Terms & Conditions

Ro-mag Terms & Conditions

Last updated: November 20, 2023

I. General

These general terms and conditions form an integral part of every agreement concluded between us and our customers. Every order implies an unconditional, exclusive and full recognition by the customer of these general terms and conditions, not with standing any contrary provision in the customer's terms and conditions, of whatever nature. Any other conditions or agreements are valid only upon our express and written acceptance.
Each contract is subject to our written confirmation of the order. This confirmation determines the mutual rights and obligations regarding, among other things, delivery. Delivery is strictly limited to the goods and/or performances described in the contract. Any deviation requires a written record. The customer accepts all costs resulting from any desired changes or cancellations after the conclusion of the agreement.
We are not obliged to accept orders nor to respect already concluded contracts in case of force majeure, production stop, production reduction, strike, damage to the production facilities, non-delivery or late delivery by our suppliers, government measures and other unforeseen circumstances of a similar nature as well as all consequences of such events and states. Non-acceptance of orders or non-compliance with existing agreements as a result of the circumstances described above shall not entitle the customer to cancel any order, nor torefuse receipt and/or payment for the goods and/or services, nor to any form of compensation.
The prices and all data relating to delivery times as well as all other information and schedules included in our catalogues, prospect uses, tariffs and related information sources are purely indicative and do not bind us. We reserve the right to modify them at any time and without prior notice, except in the case of a technical file forming part of a contract. All goods offered may be modified by us on condition that they can deliver the agreed performance.
Unless otherwise agreed in writing, all specifications, plans, sketches and generally, all technical documents made available in any way remain our intellectual property and may not be reproduced or disclosed to third parties. In the event that an agreement is not concluded, the aforementioned data must be returned immediately at our first request

II. Prices

Our prices are set on the basis of the current prices at the time the agreement is concluded. However, we expressly reserve the right to change them if labour costs or any other determining price have undergone a significant increase after the conclusion of the agreement.
Our prices are exclusive of VAT and fixed on the basis of delivery ex factory or warehouse. Packaging, transport, possible insurance, taxes and customs duties are not included and are therefore at the customer's expense.

III. Deliveries

Delivery times are determined subject to all unforeseen circumstances beyond our control and the states and events described under clause I.3 of these general terms and conditions. Respect for delivery deadlines presupposes that the customer has fulfilled all his payment obligations.
Exceeding a delivery period does not entitle the customer to cancel his order(s) or to refuse receipt or payment of the goods or services, or to any form of compensation, only after sending a registered notice of default giving us time to take the necessary action.

IV. Transport

Our goods are transported at the expense, risk and peril of the customer. They are deemed delivered and accepted as soon as they are loaded in or on means of transport.
Unless otherwise agreed, we determine, without accepting any responsibility, the method of transport and the itinerary of the goods. If delays or damage occur during transport, the customer must immediately lodge a complaint with the forwarding agent concerned and, if necessary, claim compensation in proportion. However, such a claim for compensation does not release him from any payment obligation towards us.
The customer is obliged to accept delivery from the moment the goods are ready for forwarding, otherwise we shall be entitled to invoice the goods ex works and store them at our discretion at the customer's expense and risk. Partial deliveries and their immediate invoicing are permitted.
Except for special and written agreement, delivered goods shall not be taken back. In the event of return accepted by us, we shall be entitled to invoice an amount proportional to the value and condition of the goods at the time of delivery to our warehouse plus any direct and indirect costs. If the customer unilaterally proceeds to return the goods, we retain the right to reship the goods in question at his expense and at his risk and peril in the condition as they are.

V. Terms of payment

If the payment terms were not determined during the conclusion of the contract, the customer will accept the payment terms as indicated on our invoice. Unless expressly agreed otherwise in writing, all invoices are payable net at the latest 30 days after the invoice date.
The customer may not assert any objection not recognised by us in order to obtain deferred payment or full or partial settlement of receivable invoices.
In the event of non-payment of our invoice on the due date, the amount there of shall be increased, ipso jure and without formal notice, by bank interest equal to the interest rate of a with as a minimum the discount rate of the National Bank of Belgium for non-domiciled securities. All costs related to the collection of an unpaid invoice shall be borne by the customer. In addition, any overdue invoice not paid within 8 days after notice of default (any form of payment reminder serving as notice of default) shall be increased by 10% by way of a lump-sum penalty, without prejudice to the penalty clause.
Should the customer's assets deteriorate or circumstances become known to us that reduce his credit worthiness, all our debts shall become immediately due and payable regardless of the respective due dates and not withstanding all existing agreements. Furthermore, in such a case we shall be entitled to amend the terms of delivery or cancel all current orders.

VI. Retention of title

All goods and services remain our exclusive property until full settlement of the invoice or other claims from current accounts. Acceptance of this clause follows from the customer's acceptance, tacit or otherwise, of these general terms and conditions. Each customer is obliged to make these general terms and conditions opposable to its own contracting parties, who thus undertake not to assert against our company any rights or obligations other than those stated in these terms and conditions. (In France, this applies in particular in the event of a collective procedure in accordance with Act N° 80.335 dated 12 May 1980).
The customer shall take care of the goods from delivery i.e. handover to the forwarding agent; he shall therefore be responsible for any damage or loss.
If the customer fails to comply with any contractual obligations of any kind, e.g. non-payment of an overdue invoice by the due date, we shall be entitled to claim the goods in question through summary proceedings. If they have already been transferred to third parties, we will be entitled to claim ownership or, failing this, the amount of the price plus interest and costs.

VII. Complaints

1.
a) Within the limits of the invoiced amounts, we provide a one-year warranty on our goods for hidden defects and function from the date of delivery.
b) However, our warranty is only valid to the extent that the delivered goods were installed and used in accordance with the rules of the art and all applicable laws, standards and regulations. Any deviation from this releases us from all responsibility.
c) Furthermore, a warranty claim can only be made by the customer on condition that he has fulfilled all his contractual obligations and in particular his payment obligations.
d) Hidden defects shall only qualify for warranty claims if they have been reported to us within 5 days of their discovery.

2.
a) Our warranty is limited to the free replacement or repair by our care of defective goods recognised by us; such replacements or repairs shall not result in any extension of the warranty period.
b) Transport costs of replacement parts will be borne by the customer.
c) All other complaints or claims for damages or compensation are excluded, whatever the legal or other grounds on which they are based.

3.
a) All repairs resulting from normal wear and tear of the goods as well as damages or accidents caused by neglect, lack of inspection or maintenance, improper use or incorrect assembly are not covered by our warranty.
b) If the customer transforms or repairs the goods himself, third parties or preceding parties in mutual cooperation without our prior and written consent, we shall be immediately and fully released from any warranty obligation.

VIII. Validity clause

The invalidity, for whatever reason, of any of the provisions of these general terms and conditions shall not affect the validity of all other clauses. In the event of inconsistencies or lack of clarity, the content of the Dutch version shall prevail.

IX. Disputes

In the event of disputes, Belgian law shall apply. All disputes may be settled by the courts of the district of Antwerp.