General conditions of sale

Article 1 - General terms and Conditions - Exclusion conditions Customer

Unless explicitly specified otherwise, every contract with Basin Chemie NV (hereinafter referred to as "Basin") is concluded under the following general terms and conditions and, as the case may be, the special terms and conditions specified in the last quote or order confirmation of Basin regarding the goods in question. The special terms and conditions have priority over the general terms and conditions. The general and special terms and conditions of the contracting partner (hereinafter referred to as the "Customer") are explicitly excluded, even if Basin has signed a contract or any other document of the Customer.

Article 2 – Conclusion of the contract

2.1. Basin manufactures and sells stickers, glues, varnishes, coloured lacquers, dyestuffs and other chemical products of various compositions for various purposes, in general for the wood and leather processing industry. They are made in accordance with applicable national and European regulations.

2.2. Basin also sells all kinds of materials relating to the processing of the products specified in art. 2.1. Basin buys these materials from third-party suppliers.

2.3. Quotes of Basin fall due 14 days after the quote date. The contract is finally concluded when the Customer has agreed it accepts the quote in writing. Sold goods are not taken back by Basin (nor partly).

Article 3 - Knowledge on the part of the Customer

3.1. The weights, capacities, quantities and other information, included in catalogues, prospectuses, circular letters, advertisements, images, technical records, instructions, safety records, etc. are approximate indications and are not binding for Basin.

3.2. The Customer confirms it has received the technical records, safety records and instructions of the ordered or delivered goods prior to contracting. The Customer states it is also sufficiently informed, among others based on samples provided by Basin to the Customer prior to contracting as well as by participation in workshops organised at Basin, of all application techniques and possibilities of the ordered or delivered products, as well as the legal and technical standards and quantities required to treat the surfaces in question in accordance with the rules of good workmanship with the ordered or delivered goods.

3.3. The Customer also knows that (1) a high humidity level of the air and the wood or the fibreboards to be treated can cause poor results and that foaming is possible, (2) excessive heat accelerates the drying or polymerising of the delivered goods and can also cause complications, (3) using products, which were not stored in similar circumstances in terms of temperature or humidity can cause defects in the glue or in the varnish, (4) high air circulation in the workplace can cause defects in the processing, (5) the delivered goods are ready for use and may not be mixed with other products (of other suppliers), additives and/or dyes, which may also cause poor results.

3.4. As wood is a natural product and, depending on the structure, thickness, quality, age, etc., reacts differently to treatment with Basin products, the Customer acknowledges the importance to test the goods in similar circumstances before treating the surface in question with the delivered goods (ideally a negligible part of the surface).

3.5. In case of the resale of the delivered goods, the Customer is deemed to have provided all documents and information within the meaning of this article to the buyer.

Article 4 - Prices

4. All prices are in euro and are exclusive of VAT. The VAT is payable at all times by the Customer.

4.2. Official increases in the production cost (salary, material, raw materials - which chiefly comprise petrochemical products that are very subject to price fluctuations - transport costs, import duties) or price changes at Basin's suppliers may result in a price review at all times. If the deliveries or works need to be postponed due to the Customer, Basin is entitled to change the prices.

4.3. Extra deliveries as well as costs for assembly, samples, studies at the Basin laboratory, technical information, processing, commissioning, travel, accommodation, etc. are never included in the specified price. These deliveries or costs are separately charged to Basin's applicable unit prices at that time.

Article 5 - Invoices and payments

5.1. The Customer must immediately check all invoices of Basin on receipt. Without prejudice to the prior (tacit or not) acceptance, the Customer is irrefutably deemed to have accepted an invoice of Basin if no motivated protest within 8 calendar days upon receipt of the invoice is forthcoming.

5.2. Payments are in cash at the registered office of Basin in Wingene, or by transfer to Basin's bank account.

5.3. Invoices of Basin are payable without discount. Subject to specification of a specific due date, the invoice is payable within a period of 30 days starting from the day following receipt of the invoice by the Customer. From the due date, the Customer, by operation of law and without prior notice of default shall owe interest on arrears corresponding to the delayed interest as laid down in the Act of 2 August 2002 on arrears in payment in commercial transactions increased with two percentage points, and fixed damages of 10% on the due amount with a minimum of 250 EUR. Discounts, subtractions, deductions, etc. for whatever reason (such as for cash payment) are not allowed.

5.4. In case of payment arrears Basin is entitled to suspend the (further) execution of every contract with the Customer, also when the non-payment concerns a different contractual relationship. In case of non-payment of part of or the whole invoice on the specified due date, the balance of all other, even of the invoices that are not yet due, shall be immediately due and payable by operation of law. In case of serious doubt regarding the Customer's creditworthiness, Basin is entitled to demand full advance payment or securities prior to the (further) execution of the contract.

5.5. Drawing or accepting bills of exchange, cheques, or other negotiable documents (in so far accepted by Basin), do not imply any substitution of one debt for another and are not an exception to these general terms and conditions. All collection and protest costs of accepted or non-accepted bills of exchange, return receipts, cheques and other securities are always payable by the Customer.

5.6. The Customer cannot compensate any debts on Basin, even if fixed and due and payable, with debts of Basin on the Customer. Basin can, however, use compensation.

Article 6 - Delivery and terms of delivery

6.1. All goods are delivered ex works (EXW) at Basin's registered office in Wingene. If Basin undertakes to transport or send the goods, this at the Customer's risk, even if free at destination is sold.

6.2. The specified terms of delivery are approximate and apply solely as an indication. Delays in the delivery and all cases of force majeure can never result in a price discount, damages or breach of contract. Nor do they give the parties the right to consider the contract as terminated or broken

6.3. Once the goods have been delivered, the Customer bears all risks. In case of refusal of acceptance, the storage costs will be payable by the Customer at the usual rent.

Article 7 - Reservation of title - risk - Right of pledge

7.1. All (sold) goods remain Basin's property until the Customer has fulfilled his obligations in full. This does not prevent all risk immediately (as soon as possible) transferring to the Customer (from the conclusion of the contract or, in case of non-individualised goods, from the individualisation by Basin). The Customer may not sell, incorporate, turn into a fixture, nor pledge or encumber with any right or security in favour of third parties. If the Customer does sell unpaid goods (or not fully paid), the Customer's claim on the third party purchaser is transferred by operation of law to Basin (without prejudice to other legal remedies which Basin may invoke vis-à-vis the Customer and/or the third party purchaser), with the proviso that this assignment does not discharge the Customer in any way whatsoever nor applies as (partial) payment to Basin and only payments effectively received by Basin from the third party purchaser shall be deducted from the Customer's debt to Basin.

7.2. To cover the payment of the delivered goods, the Customer explicitly agrees with the establishment of a right of pledge within the meaning of article 2071 and following on all goods delivered by Basin to the Customer in the context of previous contractual relations.

Article 8 - Acceptance - indemnity and liability

8.1. The Customer must thoroughly check all deliveries of Basin (or have them checked) on receipt of the goods. Receipt of the goods applies as acceptance. Without prejudice to earlier acceptance (following whole or partial processing of the delivered goods), the delivered goods are deemed to have been irrevocably accepted if no written complaint is forthcoming within 10 days after receipt.

8.2. Acceptance covers all visible and hidden defects.

8.3 Basin does not guarantee that the targeted objectives or results as specified in the technical record or instructions will be achieved, and cannot be held liable for this.

8.4. Basin is not liable for defects that are the result of use with disregard of what was specified in article 3, or any other improper use by the Customer or by third parties of the delivered goods (e.g. with regard to amounts, times, choice of material, temperature, foundation, incidence of light, etc.). Furthermore liability for renovating hardwood floors with the products of Basin is excluded explicitly.

8.5. Resale of the delivered goods to third parties, or processing of the delivered goods at or by third parties is entirely at the Customer's risk. In case of defects in the delivered goods and/or defects following the processing of the delivered goods, the third party shall not be able to formulate any claim as a result of this against Basin. The Customer is deemed to only contract third parties which accept this exclusion of liability. In any case, the Customer is obliged to safeguard Basin against all claims of the aforementioned third parties.

At least, in case of damage for which both Basin and third parties and/or the Customer are (jointly) liable, Basin is only liable to the extent that its mistake(s) might have contributed to the damage. Any form of Basin's joint and several liability or in solidum is excluded. If Basin's share of the mistake in certain damage cannot be determined, Basin is liable at most to the amount of the part of the damage which is proportional to the number of liable parties for this damage.

8.6. Any claim regarding (visible or hidden) defects must be judicially instituted without delay at the risk of forfeiting all rights. Moreover, any warranty obligation and liability of Basin ends one year after the delivery (even if the defect only manifests itself later). In case of liability, Basin can at most be obliged to replace the delivered goods, without any further liability and without the Customer having further recourse. Moreover, every liability is limited to three times the selling price.

Article 9 - Termination and dissolution

Basin has the right and the choice at all times to either claim the setoff or to consider the purchase-sales contract as wholly or partly terminated if the Customer remains in default to respect its obligations. In case of termination, the Customer undertakes to return the delivered goods within 24 hours upon receipt of Basin's registered letter in which the termination is notified and the return is demanded. If the purchase agreement is terminated against the Customer, the Customer undertakes to pay fixed damages of 30% of the value of the goods, without prejudice to Basin's right to compensation for the loss of profit exceeding this fixed fee, any other damage and court costs. Paid advances will go to Basin by way of damages.

Article 10 - Miscellaneous

10.1. All claims against Basin become void two years after delivery of the goods, without prejudice to shorter periods in pursuance of the law or Basin's general or special terms and conditions.

10.2. Provisions in these conditions and other contractual documents shall always be interpreted to be valid and enforceable. If provisions in a certain interpretation or certain circumstances are void, the invalidity shall be limited to this interpretation c.q. situation and the provision shall remain applicable in every other interpretation or situation. Possible nullity or invalidity of a provision is restricted to the provision in question and does not affect the other provisions of the current terms and conditions. If a provision is void, invalid and/or unenforceable as it would exceed legal restrictions, the provision will not the void, but the parties are deemed to have agreed on a provision in accordance with the maximum allowed restriction under applicable law, as would be decided by the courts, and the provision exceeding these limitations shall be accordingly and automatically amended.

Article 11 – Applicable law - Competent court

11.1. All agreements with Basin are governed by Belgian law. The operation of every international treaty regarding the purchase of movable physical properties, the operation of which can be excluded between the parties, is not applicable and hereby explicitly excluded. More specifically, the applicability of the Vienna Sales Convention 1980 (CISG) is explicitly excluded.

11.2. Depending on the Customer's capacity, only the Court of first instance of West Flanders, department Kortrijk and the Court of Commerce in Ghent, department Kortrijk have jurisdiction to hear any disputes that might arise between the Customer and Basin.



New tariff & conditions from the 1st of January 2020.