Sales conditions

GENERAL CONDITIONS OF SALE ECOLINE NV

1. Application. These conditions govern all quotations, orders and deliveries by Ecoline NV to business customers; Ecoline does not supply consumers. The customer accepts them by placing an order. The customer's general, special and purchase conditions are expressly excluded, regardless of the form or time of their communication and even if they state that they apply exclusively; they apply only upon Ecoline's express written agreement, and performance of an order by Ecoline does not constitute acceptance. In the event of conflict, the following order of precedence applies: the signed special agreement, the order confirmation, the quotation, these conditions. "In writing" includes e-mail. Only the Dutch text is binding; this translation is provided for information only.
2. Quotations and orders. Price lists, catalogues and samples do not constitute an offer. Quotations are indivisible and valid for thirty days. The contract is formed by Ecoline's order confirmation or by the commencement of performance. Every order is irrevocable on the part of the customer. Any amendment or cancellation requires Ecoline's prior written agreement and is excluded once production of made-to-order goods or the purchase of the raw materials intended for them has commenced; if Ecoline nevertheless agrees, all resulting costs are borne by the customer.
3. Made-to-order goods, specifications and intellectual property. Goods manufactured to the customer's specification or under its brand are produced solely on the basis of the specifications, samples, proofs and artwork supplied or approved by the customer; that approval is binding and determines what is deemed conforming. The customer is responsible for their accuracy and completeness and for the fitness of the goods for its application; Ecoline gives no warranty of such fitness unless it has confirmed the application in writing in advance. The customer warrants that it holds all rights required in the material it supplies and shall indemnify Ecoline on first demand against any third-party claim. Printing tools, plates and moulds remain the property of Ecoline, even where their cost has been charged; Ecoline is not obliged to retain them for more than two years after the last order.
4. Prices. Prices are exclusive of VAT, duties and levies; carriage, insurance, import and export clearance, palletisation and special packaging are not included. Ecoline may adjust the price in the event of an objectively demonstrable increase in the cost of raw materials, energy, packaging, carriage or wages, or in exchange rates, subject to thirty days' prior written notice; if the adjustment exceeds 10 %, the customer may cancel orders not yet in production free of charge within ten days. Taxes, levies and customs duties introduced or amended after the contract is concluded are passed on.
5. Delivery, Incoterms and risk. Delivery periods are approximate and not binding, and time is not of the essence unless a fixed date has been expressly agreed in writing as binding; in that event compensation for delay is limited to 5 % of the price of the goods delivered late. Partial deliveries are permitted. Unless otherwise agreed, delivery is EXW Wevelgem within the European Union and FCA Wevelgem on export (Incoterms® 2020); risk passes in accordance with the applicable Incoterm, irrespective of the retention of title under article 11. If the customer fails to take delivery on the notified date, the goods will be stored without notice of default at the customer's cost and risk at 10 % of the invoice value per commenced month; after three months Ecoline may sell or destroy them and set off the net proceeds, without prejudice to its right to payment of the price. On intra-Community supply or export, the customer shall provide the transport or export evidence within one month, failing which Ecoline may charge VAT and the customer shall indemnify it against any reassessment, penalty and interest.
6. Tolerances. Ecoline does not warrant complete uniformity of colour. A tolerance of 5 % either way applies to weight, weight per square metre, dimensions, absorption capacity and the other characteristics stated in the technical data sheet. For made-to-order goods, an over- or under-delivery of 10 % of the quantity ordered is permitted; the quantity actually delivered is invoiced and constitutes full performance. Deviations within these margins, the differences in structure, shade and finish inherent in natural and recycled raw materials, and colour differences between successive production batches do not constitute a lack of conformity.
7. Complaints. Apparent defects, quantity discrepancies and any lack of conformity ascertainable on normal inspection must be noted on the delivery note or notified in writing within eight calendar days of delivery, and in any event before any use, processing, printing or resale, whether in whole or in part, failing which the claim lapses. Latent defects must be notified in writing within eight calendar days of discovery and no later than twelve months after delivery, failing which the claim lapses. Invoices must be disputed in writing within eight calendar days of the invoice date, failing which the claim lapses. A delivery note signed on receipt is evidence of delivery and of the quantity delivered. The customer shall keep the disputed goods available for inspection; returns require Ecoline's prior written agreement. A complaint does not suspend the obligation to pay.
8. Warranty. Where a complaint is well founded, Ecoline's sole obligation is, at its option, to replace the non-conforming goods, to deliver the missing quantity or to credit the invoice value. The parties expressly exclude the right to a price reduction (article 5.97 of the Belgian Civil Code). The warranty lapses in the event of improper or abnormal storage, use or handling, of processing or mixing with other products, of storage outside the conditions stated in the technical data sheet, after the expiry date and upon any modification by the customer or a third party.
9. Liability and article 6.3 of the Belgian Civil Code. Ecoline is liable only in the event of fraud, wilful misconduct, gross negligence or non-performance of one of its principal obligations. Its liability is limited to foreseeable, direct and personal loss; indirect and consequential loss is excluded, including loss of profit, loss of production, business interruption, recall and destruction costs, damage to reputation and third-party claims. It is in any event limited to the amount paid by its insurer and, in the absence of cover, to the invoice value of the goods that caused the loss. Ecoline is not liable for loss arising from the customer's specifications, materials or instructions, or from any use departing from the technical data sheet or the safety data sheet. Compensation for loss caused by non-performance of a contractual obligation may give rise only to a contractual claim against Ecoline; its directors, employees, agents, auxiliaries, subcontractors, suppliers and affiliated companies may not be sued in tort under article 6.3, § 2 of the Belgian Civil Code and may invoke this article directly, which constitutes an irrevocable stipulation for their benefit. The limitations and exclusions in this article do not apply in the event of fraud, wilful misconduct, a criminal offence on the part of the person concerned, or injury to life or to physical or mental integrity. Any claim against Ecoline lapses unless legal proceedings are issued within one year after the customer knew or ought to have known of the loss, and in any event within two years of delivery.
10. Payment. Invoices are payable on the due date stated on the invoice or in the special conditions, failing which within thirty calendar days of the invoice date, at Ecoline's registered office, net and without discount. Set-off and suspension of payment are excluded. Part payments are accepted subject to reservation and are applied to costs, then to the liquidated damages, then to interest and finally to the oldest principal. In the event of late payment, default interest of 1.5 % per month is payable automatically and without notice of default from the invoice date, and the outstanding balance is automatically increased by 15 %, subject to a minimum of EUR 125.00, by way of liquidated damages, without prejudice to legal and recovery costs. Non-payment of one invoice on its due date renders all other invoices immediately due and entitles Ecoline, upon written notice, to suspend or terminate the current contracts. Ecoline may require security or advance payment where its credit insurer reduces or withdraws the credit limit on the customer, where an invoice remains unpaid after its due date, or in the event of attachment, insolvency or change of control; if the security requested is not provided within ten working days, Ecoline may suspend performance.
11. Retention of title and pledge. The goods delivered remain the property of Ecoline until full payment of principal, interest, liquidated damages and costs, including those arising from other contracts. The customer acknowledges that this clause was notified to it before delivery and accepted by it; it is deemed repeated on each delivery. It survives processing, mixing or incorporation, Ecoline becoming co-owner of the new item in proportion to its invoice value. The customer shall keep the goods separate, identifiable and insured, may not pledge, encumber or use them as a means of payment, and shall immediately notify any attachment or third-party claim. On resale in the ordinary course of business, the customer assigns the resulting receivables to Ecoline up to the amount owed. Ecoline may repossess the goods on first demand, for which purpose the customer irrevocably grants it access; the value of the goods repossessed is set off against the outstanding balance, without prejudice to article 12. As security for all sums owed to Ecoline, the customer further pledges to Ecoline all its present and future receivables against third parties; registration costs and an administrative fee of EUR 40.00 are for the customer's account. Ecoline may exercise a lien over all of the customer's goods in its possession.
12. Cancellation and termination. In the event of termination or cancellation by the customer or attributable to it, liquidated damages of 30 % of the price are payable for standard goods from stock. For made-to-order goods, they comprise the costs already incurred, including raw materials, printing tools and goods already manufactured, plus loss of profit, subject to a minimum of 30 % of the price. In the event of termination attributable to Ecoline, save in the cases referred to in articles 10, 13 and 14, the customer is entitled to 5 % of the price. Any greater loss claimed must be proved by the claiming party.
13. Force majeure and changed circumstances. Force majeure includes, in particular, default or shortage on the part of suppliers, shortage of raw materials or energy, transport disruption, fire, cyber incidents, epidemics, strikes and measures of public authorities, including import and export restrictions and sanctions. In the event of force majeure, the period for performance is automatically extended by the duration of the impediment; if it lasts more than sixty days, either party may terminate the contract in writing without compensation. The parties exclude the application of article 5.74 of the Belgian Civil Code in favour of the customer: the customer may not require renegotiation on the ground of changed circumstances.
14. Statutory obligations and EUDR. The customer shall provide on first demand the data Ecoline requires in order to comply with its statutory obligations and shall indemnify Ecoline against any penalty, reassessment or loss arising from inaccurate or incomplete information. For products falling within Regulation (EU) 2023/1115 (EUDR), Ecoline submits a due diligence statement or refers to the reference numbers of its own suppliers; the reference number and verification code are stated on the invoice or delivery note, or communicated on request. The customer shall state whether it acts as an operator or as a trader within the meaning of that Regulation, shall retain these data for at least five years and shall pass them on upon further placing on the market. Ecoline gives no warranty as to any origin, composition or certification other than that which it has confirmed in writing, and may suspend performance for as long as the required data are missing.
15. Severability and miscellaneous. The nullity or unenforceability of any provision does not affect the remaining provisions; the provision concerned is replaced by a valid provision approximating as closely as possible the parties' intention, and the court is expressly requested to reduce it to the maximum permitted extent. Specifications, prices, samples and technical data are confidential. Ecoline may amend these conditions for future orders.
16. Governing law and jurisdiction. Belgian law applies exclusively, to the exclusion of the conflict rules of private international law. The application of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG) is expressly excluded. The Enterprise Court of Ghent, Kortrijk division, has exclusive jurisdiction. For claims within its jurisdictional limit, the Justice of the Peace of the canton in which Ecoline has its registered office has jurisdiction. Ecoline nevertheless reserves the right to sue the customer before the court of the customer's domicile or registered office.