Terms & Conditions

1. General/Validity domain

Present General Commercial and Delivery Conditions, hereafter named GCDC, are valid for the entire Commercial relationship with the Buyers, Customers, Representatives or other Contractual Partners, hereafter named Purchaser. The Purchaser acknowledges for the contract on hand and also for all future commercial dealings as binding, in which the Company Wood Transformation + Technology bvba (W.T.+T.bvba ) , in the further text of these Conditions named as Seller, acts as Seller, without the need for further indication to the General Commercial and Delivery Conditions. Each abberant agreement or promise needs the confirmation in writing by the Seller. This is in particular also valid for agreements of the Buyer with commercial responsibles of the Seller. The Buyer waives also the validation of characteristic Purchasing Conditions. These are explicitly contradicted by the Seller, neither are they by silence or delivery of the content of the contract by the Seller.

2. Conclusion of the agreement

2.1.Offers from the Seller are always without engagement and not binding. An agreement is only concluded through the order conformation in writing or the execution of the order accomplished by the Seller.
2.2. Use of the brand name „MicroWOOD®“ : herefore additional commercial conditions which have to be agreed by the Buyer are applicable, see 8. „Use of brand name“.

3. Delivery

3.1. Ordered goods are delivered as soon as possible.
3.2. Delivery terms are indicated as approximately, a fixed delivery term is explicitly excluded. Responsibility for the delivery at a fixed time is not assumed.
3.3. Part deliveries are permitted when required.
3.4. If the Seller, on grounds of force majeure (especially at strike, lock-out, lack of materials, transport- or factory blockade), is not able to fulfil the agreement or fulfil it timely, he is allowed to withdraw from the agreement without compensation.
3.5. If the Buyer is in delay with the payment of an earlier delivery, than the Seller is entitled to hold back deliveries, without obligation of indemnification of damages under the circumstances.
3.6. The Seller is not obliged to deliver goods which are not in production anymore, which are not stocked anymore or which are removed from the catalogue.
3.7. The Seller reserves himself the right to refuse orders and deliveries. Especially at non-fulfilment of the additional commercial conditions Use of brand name. See 8. „Use of brand name“

4. Transport and transfer of risk

4.1. The transport of the ordered goods happens at the expenses of the Buyer ex works Liedekerke Belgium, if not stipulated otherwise.
4.2. The Seller reserves himself the right, at his choice, to deliver the leading orderers only at cash on delivery or cash with order.
4.3. The risks are transferred to the Buyer, at the moment the shipment is handed over to the person who handles the transport. This is also valid, when the delivery is free house. If the shipment is delayed on request of the Buyer, the risks are transferred to him with mention ready for shipment. If the goods are collected by the orderer, the risks are transferred to the Buyer with mention ready for collection.

5. Payment

5.1. The prices of the Seller are valid ex works Liedekerke Belgium unpackaged, packaging costs are mentioned separately on the invoice or communicated at request.
In so far as not stipulated otherwise, payment has to be effected even with partial deliveries. The payment conditions mentioned on the invoice are in force.
All deliveries are effected with invoices, payment terms are valid from that date
14 calendar days after date of invoice, the Buyer has to pay the amount without deduction within that period. The actual price lists are valid.
5.2.For orders who are shipped to the EU or abroad, 50% of the amount of the invoice is required at the order, remaining amount 14 calendar days after date of invoice, the Buyer has to pay the amount without deduction within that period.
5.3. The payment will be effected in Euro, other currencies are not accepted. Eventual occurring transaction costs (bank charges etc.) are at the expenses of the Buyer. Incomplete payments are at the expenses of the Buyer.
5.4. Payments are only considered as effected at the moment of reception by the Seller. The risk of the way of payment is at the expenses of the Buyer.
5.5. Is the Buyer in delay with the payment, entirely or partially, then the Seller is entitled, without prefatory dunning, to request, from the due date on, omission interests at the rate of 10 (ten) percent on the actual bank rate of Fortis Bank Brussels. In which each started month is considered as a full month.
Also a compensation is required of 10 (ten) percent of the remaining open amount of the invoice, with a minimum amount of 125 €.
5.6. In case of payment delay, the Buyer binds himself to reimburse all the for the Seller originating costs, fees and expenses, from whatever claim these may result and these through prosecution of his entitled costs for the engaging of a concessioned collection agency or solicitor, as well as all by this caused pre- and extra legal operational costs.
5.7. The Buyer can not take into account any counter claims, i.e. they are uncontested or legally ascertained.

6. Ownership reservation

6.1. Until fulfilment of all claims, incl. all balance claims, which the Seller actually or in the future has under any legal grounds, the Seller reserves himself the right of ownership of the delivered goods (reservation goods).
6.2. The Buyer can not dispose of reservation goods.
6.3. By intervention of third parties, especially legal executioners, on the reservation goods, the Buyer has to draw the attention to the ownership of the Seller and inform them immediately. Costs and damages are at the expenses of the Buyer.
6.4. At damaging conduct of the Buyer – especially not respecting the additional commercial conditions Use of brand name. see 8. „Use of brand name“ is the Seller entitled to withdraw, at the expenses of the Buyer, all manufactured products, which are sold under the brand name „MicroWOOD®“ and are protected in the EU under the nr. 4202181, and to destroy them. Furthermore a damage indemnification of a minimum amount of 50.000,-Euro has to be paid to the Seller by right.

7. Guarantees, warranties and compensation

7.1.Delivery of a natural product, „MicroWOOD®“ real veneer wood, which is manufactured and sold by the Seller, exists of natural kinds of wood.
Wood is a natural product. This makes every item unique!
Therefore colour deflections or structural differences are no reason for complaints. This is also valid for small cracks or holes. Protect the materials for sunbeams, humidity fluctuations and desiccations.
7.2. Deliveries have to be examined immediately after receipt for conformity. Explicit material complaints, erroneous deliveries and quantity deflections have to be notified immediately by the Buyer to the Seller, in writing and within 5 working days with precise mention of the errors and with indication of the delivery voucher-/invoice number. Each claim later than this term will be considered as unfounded.
7.3. The replacement amount for all damages endured by the Buyer by using the product or developed at whatever third parties, due to claims about the product, due to the use of the product – even if this occurs following the instructions of the Sellers – or due to whatever severe fact, the responsibility of the Sellers is limited to maximum the value of the delivered products. The Buyer and the user expliciltly release the Seller of all responsibilities for following damages.
7.4. Non-reception of a shipment has to be notified in writing to the Seller at the latest eigth days after receipt of the invoice.
7.5. When the Buyer does not comply immediately with the request for return of the rejected goods or does not fulfil the claim requests with regard to time, form, contents etc., the warranty obligation is cancelled.
7.6. Material claims do not relieve the Buyer from his payment obligations towards the Seller.
7.7. Founded material claims are solved – at the choice of the Seller – by replacement delivery or credit note. Further warranties are not accepted by the Seller.

8. Use of brand name „MicroWOOD®“

8.1. In dubious cases, the licence conditions/GCDC of the Seller are always valid.
8.2. The by the Seller offered products and also all other products which are manufactured from veneer sheets or veneer – or will be have the brand name „MicroWOOD®“ and are protected in the EU under the nr. 4202181.
8.3.The Buyer obliges himself, in writing, to inform all his Buyers (customers) and the users and further adapters of the products also the so called third parties that the brand name „MicroWOOD®“ has to be placed and marked at a proper place at each use or sale of products on the goods, packaging, publicity materials, Internet, catalogues, brochures etc. as follows: “MicroWOOD®“ maple, beech etc. or „This product has been manufactured from MicroWOOD® veneer“ or in other fitting writing in text course . . . .„MicroWOOD®“. . . . . .
Exceptions have to be requested in writing.
8.4. At damaging conduct of the Buyer – or at constatation by the Seller that products are offered by the Buyer and his buyers, customers, users and other so called third parties, from the materials of the Seller of the brand name „MicroWOOD®“ yet offer, sell, picture, present goods, packaging, publicity materials, Internet, catalogues, brochures etc., without marking of the brand name „MicroWOOD®“ (see 8.3.) the Seller is entitled to withdraw, at the expenses of the Buyer, all manufactured products, which are sold under the brand name „MicroWOOD®“ and are protected in the EU under the nr. 4202181, and to destroy them. Furthermore a damage indemnification of a minimum amount of 50.000,-Euro has to be paid to the Seller W.T.+T. bvba by right.
8.5.We point explicitly to the fact that from the materials of the brand name „MicroWOOD®“ no lamp shades or other light sources in electrical form as e.g. standing-, wall-, desk lamps etc. may be manufactured, without licence agreement in writing.
8.6.Furthermore no enveloppes in whichever form may be manufactured from the materials of the brand name „MicroWOOD®“. Furthermore no ring-, presentation folders, filing folders, insert cards, insert CD sleeves and whichever way of packaging of food-, drinks-, tobacco-, covering industries etc. may be manufactured from the materials of the brand name „MicroWOOD®“.
This is only and exclusively reserved for the manufacturer of the brand name „MicroWOOD®“.
At damaging conduct of the Buyer – or at constatation by the Seller that products are offered by the Buyer and his buyers, customers, users and other so called third parties, from the materials of the Seller of the brand name „MicroWOOD®“ yet offer, sell, picture, present goods, packaging, publicity materials, Internet, catalogues, brochures etc., without marking of the brand name „MicroWOOD®“ (see 8.3.) the Seller is entitled to withdraw, at the expenses of the Buyer, all manufactured products, which are sold under the brand name „MicroWOOD®“ and are protected in the EU under the nr. 4202181, and to destroy them. Furthermore a damage indemnification of a minimum amount of 50.000,-Euro has to be paid to the Seller W.T.+T. bvba by right
8.7.In some EU– and non-EU-countries, the Seller has already granted licence agreements, so in these countries the brand name „MicroWOOD®“ can not be sold anymore
8.8.Exceptions are only valid in writing.

9. Miscellaneous

9.1. Only the Belgian Law is applicable.
9.2. Brussels has been agreed as the exclusive Court domicile.
9.3. As far as separate conditions of these General Commercial and Delivery conditions are not workable, the remaining conditions of these are not affected. The parties are obliged to replace a non-workable condition by a workable settlement with retroactive effect, which approaches as close as possible the non-workable settlement scientific purpose. The same is valid for agreement lacunae.
9.4. The Seller is entitled to add, all during the course of the conclusion, by law raisable new taxes (incl. excise duties) or raises of already existing taxes, by which the manufacturing or delivery of the goods directly or indirectly is affected or has become more expensive, entirely to the agreed purchase price.