General Sales and Delivery Terms – Distributor / B2B Resale
These general terms and conditions apply to all quotations, sales and deliveries between Resin Mill Europe BV (BE 1038772901), Diebeke 1A, 9500 Geraardsbergen, Belgium, and its professional clients purchasing for resale or for use in their own professional activity. They define the rights and obligations of both parties regarding quotations, orders, deliveries and payments. By accepting a quotation or placing an order, the client acknowledges having read and agreed to these terms.
Resin Mill Europe supplies materials only. No application, installation or on-site service is included in any sale unless expressly agreed in writing. Our cooperation is founded on transparency, quality and reliability.
1. Validity of Quotation
All quotations are valid for a period of 15 days from the issue date, unless stated otherwise. After this period, prices and conditions are subject to change without notice.
2. Prices
Prices are quoted in EUR, excluding VAT, and are based on current material costs and market conditions. Any significant change in these factors may require adjustment of quoted prices. Distributor and trade prices are personal to the client, are confidential, and may not be disclosed to third parties.
3. Scope of Supply – Materials Only
All sales are sales of goods. Resin Mill Europe does not carry out application, installation, surface preparation or any on-site work, and gives no advice on, or guarantee of, the result of works executed by the client or by third parties. Any technical information, coverage rate, calculator output or recommendation is provided in good faith as general guidance and does not relieve the client of its duty to verify suitability for its own project and substrate.
4. Product Specifications
Specifications and descriptions of our products are accurate to the best of our knowledge. Natural aggregates are a natural product: variation in colour, shade and grading between batches is inherent and does not constitute a defect. The client is responsible for ordering sufficient quantity from a single batch for any continuous surface, and for verifying batch consistency before use.
5. Delivery, Collection and Transfer of Risk
Unless otherwise agreed in writing, goods are sold Ex Works our warehouse in Geraardsbergen (Incoterms® 2020). Risk passes to the client upon loading, including where transport is arranged by us on the client's behalf. Estimated delivery and collection dates are indicative and may vary with availability and contingencies. We are not responsible for delays caused by third parties or by events beyond our control. Goods are released only after the agreed payment or deposit has been received, unless credit terms have been granted in writing.
6. Payment Terms
Payment terms are those stated on the quotation or invoice. Full payment or a deposit may be required before release or dispatch of goods. Payment is made to the account stated on the invoice. Late payment automatically and without prior notice incurs interest of 2% per month on the outstanding amount, together with a fixed compensation of 10% of the invoice value with a minimum of EUR 125, without prejudice to our right to claim further damages and recovery costs.
7. Retention of Title
Delivered goods remain the exclusive property of Resin Mill Europe BV until full payment of principal, interest and costs has been received. Until then the client may not pledge, transfer as security or otherwise encumber the goods. The client shall store the goods in a way that allows them to be identified as ours and shall inform us immediately of any seizure or claim by a third party. Resale in the ordinary course of business is permitted, provided the client assigns to us the resulting claim against its own customer up to the amount owed to us.
8. VAT and Intra-Community Supply
Where goods are supplied to a client established in another EU Member State, the supply is zero-rated as an intra-community supply only if the client provides a VAT identification number that is valid in the VIES register at the time of invoicing, and the goods physically leave Belgium. If no valid VIES number is provided, or the client cannot evidence the transport of the goods out of Belgium, Belgian VAT will be charged. Should the tax authorities subsequently reject the exemption because of incorrect information supplied by the client, the resulting VAT, interest and penalties are payable by the client.
9. Acceptance of Quotation
A quotation becomes binding only after written confirmation of acceptance by the client and confirmation of the order by us. The client's own purchase conditions are expressly excluded, even where its purchase order states otherwise.
10. Cancellations and Modifications
Orders may be cancelled or modified only with our approval. Once goods have been reserved, blended, packed or dispatched, cancellation fees may apply. Custom blends and special orders cannot be cancelled.
11. Complaints, Returns and Refunds
Visible defects, shortages and transport damage must be noted on the delivery or collection document and confirmed to us in writing within 48 hours. Hidden defects must be reported in writing within 8 days of discovery and in any event within 6 months of delivery. Goods that have been opened, mixed, applied or otherwise processed are deemed accepted and cannot be the subject of a claim. Returns require prior written approval, apply only to unopened goods in original packaging, and may be subject to a restocking charge. Custom blends and special orders cannot be returned.
12. Warranty and Liability
We warrant that the goods conform to their specification and are free from defects in material at the time of delivery, for the shelf life or period stated in the product documentation. Our liability is limited, at our option, to replacement of the non-conforming goods or credit of their invoice value, and never exceeds the invoice value of the goods concerned. We are not liable for indirect or consequential loss, including loss of profit, loss of contract, cost of removal or re-application, or damage arising from application, workmanship, substrate, drainage, weather conditions at the time of application, or use contrary to our technical documentation.
13. Resale, Documentation and Brand
The client resells in its own name and for its own account, and is not our agent or representative. The client may not give warranties, make representations or enter into commitments on our behalf. The client shall pass on to its own customers the current technical data sheets, safety data sheets and application instructions supplied by us, and shall not re-label, repackage, alter or dilute the goods, nor remove or obscure any batch identification. Any use of our trade names, logos or product names requires our prior written consent and ends automatically when the commercial relationship ends.
14. Health and Safety
The client shall ensure that all goods are transported, stored, handled and used in accordance with our safety instructions, the applicable safety data sheets and applicable regulations, and shall pass those obligations on to its own customers.
15. Force Majeure
We are not liable for failure to fulfil any obligation due to events beyond our reasonable control, including natural disasters, epidemics, strikes, transport disruption, raw material shortage, energy supply failure or government action. If such an event lasts more than 60 days, either party may terminate the affected order without compensation.
16. Governing Law and Jurisdiction
These terms and conditions are governed by Belgian law, to the exclusion of the UN Convention on Contracts for the International Sale of Goods. Any dispute arising from a quotation, order, delivery or invoice falls within the exclusive jurisdiction of the courts of the judicial district of East Flanders, division Oudenaarde, Belgium.
17. Acceptance of Conditions
By accepting a quotation or placing an order, the client fully agrees to these terms and conditions. Should any provision be held invalid, the remaining provisions stay in full force and the invalid provision is replaced by a valid provision of equivalent economic effect.