Terms and conditions

Article 1 - Applicability of these conditions

These terms and conditions are applicable to the formation, the content and the implementation of all agreements between the Jackstack® and the other party and to all quotations issued by Jackstack®.

 

Article 2 - Quotations
2.1 All offers from Jackstack® are not binding unless they contain a term of acceptance.
2.2 If an offer of Jackstack® contains a not binding offer and this is accepted by the other party, Jackstack® has the right to revoke the offer after receiving acceptance.
2.3 The all in an offer provided information and / or specifications for size, weight, content, capacity and the like will always be approximations. This information and / or specifications are only binding for us if explicitly confirmed in writing. All data and / or information supplied during an offer remains our property and must be returned upon request.
2.4 The other party bears the risk for not properly executing the given instructions and specifications of his task or subsequent changes to its task if they are not notified in writing to Jackstack®.
2.5 Any additional supplementary agreements or amendments or (verbal) agreements and / or commitments by our staff or on our behalf by our vendors, agents, representatives or other intermediaries are only binding if they are confirmed by us in writing.

 

Article 3 - Prices
3.1 Unless otherwise stated, all quotations are subject to price change.
3.2 Unless otherwise stated, our prices:
· Are based on the purchase prices, wages, wage costs, social and government charges, freight, insurance premiums and other costs applicable during the order date of the offer;
· Excluding the construction costs of pipelines as well as cutting, breaking, masonry, carpentry, plastering, painting, wallpapering, repairs or other additional activities;
· Excluding the costs of preparation including the connection of the equipment to the pipes;
· Based on delivery from our company, warehouse or other storage;
· Excluding VAT, other taxes, levies and duties;
· In Euros, US dollars, or GBP depending on country
3.3 Upon the increase of cost of materials, semi-finished products or services necessary for the execution of the agreement, wages, employers' contributions to social insurance, significant changes in currency rates, all this after the agreement is reached between the parties, Jackstack® is entitled to increase the agreed prices.

 

Article 4 - Delivery and delivery
4.1 Unless otherwise agreed, delivery will be from our company / warehouse. Free delivery will only occur if stated on the invoice or otherwise explicitly stated by Jackstack®.
4.2 The agreed delivery times will never be regarded as a deadline, unless expressly agreed otherwise. In case of late delivery, the other party must therefore give notice to Jackstack® in writing.
4.3 Jackstack® is entitled to deliver in parts (partial deliveries), which Jackstack® may invoice separately; payment by the other party then has to take place in accordance with the provisions regarding "Payment" below.
4.4 If the other party accepts the products from the carrier, this will be considered as proof that the packaging is in good condition, unless a note from the other party on the waybill or receipt states the contrary
4.5 If the products, after the expiration of the agreed delivery period, are not accepted by the other party, these products will be stored at his expense and risk until acceptance. Four weeks after the expiration of the agreed delivery period, Jackstack® is entitled to terminate the agreement and allows Jackstack® to sell this product to another party.
4.6 For products to be delivered in the near future (delivery before a certain date), we may require payments in advance.

 

Article 5 - Transport
5.1 Jackstack® will, taking the nature of the products into account, choose the most common route and the most common shipment method. Seller shall take the wishes of the buyer into account as much as possible. If this is to cause any additional costs they will be charged to the other party. Jackstack® will not be liable for any resulting delays when cooperating with the buyer's demands.
5.2 The transportation of the products will always take place at the risk of the other party, even if according to the carrier, consignment notes, transport addresses and the like consist of a clause that all transport losses are at the expense and risk of the consignor.

 

Article 6 - Payment
6.1 Payment must be done in cash at the time and place of delivery; Jackstack® may demand a partial payment from the other party when placing an order or even a prepayment of the full invoice amount.
6.2 If the parties have agreed in writing that payments may be done by means of deposit or transfer to a bank account designated by Jackstack®, the payment must be made within 30 days after the invoice date.
6.3 The other party may only set-off actions, when this claim is recognized by Jackstack® and when the validity of this claim is establishable in a simple manner.
6.4 Each payment by the other party serves primarily to pay the interest owed and the collection costs incurred by us and / or administration and are then deducted from the oldest outstanding bill.

 

Article 7 - Late payment
7.1 If the other party exceeds the agreed upon payment term, they are legally in default and Jackstack® is entitled to charge the statutory interest + a 2% charge. Furthermore, the incurred costs by Jackstack® to obtain the payments outside of court from the other party will also be charged to the other party. If the debt collection by Jackstack® will be passed on to a lawyer, the costs Jackstack® will incur of hiring a lawyer will be charged to the other party.
7.2 If:
a. the other party is in default and / or
b. Jackstack® has a justified reason to fear that the other party will fail to meet its payment obligations in a timely matter or failure to pay at all:
Jackstack® will, without being obliged to pay any compensation and without prejudice to all other rights, be entitled to:
A. To demand collateralization or payments in advance;
b. To partially or completely suspend the execution of the sales contract;
c. The revoke agreed payment terms, whether or not in other agreements, leaving all (other) outstanding claims become due immediately;
d. To suspend any obligation from any other agreement with the buyer immediately.

 

Article 8 - Force Majeure
8.1 Shortcomings of Jackstack® in the execution of the agreement cannot be attributed to him, in case it's not due to his fault.
8.2 Force majeure is in any case the following:
· The circumstance that the vendor fails to perform a service that is important with regard to the by himself to deliver performance does not, not timely or not properly get delivered;
· Strikes;
· Disruptions in traffic;
· Government measures that prevent Jackstack® to fulfill its obligations in a timely and proper matter;
· Excessive absenteeism.
8.3 If delivery is delayed by force majeure for more than one month, either party is entitled to terminate the sales contract according to law.
8.4 The period of one month, referred to in Article 8.3, may differ if one of the parties proves that termination at an earlier or later date is appropriate according to standards of reasonableness and fairness
8.5 If Jackstack® has already partially fulfilled its obligations when the force majeure occurs, or can only partially fulfill its obligations, is entitled to invoice the already delivered or deliverable products separately and the other party is obliged to pay this invoice as if it were a separate contract. This does not apply if the already delivered or deliverable products have no independent value.

 

Article 9 - Warranty
9.1 With due observance of the provisions elsewhere in these conditions, we guarantee the reliability and quality of the products delivered by us, processed and used materials.
9.2 If the other party has demonstrated or proven that the standards of the delivered item do not meet the standard requirements, Jackstack® will repair defects free of charge unless Jackstack® chooses to replace the delivered products or materials.
9.3 The warranty expires if the other party makes modifications, repairs or gets a third party to do this, uses the delivered products for other than normal (business) purposes, or if the other party has used or maintained the delivered products improperly.
9.4 If the buyer takes the purchased product abroad, the buyer is obliged to deliver the purchased product at his or her own expense to the factory address of Jackstack®.

 

Article 10 - Complaints
10.1 The other party must examine whether the delivered items are conform the sales contract.
10.2 The provisions of Article 4.4 shall be without prejudice.
10.3 The other party cannot appeal that the delivered goods do not conform to the sales contract, if he fails to examine the delivered items as referred to in Article 10.1 or if he fails to notify Jackstack® within the period of time mentioned below.
10.4 Jackstack® needs to be notified of visible defects within 10 days of receiving the purchased products. Hidden defects immediately after the other party has discovered, but no later than 3 months after delivery of the goods to be reported to Jackstack®.
10.5 Complaints must be in writing, stating the order data, invoice - and waybill numbers.
10.6 Complained about products may be returned only with permission of Jackstack®.
10.7 Jackstack® will, in case of a justified and properly filed complaint, taking into account the interests of the other party and the nature of the complaint, be required to:
A. Deliver the missing parts; or
b. granting a price reduction; or
c. repair the delivered products; or
d. replace the delivered products; or
e. refund the purchase price against return of the delivered products
10.8 Jackstack® shall state its choice within a reasonable time after receive a correct notification of the complaint and subsequently will fulfill its obligations within a reasonable time. If Jackstack® fails to respond within a reasonable time, the other party is entitled to choose between the above obligations of Jackstack®.

 

Article 11 - Liability
11.1 Jackstack® is only liable to the buyer in the following ways;
· For damages resulting from a defect in the delivered product Jackstack® can only be held liable to the extent that he is insured, considering the standards of the industry and what should be insured, up to the amount of the insurance payment.
· Jackstack® is liable if damages are caused by intent or negligence of Jackstack® or managerial subordinates;
· The liability of Jackstack® is limited to the damage suffered by the buyer directly and exclusively caused by negligence of Jackstack®. This damage is only recoverable to the extent that Jackstack® is insured, considering the standards of the industry and what should be insured, up to the amount of the insurance payment.
· The damage to be reimbursed by Jackstack® will be moderated if the price determined by the buyer is disproportionate regarding to the damage suffered by the buyer.

 

Article 12 - Retention of ownership
12.1 The goods delivered are owned by the other party if they have completed all to be finished services and business activities in the agreed upon (previous or subsequent) sales agreements between Jackstack® and the other party.
12.2 The other party is required to, within reasonable limits, cooperate with all measures that would take Jackstack® to protect the delivered goods and / or ownership of the products.
12.3 If any third party wishes to establish any rights on the to be delivered products (under retention of title), the other party is obliged to notify Jackstack® in writing immediately.
12.4 As long as the retention of title applies, the other party is only entitled to process or deliver the goods itself as in the normal course of its business.
12.5 After processing of certain products Jackstack® will become (co-) owner of the products that were made or partly made and the other party will automatically keep them for Jackstack® .
12.6 If Jackstack® despite the conclusion in Article 12.5 does not acquire title of the goods formed by the other party, Jackstack® will request the other party to provide all necessary cooperation required for establishing whether or not possessory pledge on the specific products on behalf of Jackstack®.
12.7 If the other party does not or not timely fulfill its payment obligations or if well-founded fear exists that this will happen, Jackstack® is entitled of the retention of the delivered goods referred to in Article 12.1, referred to in Article 12.5, as well as the possessory pledge referred to in Article 12.6. The other party is obliged to cooperate under the penalty of 10% of the owed amount to Jackstack®.

 

Article 13 - Applicable law
13.1 The agreements between Jackstack® and the other party shall be exclusively governed by Belgian law, to the exclusion of the Uniform Laws on the International Sale of Goods.
13.2 With regard to the interpretation of international trade terms, the "Incoterms" as compiled by the International Chamber of Commerce in Paris apply.

 

Article 14 - Disputes
14.1 All disputes will be settled by civil court, taking into account the relevant existing rules of jurisdiction.