the common processes or advise, of SAPIM, SAPIM shall be relieved of all responsibility for defects that result from this choice of material or process.

  The client is in any case always obliged to provide SAPIM with all the elements regarding any alleged damage, so that a claim can be made in good time against any responsible party.

  Each complaint must be accompanied by samples so that SAPIM can investigate the accuracy of the complaint. The entire delivery to which the complaint relates must be made available to SAPIM by the client while SAPIM investigates the complaint and may not be used or sold by the client in any way.

  If the client fails to observe the aforementioned, then the client is solely responsible and any responsibility of SAPIM is excluded, whereby the client accepts to indemnify SAPIM from any resulting claims.

  Compliance of delivery and visible defects should be checked immediately by the client upon receipt or delivery. The absence of client comments at the time of delivery of the goods implies that the client accepts the delivery and waives any possible responsibility or liability of SAPIM for visible defects in the delivered goods. SAPIM is not responsible to clients for hidden defects and consequently not liable to indemnify them. In any case, SAPIM must be informed by registered letter of any complaints regarding hidden defects within fourteen (14) calendar days after their discovery. In addition, such claims must be lodged within one year of discovery under penalty of forfeiture.

• Force majeure

  SAPIM can never be held liable in cases of force majeure. Force majeure is understood to mean any circumstance independent of its will which prevents SAPIM, wholly or partially, from fulfilling its obligations towards the client. SAPIM does not have to prove the unforeseeable or inevitable nature of such a circumstance. Force majeure includes, but is not limited to, war, general or partial strikes, riots, lockouts, disruption, accidents, scarcity of means of transport or raw materials, non-delivery or non-timely delivery by suppliers or other third parties involved, material damage at SAPIM or at SAPIM’s suppliers, operating failures, energy failures, malfunctions of (tele)communication systems used, changes in market conditions, loss of data due to IT failures, virus infection or computer intrusion by third parties, contagious diseases, floods, fire, frost and exceptional weather conditions.

• Warranty

  Any SAPIM product warranty must be issued by SAPIM in writing with the required specifications, operating instructions or other terms and period of time. SAPIM provides a two (2) year warranty for its products. SAPIM is never responsible or liable if goods are used or handled improperly and in such circumstances the warranty is rendered invalid. The client always carries the burden of proof. SAPIM is not responsible or liable in cases of force majeure or if its products are further processed or reworked.

• Continued default

  If the client fails to fulfil its obligations, SAPIM is entitled to suspend or terminate the agreement or to consider it dissolved, without the client being entitled to any compensation.

  In the event of such termination or dissolution and regardless of the payment obligation for services already provided, the client must pay compensation for loss of profit, this being 35% of the price established in the agreement.

• Dissolution due to insolvency

  SAPIM reserves the right to consider the agreement dissolved by operation of law and without prior notice of default in the case of concursus creditorum or manifest insolvency, without prejudice to the application of Article 10, Paragraph 2.

• Transfer of claims

  The conclusion of the agreement validates an agreement for transfer of claims. This means that in case of any late payment, SAPIM can serve its claim on the client to the client's debtor by registered letter. The client is obliged to share all the elements of its claim against its debtor with SAPIM at first request, as soon as SAPIM has disclosed its intention to apply this article.

• Conventional set-off

  In the case of late payment by the client, opening of insolvency proceedings, seizure or any other case of concursus creditorum at the client, a set-off takes place by operation of law without prior notice or judicial decision. This set-off is enforceable against third parties.

• Industrial property

  "Intellectual property rights" must be construed as, but not limited to, registered patent rights, registered or unregistered model and design rights, registered or unregistered trademarks, as well as applications for patents, model and design rights or trademarks, copyrights, database rights, rights to software and/or know-how, anywhere in the world. These general terms and conditions do not in any way constitute a licence for SAPIM's intellectual property rights with the client or third parties. All SAPIM’s intellectual property rights are and remain the ownership of SAPIM. This also applies if intellectual property rights arise or become established in response to a specific client request. The client agrees and acknowledges that intellectual property rights with respect to improvements or changes to the client's drawings, specifications, technical information, tools or know-how used by SAPIM are irrevocably transferred to SAPIM and become exclusively owned by SAPIM, regardless of whether such improvement or change was developed by or made according to a specific request by the client. All studies, sketches, specifications, photos, samples, tests, etc. made available by SAPIM are and remain the ownership of SAPIM. They must be returned at the first simple request.

  SAPIM also reserves full intellectual property of the above-mentioned documents, as well as all industrial property rights, rights in rem and subsequent rights arising therefrom.

• Applicable law – competent court

  If any provision in these general terms and conditions is void or annulled, the remaining provisions remain fully applicable. The parties undertake to do all that is in their power to replace the void or unenforceable provisions with valid and enforceable agreements that, to the greatest extent possible, will have the same result as that which the parties wanted to achieve with the void or unenforceable provisions. The obligations under the void or unenforceable provisions shall be suspended pending this replacement.

  All agreements with SAPIM are governed by Belgian law. In case of dispute, the courts in Antwerp are exclusively competent.