General terms and conditions of sale

These general terms and conditions of sale apply to every sale of products or delivery of services (hereinafter referred to as 'Products') concluded between Finaspan SA, with registered office at Stationsstraat 92, 3191 Boortmeerbeek, VAT BE 0427 433 864 (hereinafter referred to as the 'Seller'), on the one hand, and the customer (hereinafter referred to as the 'Buyer'), on the other hand.

They take precedence over the Buyer's terms and conditions, unless expressly agreed otherwise in writing.
Each order constitutes acceptance by the Buyer of the Seller's terms and conditions.
All quotations and price estimates are communicated without creating a binding agreement for the Seller.

Obligations entered into by the Seller's representatives or agents shall only be binding once they have been confirmed in writing by the Seller (order confirmation).

All offers and commitments assume the usual commercial quality. Deviations must be specifically agreed.
Prices are exclusive of VAT and other applicable levies. Sales are always concluded at the exchange rate and prices in force at the time of the offer or agreement.

Should any of these costs change in the future (for example due to increases in insurance premiums, government measures such as road tolls, additional costs incurred by the Seller in respect of materials, utilities, inflation, transport, labour or other costs, and customs duties, levies or taxes which could not reasonably have been foreseen on the date the original prices were provided, etc. ), the prices will be adjusted accordingly, taking into account the legally permitted standards.

In this case, the new price as stated on the front of the invoice applies. The Buyer who does not agree with the price increase can terminate the agreement, by registered mail, within 1 (one) month after he was informed of these changes, provided that the Products already delivered must be reimbursed. If the Buyer does not terminate the agreement within the aforementioned period, he is deemed to have accepted the new conditions and these will be legally applicable from their entry into force.
If the Buyer's credit takes a less favourable turn, the Seller reserves the right, even after partial shipment of the Products, to demand from the Buyer appropriate guarantees for the proper performance of the obligations entered into.

In the event that the Buyer does not provide satisfactory proof, the Seller has the right to cancel the entire order or part thereof, without this giving rise to any compensation for the Buyer.
The delivery date stated in the order confirmation is an estimate and Seller will use commercially reasonable efforts to deliver within the promised time, but cannot guarantee that this will occur and assumes no liability if this does not happen.

In the event of non-delivery of the Products within 3 (three) months after the stated date, the Buyer shall have the right to invoke this delay in order to request termination of the agreement, without the right to additional compensation, provided that the Buyer informs the Seller of this in writing within 15 (fifteen) calendar days after the 3 (three) months have expired.

Within 15 (fifteen) calendar days of providing such notice, the Seller must accept such cancellation or undertake to deliver within an additional period of 30 (thirty) calendar days; if this latter undertaking is not met, the order will be terminated extrajudicially and without notice of default.
The Seller is not responsible for problems resulting from incorrect and/or improper use of the Products by the Buyer, negligence by the Buyer, failure by the Buyer to comply with the given or provided instructions for use, or actions of third parties.

In no event shall the Seller be held liable for problems resulting from force majeure. Force majeure shall be deemed to include: all circumstances that the Seller could not have foreseen or prevented, such as: storm, water damage, lightning strike, pandemic, illness of personnel, problems with suppliers, freight embargoes, defective equipment, government measures, delays in import or export, strikes or lock-outs.

In such cases, the Seller's obligations shall be suspended until the event giving rise to force majeure has passed. If the Seller is unable to continue to perform the agreement due to force majeure for a period of more than 3 (three) months, the Seller reserves the right to consider the agreement as automatically terminated and without prior notice of default, and the Seller cannot be held liable.

Force majeure does not give the Buyer the right to cancel the order.
The Seller's liability and its obligation to indemnification are, subject to statutory exceptions, in any event limited to the value of the agreement with a maximum of €50,000 (fifty thousand euros) per claim and per year.

Parties expressly exclude , to the extent permitted by law, the application of non-contractual liability.

If the Seller's liability is proven, this liability shall be limited to direct damages, excluding indirect damages, such as, but not limited to, loss of profit, financial or commercial losses, loss of production, increased general expenses, increased administrative costs, loss of contracts, immaterial damage and loss of clientele.

The Buyer shall insure himself against possible damage.

In order to be entitled to compensation, the Buyer shall report any damage in writing by registered mail within 15 (fifteen) calendar days after its discovery. The Buyer shall provide proof that the damage was caused by an error of the Seller as well as the extent of the damage.
All Products are sold EXW ( Incoterms 2020), unless otherwise agreed.
The Products shall remain the property of the Seller until the purchase price owed by the Buyer to the Seller has been paid, even if the Products have been processed.
The shipment of the Products is always at the risk of the Buyer. The Seller is not liable for loss, damage or delay during transport. It is the responsibility of the Buyer to take out transport insurance if desired.

Once the Products have been delivered, the Buyer shall bear all risks of loss and destruction.

In case of damage or complaint upon receipt of the Products, the Buyer shall immediately lodge a complaint with the carrier. This complaint must be clearly and in detail stated on the delivery note . If the delivery note is signed and returned without any complaint, the Products are deemed to have been definitively and without objection accepted by the Buyer.
A tolerance of ±10% (±ten percent) on the ordered quantity is permitted. The Buyer accepts that both under- and over-delivery within this margin are considered to be compliant.
Claims regarding hidden defects (i.e. that the Products do not conform to the specifications) are only valid if these defects occur within a period of 6 (six) months after delivery and if they are reported to the Seller in writing within 15 (fifteen) calendar days after discovery.

A complaint does not give the Buyer the right to postpone payment of the delivered Products. Return of Products can only take place after prior written agreement of the Seller.

In the event of a complaint, the Products may not be processed but must be kept at the disposal of the Seller until the latter has been able to examine them. It must always be possible to verify the original identity of the Products.
In the event of a complaint acknowledged by Seller or quality defects discovered and acknowledged by Seller, Seller may at its sole discretion choose to repair, refund or replace the Products as soon as reasonably possible. It is agreed that this is Buyer's sole remedy in the event of a warranty claim.

This right of replacement is not transferable to third parties unless the Seller has expressly agreed to this in advance in writing.
All invoices are payable in Boortmeerbeek within 30 (thirty) calendar days after the invoice date, unless otherwise stated. A discount of 2% is granted if payment is made within 8 (eight) calendar days after the invoice date.

Notwithstanding the foregoing, orders must be paid in advance by: new customers for their first two orders, as well as by customers who are not accepted by the Seller's credit insurer.
Any unpaid invoice shall automatically and without notice of default bear, from the due date, a conventional default interest which is at most equal to the interest rate as determined in Article 5 of the Late Payments Act (Act of 2 August 2002 on combating late payment in commercial transactions), increased by 3%. If the invoice remains unpaid for 15 (fifteen) calendar days after a written reminder, the amount due shall also be increased by 10% of the invoice amount, with a minimum of €50. This increase shall serve as compensation for expenses other than the loss of interest and the actual legal costs.
In the event of non-payment of (interim) invoices, the Seller reserves the right, after registered notice of default that remains without effect after 7 (seven) calendar days, to suspend further deliveries until payment has been received for these (interim) invoices. The suspension applies without the Seller being liable for any compensation for damages or delay.

Any late payment or default of payment shall also render all invoices already sent fully due and payable and shall cause any permitted payment facility or discount to lapse, both for the past and for the future.

The foregoing shall not affect the Seller's right to unilaterally and extrajudicially terminate the current agreement(s) without prior notice of default and without the Buyer being able to claim any compensation.

Disputes do not suspend payment obligations.
Invoices can only be disputed by registered letter within a period of 15 (fifteen) calendar days after the date of dispatch. After this period, the invoice is deemed to have been accepted by the Buyer so that no further dispute against the invoice is possible.
Either party may terminate the agreement immediately without prior judicial intervention in the following cases:
- When the counterparty seriously fails to fulfil its obligations when this default can no longer be remedied or when this default has not been remedied within 15 (fifteen) calendar days after written registered notice of default by the injured party;
- When the counterparty is in a situation of bankruptcy, judicial reorganization, liquidation or when there are serious indications that it will not be able to meet its payment obligations.
All production methods, gluing techniques, pressing processes and other know-how developed by the Seller relating to the manufacture of veneer sheets, whether or not on a carrier, remain the exclusive intellectual property of the Seller, regardless of whether these techniques, processes or designs have been developed specifically for the Buyer.

The Buyer and third parties may not copy, reproduce or distribute any technical information, drawings, designs or production methods provided by the Seller or which can be derived from the delivered veneer sheets without the prior written consent of the Seller.

Buyer shall not use Seller's name, trademarks or trade names without Seller's prior written consent.
Any personal data relating to the Buyer that the Seller receives as a result of the agreement will be processed in accordance with the law of 30 July 2018 on the protection of natural persons with regard to the processing of personal data and Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation). For a full explanation, the Seller refers to its privacy statement which is available on its website and of which a copy can also be obtained upon simple request.
Seller represents that it complies with all applicable laws and regulations, including but not limited to the EU Deforestation Regulation (EUDR), the UK Timber Regulation (UKTR) and relevant export and trade restrictions. Seller will not sell to or supply goods to countries, companies or individuals subject to international sanctions, including but not limited to Russia, Belarus, North Korea, Iran and other countries sanctioned by the EU, UK or US.

The Buyer also warrants full compliance with all applicable laws and regulations, including sanctions legislation, trade restrictions and anti-bribery and anti-corruption laws.

The Buyer declares that it will not carry out any transactions that are in violation of these regulations and that it will not be involved with parties that are subject to sanctions. If the Buyer does not comply with these obligations, the Seller reserves the right to immediately terminate the current agreement(s) without the right to compensation for the Buyer.
In the event of a dispute, the parties will, insofar as it concerns a technical discussion, consult an independent technical expert in mutual consultation. If no amicable solution can be reached, the courts of Leuven shall have jurisdiction, or the Seller may appeal to the judge of the registered office of the buyer.