A sales contract is only concluded upon written confirmation by the Seller (including by electronic means), or by performance of the contract by the Seller.
The Buyer is responsible for ensuring that all permits, licenses, exchange approvals, customs formalities and governmental authorizations required for the import, export or resale of the goods are obtained prior to entering into the contract.
Failure to obtain such permits or authorizations shall not entitle the Buyer to cancel the contract or suspend performance, and shall not release the Buyer from its payment obligations.

Unless expressly agreed otherwise in writing, all sales are governed by the ICC Incoterms® 2020. The applicable Incoterm shall be as stated in the sales confirmation.

The Seller acts as an independent trader and does not manufacture or process the goods sold. The goods are sold in accordance with the specifications, descriptions and quality standards as confirmed in the sales confirmation and/or by the Seller’s supplier. The Buyer acknowledges that the goods may consist of non-prime material and accepts the characteristics inherent thereto. Consequently, some deviations in description/specifications can occur. Material is sold strictly on “as is / where is”. Unless expressly agreed otherwise in writing, the Seller gives no warranty as to fitness for a particular purpose or end-use.

All prices are net, exclusive of VAT, duties, taxes, levies, customs charges or similar charges, unless expressly stated otherwise.

Prices are based on the conditions prevailing at the time of contract conclusion.
In the event of unforeseeable circumstances beyond the Seller’s control which materially affect the cost of performance (including but not limited to freight surcharges, insurance increases, governmental measures or market disruptions), the Seller reserves the right to adjust the price accordingly.

Unless otherwise agreed in writing, all invoices are payable in full at sight, without set-off or deduction.

Payment shall be made in the currency and to the bank account indicated on the invoice.
In case of late payment, the Buyer shall automatically and without prior notice be liable for:

• interest at a rate of 8% per annum from the due date; and

• a fixed compensation of 10% of the outstanding amount, without prejudice to the Seller’s right to claim additional damages and costs.

If payment is agreed by Letter of Credit, only irrevocable and confirmed Letters of Credit are acceptable, unless expressly agreed otherwise.
Any delay or deficiency in opening or confirming a Letter of Credit shall automatically extend the Seller’s delivery and performance obligations. All costs related to delay in the performance of the agreement due to Buyer shall be invoiced to Buyer.

Notwithstanding delivery and transfer of risk under the applicable Incoterm, title to the goods shall remain with the Seller until full payment of all amounts due under the contract has been received.

Delivery dates are indicative only and do not constitute a strict obligation.
Risk shall pass to the Buyer in accordance with the applicable Incoterm.
Failure by the Buyer to take delivery in due time entitles the Seller, at the Buyer’s cost and risk, to store, insure, redirect or resell the goods, without prejudice to the Seller’s other rights.

The Buyer accepts that transport documents (including Bills of Lading) may contain remarks customary in the steel trade relating to condition, packing, rust, deformation or handling of the goods.
Such remarks shall not constitute non-conformity or grounds for refusal of the goods.

Any claim relating to quantity, quality or conformity must be notified to the Seller in writing without delay and in any event within 30 calendar days following arrival of the goods at destination. Claims must be supported by an inspection report issued by an internationally recognized independent surveyor.
Failure to comply with these requirements shall result in forfeiture of the Buyer’s claim.

The Buyer expressly acknowledges that surface rust, atmospheric rust, staining, deformation or similar characteristics are inherent to non-prime steel products and/or transport conditions and shall not constitute a defect or non-conformity.

The Seller shall only be liable in case of proven fraud or wilful misconduct.
In all other cases, the Seller’s liability shall be limited to the invoice value of the goods concerned. The Seller shall under no circumstances be liable for indirect or consequential damages, including loss of profit, loss of production or loss of market.

The Seller shall not be liable for failure or delay in performance due to events beyond its reasonable control, including but not limited to acts of God, strikes, pandemics, governmental measures, transport disruptions or supplier failure.
In such cases, the Seller’s obligations shall be suspended for the duration of the force majeure event.

Unless expressly agreed otherwise, the Buyer is responsible for arranging adequate insurance coverage in accordance with the applicable Incoterm.
The Seller bears no responsibility for uninsured or underinsured losses.

The Buyer is solely responsible for compliance with all applicable trade, customs, anti-dumping and import regulations in the destination country.
The Seller bears no responsibility for any duties, penalties or claims arising therefrom.

The Buyer may not assign or transfer the contract or any rights thereunder without the Seller’s prior written consent.

All contracts shall be governed exclusively by Belgian law, excluding its conflict-of-law rules and the UN Convention on the International Sale of Goods (CISG).
The courts of Antwerp, Belgium, shall have exclusive jurisdiction, without prejudice to the Seller’s right to initiate proceedings before any other competent court.