ART. 1 APPLICABILITY – ORDERS – RESTRICTION OF USE
1.1 These general terms and conditions of sale apply to all sales contracts concluded between the customer and FANUC Benelux BV. They apply to the exclusion of the general terms and conditions on the customer's documents. These general terms and conditions of sale can only be expressly deviated from in writing.
1.2 FANUC Benelux BV's quotes are without obligation. The sales contract is concluded when FANUC has confirmed the customer's order in writing or started the execution thereof.
1.3 FANUC Benelux BV's policy prohibits the use of all its products for the development, production, use or storage of weapons of mass destruction (nuclear weapons, biological weapons, chemical weapons or rockets). Re-export to another country may be subjected to the authorisation of the country from where the products are re-exported. FANUC Benelux BV thus reserves the right to refuse every order or to refuse the further execution of an order if it were to imply a violation or a possible violation of the aforementioned prohibition, without being liable for compensation.
1.4 FANUC Benelux BV prohibits the use of all its products for medical and surgical applications, whereby the product comes into direct contact with the human body.
1.5 FANUC Benelux BV cannot be held liable for use that was made of its products, in particular when this use is in violation of ART. 1.3 and 1.4
ART. 2 CHANGES TO THE ORDER
2.1 The prices and terms are always determined for an execution that takes place in accordance with the provisions of the order. They do not bind FANUC Benelux BV for additional deliveries and performances. FANUC Benelux BV reserves the right to replace all or part of the planned deliveries and performances by deliveries and performances of an equivalent or better quality, even if they are obtained by other means.
2.2 If, during the execution, the customer makes changes to the specifications or to the characteristics of material and equipment, the diagrams, the possible conditions of the performances and/or the receipt, the extent or the nature of the performances, the possible extra cost of these changes, insofar as they have been accepted by FANUC Benelux BV shall be charged to the customer. The customer is required to announce by registered letter, at least 30 working days in advance, any changes made to the specification or characteristics of the material and equipment, the diagrams, any conditions of performance and/or receipt relating to the scope or nature of the performances. Under no circumstances can FANUC Benelux BV be held responsible for the extension of the terms initially provided for in the event of changes made by the customer.
ART. 3 PRICES AND TERMS
3.1 The prices are determined by the FANUC Benelux BV's quote. They are exclusive of taxes. The transport costs are payable by the customer.
3.2 The terms and places of delivery are determined by FANUC Benelux BV's quote. Subject to an explicit and binding agreement on the terms of delivery, these terms of delivery are provided for information purposes only.
3.3 They commence on the latter of the following dates:
- those of proof of receipt of the order.
- those when the order in accordance with ART. 1.2 is final between the two parties.
ART. 4 TERMS AND CONDITIONS OF THE REVIEW OF THE PRICES
4.1 Prices are fixed and not subject to review during the period of validity of the quote or, in the absence thereof, for three months, starting from the date of the quote by FANUC Benelux BV. These quotes and prices expire at the end of this period of validity.
4.2 If there is a significant increase in the price of fuels, metal, raw materials, equipment or other production costs, FANUC Benelux BV has the right to adjust the price determined in its quote.
ART. 5. TERMS OF PAYMENT
5.1 If the invoice is not paid on the due date as indicated in FANUC Benelux BV's order confirmation or quote, interest shall become due by operation of law and without prior notice of default, which shall be calculated in accordance with the Act of 2 August 2002 on combating late payment. Moreover, FANUC Benelux BV shall be entitled to compensation amounting to 10% of the amount of the outstanding invoice, with a minimum of EUR 250 per outstanding invoice.
ART. 6 RESERVATION OF OWNERSHIP
6.1 The delivery of the sold material and equipment is subject to reservation of ownership by FANUC Benelux BV. As long as the full price, including VAT, has not been paid in full by the buyer, the delivered goods remain the property of FANUC Benelux BV and the buyer is expressly forbidden to process the goods, make them immovable by incorporation, resell or otherwise dispose of them. However, as from the delivery of the goods, the customer shall bear the risk for any damage suffered or caused as a result of whatever cause, also with regard to FANUC Benelux BV and any third party.
ART. 7 TRANSPORT-INSURANCE
7.1 Unless otherwise agreed in writing, the costs and risk of transport, insurance and handling shall be payable by the customer. In case FANUC Benelux BV were to accept the responsibility of transport, the customer must leave the inspection of the material to FANUC Benelux BV upon arrival.
ART. 8 GUARANTEES AND RESPONSIBILITY
8.1 The machines of FANUC Benelux BV are guaranteed for a period of 3 + 24 months and spare parts are guaranteed for a period of 12 months from delivery against any defect in the construction or assembly, insofar as this defect were to be at the expense of FANUC Benelux BV. During the guarantee period, FANUC Benelux BV's obligations are limited to delivering or repairing at its expense, within the shortest possible period of time, any part of its delivery containing a defect, provided that the defect found is due to the use of poor quality material, or due to a defect in the construction or assembly, clearly proven by the customer. To benefit from the aforementioned interventions, the customer must inform FANUC Benelux BV within a period of three days by registered letter specifying the defects found and providing evidence of said defects. It must grant FANUC Benelux BV all facilities to ascertain the defects referred to and, if necessary, have them repaired by a third party, failing which it loses any right to a guarantee.
8.2 The guarantee shall not apply if the defects found arise from a cause other than those specified above; in particular, it shall not apply in the event of normal wear and tear, nor in the event of causes attributable to the customer or user, negligence, faulty maintenance or servicing, abnormal or incorrect use, etc., or in the event of force majeure, coincidence or destruction caused by a third party. Repair or delivery of the parts during the guarantee period cannot result in an extension. If delivery or completion of assembly is delayed for reasons not attributable to FANUC Benelux BV, the guarantee period may not be exceeded by more than three months starting from the date on which it contractually ended.
8.3 Any intervention by FANUC Benelux BV under the guarantee provided by FANUC Benelux BV shall not count if the maintenance is not carried out or has not been carried out in accordance with FANUC Benelux BV guidelines by a FANUC Benelux BV approved technician.
ART. 9 SOFTWARE
9.1 The customer is authorised to use the software delivered by FANUC Benelux BV and this in accordance with the licence agreement contained in the delivered software.
9.2 Under no circumstances may the customer copy the software or transfer it to third parties in any form whatsoever.
ART. 10 DOCUMENTS
10.1 The documents, plans and diagrams communicated to the customer as part of the preparation or execution of the order remain FANUC Benelux BV's property. If FANUC Benelux BV's quote is not followed by an order, the documents, plans and diagrams given in support of the offer must be returned spontaneously to FANUC Benelux BV as from the expiry of the validity of the quote.
10.2 The parties undertake not to pass on confidential data to third parties without the other party's written permission.
ART. 11 LIABILITY – FORCE MAJEURE
FANUC Benelux BV rejects any responsibility for any disputes or damage arising from a defect caused by a cause other than those specified in ART. 8, in particular, but not limited to, normal wear and tear and causes attributable to the customer or the user. FANUC Benelux BV can only be held liable in the event of complaints submitted in accordance with ART. 8. FANUC Benelux BV rejects all responsibility for any changes made by the customer to the order if they have not been notified in accordance with ART. 2. Under no circumstance can FANUC Benelux BV be held responsible for the extension of the period initially foreseen in the event of changes made by the customer.
11.2 Force majeure
FANUC Benelux BV cannot be held responsible for not respecting its commitments if the non-execution is due to a case of force majeure, including, but not limited to, shortage of personnel, energy, fuel, machines and materials, technical defects or lack of return, war, civil unrest, a labour dispute, natural disaster, fire, flood, earthquake, explosion or terrorist act. In the event of a shortage of products, FANUC Benelux BV is entitled to refuse the production and delivery of products at its own discretion.
11.3 Exemption from liability
Except in the event of a complaint formulated in accordance with ART. 8 and in the event of fraud, FANUC Benelux BV cannot be held responsible for any damage arising from a minor or serious personal error or gross negligence on the part of its executive agents or appointees.
ART. 12 IDENTIFYING MARKS
12.1 It is forbidden for the customer to move, conceal or remove the identifying marks and elements applied by FANUC Benelux BV to its material and equipment.
ART. 13 GDPR
13.1 FANUC processes personal data (e.g. full name, e-mail address, address, phone number) in accordance with the applicable data protection legislation and only for accounting purposes and other company related activities, such as processing of purchase orders. If personal data are shared with third parties or are transferred outside the EEA, this is subject to the appropriate security measures. FANUC does not keep personal data longer than necessary for the purposes for which they are collected or as long as required by law. Complaints must be submitted to the competent supervisory authority. In the event of further questions, reporting a breach of the data protection or a change of personal data, contact FANUC via firstname.lastname@example.org
14.1 Without prejudice to the provisions of ART. 8.1, any notice of default of FANUC Benelux BV shall be sent by registered letter to FANUC Benelux BV, established at 2800 Mechelen, Generaal de Wittelaan 15. Any notification or communication that does not take place in this manner shall not be considered valid.
14.2 The customer's obligation to address FANUC Benelux BV, established at B-2800 Mechelen, Generaal de Wittelaan 15, by registered letter must also precede any contact with the parent company. Any notification or communication that does not take place in this manner shall not be considered valid.
ARTICLE 15 – APPLICABLE LAW – COMPETENT COURTS
15.1 The contractual relationship between FANUC Benelux BV and its customers is governed by Belgian law, to the exclusion of the Vienna Sales Convention. Any dispute relating to the execution, interpretation and meaning of the present contract shall be dealt with by the courts of Brussels, which shall have exclusive jurisdiction.
AR. 16 VALIDITY
16.1 If a provision in these general terms and conditions of sale or any part thereof is or becomes invalid, the other provisions as well as the other parts of the provision in question shall remain in full force.
ART. 17 ENTIRE AGREEMENT
17.1 These general terms and conditions constitute the entire agreement and all provisions between FANUC Benelux BV and the customer and replace all previous agreements, provisions or arrangements (both written and oral) that are the subject thereof. Every addition to, or amendment of, these general terms and conditions must be recorded in writing and signed by an authorised representative of FANUC Benelux BV. This also applies in case the requirement of a written record is waived.