TERMS AND CONDITIONS OF SALE BV KEY-TEC

1. Any contract or legal transaction with or by KEY-TEC is subject to these terms and conditions, to the exclusion of any other terms and conditions, unless otherwise agreed.
2. By signing the terms and conditions of sale or the order form, the customer undertakes to comply with the general terms and conditions as set out in this document. The customer declares that they acknowledge and accept these terms and hereby waives their own general terms and conditions.

Quotations

3. All quotations are non-binding and cannot be regarded as an offer. Unless otherwise agreed, a quotation is valid for 1 month. KEY-TEC is only bound once the customer has confirmed their agreement to the quotation in writing and this has been accepted by KEY-TEC. When placing an order (whether based on a catalogue, price list, quotation, previous order or in any other manner), the customer expressly agrees to these general terms and conditions and waives his or her own terms and conditions.
4. The specifications and quotations are based on the current values of wages, materials and services. Should these undergo changes beyond KEY-TEC’s control, KEY-TEC reserves the right to adjust prices proportionately. KEY-TEC is also entitled to do so in the event of a devaluation of the currency. The customer has the right to terminate the agreement within 8 days (15 days for consumers) of being notified of this price change.
5. KEY-TEC reserves the right to accept an order only in part and to refuse or cancel it in whole or in part. Such refusal or cancellation shall in no event entitle the customer to claim compensation (except as provided for in Article VI.83, 7 and 27° of the WER for consumers).
6. The acceptance of several consecutive orders from the same customer shall in no circumstances entail an obligation on the part of KEY-TEC to accept subsequent orders.
7. The scope of the contract shall be determined by the description in the quotation, together with any additions and amendments if agreed in writing.
8. Any changes requested by the customer, any additional deliveries or services, whether agreed in writing or verbally, and which are not included in the quotation, shall be invoiced separately at the prevailing rates.
9. The prices stated in the quotation are exclusive of VAT. Costs associated with the sale, such as import duties, VAT, customs duties and other taxes and charges, shall be borne by the customer.
10. Drawings, sketches, dimensions and weights appearing in our circulars, price lists or other publications, as well as in our quotations and/or documents, are provided for information purposes only. Their values are only guaranteed if KEY-TEC has expressly confirmed them in writing.

Delivery

11. In accordance with the Ex Works Incoterms 2020, KEY-TEC delivers its goods to the place of delivery, unless otherwise specified. The risks and costs of delivery and collection shall be borne by the customer, unless expressly stipulated otherwise. Shipping costs shall always be borne by the customer unless expressly agreed otherwise. The prices for the transport of the goods shall be specified in the quotation.
12. The delivery time is purely indicative and offers no guarantee whatsoever. A delay in delivery shall not give rise to a claim for compensation or termination of the contract against KEY-TEC (except as provided for in Article VI.83, 7 and 27° of the WER for consumers). Changes to the quotation automatically result in the initial delivery times being revised, or at least no longer being binding.
13. The customer undertakes to collect the goods within 8 days (15 days for consumers) of receiving notification that the goods are ready for collection. If the collection or acceptance of the purchased goods has not taken place by the time specified in the contract/notification, KEY-TEC may demand performance in kind or terminate the contract, in which case compensation shall be payable equal to 25% of the purchase price, subject to the express reservation of KEY-TEC’s right to claim higher compensation in accordance with the actual loss suffered (however, Article XIX.4 of the WER applies to consumers). With regard to consumers, KEY-TEC shall be liable for the same compensation in the event of late performance not attributable to force majeure.

Return/cancellation of an order

14. Goods sold shall not be taken back, unless with the express written consent of KEY-TEC. Should KEY-TEC take goods back, a credit shall be issued following inspection of the goods. A 15% deduction, with a minimum of EUR 25.00, will be applied to the net sales value to cover transport and administrative costs, subject to the express reservation of KEY-TEC’s right to claim higher compensation in accordance with the actual loss suffered (however, Article XIX.4 of the WER applies to consumers).
In the case of a distance contract, the consumer is granted a 14-day right of withdrawal free of charge (cf. Art. VI.47 WER).
15. An order may only be cancelled with the written consent of KEY-TEC. Furthermore, upon acceptance of the cancellation, the customer shall owe compensation of 10% of the amount stated on the order form/invoice, subject to the express reservation of KEY-TEC’s right to claim higher compensation in accordance with the actual loss suffered (however, Article XIX.4 of the WER applies to consumers). With regard to consumers, KEY-TEC shall be liable for the same compensation in the event of cancellation by the latter that is not attributable to force majeure.
In the case of a distance contract, the consumer is granted a 14-day right of withdrawal free of charge (cf. Art. VI.47 WER).
16. If the customer, as the client, fails to fulfil an obligation properly or in a timely manner, as well as in the event of bankruptcy, an application for a moratorium on payments, the cessation of business or the liquidation of the client’s business, the client shall be deemed to be in default by operation of law, and KEY-TEC shall then be entitled, without notice of default (though Article XIX.2 of the WER applies to consumers) or judicial intervention, to suspend the performance of the agreement or to terminate it in whole or in part without any compensation being payable. In all such cases, any claim by KEY-TEC against the customer shall become immediately and fully due and payable.
17. KEY-TEC shall be entitled, if hindered by force majeure, to suspend performance or to terminate the agreement in whole or in part without judicial intervention, without any compensation being payable.

Intellectual property rights

18. Drawings, sketches, etc. designed by KEY-TEC may only be used with express written consent. They remain the exclusive property of KEY-TEC.

Invoicing and payment

19. KEY-TEC’s invoices are payable at the registered office. Payments are due in accordance with the terms set out in the quotation, and invoices are payable at KEY-TEC’s registered office within 30 days of the invoice date, unless expressly agreed otherwise (however, Article XIX.2 of the WER applies to consumers) i.e. with the exception of invoices relating to the purchase of machinery, which must be paid in full prior to delivery.
20. In the event of non-payment or late payment of the invoice within the stipulated period, all outstanding invoices shall become immediately due and payable by operation of law and without notice of default (however, Article
XIX.2 WER applies to consumers) and, from the due date, the customer shall be liable by operation of law and without prior notice of default to pay default interest of 10% (per annum) on the invoice amount, as well as a fixed surcharge of 10% with a minimum of EUR 75.00 (however, Art. XIX.4 WER applies to consumers) . In the event of partial payment, the full surcharge remains payable. With regard to consumers, KEY-TEC shall be liable for the same compensation in the event of late performance not attributable to force majeure.

Disputes

21. Unless expressly agreed otherwise, delivery shall constitute final acceptance of the goods by the customer. Upon receipt, the customer shall carefully check whether the goods correspond to the order. This also applies to all partial deliveries.
22. All complaints must be well-founded and substantiated and must be addressed directly to KEY-TEC’s registered office by registered post no later than 8 days (15 days for consumers) after receipt of the goods or completion of the works. Once this period has expired, the goods sold shall be deemed to comply with the requirements set by the customer and KEY-TEC shall no longer be liable for visible defects.

Warranty/Guarantees

23. A warranty is only provided where this is expressly stated on the order form/invoice. In this case, the warranty period is expressly stated on the order form/invoice. The warranty period commences on the day of delivery by KEY-TEC.
To the extent permitted by law, KEY-TEC also excludes all liability for hidden defects within the meaning of Article 1641 et seq. of the Civil Code.
See, however, Article 29 of these terms and conditions of sale for consumers.
24. The warranty applies only where the goods to which the warranty applies have been paid for in full. The warranty on the goods sold applies only to manufacturing defects and only for the duration specified on the order form/invoice.
See, however, Article 29 of these terms and conditions of sale for consumers.
25.The warranty is limited to the repair or replacement of the defective parts.
See, however, Article 29 of these terms and conditions of sale for consumers.
26. The warranty does not apply to equipment showing defects resulting from wear and tear, misuse or negligence, nor to equipment that has been modified or rented out after delivery, nor to equipment whose brand has been altered or removed.
See, however, Article 29 of these terms and conditions of sale for consumers.
27. The fitting by the customer of non-original parts shall result in the lapse of any warranty obligation on the part of KEY-TEC.
See, however, Article 29 of these terms and conditions of sale for consumers.
28. Our liability for defective performance or delivery shall be limited to 50% of the amount payable/paid and shall in no event exceed the amount payable/paid. KEY-TEC shall in no way be held liable for any indirect damage whatsoever (including, but not limited to, loss of profit, loss of income, loss of data, loss of goodwill, loss of reputation, loss of business opportunities, loss of anticipated savings and claims by third parties) caused by a defect in a delivered item, regardless of the cause of the defect.
However, see Article 29 of these terms and conditions of sale for consumers.
29. a. Notwithstanding the aforementioned provisions, a consumer is entitled to a statutory warranty of two years (but one year for second-hand goods) pursuant to Article 1649bis et seq. of the former Civil Code. To make use of this warranty, the customer must notify KEY-TEC of the identified defect within two months, failing which the warranty shall lapse.
b. A second-hand item, on the other hand, is sold and accepted by the buyer in the condition it is in at the time of delivery. The buyer declares that they have been able to inspect the item and have taken note of its visible condition, signs of use and normal wear and tear.
This provision does not affect the statutory guarantee of conformity. In accordance with the rules governing consumer sales, the statutory guarantee for second-hand goods is one year from delivery, cf. Article 1649bis et seq. of the former Civil Code.
The guarantee covers only defects of conformity that already existed at the time of delivery and does not apply to defects resulting from normal use, wear and tear, misuse, negligence or alterations/repairs carried out by third parties.

Retention of title

30. The goods remain the full property of KEY-TEC until the customer has fulfilled their obligations and, in particular, has paid the price in full. In the event of a delay in payment, KEY-TEC reserves the right, without prior notice of default (although Article XIX.2 of the WER applies to consumers), to take back the goods that have been delivered. Nevertheless, all risks associated with the goods sold shall pass to the customer from the moment of delivery. This applies even if the customer has already received the original invoice and it has not yet been paid.
31. The customer undertakes not to sell the goods or transfer them to third parties whilst they remain the property of KEY-TEC. In the event of non-compliance with this prohibition, the customer shall be liable for a fixed compensation of 25% of the sale price, subject to the express reservation of KEY-TEC’s right to claim higher compensation in accordance with the actual loss suffered (however, Article XIX.4 of the WER applies to consumers). KEY-TEC retains title even if the goods have been altered, transferred or sold. In the latter case, the claim for the resale price is transferred to KEY-TEC by operation of law.
32. The customer undertakes to inform KEY-TEC of any action taken by their creditor (such as, for example, seizure) and shall bear the costs of defending against such action. Where applicable, they shall indemnify KEY-TEC.
33. The customer grants, inter alia (but not exclusively), us, our agents/dealers, and our employees an irrevocable right to enter at any time all premises where the goods are located or may be located, for the purpose of recovering the goods in the event of non-payment (or incomplete payment) of the outstanding amount.

Force majeure

34. Should either party, despite making reasonable efforts to prevent or mitigate it, be wholly or partially prevented from fulfilling its contractual obligations in a timely manner as a result of force majeure, the affected party must notify the other party of this in writing (by registered post) no later than 8 days after the force majeure situation arises, or within 15 days if the party concerned is a consumer.
This notification must include a description of the force majeure situation, the date of commencement, the expected duration, and the extent to which the party is prevented from fulfilling its obligations. The affected party shall, as far as reasonably possible, substantiate this with the necessary supporting documents.
During the period in which the force majeure situation persists, the obligations of the affected party shall be suspended. This suspension applies exclusively to those obligations whose performance is prevented by the force majeure and only for the duration of the force majeure situation.
The affected party undertakes to take all reasonable measures to limit the consequences of the force majeure and to resume the performance of its obligations as soon as possible.
If the force majeure situation persists for longer than a reasonable period, and in any event for longer than 30 days, either party shall be entitled to terminate the agreement in whole or in part without judicial intervention and without being liable for any compensation.
The affected party shall also notify the other party in writing (by registered letter) as soon as possible of the time at which the force majeure situation that prevented the fulfilment of its obligations has ended. From that moment, the affected party shall resume the performance of its contractual obligations without delay.

Data processing

35. By signing the terms and conditions of sale or the order form, you agree to the processing of your personal data in accordance with our privacy policy. These general terms and conditions must be read in conjunction with our general privacy statement, which is available on our website.
36. By creating an account or requesting a quotation, you accept these general terms and conditions without reservation. Furthermore, in order to create your account or draw up your quotation, we must process your personal data. The circumstances in which this occurs are described in more detail in the general data protection policy, which can be found on the website and is attached as an appendix to these general terms and conditions.

General

37. No party may assign its rights and/or obligations arising from these general terms and conditions or our agreements to a third party without the consent of the other party
38. The invalidity of any of these terms and conditions or any part thereof shall not affect the validity of the remaining terms and conditions.
39. This agreement is governed by Belgian law. Any dispute concerning the interpretation or performance of a contract and relating to invoices falls exclusively within the territorial jurisdiction of the courts of the area in which KEY-TEC’s registered office is situated.
The application of the UN Convention on Contracts for the International Sale of Goods of 11 April 1980 (Vienna Sales Convention) is expressly excluded.
The UN Convention on the Limitation Period in the International Sale of Goods of 14 June 1974, as amended by the Protocol of 11 April 1980, is also expressly excluded.