General Terms and Conditions for Resellers

General Terms and Conditions for Resellers

Art. 1 - Object and scope of these general terms
These general terms form an integral part of each sale contract, private label contract, distribution agreement or dealer agreement.  By ordering from us, the customer accepts all these terms and waives his own terms, regardless of whether they are general or particular, printed or not printed. The terms of the customer are not opposable to CAVALIER N.V. unless and to the extent that CAVALIER N.V. has expressly accepted them in writing.  
If one of the following provisions should prove to be unlawful or null and void, the other provisions will remain in full force.
In the case of Private Label contracts, the Private Label General Terms will be an integral part of the contract and take precedence over these General Terms.
In the case of Distribution contracts, the General Distribution Terms and Conditions will be an integral part of the contract and take precedence over these General Terms.
In the case of Dealer contracts, the General Dealer Terms and Conditions will be an integral part of the contract and take precedence over these General Terms.

Art. 2 - Offer and obligations
Offers are only given as information, are only valid for a period of 14 days and do not bind CAVALIER N.V..  CAVALIER N.V. will only be bound by its offer, after written confirmation of the obligations of the buyer.  Until then CAVALIER N.V. may modify its offer. The contract is concluded at the time CAVALIER N.V. confirms the obligations.
Any discounts granted by CAVALIER N.V. are always limited in time, up to a maximum of three months after being granted unless specifically agreed otherwise.

Art. 3 – Delivery
The indicated delivery periods and/or dates are purely indicative.  They do not bind CAVALIER N.V. anymore than it is bound by the delivery periods and/or dates indicated by the buyer.  Failure to respect a delivery period may not be invoked by the buyer in order to demand damages or cancel the purchase.  
A customer can only modify its order (periods, quantities, etc…), only with the express agreement of CAVALIER N.V.. The latter is entitled to extend the delivery periods in an appropriate manner, taking its production capacity into account.
Unless a clause stating otherwise and explicitly accepted by CAVALIER N.V., the place of execution of the delivery is the registered office of CAVALIER N.V.
If the buyer, through his own doing, fails to pick up the goods within the stipulated period or on the stipulated date of delivery, the buyer shall be charged, ipso jure and without prior formal notice of default for each commenced month of delay, an amount of 1% of the total invoice amount for storage costs with a minimum of 500 EURO.  Without prejudice to the foregoing, as soon as the pickup delay amounts to more than two months, CAVALIER N.V. can, subject to a written formal notice of default, proceed with a forced execution and/or suspension of the contract.  In all events, CAVALIER N.V. reserves the right to demand compensation of its proven damage.
CAVALIER N.V. reserves the right to suspend a delivery without any compensation in the event of non-payment on the due date of another delivery to the same customer.

Art. 4 – Dissolution / Termination
In the event that a sales contract is cancelled partly or completely by the buyer or terminated at his expense, a non reducible lump sum/fixed compensation, with a minimum of 50% of the amount of the cancelled or terminated sale contract will be due by the buyer without prejudice of CAVALIER to the right to claim an additional compensation for any additional damage and payment of the future costs incurred by the seller to retake possession of the goods and/or to restore them in their original state in order to enable CAVALIER N.V. to sell them again. In the event these goods cannot be sold or returned, for whatever reason, the buyer will have to pay the total sales value of the goods on top of the compensation. 
In the event the seller fails to comply with its obligations, without a previous act committed by the buyer provoking the seller failing to comply, the buyer is entitled to reasonable compensation. 

Art. 5 – Transfer of Risk
The transfer of risk takes place when the goods to be delivered are handed over to the carrier and at the latest at the moment they leave the factory, even in the event of delivery FOB, CIF, FREE, … etc. and regardless of the fact whether CAVALIER N.V. bears the transport costs or not.
If the buyer, through his own doing, receives the goods with a delay, the transfer of the risk takes place on the day that the goods normally had to be shipped or picked up.

Art. 6 – Apparent and latent defects
Each apparent defect from which the delivered goods should suffer, including with respect to the quantity or non-conformity, must, on pain of forfeiture of the right to invoke it later, be reported in writing upon delivery.
Each latent quality defect must be reported in writing within five working days after identification of the defect, on pain of forfeiture of the right to invoke it later.
Without prejudice to the foregoing, CAVALIER N.V. guarantees defects only to the extent that it is proven that these defects existed prior to the transfer of risk and that they are imputable to it.
In any case, the liability of CAVALIER N.V. is limited to the invoice value of the defective goods.  This value always comprises the maximum damages.
Defective goods may not be resold or given away by the buyer, unless agreed otherwise in writing by Cavalier.

Art. 7 – Guarantee of conformity 
CAVALIER N.V. only guarantees the conformity of its products and their packaging, including the notices on the packaging, with the Belgian and European legal provisions.

Art. 8 – Force majeure
Cases of force majeure, government action, strike, lock-out, machine breakdown, etc.. give CAVALIER N.V. the right at its option to cancel any order entirely or partially, or to suspend its execution for the duration of the impediment, increased by a reasonable period for restarting its activities, both without prior notice or compensation.

Art. 9 – Dissolution clause
CAVALIER N.V. reserves its right, ipso jure and without prior formal notice of default or compensation, to regard the agreement as cancelled in the event of i) bankruptcy, ii) application of the Belgian WCO-law if within a period of 10 days after a notification letter no confirmation has been received by CAVALIER that that contract can be continued, iii) cessation of payment or iv) any other circumstance which reasonable permits CAVALIER N.V. to doubt the solvency of the buyer.  In these cases, all outstanding invoices become due immediately.

Art. 10 – Payment
All invoices are payable cash before delivery, as of the invoicing date into the bank account of CAVALIER N.V. in Belgium, unless agreed otherwise in writing.
In the event of late payment, a late payment interest, according to the law of 2002/08/02 in implementing the European Directive 2000/35/CE of 2000/06/29, will be added to the outstanding invoice amount, ipso jure and without prior formal notice of default, from the due date until the day of complete payment. 
A fixed compensation in the amount of 10% of the invoice amount is also owed, ipso jure, and without prior formal notice of default, as compensation , under reservation of the right of CAVALIER N.V. to demand higher compensation if it can demonstrate greater damage, with a minimum of 125 EUR, by way of fixed damages for additional administrative costs/incidental costs, credit monitoring and disruption of the commercial business.
No complaint releaves the customer from his obligation to pay on the due date.

Art. 11 – Retention of title
The goods remain the property of CAVALIER N.V. as long as they have not been fully paid for.

Art. 12 – Rights of the seller
Without impairment to the preceding articles, CAVALIER N.V. explicitly reserves the rights set forth in articles 61 through 65 of the Vienna Treaty of 11/4/1980 on the international sale of goods.

Art. 13 – Applicable law and jurisdiction
The contract concluded between the parties is governed by Belgian law, including the Vienna Treaty of 11/4/1980 on international sales.
The courts of the territorial district where CAVALIER N.V. has its registered office have exclusive jurisdiction over all disputes, without prejudice to the right of CAVALIER to take the case to yet another court.