Terms and conditions of Anemo Engineering
GENERAL TERMS OF SALE AND DELIVERY ANEMO ENGINEERING bvba
Sales and deliveries by Anemo Engineering bvba shall be made exclusively in accordance with the following General Terms of Sale and Delivery (hereinafter referred to as "T&Cs"), which shall be accepted by Customer by the placing of an order or the receipt of delivery. They shall also apply to all future transactions of Anemo Engineering bvba with Customer. The application of Customer's conflicting or supplementary terms shall be excluded, even if such terms are not expressly objected to by Anemo Engineering bvba.
2. CONCLUSION OF CONTRACT
Offers by Anemo Engineering bvba shall be non-binding. A contract shall not become effective until it has been confirmed by Anemo Engineering bvba in a written confirmation of order and shall be governed exclusively by the contents of the confirmation of order and these T&Cs. Oral agreements or promises are only valid if they have been confirmed by Anemo Engineering bvba in writing.
Anemo Engineering bvba retains all rights in the sales documentation (in particular pictures, drawings, data on size and weight) and the samples. These items must not be made available to third parties and must be returned to Anemo Engineering bvba without undue delay on demand.
The prices at which Anemo Engineering bvba will supply the products to Customer shall be agreed upon between the parties.
If the agreed delivery date is scheduled more than four months after conclusion of the contract and if after conclusion of the contract, Anemo Engineering bvba faces unforeseeable cost increases with respect to the products, Anemo Engineering bvba may, at its reasonable discretion, increase the agreed prices accordingly, in particular in accordance with increases of the costs for labour, raw materials, storage, energy and transportation as well as increases of the applicable public taxes and duties.
Upon Customer's request, Anemo Engineering bvba shall prove these cost increases to Customer. Customer may request reasonable changes pursuant to this provision in the design, agreed-upon specifications for the products or in delivery schedules. Any such changes, including changes in the volumes, may result in price adjustments, which the parties agree to negotiate equitably. If the parties cannot agree on the price adjustment, Anemo Engineering bvba is not obliged to accept the requested changes.
The prices agreed do not include any applicable statutory VAT or other taxes and duties.
4. DELIVERY POINT & TRANSFER OF TITLE
Except as otherwise agreed, Anemo Engineering bvba will deliver the products ex-works from Anemo Engineering bvba ‘s respective manufacturing plant (Incoterms 2000 .EXW.). In case the Customer is established in a country of the European Union, Anemo Engineering bvba will deliver the products DDU in the city where the Customer is established.
Customer will be responsible for arranging for loading, freight and insurance from Anemo Engineering bvba ‘s manufacturing plant to its facility.
Delivery deadlines and delivery periods are only binding if they have been confirmed by Anemo Engineering bvba in writing and Customer has provided Anemo Engineering bvba in a timely manner with all of the information or documentation required for the performance of such delivery and Customer has paid any advance payments in the manner and amount as agreed upon by the parties. Delivery periods agreed upon by the parties shall begin on the date of the confirmation of the applicable order. In the event of additional or supplementary contracts, the delivery periods shall be extended accordingly.
With regard to products which Anemo Engineering bvba does not produce itself, the correct and timely self-supply shall be reserved.
If deliveries by Anemo Engineering bvba are delayed, Customer shall only be entitled to rescind the contract if Anemo Engineering bvba is responsible for the delay and after a reasonable grace period set by Customer has expired.
Should Customer be in default of the acceptance of delivery or should it be in breach of any other obligations to cooperate with Anemo Engineering bvba, Anemo Engineering bvba shall be entitled to reasonably store the object of delivery at Customer's risk and expense, without prejudice to its other rights. Anemo Engineering bvba may make partial delivery for good reason.
Anemo Engineering bvba will issue invoices or other forms of payment notice (such as EDI) to Customer. Except as otherwise agreed, all invoices are immediately payable in advance, meaning before the delivery of the products to the Customer. All payments must be made by bank transfer to the bank account mentionned by Anemo Engineering bvba, including bank charges. In the event the Customer is in default, Anemo Engineering bvba shall be entitled to demand default interest at a rate of 8 % above the base interest rate. The assertion of a claim for further damages due to the default shall remain unaffected.
If Anemo Engineering bvba has reasonable grounds to assume Customer’s impossibility to perform, Anemo Engineering bvba may demand additional other terms of payment from those agreed and/or a security. If such prepayments or security have not been rendered or Customer has not agreed to such changed payment terms even after the expiration of a reasonable grace period granted by Anemo Engineering bvba, Anemo Engineering bvba may, notwithstanding any further rights, partially or totally rescind individual or all of the contracts.
6. SET-OFF AND RETENTION
Customer is only entitled to a set off if its counterclaim is uncontested or has been finally adjudicated.
Customer is only entitled to assert a right of retention to the extent that its counterclaim is based on the same contract or is uncontested or has been finally adjudicated.
Anemo Engineering bvba warrants that the products have the agreed characteristics at the time of the passage of the risk.
The characteristics of the object of delivery shall exclusively be determined by the specific agreements made by the parties in writing with regard to the characteristics and features of the products.
Customer’s warranty rights require that the Customer inspects the object of delivery upon receipt without undue delay and notifies within ten days Anemo Engineering bvba about any defects without undue delay in writing. Hidden defects must be notified in writing without undue delay upon their discovery.
If the products are defective, Anemo Engineering bvba shall be entitled to remove the defect at its option by remedying the defects or delivery of replacement products, both free of charge to Customer. In the event of any notification of a defect, Anemo Engineering bvba shall have the right to inspect and test the products to which objection was made. Upon request of Anemo Engineering bvba, Customer shall return the defective products to Anemo Engineering bvba at the cost of Anemo Engineering bvba.
Customer shall grant Anemo Engineering bvba the necessary reasonable time and opportunity for remedying the defects or delivering replacement products. Customer is aware that Anemo Engineering bvba is only the sellor/distributor of the products, and not the manufacturer, so that Anemo Engineering bvba is in no case liable for damages that are due to defects in the products.
Should a defect not be removed or a replacement not be delivered within a reasonable time period granted by Customer or should the removal of a defect by remedy or the delivery of a replacement fail, should such remedy be unreasonable for Customer or has Anemo Engineering bvba refused such remedy, Customer may demand, at its option, the rescission of the contract or a reasonable reduction of the purchase price and/or damages pursuant, or the reimbursement of its futile expenses.
Items that have been replaced by Anemo Engineering bvba shall, upon Anemo Engineering bvba’s demand, be returned to Anemo Engineering bvba.
Goods returned without prior written agreement will not be accepted or credited.
Anemo Engineering bvba shall not assume any warranty for defects for which Customer bears responsibility such as inappropriate or improper use, faulty treatment or incorrect installation of the products by Customer. The period of limitations for claims for hidden defects shall be twelve months from the hand-over of the object of delivery to Customer.
The liability of Anemo Engineering bvba to pay damages is limited as follows:
In case of a breach of material contractual obligations Anemo Engineering bvba shall only be liable up to the amount of the typically foreseeable damage at the time of entering into the contract. Anemo Engineering bvba shall not be liable for the breach of a non-material contractual obligation.
The aforementioned limitation of liability does not apply for a liability under the product liability act, for damages caused by intent or gross negligence and for culpably caused personal injuries.
9. RECALL RESPONSIBILITY
During any recall or service campaign initiated by Customer, in order to correct defects for which Anemo Engineering bvba is responsible, Anemo Engineering bvba will supply products necessary for the campaign at its own expense. If Anemo Engineering bvba is responsible for the campaign, Anemo Engineering bvba will reimburse Customer for the reasonable costs of assembly and disassembly operations necessary to correct the defect. If the recall or service campaign is used to correct multiple defects, which are not solely attributable to Anemo Engineering bvba, Anemo Engineering bvba will pay its reasonable share of the costs attributable to correcting its defect.
Customer hereby releases, holds harmless, indemnifies and defends Anemo Engineering bvba from and against any loss, liability, claims, suits, and costs caused by, arising out of, or relating to the design of products supplied hereunder or the design of the packages or containers in which they are shipped, if such products, packages or containers are made in compliance with Customer’s design or specifications. Customer further releases, holds harmless, indemnifies and defends Anemo Engineering bvba from and against any loss, liability, claims, suits, and costs caused by, arising out of, or relating to the engagement of subcontractors designated by the Customer. If Customer resells the products, it shall indemnify Anemo Engineering bvba within their internal relationship against product liability claims of third parties to the extent the Customer is responsible for the defect causing liability.
11.INTELLECTUAL PROPERTY RIGHTS
11.1 NO LICENSE.
The sale of the products does not convey to Customer any right or license of any kind under any patent owned or controlled by Anemo Engineering bvba or under which Anemo Engineering bvba is licensed, but the foregoing shall not be understood to limit in any way the right of Customer to use and sell the products, in the event that the products sold hereunder are covered by any such patent.
Anemo Engineering bvba will own, and will be entitled to apply for patents or other intellectual property protection for, any developments it conceives in the course of supplying the object of delivery to Customer. To the extent that the use and sale by Customer of its products requires the use ofsuch developments, Anemo Engineering bvba hereby grants to Customer a royalty-free,non-exclusive, non-transferable, non-sublicensable, non-assignable license to use such developments for this purpose.
Anemo Engineering bvba understands that Customer will require service parts for 5 years following the final model year of production. During series production of the products, Anemo Engineering bvba will supply any necessary service parts at the then applicable prices. At least 2 years prior to the end of series production, Anemo Engineering bvba and Customer will agree on a spare parts production plan, which will include details of Customer’s anticipated service parts requirements and the prices at which Anemo Engineering bvba is willing to supply such, including any necessary set up and run charges, costs for assembly (if any), and the costs of any replacement tooling required for the production of service parts.
Events which are unforeseeable, unavoidable and lie beyond the sphere of influence of Anemo Engineering bvba and for which Anemo Engineering bvba does not bear responsibility, such as war, natural disasters, strikes, actions requested by governmental authorities or lack of transportation facilities, shall release Anemo Engineering bvba for the duration of such event from its obligation to make timely delivery or perform timely. Periods agreed upon between the parties shall be extended by the length of such disturbance, and Customer shall be informed of the occurrence of such disturbance in a reasonable manner. If the end of such disturbance is not foreseeable, or should it continue for more than two months, each party is entitled to rescind the contract.
14.OWNERSHIP AND DISPOSAL OF EQUIPMENT & TOOLING.
Any equipment or tooling which Anemo Engineering bvba constructs or acquires for use exclusively in the production of products for Customer at Anemo Engineering bvba’s expense is and will remain Anemo Engineering bvba’s property and in Anemo Engineering bvba’s possession and control.
Any equipment, materials or tooling owned, furnished or paid for by Customer will be carefully handled and stored by Anemo Engineering bvba while in Anemo Engineering bvba’s possession. Following the end of series production, or, if Anemo Engineering bvba is to supply service parts, the end of such supply, Anemo Engineering bvba may, by written notice to Customer, request Customer to make disposition of such at Customer’s expense. If Customer fails to do so even after a grace period set by Anemo Engineering bvba, Anemo Engineering bvba may make such use or disposition of said equipment or materials as it desires without liability to Customer.
15.RETENTION OF TITLE
The delivered products shall remain the property of Anemo Engineering bvba until any and all claims of Anemo Engineering bvba arising under its business relationship with Customer have been fully paid.
In the case of current accounts, this retention of title shall be deemed to be security of the claim for the balance to which Anemo Engineering bvba is entitled.
Customer shall only be allowed to sell the products subject to retention of title within normal and proper business transactions. Customer is not entitled to pledge the products subject to retention of title, grant chattel mortgages on them or make other dispositions endangering Anemo Engineering bvba ‘s title to such products. Customer hereby assigns its claim under the resale of the products to Anemo Engineering bvba, and Anemo Engineering bvba hereby accepts such assignment.
Should Customer sell the products subject to retention of title after processing or transformation or joining of such products with other goods or together with other goods, this assignment of claim shall only be agreed to in the amount of the portion equivalent to the price agreed to between Anemo Engineering bvba and Customer plus a safety margin of 10 % of this price.
Customer is granted the revocable authorization to collect in trust the claims assigned to Anemo Engineering bvba in its own name. Anemo Engineering bvba may revoke such authorization and the right to resell the products if Customer is in default of the performance of material obligations such as making payment to Anemo Engineering bvba. In case of revocation Anemo Engineering bvba is entitled to collect theclaims.
Any processing or transformation of the products subject to retention of title by Customer shall always be for Anemo Engineering bvba. If products subject to retention of title are processed with other goods, Anemo Engineering bvba shall acquire joint ownership of the new goods in the ratio of the value of the products subject to retention of title to the other processed goods at the time of processing. The same regulations applying to the products subject to retention of title shall otherwise apply to the new goods created by processing.
Should the products subject to retention of title be joined with other goods, Anemo Engineering bvba shall acquire joint ownership of the new goods in the ratio of the value of the products subject to retention of title to the other goods at the date of joining. Should the joining of the goods occur in such manner that Customer's goods are to be viewed as the main goods, it shall be deemed to have been agreed that Customer shall assign proportionate joint ownership to Anemo Engineering bvba. Customer shall hold the joint ownership created in such manner in custody for Anemo Engineering bvba.
Customer shall provide Anemo Engineering bvba at all times with all desired information concerning the products subject to retention of title or claims assigned to Anemo Engineering bvba under this contract. Attachments of or claims by third parties to the products subject to retention of title shall be immediately reported to Anemo Engineering bvba by Customer and accompanied by the necessary documents. Customer shall at the same time advise the third party of Anemo Engineering bvba ‘s retention of title. The costs of a defense against attachments and claims shall be borne by Customer.
Customer is obliged to treat the products subject to retention of title with care for the duration of the retention of title. Should the realizable value of the securities exceed all of Anemo Engineering bvba claims which are to be secured by more than 10 %, Customer shall be entitled to demand a release to such extent.
Should Customer be in default of material obligations such as payment to Anemo Engineering bvba, Anemo Engineering bvba may withdraw from the contract and demand back the products subject to retention of title and otherwise realize upon them for the purpose of satisfying its matured claims against Customer without prejudice to any other rights Anemo Engineering bvba may have. In such case, Customer shall grant Anemo Engineering bvba or Anemo Engineering bvba ‘s agents immediate access to the products subject to retention of title and surrender thesame.
In the case of deliveries to other jurisdictions in which the foregoing provisions governing the retention of title do not have the same security effect as in Belgium, Customer shall do everything to create equivalent security rights for Anemo Engineering bvba without undue delay. Customer shall cooperate in all measures such as registration, publication, etc.
which are necessary and beneficial to the validity and enforceability of such security rights.
On Anemo Engineering bvba’s demand, Customer is obliged to insure the products subject to the retention of title appropriately, to provide Anemo Engineering bvba with the respective proof of such insurance and to assign the claims arising from such insurance to Anemo Engineering bvba.
16.ENVIRONMENT, HEALTH, SAFETY AND SECURITY
If the employees, agents or representatives of either party enter upon the property of the other party, each party agrees to comply with the applicable company’s rules and regulations including its environmental, health, safety and security rules and regulations.
The goods supplied hereunder do have any necessary license for export to their country of destination. The Customer declares that he buys the goods not for dual-use. In case the Customer intends to buy goods for dual-use, the Customer shall previously inform bvba Anemo Engineering in written form of his intention. Any diversion by Customer to a different country may be prohibited, or require the Customer to receive a validated export license under applicable export control regulations.
Customer is liable for any change of the country of destination and the application and grant of the respective licenses and will indemnify and hold Anemo Engineering bvba harmless from any claims in connection with the change of the country of destination.
The laws of the Kingdom of Belgium shall apply with the exception of the UN Convention on Contracts for the International Sale of Goods (CISG). The Belgian version of the T&Cs is binding.
Exclusive venue for all disputes arising under the contractual relationship shall be the courts of Veurne (Belgium). Anemo Engineering bvba is entitled, however, to sue Customer at any other court having statutory jurisdiction.
Amendments of and supplements to the contract and these T&Cs and any side agreements must be in writing. The same shall apply to the amendment of this written form requirement.
If a provision of the contract and/or these T&Cs is fully or partially invalid, the validity of the remaining provisions shall remain thereby unaffected.
We take up the responsibility to keep private data of EU citizens safe and secure + not abuse or share it without the prior consent of the citizen.
You will be sent also a quarterly newsletter (which you can unsubscribe at any time). We use your email address also to get back into contact, for follow-ups of requests, to send invoices and general business communication. The term that we keep the email address is as long as the company you work at might have a potential need for the products we sell. You have the right to delete your email address in our database at any time.
Third parties we work with:
The place where we maintain our records, is an IT company called Trustteam, through the CRM program impact XRM
We use Acquia (Sint-Annaplein 34, 9000 Gent, Belgium), Alfanet (Neerstraat 43, 3980 Tessenderlo) or Antagonist (Neptunusstraat 27B, 7521 WC Enschede, the Netherlands) those companies host our websites and are responsible for our SSL websites. When you submit your email address on one of the hosted websites, this information is encrypted and sent to us.
our webdesigners Frank Beekman (Zwaantje 11, 8630 Veurne, Belgium) & the company Omega Websolutions (Beernemsteenweg 116, 8750 Wingene, Belgium) & the company Faromedia Charles Leyslaan 34, 8670 Koksijde have access also to your data
We receive your data through the platform office 365, company Microsoft (1 Microsoft Way, Redmond WA 98052 USA) ; your data is maintained on the servers of an IT company called JFK (Ooststraat 72, Veurne, Belgium)
Our bookkeeping Hosten & Brackx, (Eduard de Cuyperstraat 14, 8400 Oostende) can view it also if your name is listed on an invoice
Thanks to this program we can see quickly the country of a visitor on our website.
- GOOGLE (alphabet)
many different apps are used of the google platform. The password which is linked to google Analytics for anemo.eu is regularly changed (every 6 months)
For compliance check of the 3rd parties, we request you to verify their website.
1) Website visitor leaves contact details
2) This is received through the AQUIA or Alfahosting servers.
3) This data is then automatically sent with an email to the employee (received through office 365 platform that is hosted on the JFK servers or locally on the computer of the employee.
a. As this data is stored on the hosting servers, it can be also accessed by our webmasters who have login information of the wordpress or drupal platforms.
4) The data is then enlisted in the CRM program: we register the company name, country, email address, name, language of a person, there might be a function title, phone number or other miscelanious information added to the profile when the person later on emails us.
All data is protected, through encryption, as we use https
it is shared amoung the employees, as each has access to each other mailboxes and the same server.
Data leakage is prevented by not accepting strangers to the computers & labtops of the employees. Also when no employees are present, we have an alarm that prevents access to the computers (the managing director is immediately phoned on his mobile) The alarm code is regularly changed. Also all computers require a password to start up. Furthermore we use an encrypted connection when we remotely login to our network & server. We have also invested in 2017 in an increased security of the servers where our websites are hosted. This is monitored on a regular basis and updates are done by the company OMEGA websolutions.
A training on GDPR will be carried out to all new employees and also existing employees will have to sign the privacy statement.
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