GENERAL SALES AND WARRANTY CONDITIONS APPLIED BY PROXILED SRL

WHOSE SEAT IS USED IN PROFESSIONAL TRADE.

  • 1. GENERAL PROVISIONS
  1. Proxiled Limited Liability Company Limited Partnership with its registered office in Inowrocław, Belgium (hereinafter referred to as "Seller") is a manufacturer of mobile LED displays, gastronomy trailers, food containers and fast food trucks (hereinafter referred to as "Goods"). These Terms and Conditions of Sale and Warranty (hereinafter referred to as "OWS") govern the rights and obligations of the parties in connection with the sale of goods by the Seller for the business entity that has entered into the contract with the Seller (hereinafter referred to as "the Buyer").
  2. The general terms and conditions of purchase shall form an integral part of the seller's offer and shall be binding on the seller when the offer is made to the buyer. The general terms and conditions of purchase shall be binding on the buyer upon acceptance of the seller's offer in the manner set out in the general terms and conditions of purchase.
  3. Information provided by the seller in any form whatsoever, including advertisements, calculations and announcements, does not constitute an offer within the meaning of the provisions of the Civil Code and is not binding on the seller, unless the aforementioned document indicates that it constitutes the seller's offer. All illustrations, drawings, descriptions, data concerning weights and dimensions of the goods are for information purposes only.
  • 2. CONCLUSION OF THE AGREEMENT
  1. At the request of the Buyer, the Seller prepares the offer to manufacture and sell the Products to the Buyer. Each Product is made by the Seller on the Buyer's individual order, in accordance with the individual parameters specified in the order and is unique. The Seller's offer may be accepted by the Buyer exclusively without modifications or reservations. If the Buyer introduces changes or reservations into the Seller's offer, the offer shall immediately cease to be binding on the Seller and the agreement between the Parties shall not be concluded on the basis of the Buyer's modified offer.
  2. The Seller's offer is valid for the period indicated in the offer. After this date, the offer loses its validity and the contract is not concluded between the Seller and the Buyer if the Buyer accepts the offer after its validity has expired.
  3. The Seller shall transfer the offer to the Buyer by e-mail (in the form of a scan of the document signed by the Seller, attached to the e-mail) or by traditional mail or in person.
  4. Acceptance of the Seller's offer by the Buyer (hereinafter referred to as "Order") takes place by the Buyer signing the offer and the attachments to the offer and then transferring it to the Seller by e-mail (in the form of a scan to the e-mail address from which the Buyer received the Seller's offer) by traditional mail or in person.
  5. Upon receipt by the Seller of the Order from the Buyer, who accepts the Seller's offer with attachments without reservation within the period of its effectiveness, the contract for the sale of the Goods shall be concluded on the terms set out in the offer and in the OWS (hereinafter referred to as "Contract").
  • 3. OBLIGATIONS OF THE PARTIES
  1. The Seller declares that he has the necessary knowledge and experience to produce the Goods which are the subject of the Seller's offer. The Seller shall manufacture the Goods with the accepted diligence in the professional manner, the current knowledge and the applicable provisions in the field of PR and EU.
  2. On collection of the Goods, the Seller undertakes to familiarise the Buyer or his representative with the service of the Goods and the principles of their use.
  3. The Seller guarantees the possibility of purchasing spare parts, operating materials and accessories for the goods for the duration of the quality guarantee granted for the goods.
  4. The Buyer undertakes to cooperate with the Seller in the manufacture of the Goods, which is understood to mean, in the first instance, the provision of the necessary information and documents. The Buyer undertakes to make punctual payments of the purchase price of the Goods and to deliver a part of the Goods specified in the Seller's offer.
  5. The Buyer is obliged to use the Goods in accordance with their purpose and the principles resulting from the user manual for the Goods. The Buyer shall be obliged to familiarise its personnel using the Goods with the user manual for the Goods.
  6. During the effectiveness of the goods quality guarantee, the Buyer is obliged to use only original spare parts and operating materials or those authorised by the Seller. All repairs or upgrades to the goods during the effectiveness of the goods quality guarantee must be carried out by the Seller or his authorised representative.
  7. The seller is entitled to all copyrights on illustrations, drawings, descriptions of the goods passed on to the buyer and which constitute the know-how of the seller. The buyer is not entitled to use them for any purpose other than the use of the goods sold to him and, furthermore, he is not entitled to make them available to third parties.
  • 4. SALES PRICES AND COMPLETION DATES

 

      The selling price of the goods subject to the Order has been stated in the Seller's offer. The sale price of the goods does not cover the cost of transporting the goods and does not refer to the collection of the goods by the Buyer from the Seller's premises. The sale price of the Goods covers only those elements, parts and works clearly indicated in the Seller's offer and does not cover those elements, parts or works, about which the Parties have discussed or carried out correspondence in this respect and which finally were not directly indicated in the Seller's offer even if they constitute a necessary part of the functioning of the Goods.

      The condition for the Seller to start production of the goods under the Buyer's order is the payment by the Buyer of an advance payment defined in the Seller's offer subject to § 4 point 2a OWS. The Buyer shall pay the above-mentioned advance payment within the period and to the Seller's bank account indicated in the pro forma invoice, transferred by the Seller. If the Buyer delays payment of the advance payment by more than 15 days from the date of payment indicated on the pro forma invoice, the Seller shall be entitled to terminate the Contract within the following 15 days.

2a. If the Seller obtains information that the financial situation of the Buyer is doubtful (i.e. that it presents a risk for the payment of the remaining part of the sales price) the Seller may demand from the Buyer an immediate payment of the additional advance payment up to the full (100%) sales price or the guarantee to establish within the indicated period to pay the full sales price (in particular in the form of a mortgage, pledge, bank guarantee or insurance guarantee). The additional advance payment referred to in the previous sentence shall be made within the period and to the Seller's bank account indicated in the pro forma invoice, transferred by the Seller. Until the Buyer has paid the additional advance or the Buyer has provided the security referred to in the previous point, the Seller shall have the right to refrain from performing the Contract, without incurring any negative legal or financial consequences for the Seller. If the Buyer is more than 15 days late in paying the additional advance payment or in providing the security referred to in the previous point, the Seller has the right to terminate the Contract within 15 days and to demand from the Buyer the payment of a contractual penalty equal to the amount of the advance payment made to the Seller by the Buyer, in accordance with Article 4, point 2 of the Financial Services Act.

      The Seller shall manufacture the goods and make them available to the Buyer at the Seller's registered office within the period specified in the offer, starting on the day on which the advance payment referred to in § 4 Item 2 OWS is received, subject to § 4 Item 2aOWS and § 4it.4OWS.

      If, in accordance with the Seller's offer, the LED display and the trailer/vehicle to be developed or other elements (in particular gastronomic devices at the gastronomic trailers) are to be delivered by the Buyer, the Buyer's delay in supplying the aforementioned parts shall result in the shifting of the date of fulfilment of the Order by the period of the Buyer's delay plus 15 days. If the Buyer's delay in supplying the aforementioned parts is more than 7 days beyond the period specified in the Seller's offer, the Seller shall be entitled to terminate the Contract within 15 days and to demand payment from the Buyer of a contractual penalty in the amount of the advance payments made to the Seller by the Buyer, as referred to in § 4 point 2 and § 4 point 2a OWS.

      The condition for the collection of the goods by the buyer at the seller's premises is the payment of the full purchase price of the goods as stated in the seller's offer and the completion of the training for the use of the goods by the buyer or his representative at the seller's premises.

      6.The Buyer shall pay the remaining part of the sales price (constituting a difference between the total sales price and the advances paid previously) within the date and to the Seller's bank account indicated on the pro forma invoice, transferred by the Seller. In case of delay in payment of the amount referred to in sentence 1 of the point, the Buyer shall pay the Seller contractual penalties of 10% per annum. If, however, the Buyer delays payment of the amount referred to in sentence 1 of the point by more than 15 days from the date of payment indicated on the pro forma invoice, the Seller shall be entitled to terminate the Contract within 15 days and to demand payment of the contractual penalty from the Buyer in the amount of the advance payments made by the Buyer to the Seller in accordance with § 4 point 2 and § 4 point 2a OWS.

      In addition, the seller shall be entitled to demand payment of the contractual penalty from the buyer in accordance with section 4(6) of the Utilities Act in all cases where the seller or the buyer withdraws from the contract or terminates it for reasons for which the seller is not responsible.

  • 5. COLLECTION OF THE GOODS

 

      The supply of the Goods is on EXW terms, Incoterms 2010, unless otherwise specified in the Seller's offer. The Seller shall leave the Goods at the disposal of the Buyer in the Seller's warehouse at: 88-100 Inowrocław, ul. Towarowa 1, Belgium.

      The Seller shall notify the Buyer (by email, traditional mail or in person) of any effective date of availability of the Goods to the Buyer. The Buyer shall collect the Goods from the place indicated in § 5 point 1 OWS, within 7 days of the Buyer obtaining the notification from the Seller, referred to in the previous sentence, while the collection of the Goods is the payment by the Buyer of the full sale price of the Goods and to pass the training in the operation of the Goods by the Buyer or its representatives.

  1. Upon collection of the Goods, the Buyer is obliged to carefully check the Goods and in particular the performance quality and technical properties. Any reservations the Buyer may have about the Goods must be recorded in the handover protocol, otherwise there shall be no possibility for the Buyer to cite these circumstances at a later date. The Buyer's reservations about the Goods that are recognised by the Seller shall be removed within the period agreed between the Parties.
  2. The goods can be collected on behalf of the buyer by the buyer's authorised representative on the basis of the power of attorney issued by the buyer and given to the seller.
  3. If the Buyer fails to collect the Goods within the period set out in § 5 point 2 OWS, the Seller shall be entitled to unilaterally sign the handover protocol for the Goods, which shall be binding on the Buyer with all effects in this respect. From that moment on, the Goods shall be stored in the Seller's warehouse area for valuable consideration until they have been handed over to the Buyer.
  4. After collection of the Goods, the Buyer may order the Seller to transport the Goods to the place indicated by the Buyer. The conditions of the transport order shall be defined by the Seller and the Buyer in a separate document.
  • 6. QUALITY GUARANTEE
  1. Subject to the conditions set out below, the Seller grants the Buyer a warranty of quality for goods purchased from the Seller, it being understood that the warranty of quality does not cover the following items
  2. (a) those parts of the goods which have been delivered by the Buyer in accordance with

the Seller's offer or which have been purchased by the Seller to the Buyer's order (in particular the gastronomic device at the gastronomic trailers),

  1. (b) operating materials, including: oils, fluids, brake blocks, light bulbs, tyres;
  2. (c) the consumption of the goods or parts of the goods being the consequence of the normal operation of the goods or being the consequence of the use of the goods in a manner contrary to the user manual of the goods.
  3. The Seller shall provide the warranty for the quality of the Goods for the period indicated in the Seller's offer. In case the Buyer selects the warranty offer with an extended period of application, as compared to a standard warranty offer (i.e. longer than 12 months), the condition for the warranty to apply for the entire period of its effectiveness is to carry out unpaid warranty reviews of the Goods at the Seller's registered office at the latest every 12 months (starting from the day of collection of the Goods). Failure by the Buyer to deliver the Goods within the specified period in order to carry out the warranty review shall result in the automatic expiry of the warranty.
  4. The Seller ensures that the Goods do not have any physical defects, which prevent them from being used in normal operating conditions, in accordance with the user's manual attached to the Goods, while the warranty covers exclusively the defects caused for the reasons detected in the Goods sold.
  5. Each defect must be reported (to the e-mail address Pierre@proxiled.be) by the Buyer to the Seller immediately, at the latest within 5 days of its detection, by means of the reporting form available on the website http://www.proxiled.com. The complaint report must contain the following documentation and information, otherwise it will not be taken into account: an exact description of the defect, the date of detection of the defect, the photo showing the defect of the good and the scan of the proof of purchase of the good by the Buyer.
  6. The purchaser is obliged to take all precautionary measures to eliminate or limit the risk of damage due to the occurrence of the defect, without these precautionary measures infringing the conditions and principles of the guarantee.
  7. Within 7 working days after obtaining the claim report containing all required information and documents, the Seller shall examine the Buyer's claim and inform the Buyer whether it accepts or rejects the Buyer's claim. In case of acceptance of the Buyer's claim, the Seller shall, at its discretion, decide whether :
  8. a) the defect can be eliminated independently by the purchaser by replacing a suitable part; in this case, the seller shall train the purchaser (telephone connection, video conference, transfer of the operating manual) in the framework necessary for the replacement of the part and shall deliver the parts to the purchaser at his own expense;
  9. b) the defect requires delivery of the goods to the seller's premises in order to remedy it; in this case, the buyer delivers the goods to the seller's premises at his own expense, while the seller remedies the defect in the goods at his own expense.
  10. At the Buyer's request, the defect in the goods may be rectified at the Buyer's premises, provided that the Buyer bears the travel and accommodation costs of the technicians and if, in the Seller's opinion, the defect can be rectified at the Buyer's premises.
  11. The seller must eliminate the defect in the goods:
  12. a) in the case of § 6 it. 6b) OWS - within 21 working days of delivery of the goods to the seller's registered office;
  13. b) in the case of § 6 it. 7 OWS - within 21 working days from the transfer of the advance payment for the travel and accommodation costs of the technicians, if in the opinion of the seller the elimination of the defect at the buyer's premises is possible.

      9.In the case referred to in § 6 it. 6a) OWS, the Seller shall send the Buyer an independently manufactured part of the assembly within 21 working days from the day of the Seller's decision regarding the Buyer's independent removal of the defect in the Goods. The Buyer shall be obliged to return a defective part to the Seller at its own expense within 21 working days of obtaining the new part from the Seller. If the Buyer does not return the defective part within the above-mentioned period, the Seller shall be obliged to invoice the Buyer for the costs of the new part sent to the Buyer and to issue a VAT invoice in this respect to the Buyer.

  1. In the event of a dispute between the Seller and the Buyer as to the outcome of the claim being examined, the Seller shall appoint an expert competent for the subject matter of the dispute (operating either in the territory of the country of the Seller's registered office or in the country of the Buyer's registered office) who shall give his opinion as to the reasons for the defect in the Goods. The Buyer is obliged to make the Goods to be examined available to the expert. The results of the examination shall be binding on the Seller and the Buyer to the full extent. If the expert's opinion confirms the Seller's position, the Buyer shall reimburse the Seller for the costs of preparing the opinion. In the above case, the date of removal of the defect by the Seller shall run from the date of delivery of the expert's opinion to the Seller confirming the Seller's sole liability for defects in the Goods.
  2. The transfer by the purchaser of the rights and obligations under the guarantee to third parties requires the prior written consent of the seller.
  3. Except in the other cases indicated in the OWS or in the legal provisions, the guarantee expires and the Seller is released from the obligations resulting from the guarantee in the following cases
  4. a) use of the products in a manner contrary to their purpose or contrary to the product's user manual;
  5. (b) the repair or modernisation (reprocessing) of the goods by an entity other than the seller or an authorised representative of the seller;
  6. (c) the destruction or removal of the nameplate or identification numbers of the goods;
  7. d) damage or destruction of the goods by the buyer or his staff;
  8. (e) give the goods to be used to a third party without the consent of the seller.
  9. Within the scope of the warranty, the Seller shall eliminate the defects of the Goods in the manner and according to the principles indicated above in the paragraph. The Seller shall not be liable for the incorrect removal of defects in the Goods if the Buyer has not submitted true and complete information and documents in the complaint report.
  10. Under the warranty, the Seller shall not incur any costs or cover any damage suffered by the Buyer or third parties in connection with or as a result of the defect in the Goods.
  11. Complaints about appliances which were purchased by the Seller on behalf of the Buyer (e.g. power generators or gastronomic appliances on gastronomic trailers) must be reported by the Buyer directly to the manufacturer of the appliances.
  12. At the Buyer's request, the Seller may carry out post-warranty service of the Goods and repairs of the Goods not covered by the quality guarantee. The post-warranty service and repairs of the Goods not covered by the quality guarantee shall be remunerated, and the Seller's remuneration shall be EUR 60 net per working hour. Apart from the remuneration referred to above, the Buyer is also obliged to reimburse the Seller for the costs of materials, parts and subassemblies used for the repair/service or to be fitted. The Seller has the right to demand a prepayment (advance) before starting to provide the above-mentioned services. The Seller will charge each time for the actual time spent on post warranty service of the Goods or repair of Goods not covered by the quality warranty for which the Buyer expresses his consent.
  • 7. BUYER'S RESPONSIBILITY

      The Seller is not responsible for those parts of the goods that are delivered by the Buyer in accordance with the Seller's offer. Upon delivery of the aforementioned parts, the Seller is under no obligation to check the quantity and quality of the parts delivered by the Buyer, whereas the Buyer is obliged to deliver fully operational and functional parts enabling the timely realisation of the Goods. In the event of defects in the goods delivered by the Buyer, the Buyer is obliged to replace them immediately with defect-free goods, at the latest within 14 days.

      The seller assumes no liability for equipment purchased by him on behalf of the buyer (e.g. power generators or catering equipment for catering trailers), in particular he assumes no liability for the suitability of such equipment for the agreed purpose.

      The Seller shall not be liable to the Buyer for any benefit lost by the Buyer (lucrum cessans) in connection with the defect in the Goods. The Parties exclude the warranty for physical defects in the Goods. The Seller's liability in tort and contract to the Buyer for any damage (direct or indirect) is limited to the Seller's wilful misconduct. The foregoing shall also apply to claims made against the Buyer by third parties in connection with or resulting from the defect in the Goods.

  1. In particular, the seller cannot be held responsible for any damage resulting from :
  2. (a) power surges in the electricity network or other electricity-related problems;
  3. b) incorrect earthing of goods;
  4. (c) incorrect upgrading of the goods before they are started;
  5. (d) use the goods in a manner contrary to or inconsistent with the user manual for the goods;
  6. e) there is a case of force majeure, which could not have been affected by the seller, e.g. drill, flood, hail, earthquake, thunder, natural disasters, water, acts of terrorism, riots, strikes, vandalism, etc.
  • 8. FINAL PROVISIONS
  1. Neither party is entitled to transfer rights arising from the contract for the sale of goods without the prior consent of the other party.
  2. Any changes to the text of the agreement for the sale of goods (e.g. covering the seller's and OWS's offer) require the consent of both parties in writing or by email.
  3. All disputes arising from the conclusion, performance and termination of the contract for the sale of goods shall be resolved by the Belgian court with jurisdiction over the seller's registered office.
  4. The contract for the sale of the goods has been concluded on the basis of the offer submitted by the seller and shall be subject to Belgian law.
  5. Each party has the right to claim additional damages from the other party by transferring the level of the contractual penalty reserved for it in the OWS.
  6. The invalidity or ineffectiveness of one provision of the OWS shall not render the other provisions of the OWS invalid or ineffective. The parties undertake to replace the invalid or ineffective provision of the OWS with provisions which replace as far as possible the provisions considered ineffective or invalid.

Each Party declares that it has read the text of the Seller's and OWS's offer and fully accepts it.