Article 1 – Definitions
In these Terms and Conditions, the following definitions apply:
“Customer” means the entity to which THICOFC is providing Products under the Terms and Conditions.
“Products”  means  the  products  THICOFC  has  agreed  to  supply  the  Customer with under  the Terms and Conditions.
“THICOFC” means the limited partnership (in dutch: commanditaire vennootschap) THICOFC, with its registered office in Belgium, 2800 Mechelen, Pareipoelstraat 126/0201, with VAT BE0838.808.389, providing Products under the Terms and Conditions.
“Terms and Conditions” means these Terms and Conditions for Sale of the Products. “Registered Letter of Complaint” means a registered letter stating the invoice date, the invoice number and/or the number of the order confirmation, with a precise identification of the material and a detailed account of the complaint, non-conformity and/or defect.

 

Article 2 – Scope of the Terms and Conditions 
These Terms and Conditions are applicable to the sale of the Products, to the exclusion of all other conditions. Any conflicting conditions or any conditions of the Customer differing from the Terms and Conditions shall not be recognized, save to the extent and express written acceptation by THICOFC. THICOFC and the Customer declare that these Terms and Conditions do not create a contractual imbalance and that these Terms and Conditions were taken into account in the pricing negotiations. The mere fact of placing an order or of accepting a quotation shall imply the unconditional acceptance of the Terms and Conditions and the technical manual of the Products by the Customer who acknowledges having received these Terms and Conditions (in a comprehensible language) before accepting the quotation. The Terms and Conditions shall be able to be modified by THICOFC. The said modifications become applicable as of their notification to the Customer for all subsequent orders. Any failure or repeated failure by THICOFC to enforce any right may only be regarded as tolerating a certain situation and will not lead to the forfeiture of rights.

 

Article 3 – Offers
All offers given by THICOFC may be withdrawn at any time, are without obligation towards THICOFC and are only an invitation to the Customer to place an order. An agreement will only be concluded once a person authorized to legally bind THICOFC confirms the order of the Customer or as soon as THICOFC starts the execution of the order. All offers are based on the information of the Customer. If this information turns out to be incomplete and/or erroneous after the confirmation of the order, THICOFC is entitled to charge additional costs to the Customer. The scope of the contract between THICOFC and the Customer shall solely be determined by the confirmation of the order by THICOFC. Details regarding characteristics of the Products shall serve as an illustration and shall not be binding, except as otherwise expressly agreed in writing. Likewise public statements, sales talk or advertising shall not be regarded as a quality description of the Products stipulated under the contract. Slight variations in details regarding dimensions, weight, nature and quality may occur.

 

Article 4 – Delivery
The sale of Products is a sale “FCA” (as defined by the INCOTERMS® 2020 and amendments thereof) Therefore, unless otherwise stated delivery shall be deemed to take place and the risk in the Products shall pass to the Customer at the moment the Products are placed at the disposal of the Customer at the stipulated place of delivery, If such place is not stipulated, then delivery shall be deemed to take place at the warehouse in Belgium, 2800 Mechelen, Pareipoelstraat 126/0201.

The delivery periods are only indicative toward THICOFC and not essential. If the delivery period is exceeded by THICOFC, THICOFC will notify the Customer so that the Parties can agree a reasonable additional period. THICOFC is entitled to perform in various parts. Neither partial deliveries/performance nor exceeding periods (original or additional periods) can give cause for termination or compensation to the Customer. Collection by the Customer takes place at his expense and risk and at the time and place indicated by THICOFC. If the Customer does not take delivery of the Products at the time agreed or, if no time is agreed, within a reasonable period, THICOFC has the right, at the Customer’s risk and expense to hold the Products and/or to transport the Products to the Customer.

 

Article 5 – Prices
Prices are payable in the currency stated in the quotation and are including VAT but excluding other costs, such as but not limited to, transport, import and export duties, attaching to the sale of the Products. The agreed price payable for the Products may at any time be increased proportionally by THICOFC as a result of any factor affecting price structure, such as increase in the prices of raw and other materials, processing costs, taxation, salaries, transport and insurance charges, occurring between the order confirmation and the time of delivery.

 

Article 6 – Invoices
6.1 Unless otherwise agreed, all invoices are payable within thirty (30) days from the invoice date. In case of first order by the Customer or at any time THICOFC reasonably determines that Customer’s financial condition or payment history justify a payment in advance, THICOFC shall be entitled to require full or partial payment in advance. The entry of the invoice in the outgoing books of THICOFC serves as a rebuttable presumption of posting and receipt.

6.2 In the event of late/incomplete payment of an invoice by a Customer that is an enterprise, the sum invoiced shall automatically and without any prior notice be increased by interest for late payment at the rate of 1% per month, applicable on the first day of late/incomplete payment. The interest shall be due from the date when payment for the Products became due to the date of actual and full payment. Furthermore, late/incomplete payment of an invoice: (1) brings also the invoicing of a fixed compensation of 10% of the sum invoiced, with a flat rate minimum of 250 EUR, without any need of prior notification needing to be sent to the Customer, (2) the Customer is obliged to pay all judicial and extra judicial collection costs, (3) in addition, all other invoices issued to the Customer that have not yet fallen due will become immediately due and payable, (4) and THICOFC will be entitled to recover all material, suspend the further performance of and/or terminate the relevant and/or other agreements with the Customer. This may all be done without any prior notice of default or judicial intervention. This clause shall not in any event exclude the possible payment of real damages. The Customer acknowledges that the provisions of this article are reasonable and the interests and fixed compensation correspond to the actual (foreseeable) damages suffered by THICOFC in the event of late/incomplete payment. In case of partial payment, this takes place subject to the reservation of all rights of THICOFC and such payment will be allocated as follows: (1) collection costs, (2) compensation, (3) interest and (4) principal amounts. In accordance with the Belgian Financial Securities Act of 15 December 2004, THICOFC and the Customer will offset and settle all currently existing and future debts in relation to each other automatically and by operation of law. This means that only the largest debt on balance remains in the permanent relationship between them. This set- off will be enforceable in each case against the official liquidator and general body of other creditors, who may therefore not oppose this set-off.

6.3 In the event of late/incomplete payment of an invoice by a Customer that is a consumer, the sum invoiced shall be increased by the interest for late payment provided for in article 6.2 after expiry of a period of 14 calendar days starting on the third day after a free notice of default has been sent to the Customer. If this free notice of default is sent electronically, the period of 14 calendar days commences on the calendar day following the day on which the notice of default was sent to the Customer. As of the second notice of default a fee of 7,50 EUR will be charged by THICOFC to the Customer per notice. Furthermore, in the event of late/incomplete payment on the due date, the invoice amount will be increased for the Customer by way of fixed compensation as follows:

• debts below 150 EUR: 20 EUR
• debts between 150,01 EUR and 500 EUR: 30 EUR + 10% on the amount over 150 EUR
• debts above 500,01 EUR: 65 EUR + 5% on the sum above 500 EUR with a maximum of 2000 EUR.

In addition, all other invoices issued to the Customer that have not yet fallen due will become immediately due and payable, and THICOFC will be entitled to recover all material, suspend the further performance of and/or terminate the relevant and/or other agreements with the Customer. This clause shall not in any event exclude the possible payment of real damages. The Customer acknowledges that the provisions of this article are reasonable and the interests and fixed compensation correspond to the actual (foreseeable) damages suffered by THICOFC in the event of late/incomplete payment. In case of partial payment, this takes place subject to the reservation of all rights of THICOFC and such payment will be allocated as follows: (1) collection costs, (2) compensation, (3) interest and (4) principal amounts. In accordance with the Belgian Financial Securities Act of 15 December 2004, THICOFC and the Customer will offset and settle all currently existing and future debts in relation to each other automatically and by operation of law. This means that only the largest debt on balance remains in the permanent relationship between them. This set- off will be enforceable in each case against the official liquidator and general body of other creditors, who may therefore not oppose this set-off.

6.4 The Customer shall never be entitled to withhold, or to offset on the basis of a complaint put forward by him, all or a part of the sums due from him. Complaints relating to invoices must be submitted within eight days of the invoice date by means of a registered letter stating the invoice date, invoice number and/or the number of the order, with a precise identification and batch number of the material and a detailed account of the complaint, non-conformity and/or defect. If no complaint is submitted within eight days, the invoice is definitively accepted by the Customer.

6.5 In the event the Customer is an enterprise and that the order is cancelled at the request of the Customer or the execution is suspended prematurely due to the Customer, the invoicing shall be carried out according to the stage of progress of the order. This amount shall be increased with an additional conventional compensation payment of 30% on the sum that could not be invoiced due to the cancellation or suspension of contract. The Customer acknowledges that the provisions of this article are reasonable and the fixed compensation correspond to the actual (foreseeable) damages suffered by THICOFC in the event of cancellation or suspension.

 

Article 7 – Right of withdrawal (if the Customer is a consumer)
7.1 In the event the Customer is a consumer, the Customer may withdraw his order relating to the purchase of a product during a 14-day cooling-off period without giving reasons. THICOFC may ask the Customer for the reason for withdrawal, but may not oblige the Customer to provide his reason(s). The aforesaid cooling-off period shall commence on the day after the Customer, or a third party designated in advance by the Customer, other than the carrier, has received the Product, or:

• if the Customer has ordered several products in the same order: the day on which the Customer, or a third party designated by him, has received the last product. THICOFC may, provided that it has clearly informed the Customer of this prior to the ordering process, refuse an order for several products with different delivery times;
• if the delivery of a Product consists of several consignments or parts: the day on which the Customer, or a third party designated by him, has received the last consignment or part;
• in the case of orders for regular delivery of the Products during a certain period: the day on which the Customer, or a third party designated by him, has received the first product. 

7.2 During the 14-day cooling-off-period, the Customer shall handle the product and its packaging with care. He shall only unpack or use the product to the extent necessary to establish the nature, characteristics and functioning of the product. The starting point here is that the Customer may only handle and inspect the product as he would be allowed to do in a shop. The Customer is only liable for depreciation of the product resulting from handling the Product in a manner that goes beyond what is permitted as provided for in this article.

The Customer shall not be liable for diminished value of the Product if THICOFC has not provided him with all legally required information on the right of withdrawal before or at the conclusion of the contract.

7.3 If the Customer makes use of his right of withdrawal, he shall notify this to THICOFC in an unambiguous manner within the cooling-off period. As soon as possible, but within the same period as stipulated in 7.1, starting from the day following the notification of the withdrawal, the Customer shall return or hand over the Product to (an authorised representative of) THICOFC (‘return period’). This is not required if THICOFC has offered to collect the product itself. The Customer shall return the product with all delivered accessories, if reasonably possible in the original condition and packaging, and in accordance with the reasonable and clear instructions provided by THICOFC. The risk and burden of proof for the correct and timely exercise of the right of withdrawal lies with the Customer. The Customer shall bear the direct costs of returning the product.

7.4 The right of withdrawal does not apply to products manufactured according to the Customer’s specifications, which are not prefabricated and which are manufactured on the basis of an individual choice or decision by the Customer, or which are clearly intended for a specific person.

 

Model withdrawal form
Complete and return this form only if you wish to withdraw from the contract, download here.

 

Article 8 – Retention of title
The Products shall remain the exclusive property of THICOFC until the invoice, interest for late payments and any other payments due by the Customer are paid up in full. As long as the price and other payments shall not have been paid in full, the Customer undertakes not to alter, modify or otherwise amend the labeling on the packaging and Products and in general not modify the means of identification of the Products. The Customer undertakes further to (1) take out necessary insurance policies, on demand by THICOFC, (2) identify and store the Products delivered under these Terms and Conditions in such a manner that they cannot be confused with any other similar Products sourced from other suppliers, (3) return the relevant goods at its own expense and risk to THICOFC within 24 hours, which will result in the automatic termination of the agreement. The Customer shall inter-alia keep an inventory of the Products and store them apart from other products. If the retention of title is infringed, THICOFC will automatically have a pledge on the released selling price and the Customer will be liable to pay fixed compensation of 35% of the total invoice amount. The Customer acknowledges that the provisions of this article are reasonable and the fixed compensation correspond to the actual (foreseeable) damages suffered by THICOFC in the event of infringement of the retention of title.

 

Article 9 – Liability
9.1 On receipt of the Products, the Customer shall immediately carry out a first inspection. The Customer must report any immediately verifiable variations by e-mail to THICOFC without delay, and confirm these by means of a registered letter of complaint, failing which he will be deemed to have accepted the Products. The Customer must carry out a thorough inspection of the Products within 48 hours.  Putting  into  use,  processing  and  reselling  serve  as  final  delivery  and acceptance. The Customer will in any case lose the right to rely on any non-conformity or defect that could not have been detected at the time of delivery if he does not inform THICOFC thereof by means of registered letter of complaint within 24 hours of discovering when he ought to have discovered this non-conformity or defect, which may not be later than six months after the date of final invoice concerning the Products in question. In case of timely and correct notice, THICOFC shall at its own option and discretion: (1) replace all or part of the Products, or (2) pass a credit note for the value of the defective portion to be deducted from the price of the order confirmation. Full or partial replacement cannot give cause for any compensation or cancellation of the order confirmation. Complaints do not release the Customer from its obligation to pay. The Customer is bound to compensate all costs arising from unfounded complaints. The Products in question must be made available to THICOFC for examination upon first request.

9.2 If the Customer uses part of the Products or has them dispatched by third parties by post or for distribution to a distribution company, it shall be considered that the Customer has accepted the entire run.

9.3. THICOFC is not liable under any circumstances for: (1) indirect damages, (2) damage that exceeds the invoice amount and/or business operations civil liability policy taken out by THICOFC, (3) damage during carriage/transport, (4) incorrect use or storage of the Products (5), damage caused by the Customer (including normal wear and tear) and/or third parties, (6) damages as a result of inaccurate/incomplete information, and/or (7) the failure of the Customer to comply with statutory and/or other obligations. THICOFC is not responsible for performing tests, requesting permits/licenses and/or assessing whether documents (of any nature whatsoever) comply with statutory and/or other obligations.  The Customer may not return items, have work carried out by third parties or proceed with a covering purchase under any circumstances. THICOFC reserves the right to determine defects and their cause. The Customer must fully indemnify for all damage, including legal costs, which arise as a result of its defence in relation to the aforementioned obligations to indemnify. THICOFC is in no case liable in case of force majeure or hardship. In this case, THICOFC may at its own option and discretion, without any prior notice of default or judicial intervention, and without any right of recourse against it: (1) replace goods/components with a functional equivalent, (2) suspend the performance of its obligations, (3) terminate the order confirmation and/or (4) invite the Customer to renegotiate the terms and conditions of performance. If the Customer does not participate in good faith herein, THICOFC may request the district court to determine new contractual terms and conditions and/or to order the Customer to pay compensation. Force majeure and hardship are defined in the broadest possible way, and include: unavailability/shortage of raw and other materials, special weather conditions, strike, wars, illness or accidents, communication and IT failures, government measures, transport and/or travel obstacles, import and export barriers, breakdowns, traffic jams, etc.

9.4 The Customer can only hold THICOFC liable and never any of the directors, employees, subcontractors, etc. of THICIOFC.

 

Article 10 – Confidentiality
All documents/information of any nature that are provided to the Customer must be treated in confidence, will remain the property of THICOFC and may not be disclosed to third parties or used directly or indirectly for purposes other than those for which they are intended. These obligations will remain in force at least until the relevant information becomes publicly known through no fault of the Customer.

If a breach of the aforementioned paragraph is ascertained, the breaching party shall pay, for each breach, a flat-rate penalty of 250 EUR, without prejudice to the right of THICOFC to claim higher compensation if the loss or damage actually incurred exceeds the amount of this flat- rate penalty. The Customer acknowledges that the provisions of this article are reasonable and the fixed compensation correspond to the actual (foreseeable) damages suffered by THICOFC in the event of disclosure of confidential information to third parties.

 

Article 11 – Bankruptcy
In case the Customer should be declared bankrupt, become insolvent, go into liquidation or become subject to any proceedings for liquidation or to any other similar proceedings THICOFC is entitled to terminate the execution of existing contracts by registered letter and THICOFC shall be entitled to require full payment immediately.

 

Article 12 – Privacy policy
THICOFC takes the protection of personal data seriously and refers in this regard to its privacy policy.

 

Article 13 – Miscellaneous provisions
Neither party shall assign or transfer any of its rights or obligations under this contract, either in whole or in part, to any third party without the prior written consent of the other Party. 

If any provision of these Terms and Conditions would be declared excessively broad, the provision be enforceable to the maximum extent permitted by law. If any provision of these Terms and Conditions is held to be completely invalid, THICOFC and the Customer shall replace it in good faith with a provision which has the same (or as close as possible) economic effect of the provision declared invalid. In any case, the possible invalidity of any provision in the Terms and Conditions shall not result in the invalidity of (one of) the remaining provisions.

 

Article 14 – Applicable law and jurisdiction
All commercial transactions between THICOFC and the Customer are governed by (in hierarchically decreasing order): (1) the written order confirmation from THICOFC (2) the offer from THICOFC (3) these Terms and Conditions (4) Belgian law to the exclusion of the Vienna Sales Convention.

Mechelen shall be regarded as the place of conclusion of the agreement and performance for deliveries and payments for all rights and obligations arising from transactions with THICOFC.

The  Customer  agrees  that  any  dispute  arising  in  connection  with  the  validity,  performance  or interpretation of these Terms and Conditions shall be subject to the exclusive jurisdiction of the Courts of THICOFC’s registered office.