Terms and Conditions

General Terms And Conditions Of Sale

1.             The order implies that buyer accepts the general terms and conditions of sale and renounces his own general terms and conditions of purchase.

2.             Our offers are made without engagement. The sale is concluded only when acceptance of the order has been given in writing by seller to buyer.

3.             Any accessory charges, such as transport and insurance charges, customs duties and charges, taxes, etc...., before arrival at the destination of the goods shall be on account of buyer.

4.             Terms of delivery shall be indicative and not binding.

5.             The parties consider the following circumstances as acts of God: action by government, war, riots, strikes, lock-outs, fire, breakdown of machines, inadequate supply of raw materials or energy, interruption in transport or any other circum stances beyond our control, which hinder the normal production or shipment of the goods.  These circumstances involve suspension or cancellation of the agreement, at seller’s option.

6.             The property of the goods passes onto the buyer at the moment of payment.  In any case, the risk of the goods passes onto the buyer as from the moment the goods leave seller’s warehouse, even when the transport charges are for seller’s account.  In the absence of buyer’s instructions within a reasonable time before the goods are at the disposal  of the buyer, the seller may at his own discretion organize the transport of the goods at buyer’s account.

7.             Buyer is obliged to accept the goods at taking delivery. Buyer must submit the claims immediately and claims must be confirmed in writing within 8 days after taking delivery of the goods. Furthermore, buyer must take all useful measures to allow inspection and to restrict the damage.

8.             Goods which are admittedly defective shall either be replaced free of charge or reimbursed in part or in full. Seller shall not owe buyer any other indemnity. 

9.             Invoices shall be payable to our bank account on the due date indicated in the invoice. Default interest shall be due by right and without prior formal notice, from due date. The rate of this default interest shall be equal to the legal interest rate increased by 3 points. Further, in order to compensate the additional damage administrative and other costs, resulting from the non-payment on due date, a contractual indemnity equalling 10 % of the amounts of the unpaid invoices with a minimum of 25€ will be due should buyer continue to fail to pay at least 15 days after notice  has been given by ordinary letter. The non-payment of an invoice on due date gives us the right to claim payment of the amounts owing to us and not yet due.

10.         All deliveries will be done with reservation of ownership.  The goods will only become the property of the buyer after full discharge of his obligations, among others payment of the invoiced amount.

11.         Prices expressed in a foreign currency are based on the rate of exchange between that currency and the Euro, in force on the day of the final conclusion of the sale. Each fluctuation of this course of exchange beyond 2,25 %, in addition or in deduction, shall result in a corresponding adjustment of the price in the day of receipt of payment.

12.         Belgian law shall govern our sales to the exclusion of the rules of international private law.  Any disputes relative to the existence, the interpretation or performance of our sales shall come under the exclusive jurisdiction of the Courts of Ostend. On the understanding that seller reserves the right to deviate from this rule and to bring the dispute before the courts of buyer’s domicile.

13.         The international rules for interpretation of trade terms laid down by the International Chamber of Commerce are applicable to all our international transactions.

14.         Seller lends the shuttle packaging to buyer free of charge in order to contain the products. Buyer must return the packaging to the shipping plant in good condition, carriage paid, as soon as possible and at the latest two months after delivery.

Purchase Conditions

1. General

Seller is expected to accept our general and special purchasing conditions and to renounce his own general conditions of sales.  Deviations from our purchase conditions should be agreed upon in writing. Our special purchasing conditions can be consulted on our website:  www.proviron.com.

2. Packaging – Labelling

The goods should be packed and individually labelled in line with the applicable regulations.

3. Documents

The seller sends all useful and mandatory documents with delivery.

The delivery of raw materials shall always be accompanied by at least a certificate of analysis.  This certificate of analysis shall be faxed to Lab Proviron (Proviron Functional Chemicals: +32 59 562 135 – Proviron Basic Chemicals: +32 59 553 865 - Proviron Industries: +32 3 877 23 33) or shall accompany the shipment.

4. Quantities

Mentioned quantities are only indicative.

5. Goods

Goods with apparent or hidden defects or which are not conform to the purchase specifications, will be replaced free of charge, or reimbursed in part or in full.  All other damage to Proviron, caused by defects, incorrect or late delivery are at the seller’s expense.  Claims for further damage, suffered by Proviron, are not excluded.

6. Change Control

Supplier will inform Proviron timely of any changes that might impact the quality and/or the specifications of the ordered product. Such changes might amongst other things be a change related to:

• the origin of the product (due to a swap deal or otherwise),
• the manufacturing facilities,
• the manufacturing  process,
• the raw materials used to manufacture the product.

In case of such a change, supplier will submit a sample of the product to Proviron before delivery and will only deliver the product after approval by Proviron.

If the supplier does not inform Proviron of a change as described above, then Proviron will be entitled to refuse the delivered product and/or to claim from supplier damages resulting out of the nonconformity of the delivered product.

7. Reception – Analysis

When loading, a qualitative and quantitative control will be done by the seller at his charge and responsibility.
When unloading, a quantitative control will be done by Proviron at our expense and by our services.

In case of contestation, a neutral laboratory shall be appointed at the expenses of the losing party.

8. Applicable law

Belgian law shall govern our purchases. Disputes regarding our purchase activities shall be governed by the exclusive jurisdiction of the registered office of the buying Proviron company.  On the understanding that Proviron reserves the right to deviate from this rule and to bring the dispute before the courts of seller’s domicile.

9. Applicable rules of interpretation

The international interpretation  rules  of trade terms laid down by the Chamber of Commerce are applicable to all our purchase agreements.

10. Declaration ethical buying policy

Proviron subscribes ethical buying policy and practices.

11. Confidentiality clause

All data mentioned in the order or contracts are strictly confidential and may not be communicated to third parties. Proviron may not be used as a reference without our written approval.

12. Incoterms

When using an Incoterm the latest version of the Incoterms will be applicable.

13. Payment

Net 30 days after end of the month date of invoice.

Rev. 23/03/2012