General terms & conditions

GENERAL TERMS AND CONDITIONS

1. Scope

These conditions apply to all and every contract through which LASEA S.A. undertakes to transfer the ownership of tangible movables or to perform any material or intellectual services and works whatsoever for the benefit of its contracting partner. These conditions always take precedence over the customer's eventual general conditions, unless LASEA S.A. has expressly accepted the application of all or part of the customer's conditions in writing, upon acknowledgement of the purchase order. Furthermore, it may be departed from these conditions by special ones which are the subject of a written agreement between the parties. Therefore, these conditions remain applicable for any matter that has not been settled by the aforesaid special conditions. If one or any of the provisions drawn up in these conditions could not be applied, notably because the validity thereof would have been rightfully protested, all the other provisions will remain applicable.
 

2. Forming of the contract

The contract can only be considered as validly formed :

a) if a written offer by LASEA S.A. is the subject of an acceptance unreservedly on behalf of the recipient of the offer, or

b) if LASEA S.A. accepts unreservedly an order to it made by the customer.

Any addition, cancellation or modification made to the offer mentioned in point a) above, or to the order mentioned in point b) above forms a counter-offer and postpones the forming of the contract until the other party has expressly accepted it. This can only be otherwise if the offer or order expressly stipulates that as regards to one or any point, the simple acceptance by the other party is not a condition to form the contract. Offers from LASEA S.A. are valid for one month from the day they are sent to its customers, unless expressly stipulated otherwise.

LASEA S.A. is only committed to offers, acceptances or written agreements signed by the people with the power to undertake the latter towards a third party, whether by virtue of LASEA S.A.'s statutes, or whether by virtue of its system of authorized signatures or by virtue of a proxy. With respect to LASEA S.A., this cannot be replaced in the absence of such a written document by statements or presumptions, even if a written proof had been commenced in the meaning of article 1347 of the Civil Code or an impossibility to pre-form written proof in the meaning of article 1348 of the same code. The open proof regime may, on the other hand, be invoked by LASEA S.A. with respect to its customers.
 

3. Prices

3.1. Prices are net, VAT not included. Unless an express special condition, all transportation and packing costs are at the customer's expense.

3.2. When the contract concluded with the customer relates to goods and/or services to be imported by LASEA S.A., the price of the latter is determined on the basis of the seller's currency rate of the country of origin compared with the Belgian frank or the Euro, as noted in the Stock Exchange of Brussels, on the date the offer was made by LASEA S.A., or on the date the contract was formed, according to the case (case which will be specified in the special conditions). If, on the day of payment, the exchange rate in force is different from the rate compared to which the price had been determined, LASEA S.A. has the faculty to adapt the price, either by increasing or reducing the latter, in order to consider the modification of the rate occurred.
 

4. Terms of payment

4.1. You can pay your purchases by bank transfert.
We ask you a 30% payment when placing the order and the remaining 70% before delivery.
However, for your first order, we will ask you to pay in advance.
Drawing a draft does not substitute the debt and, therefore, the conditions of the contract remain applicable. Any acceptance of payment other than in cash by LASEA S.A. does not substitute the debt either.

4.2. If the special conditions allow the customer to pay the price in monthly installments and if the date of one of the installments is not respected, except in the case of force majeure (act of God), the customer loses the right to pay in installments and the full price becomes immediately and rightfully due.

4.3. In the event of non-respect of a settlement date, the amounts unpaid by the customer bring up, rightfully and without warning, and as from the settlement date, an interest on arrears at the legal rate stipulated in the Belgian law regarding the fight against overdue payments in commercial transactions. Furthermore, any amounts that have not been paid fifteen days after the issuance of a warning are rightfully increased by 15%, with a minimum of 50 EUR, as a penalty clause.
 

5. Delivery

5.1. Any delivery dates eventually mentioned in any and all the contractual documents whatsoever opposable to LASEA S.A. are only indicative. Under no circumstances will the passing of these dates gives rise to any contractual responsibility on behalf of LASEA S.A. This can only be otherwise if the special conditions expressly provide for the delivery dates to be compulsory.

5.2. When the delivery date is compulsory, according to the special conditions eventually mentioned above, the date is considered to be respected :

- for supplies that do not require commissioning :

  if the supplies have left the factory or the workshop within the delivery date;

- for supplies requiring commissioning :

  if the commissioning was done within the delivery date.

5.3. Any force majeure event, as well as any event which is reasonably unforseeable at the time the contract is formed, leads to suspension of the imperative delivery date, during the whole period where this event makes impossible the delivery within the agreed period.

5.4. If the delivery is delayed due to an event that occurred at the customer premises, whether this is the cause of the event or not, the customer will owe LASEA S.A. moratory interests set forth in article 4.3., as well as warehouse duties at a rate of 0.5% per started month, calculated on the selling price of the goods concerned and/or on the price of the services and works concerned, this to the exclusion of events of force majeure.

5.5. If the delivery date is not respected, without LASEA S.A. being able to justify itself, and if the delivery date was compulsory, LASEA S.A. will owe an indemnity – per full week late – at a rate of 0.5% of the selling price of the undelivered goods and/or of the price of the undelivered services and works. Under no circumstances will the total indemnity exceed 5% of this selling price. Furthermore, the indemnity will only be due if the customer can prove he has undergone prejudice.

5.6. Partial goods are allowed to be delivered.

5.7. Damages that are not due to transportation and latent defects should be noted by registered mail and sent to LASEA S.A., and in any case at the latest :

- in the event of supplies of goods and/or services and works without commissioning or with commissioning to be done upon delivery :  on the 7th calendar day after delivery;

- in the event of supplies of goods and/or services and works with commissioning  which was not done upon delivery :  the first working day following this commissioning.

The customer loses all his rights with respect to LASEA S.A., regarding the conditions in which the latter has performed its obligation for delivery, if it has not respected one of the notification periods indicated above. Only an eventual guarantee remains for latent defects within the conditions and restrictions listed in point 6 below.
 

6. The responsibility of LASEA S.A. after delivery

6.1. Except for the latent defects guarantee, as such resulting from articles 1641 and those following of the Belgian Civil Code as regard sales of goods, and for the latent defects guarantee in matter of service and work contracts, within the conditions and restrictions fixed hereunder, LASEA S.A. is not responsible for any guarantee whatsoever as regards to the operating of the sold material. Nevertheless, if a guarantee was expressly specified in the offer, this guarantee could not exceed 90 days for the optical components subjected to the laser beam.

6.2. Subject to eventual amendments drawn up in special conditions, LASEA S.A. should, after delivery of the sold material and/or of the performed works and services, guarantee the  latent defects within the following conditions and restrictions and as far as the storage, the use and the maintenance of materials have been done in perfect conformity with the instructions and stipulations given by LASEA S.A. The guarantee for latent defects runs out 12 months after the delivery date. Any and all call for guarantee is subject to a registered letter through the Post addressed to LASEA S.A., before the expiry of this period and must occur within the three months after the discovery of the latent defect. After this period, there will be no follow-up whatsoever relative to the guarantee. If there is a call for guarantee within the period fixed, LASEA S.A. shall choice either to repair the acknowledged faulty supplies, or to have them replaced, all of them or a part. On no account will a call for guarantee give rise to a sales termination and/or work and service contract termination, subject to the last paragraph hereunder, nor to claim for any indemnity for any reason whatsoever (notably for partial or total laying offs of the installation/equipment of the customer, or for profit losses), nor to claim for any other serivces or obligations, LASEA S.A. being expressely released from any responsability thereof. The applicable guarantee period for the replaced material or the reperformed works expires when the applicable guarantee runs out as regards to the material or to the works delivered initially, however without being less than 6 months. If the latent defect invoked makes repairing of the material/the works delivered or the replacement thereof impossible, totally or partially, the sale or the services and works contract is terminated at the customer's request, without giving rise to damages.
 

7. Transfer of the property and the risks

7.1. LASEA S.A. remains the owner of the supplies of goods and/or services and works until the customer has fully met his obligations towards LASEA S.A . Until this moment, the customer is forbidden to pawn the supplies, to resell them , to transfer them (even for free) or to hide them. If the unpaid supplies have been bought by the Customer to decorate the premises rented by him, he should, per registered letter through the Post and addressed to LASEA S.A, seek the authorization beforehand to have the supplies sent to such a destination, and mention the name and address of the owner, and the address of the rented premises. Moreover, he should notify the reservation of property to his lessor, and to the mortgagee or eventual guaranteed creditor. LASEA S.A. is free to proceed in the registration of the invoice in order to protect its privilege of unpaid seller.

7.2. The risks are transferred to the customer as soon as the supplies are identified in the workshop or factory of LASEA S.A. The transportation is then performed at the customer's own risks, even if the special conditions stipulate that LASEA S.A. provides for the transportation costs, for example, by mentioning 'Delivery free'.

7.3. Lasea SA is and remain sole and exclusive owner of the intellectual property rights implemented in the framework of the performance of agreements with the Buyer, and among others of the research and development results carried on by Lasea SA for the Buyer, unless expressely and writtingly stipulated otherwise. Therefore, said agreements shall not confer, nor grant or confirm, either expressely or impliedly, to the Buyer, any license or any other rights to said intellectual property rights, wether trademarks, patents, designs, copyrights, know how or any other intellectual property rights."
 

8. Termination clause

Any and all non-fulfilment by the customer of any one of his obligations, notably if he fails to pay any amount due at maturity, enables LASEA S.A. to rightfully declare the running contracts terminated, by sending a registered letter through the Post, addressed to the customer, without the termination being subordinate to the sending of a warning beforehand.

The termination means that the customer has no other option than to return all of the material delivered to him before the termination, and also means that LASEA S.A. has to reimburse the deposits collected, without prejudice to any other damages that LASEA S.A. is entitled to assert.
 

9. Guarantees

If it appears that the customer's credit is questioned, for any reason whatsoever, LASEA S.A. is entitled to demand the latter supplies guarantees, real or personal, even if the granting of such guarantees is not foreseen in the contract signed initially. The customer is required to supply these guarantees within the period mentioned by registered letter through the Post sent to him by LASEA S.A. in this regard. If the customer fails to supply the guarantees claimed within this period, LASEA S.A. is entitled to declare that the contract is rightfully terminated, according to the terms provided for in point 8 above.
 

10. The customer will respect the rules and regulations in force in Belgium and abroad, relative to the restriction of exports and to which the goods and/or services and works are to be submitted.
 

11. Any dispute regarding the validity, the interpretation and the performance of the agreement concluded with the customer shall be settled by the Courts of Liège (Belgium), according to the Belgian Law. Safety prescriptions applicable to the delivered supplies of goods and/or services and works are those in force in Belgium, on the date of the offer drawn up by LASEA S.A. to the customer, or on the date of the acceptance of the customer's order by LASEA S.A.
 

Only the French version of these conditions is the authentic text.