These terms are an integral part of SEREL offers and relative order confirmation. The client is supposed to have read and accepted all clauses unless specific written stipulations otherwise.
Each order is binding for the client but will only be validated after written confirmation by SEREL, and/or by delivery of the products.
In case the client cancels his order and/or does not respect whatever obligation, an allowance of 20% of the contract shall be due with immediate effect and, without prejudice to the right of SEREL to prove a higher damage or claim contract fulfillment.
Any change of technical specification after order confirmation by SEREL may have an impact on both deadlines and prices. SEREL shall notify the customer about the possible consequences and the client may then accept or reject the changes. Modifications will be in turn be subject to an order by the client and order confirmation by SEREL.
Price – delivery
Prices mentioned in the SEREL offers are exclusive VAT which will be applied – for delivery in Belgium – at the prevailing rate at time of invoicing unless otherwise specified, prices are ex-workshop SEREL. Packaging, shipping, insurance and transportation are at charge of the client.
SEREL reserves a right to claim storage costs in case of non-removal of supplies by the client after notice that the supplies are ready to be removed.
The packing list by SEREL before delivery is established after a detailed check all parts supplied. Client is supposed to check the state of supplies on arrival of the goods in view of shipping insurance intervention (to be subscribed by the client).
The softwares provided by SEREL, remain the property of SEREL who keeps the entire rights on both software, “firmware” and programming routines. With the supply the client is granted a non-exclusive and non-transferable license allowing the use of the software with the supplied goods. Notices provided by SEREL covering these programs are transmitted for production use only.
The operating and maintenance instructions are established by SEREL in French / reference language in the event of a legal issue. All translations done by Serel are therefore considered to be given only with the aim of helping the client.
Delay of delivery
Delivery time specified in the order confirmations by SEREL are settled after verification of the delivery of our subcontractors. They are informative. A postponement of delivery can consequently not constitute a right of cancellation of the order nor a claim for damages and / or interest.
Force majeure is a result of all possible external cause, meaning all particular events and / or circumstances on which SEREL cannot reasonably exercise control, such as, for example, all interruptions of production due to strikes, lockouts, wars, exceptional climatic conditions, etc. .
Implementation of contractual supplies by SEREL shall be formalized and signed by both parties on a so-called reception document. This document is to be understood as a confirmation by the client of the proper implementation of the order by SEREL.
In case implementation is done directly by the client, then the expedition note (packing list and shipping documents) will attest proper delivery and thus replace reception document.
Payment terms mentioned in the order confirmation by SEREL are contractually prevailing. Unpaid invoices will automatically, born an interest of 1% per month. SEREL is entitled, after two unsuccessful registered reminders for payment, to proceed to juridical recovery of concerned debt without any prior notice being required.
Any dispute regarding an invoice shall be clearly motivated and sent by the client with registered letter to SEREL, within 8 days of the invoice date. Otherwise, the invoice will be deemed to be accepted as such.
SEREL has the right to suspend its obligations including those part of other current contracts between the parties, insofar the client does not comply with agreed payment terms or other obligations. An unpaid one single invoice shall affect all other current invoices in such a way that they become immediately eligible. TRANSFER OF PROPERTY.
The delivered supplies remain the entire property of SEREL until full payment of the order
In the event of foreclosure or bankruptcy of the client, the latter shall take all necessary measures to safeguard the interests of SEREL, and report to him by registered mail, within 24 hours of the facts, with the detailed steps taken.
SEREL has the right to terminate the contract In case the client fails to fulfill its obligations, even partially. This termination shall be notified to the client by registered letter and does not exclude the SEREL’s right to legally claim for damages.
The supplies are guaranteed 12 months from reception (see commissioning) and the guarantee cannot exceed 24 months after delivery.
It is limited to the repair or replacement of original parts after expertise by SEREL and relative intervention will not impact the initial warranty period.
Defective parts replaced by the client’s maintenance service or other, with SEREL agreement, shall be sent back to SEREL for expertise. Shipping and packaging are at client’s charge.
The client shall communicate to SEREL by registered letter, all complaints covering hidden defects or lack of conformity within 8 days after discovery of the defect. Subject to revocation, such claim is to be done within one month after delivery (commissioning).
Indirect damages and/or third party damages can never be claimed.
SEREL’s liability cannot be incurred when the cause of damage is due to a fault or intervention of the client and/ or a third party. SEREL is not liable for damages caused by time, improper use of the supplies (trade of art) or unrespect of the utilization notice.
The call for guarantee by the client does not give the right to postpone or suspend any payment, and/or to cancel the entire order.
Any dispute concerning the validity, interpretation or execution of order and relative order confirmations will be submitted to the courts of the judicial district of Liège which will have exclusive jurisdiction in the dispute and settle the issue based on the Belgian law