General terms of sale ELTRA NV TRADE REGISTER N° BE404.637.577

1 General

1.1 These general terms of sale apply to all orders by the buyer as well as the quotes, order confirmations, invoices and other documents of Eltra and agreements between the buyer and Eltra. These general terms of sale can be found at

1.2 The general terms of the buyer, which deviate from these general terms of Eltra, are not applicable and cannot be imposed on Eltra, unless Eltra has accepted these terms explicitly and in writing prior to any contract being established.

1.3 If a provision or part of a provision in these general terms of sale, or in a quote, order confirmation or agreement that is subject to these general terms of sale, is unlawful, void or unenforceable, it will – wherever possible – be replaced by a lawful, valid and applicable provision that best reflects the original intentions, without prejudice to the other provisions in these general terms of sale.

1.4 If these general terms of sale have also been drafted in a language other than Dutch, the Dutch text will always be decisive in the event of differences.

2 Content of catalogues.

The content of Eltra’s catalogues is not comprehensive and the data they contain, such as but not restricted to, dimensions, items, prices, properties, representations and capacities, are merely indicative and will not bind Eltra. The content of catalogues and the data they contain can be altered by Eltra without the need to provide prior notification.

3 Quotes by Eltra – Orders from buyer – order confirmations by Eltra.

3.1 Quotes by Eltra are binding for the mentioned period of validity (validity date). If the period of validity is not explicitly mentioned in the quote, it will only be valid for 10 working days.

3.2 Orders from the buyer, possibly based on a quote by Eltra, will also be confirmed by the latter by way of an order confirmation, unless Eltra decides not to do so.

3.3 If there are differences between the orders of the buyer and the order confirmation or quote by Eltra, only the quote or order conformation of Eltra will be binding.

4 Prices – price changes – payment

4.1 Unless agreed otherwise, the prices mentioned for goods exclude transport costs, VAT, levies of any kind, and import duties that apply in the country of destination/receipt.

4.2 Eltra is entitled to modify its prices at any time. Such price changes will not have an impact on quotes that have not yet expired and on all ongoing agreements with the buyer. Price changes by Eltra in ongoing quotes and existing agreements with the buyer are possible if Eltra is able to justify such price changes using objectively demonstrable parameters from the production and/or logistics chain that have an impact on the previously mentioned prices, such as but not restricted to changes in the cost price of the required (raw) materials, salary costs, transport, energy prices, etc. that Eltra itself incurs or which have been passed on by the suppliers/manufacturers of goods or the logistical partners of Eltra.  In such cases, the previously mentioned prices will be proportionately modified based on their share in the changed objective parameter in the previously mentioned price, and following prior written notification of this to the buyer by Eltra.

4.3 Discounts will only apply to the sale for which they were awarded. Discounts, either one-off or repetitive, will never become an acquired right for the buyer with regard to future orders.

4.4 Unless explicitly agreed otherwise in writing, the invoices of Eltra must be paid in cash at its premises.

4.5 In case of non-payment or incomplete payment on the day of expiry, the buyer will legally owe, without any kind of prior notification of breach, a lump sum indemnity that has been set to 10% of the invoice total, with a minimum of 100 euros as compensation. In addition, late payment interest, which equates to 1% per started month, will be owed as of the date of expiry. All other not yet expired or not yet invoiced sums will also become claimable, and Eltra will be entitled to suspend further execution of its commitments.

4.6 Objections to the invoices of Eltra must be in writing and well substantiated, and must be submitted with 7 workings days of the invoice date.

5 Delivery – delivery modalities and transfer of risk

5.1 Delivery period: Unless explicitly agreed otherwise in writing, the mentioned delivery periods are merely indicative and are non-binding for Eltra.

5.2 Place and means of delivery: Unless agreed otherwise in writing, the goods will be delivered and made available to the buyer in the warehouses of Eltra or by handing them over to a transporter or freight forwarder in the warehouses of Eltra. The buyer is required to receive the goods within five working days of being informed about the availability of the goods by Eltra. If the goods are not received within five working days, the buyer will owe storage costs equivalent to 1% of the purchase price per started month with the maximum being the full value of the goods in question.

5.3 In addition, the buyer is solely responsible and liable for costs and risks associated with loading and transport, and for clearing the goods until the desired destination.

5.4 The delivered goods will remain the property of Eltra until the buyer has paid the full purchase price, interest and costs. Nonetheless, the risk relating to the goods will transfer to the buyer at the moment of delivery.

5.5 Eltra is entitled to make partial deliveries, if not all sold goods are in stock or available.

6 Complaints – Liability – Warranty.

6.1 Visible defects and non-conformities. The buyer must immediately receive and inspect the delivered goods. He will be entitled to inspect the goods in advance at the warehouses of Eltra without Eltra being obligated to invite him to do so. Once the delivered goods have left the warehouses of Eltra, they will be deemed to have been irrevocably and unconditionally accepted by the buyer, and Eltra will no longer accept any complaints with regard to non-conformities and/or visible defects.

6.2 Hidden defects and hidden non-conformities. Complaints relating to hidden defects or hidden non-conformities must be submitted in writing to Eltra within 8 working days of them being discovered, and certainly within 12 months following delivery. The buyer must always make non-compliant goods available to Eltra.

6.3 In any case, the warranty obligations of Eltra will always be limited to the warranty offered by the manufacturer of the delivered goods. Such warranties will only apply if the goods are used correctly in normal conditions, and in accordance with the user instructions/manual.

6.4 Unless in the event of deliberate intent or gross negligence on the part of Eltra, the liability of Eltra with regard to the buyer will always be limited to the purchase price of the sold goods, as mentioned on the invoice, and explicitly excluding all indirect, special, incidental and punitive damage, as well as consequential or product damage, such as but not restricted to transport costs, travel and accommodation costs, costs for (dis)assembly and/or (re-)installation, lost profits and business stagnation.

7 Force majeure – hardship.

7.1 If execution of the agreement(s) or delivery of goods is impossible due to circumstances beyond the control of Eltra, Eltra will be entitled to fully or partly suspend its obligations for as long as such force majeure is in effect. The following, among others, must be interpreted as force majeure: strike action of lock-out, import or export bans for the sold goods, fire, war, pandemics, lockdown, epidemics, natural disasters, flooding or water-related hindrances, government decisions, unavailability of goods due to case of force majeure at a supplier/manufacturer of Eltra, or due to unforeseeable circumstances that cannot be attributed to Eltra or its manufacturer/supplier. Agreed delivery and execution periods will be extended by the period for which the case of force majeure remains in effect. If necessary, the parties will agree a new execution period in good faith. If a case of force majeure remains in effect for a consecutive period of longer than 4 months, Eltra and/or the buyer will be entitled to cancel the agreement without owing any form of compensation.

7.2 Hardship: Hardship event(s) are defined as: every unforeseeable circumstance beyond the control of Eltra, which could not be reasonably foreseen when the agreement was concluded and which makes it extremely difficult for Eltra to execute the agreement, whereby an imbalance is created in the agreement and Eltra cannot be reasonably expected to act under the same contractual conditions, such as e.g. currency devaluation and unforeseen and sudden scarcity of materials or transport possibilities that seriously hinder the import/transport of goods and disproportionately increase cost prices. If a hardship event is encountered, Eltra will inform the buyer of this in writing and ask for the existing agreement to be renegotiated. Parties agree to enter such negotiations in good faith and, if renegotiations are unsuccessful within 35 working days of the buyer being informed of the hardship event, Eltra will be entitled to terminate the existing agreement without costs.

8 Applicable law and competent courts.

8.1 The realisation, validity and execution of agreements between the buyer and Eltra, as well as all related disputes, are governed by Belgian law.

8.2 For any disputes between the parties, the courts of the district of Antwerp, Antwerp division or the courts of the defendant’s residence shall have exclusive jurisdiction, at the option of the plaintiff.