GENERAL CONDITIONS – LS Global bv
Article 1 – GENERAL
Present general conditions apply to any sale, service or work delivered by or to be delivered by LS Global bv. The buyer/customer declares having read these conditions and to accept them explicitly each time he enters into or continues a contractual relation with LS Global bv. Except when explicitly agreed otherwise, these general conditions shall get priority on any general and specific conditions of the buyer/customer and on general legal stipulations.
Article 2 – TRANSFER OF RISK
Except when deviated from by LS Global bv by means of written agreement, delivery shall be ex warehouse under Incoterms 2000 stipulating that:
– The goods shall be packed with an eye to the transport as provided by and well known to LS Global bv;
– The customer will bear the risk from the time the goods shall leave the warehouse of LS Global bv;
If LS Global bv agrees in writing to another kind of delivery than delivery ex-warehouse, and in as far as LS Global will bear any liability for the transport, the consignee of the customer or the customer himself will be bound –in case of loss or damage- to inform LS Global bv or the official agent of LS Global bv’s insurer without delay and in writing, in the absence of which each redress against LS Global bv and/or LS Global bv’s insurer will lapse. This immediate notice is to be effected either in the harbour or at any other place where the loss or damage is established. The customer is to supply the agent of LS Global bv’s insurer with all necessary means to help him in ascertaining the facts and to do all necessary research in order to exercise redress, in the absence of which LS Global bv declines all liability. All costs, not explicitly included in LS Global bv’s written agreement, such as additional costs of packing, transport, loading and unloading expenses, cost of temporary storage, costs of handling and insurance cover, are not included in the price and shall be borne by the customer. All operations from LS Global bv after delivery, as provided in the written agreement, shall be carried out in name of, on account of and under liability of the customer.
Article 3 – QUOTATIONS – ORDERS – WRITTEN AGREEMENT
All quotations drawn up by LS Global bv stipulate for a validity period within which the customer is to make his order failing which the quotation will become invalid and is to be considered as non existing. If no such term has been indicated, a validity period of 1 month will be agreed automatically.
Orders from customers either booked by representatives of LS Global bv or by the customer in writing, shall be an offer from the customer to contract. Such orders even if recorded on an order form from LS Global bv, shall not bind LS Global bv. Only written acceptance by LS Global bv will realize an agreement and will bind LS Global bv. Even after written acceptance, LS Global bv reserves the right to make non-essential changes, i.e. changes that do not alter the function specification of the supplied good and/or service and which result from a change of regulations, and/or adjustment to the latest technical developments and/or
change of production method and/or any other similar changes without this list being restrictive and this will not entitle the customer to annul the agreement. In the absence of written acceptance it will be the (beginning) of production of the customer’s order by LS Global bv that will realize the agreement.
The price of the good sold or the service delivered, as indicated in the written acceptance, will only bind LS Global bv if the sold good is delivered and/or the service supplied within 2 months after the date of the written acceptance, except when explicitly agreed otherwise in LS Global bv’s acceptance of in case of force majeure. After this date of acceptance prices may increase if prices of materials and/or prices of subsidiary and raw materials and/or prices of components which LS Global bv buys from third parties, wages, salaries, social
expenses, governmental duties, insurance premiums and energy prices are increased including price increase due to devaluation of EURO proportional to the currency in which said goods and/or services were purchased by LS Global bv. If the price increases by more than 2.5% the customer will be informed at the time he requests delivery of the good and/or performance of the service and the customer will be entitled to annul the agreement without being entitled to any kind of compensation, for whichever reason.
Article 4 – PAYMENT
Except when agreed otherwise all invoices are to be paid cash at the seat of LS Global bv at the contractually stipulated date. All rights, VAT and duties shall exclusively be borne by the customer. Each appeal from the customer to settlement of debts will be contractually excluded.
Article 5 – TERM OF DELIVERY / OF SERVICE
The terms of delivery and/or terms within which LS Global bv must have started with the service to be carried out, is fixed in the written acceptance. If this term cannot be observed by LS Global bv for whichever reason, the customer cannot demand dissolution of the agreement for as long as this term will not be exceeded
by more than 6 months. If the term is not observed, the customer shall not be entitled to any compensation, for whichever damage. Even in case of guaranteed term , i.e. a written acceptance in which “term guaranteed” is explicitly
mentioned, LS Global bv shall not be bound by this term and will not bear any liability because of non observance of the term
Article 6 – RIGHT OF OWNERSHIP
Without prejudice to the fact that the risk will at all times be transferred to the customer from the time they leave the warehouse of LS Global bv or pursuant to the modalities of Article 2 of these General Conditions, the goods shall remain property of LS Global bv as long as the price, principal and accessories, costs of installation, and all possible duties and expenses with regard to these goods, have not been fully settled. The goods that were not (completely) paid shall under no circumstances be the object of lease, delivery to or whichever other use by third parties, unless with the explicit and written agreement from LS Global bv.
Article 7 – SERVICES
Services such as but not limited to repairs and/or installations and/or supervision of installations or repairs shall be carried out by LS Global bv or by one of the official agents or representatives recognised by LS Global bv of its own choice. Service shall not include site works. Theses site works must be ordered by the customer and to be carried out at his charge according to the advice of LS Global bv or the advice of official agents or representatives of LS Global bv but on the responsibility of the customer and/or the site assigned by him.
Transport, unloading, storage of materials at the site shall be at the charge of the customer and under his exclusive liability.
The customer is to put at the disposal of LS Global bv a room that can be locked and that is suitable for storage in order to store tools, equipment and the like. The customer is to provide LS Global bv with all facilities necessary or useful to carry out the service and this upon first request and according to specifications from LS Global bv.
Article 8 – CANCELLATION POLICY FOR OFFSHORE PERSONNEL DEPLOYMENT
More than 10 business days’ notice: No cancellation fee will apply for the service rates. However, the Client will be billed for 100% of any non-refundable travel, accommodation, visa, or logistical expenses already incurred by LS Global.
Between 5 and 10 business days’ notice: The Client will be charged 50% of the daily rate for the scheduled duration of the project (up to a maximum of 7 days), plus 100% of all incurred travel, administrative, and logistical expenses.
Less than 5 business days’ notice: The Client will be charged 100% of the daily rate for the scheduled duration of the project (up to a maximum of 10 days), plus 100% of all incurred travel, accommodation, administrative, and logistical expenses.
The Client will be charged the standard Offshore Rate as specified in the commercial agreement for every day the Technician is delayed.
All ongoing accommodation, subsistence, and travel costs during the standby period remain the sole responsibility of the Client.
Article 9 – WARRANTY ON SOLD GOODS
Goods sold by LS Global bv shall be covered by the same warranty as the warranty given to LS Global bv by its suppliers. The customer will have the possibility whenever a warranty is supplied, to get a copy of these warranty conditions from LS Global bv and this upon simple request. The customer can never require a more extensive warranty from LS Global bv, even deviating from applicable law in this respect.
Article 10 – NON-OBSERVANCE OF CONTRACTUAL OBLIGATIONS
Without prejudice to all other rights to which LS Global bv is entitled, the company may – if prevented by force majeure or by specific circumstances as listed below, non restrictively, to carry out the agreement, suspend or end performance of its service, at the option of LS Global bv, without legal intervention. LS Global bv will inform the customer of its decision of suspension or cancellation under by post registered letter. In the event of force majeure or specific circumstances as non-restrictively described below, LS Global bv will not have to pay any kind of compensation and/or guarantee or restitution.
Specific circumstances are: any circumstance as a result of which performance of the agreement cannot reasonably be required by the customer such as, amongst others but not exclusively, war, risk of war, civil war, rebellion, strike, lock-out, transport problems, fire, bankruptcy or ending of activities by (one of) the suppliers, other circumstances in the company of LS Global bv or in the company of one of the suppliers or delayed delivery (for whichever reason) of goods ordered by LS Global bv, raw or subsidiary materials or components.
If the invoice is not settled on its expiry date the balance will ipso iure and without letter of delinquency be increased
by interests on overdue payment ad 10% p a. Without prejudice to the interests on overdue payment as mentioned above, the amount of the invoice will be increased with a fixed compensation ad 10% of the balance with a minimum
amount of 125 Euro per invoice if the invoice is not settled on its due date. If an invoice remains entirely or partly unsettled on the due date, all terms of payment that might have been allowed will lapse and the due amount must be
paid immediately, both principal and accessories.
If the customer fails to comply with his obligations under the agreement entered into with LS Global bv or does not meet them fully or in due time, as well as in the event of bankruptcy, concordate, delay of payment, stoppage or liquidation, or in the event of protested bills of exchange of the customer’s company, LS Global bv may dissolve the agreement simply by registered letter and without prior letter of delinquency or court intervention, reserving the right for compensation to cover the damage suffered by LS Global bv. LS Global bv will not have to pay any compensation and/or guarantee due to dissolution of the agreement. In each of the above-mentioned situations each claim which LS Global bv holds on the customers will be immediately collectable also with regard to performance of other agreements with that customer. In case of dissolution of the agreement the customer is bound to return any non-fully paid goods at its own risk and costs and this upon first request from LS Global bv. The customer is entitled to annul an order within the term of 1 month after the date of his acceptance, agreed to in writing by LS Global bv. In that case the customer is to pay a compensation ad 20% of the total value of the dissolved agreement increased with all costs already made by LS Global bv to carry out the order.
Article 11 – LIABILITY FOR SERVICES
LS Global bv declines all liability for damage that may arise during or (indirectly) during services and this to persons, moveable and/or immoveable goods or any other kind of damage and this directly or indirectly with the customer, a beneficiary or a third party. The customer is committed to safeguard LS Global bv or its employees or the official agent or representative of LS Global bv and to compensate same for all costs, damage (material and immaterial) including pollution damage and interests that might have arisen as direct or indirect result of claims from third parties because of incidents, acts, or negligence for which LS Global bv is not responsible under these conditions or legal provisions without being able to hold against LS Global bv any means of limitation or exclusion of liability under national or international legal or conventional stipulations.
Article 12 – COMPETENCE AND APPLICABLE LAW
All agreements entered into by LS Global bv are exclusively governed by Belgian law. To settle any dispute resulting from the existence cq performance of an agreement entered into by LS Global bv only the courts of the judicial district of Antwerp will be competent. Any complaint regarding work performed or deliveries supplied must be introduced by registered letter, at the latest within eight days after performance of the work or after delivery and within 24 hours in case of visible damage or shortage. Failing this works and deliveries will be considered having been accepted without reserve. Each complaint regarding invoices must be made by registered letter not later than eight days after receipt of the invoice. Failing such letter invoices shall be considered tacitly accepted without reserve