1. Scope

These general terms and conditions shall apply to all offers, quotations, legal relationships, invoices and agreements whereby Universal Rubber Manufacturing NV (hereinafter “URM”) supplies (rubber) products of any kind to the customer (its contracting party).

Any deviating or general terms and conditions of the customer or third parties are expressly excluded, unless expressly agreed. These deviations apply only to the deliveries to which they relate.

2. Prices

The prices mentioned in offers, price lists, catalogs, proposals and other oral or written communications from URM are non-binding. They are purely indicative and exclusive of VAT and other taxes. Prices quoted on quotes are ex-factory, packaging not included, unless otherwise agreed.

3. Quotes and quantities

Only an order received by URM for which a quote was issued and confirmed by the client within 30 days of the quote date are binding on URM. In the absence of a timely and written confirmation of the quote, URM may refuse or consider the order cancelled.

Any change to a confirmed quote must be in writing. The client remains liable at all times for reimbursement of all costs incurred and services rendered by URM.

The production of certain products sometimes requires a minimum number of units. URM reserves the right to deliver 10% more or less, at the price of the order.

4. Payments

Payments shall be made upon delivery or at the latest 30 days after the invoice date.

In the event of non-payment or late payment, the client shall be liable, ipso jure and without notice of default, to interest on arrears of 10% per annum and to fixed damages of 15% with a minimum of €125 (excl. VAT). Any file costs and/or collection costs of third parties are always payable in full by the client, whether or not late payment was made directly to URM.

URM is at all times entitled to demand full or partial payment in advance from the client or to demand from the latter sufficient guarantee in the name of URM until full payment is received.

Any complaint about the invoice must reach URM’s address by registered mail within 8 days of the invoice date. This complaint does not relieve the client from compliance with the payment deadline.

Failure to pay one invoice on time will result in other outstanding claims against the client becoming due by operation of law and without further notice of default.

Payments made by the client to URM will be charged in the first place on all costs owed by the client, then on the interest owed and only finally on the principal.

5. Delivery and Transport

If URM is responsible for the transport, the products are transported on behalf, at the costs and risks of the client, even in the event of carriage free of charge and regardless of the means of transport and the shipping terms stipulated in the bills of lading, the transport addresses and/or other documents.

Regardless of the destination of the products and the terms of payment, the making available and receipt of the products shall be deemed to have taken place at the time of departure from URM’s warehouses and depots. The client who so desires shall be informed of the date on which he may proceed with pre-departure verifications.

The risk of loss and/or damage to the products is transferred to the customer at the time the products leave URM’s warehouses and storerooms.

URM has the right to deliver an order in parts. Partial deliveries may be billed separately to the client.

Costs for special or exceptional production, storage, transport or other costs borne by us at the request of the client, such as immediate delivery or delayed transport, will be charged to the client in addition to the quoted price.

6. Delivery period

The delivery period is only indicative. Delays in delivery never lead to cancellation of the contract.

Strikes, fires, damage to materials, delays in the delivery of raw materials and also any reason independent of the will of URM that could bring production to a halt (and the recognized cases of force majeure) allow URM to modify the delivery deadlines, delay the execution of the order or cancel the contract.

The client is obliged to accept and receive the products ordered and to check that the quality and/or quantity of the goods delivered corresponds to what was agreed.

Unless otherwise agreed, the ordered products must be accepted and received no later than thirty days after dispatch of the notice that they are available. Failing this, URM is entitled without notice of default and at its discretion, either to invoice the products produced and demand payment, or to consider the contract terminated by operation of law and claim damages.

7. Acceptance – objection – return

The products are deemed to be definitively and irrevocably accepted upon departure from URM’s warehouses and depots. The indications on bills of lading, receipts and shipping notes is valid evidence for the quantities delivered.

No objection concerning the quantity or quality of the products delivered shall be accepted if it is not made in writing no later than eight working days after the receipt of the products. After this period, the customer shall be irrevocably deemed to have received the products in good and proper condition.

The products can only be returned after the express and prior agreement of URM, in accordance with its instructions.

8. Retention of title

URM remains, even in the event of failure, owner of the ordered and delivered products until payment in full of the agreed price and/or additional charges. This retention of title is expressly accepted by the client.

During the period of the retention of title, the client shall keep the products in good condition and in custody and shall prevent any infringement of URM’s right of ownership.

As long as the ownership of the delivered products is not transferred to the client, he may not pledge them, sell them or actually deliver them (whether or not in the course of his business) or grant any other right to them to a third party.

9. Responsibility

URM is only liable for normally detected hidden defects.

Any defect or damage must be notified to URM by registered letter within 8 calendar days of detection and within one year of delivery of the products (warranty period).

URM’s liability is limited to the free of charge replacement or reimbursement, at its sole option, of the defective products. URM is not liable for any other indemnity, regardless of the cause and nature of the damage and whether it is direct or indirect, foreseeable or unforeseeable, including the loss of business or damage due to delays.

URM’s liability is also limited to the invoice amount for contractual damages and the amount covered by its liability insurance for extra-contractual damages. This coverage shall not exceed EUR 1.500.000 per claim and for all claims combined per insurance year.

10. Production resources and costing

All production resources (tools, equipment or parts), even if the client bears part of the costs (of the concept), remain unconditionally the property of URM. The charging of certain costs is always payable immediately (net) upon acceptance of the offer.

11. Nullity

The nullity of one or more provisions of these General Terms and Conditions shall not affect the validity of the remaining provisions. The failure of URM to invoke, in whole or in part, certain contractual rights shall not constitute any adverse recognition or waiver of rights.

12. Disputes and applicable law

Any dispute concerning the interpretation or execution of an agreement to which these general terms and conditions apply shall be resolved under Belgian law, excluding of conflict of law provisions (IPR). The courts of the Arrondissement of Brussels are competent to rule on these disputes.                                                                                               

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