Terms & Conditions

1. General Provisions

1.1. Unless agreed otherwise in writing between the parties, these terms and conditions of sale (further: the “Terms and Conditions”) apply to all orders of the Purchaser from Arpadis Benelux NV, a public limited company (further: the “Seller”) and to all sales agreements of the Seller, including all additional services.

1.2. Unless agreed otherwise in writing by the Seller, the Terms and Conditions exclude the application of all general and special conditions of the Purchaser.

1.3. The Dutch-language version of the Terms and Conditions is solely applicable.

2. Orders

2.1. Orders shall only be binding for the Seller once he has confirmed them in writing.

2.2. Any changes which the Purchaser makes to his order form or to the Seller's offer shall only apply, provided they are accepted and confirmed in writing by the Seller.

3. Periods

3.1. Unless stipulated otherwise, the periods foreseen for deliveries or for additional services, are only provided by way of indication. Delay in delivery can never be grounds for cancellation of the order or premature termination of the agreement by the Purchaser, nor for payment of any compensation.

3.2. If a delivery period is binding, it must be clearly mentioned as such, and accepted, on the order form or in the agreement. Even in that case, the Seller shall not be bound in the following circumstances:

• in the cases of force majeure;
• if the Purchaser fails to respect the payment terms;
• if the Purchaser makes changes to the Purchaser's order;
• if the Purchaser fails to provide the Seller the information requested, within the set period.

4. Deliveries – Transportation

4.1. Unless stipulated otherwise, goods shall be deemed to be delivered from the time of their being made available to the Purchaser, or to the designated transporter, at the place indicated by the Seller. The Purchaser shall thereafter bear the risks linked to transportation and to the goods, directly he takes possession of them, or, failing this, directly they are made available to him.

4.2. The Seller reserves the right to refuse to sell his goods, depending on the availability and sufficient quantity of his stock, or for any other lawful reason; and he has the right perform partial deliveries.

4.3. If the goods form the subject of several deliveries, each partial delivery shall be regarded as constituting a separate sale.

4.4. Discrepancies of a maximum of 10% compared to the volumes of goods foreseen in the order or agreement, cannot be regarded as a failure of the Seller to respect the agreement.

4.6. While the Seller will use its best efforts to ensure timely delivery, he cannot guarantee any indicated delivery times due to global supply chain interruptions and driver shortages.

5. Lien Clause

5.1. Without prejudice to the transfer of risk to the Purchaser directly the goods are made available by the Seller to the Purchaser or to the designated transporter, the delivered goods shall remain the property of the Seller until full payment of the price, including any interest on the arrears and possible costs.

5.2. The Purchaser shall be forbidden to combine, process, sell, transfer, pledge or encumber with rights in rem the goods forming the subject of the order or the agreement or, more generally, alienate them, until full payment of the price and costs incurred.

6. Price and Payment

6.1. The purchase price and the payment terms are those mentioned in the order or in the agreement. The Seller reserves the right to demand supplementary guarantees of payment, of his own choosing, from the Purchaser.

6.2. Unless stipulated otherwise, prices are expressed in EUROS, not including VAT, duty, levies, contributions, taxes, import supplements, demurrage or waiting charges or other supplements which are the responsibility of the Purchaser.

6.3. Unless stipulated otherwise, invoices are always payable at the office of the Seller, within the periods stated in the order or in the agreement.

6.6. If an invoice is not paid on its due date, the Purchaser shall, lawfully and without prior notification of default, owe the Seller interest equal to the rate mentioned in Article 5 of the Act of 2 August 2002 on the Combatting of Payment Arrears in Commercial Transactions.

7. Guarantee

7.1. The Seller guarantees that on delivery, the goods shall comply with the specifications of the contract, and comply with the statements appearing on the packaging or on the label or on the freight documents accompanying them.

7.2. Before discharging the goods at the premises of the Purchaser, the latter shall take a sample of the goods and conduct (via others) the tests necessary for ascertaining compliance of the goods with the contractual specifications.

8. Cancellation/Premature Termination

8.1. Without prejudice to other rights, the Seller shall have the right to cancel the order or prematurely terminate the agreement without advance notice, if:

• the Purchaser fails to pay all sums owed and falling due;
• the Purchaser fails to respect an obligation included in the order or in the agreement;
• the Purchaser becomes insolvent, is in a state of liquidation, or ceases payment;
• the credit insurer of the Purchaser withdraws or reduces the line of credit.

9. Force Majeure

The Seller shall not be liable for any delay in the performance of his undertakings or non-performance of them, if this delay or non-performance is entirely or partly the consequence of:

• a shortage or interruption in the supply of materials or natural sources or raw materials;
• a shortage of means of transportation;
• failure of the Seller's supplier to respect the undertakings;
• flood, fire, war, insurrection, civil rebellion, strike, lock-out, industrial disruption;
• circumstances beyond the reasonable control of the Seller.

10. Transfer – Subcontracting

The Purchaser is forbidden to transfer the order or the agreement, or the rights and undertakings arising from it, in full or in part, without the advance written consent of the Seller.

11. Governing Law and Competent Courts

The order and/or the agreement shall be governed exclusively by Belgian law, excluding application of the Vienna Sales Convention of 11 April 1980 on the International Sale of Goods. In the event of dispute, the Antwerp Courts shall be solely competent.

12. Miscellaneous

12.1. These Terms and Conditions, together with the order and/or the agreement, constitute the entire agreement between the parties and concern the subject of their mutual undertakings.

12.2. Any invalidity or inapplicability of one of the provisions of these Terms and Conditions shall not affect the validity or applicability of the other provisions.