I. General – Scope of application
1. Our general terms and conditions of sale for online orders (hereinafter referred to as the ‘terms and conditions of sale’) apply exclusively to our deliveries made in the context of our range of goods and services on our website www.balluff.com/local/be/home/ (hereinafter referred to as the ‘shopping basket system’. We do not accept your contradictory, differing or general terms and conditions of sale which are not included in these terms and conditions of sale unless we have consented to this in writing. This also applies if, notwithstanding our knowledge of contradictory provisions or provisions that are not included in our terms and conditions of sale, we make the delivery without reservation.
II. Concluding the agreement – Technical steps for concluding the agreement
1. The presentation of products on our website is not a legally binding contract proposal on our part, but only a non-binding invitation to you to order products. You make a binding offer if you follow the ordering procedure and enter the information requested and click on the ‘pay for order’ button in the final step. We confirm receipt of your order immediately by means of an automatically generated e-mail (order confirmation). This differs from the order confirmation which we send in a subsequent step and which leads to the concluding of an agreement.
2. The following technical steps must be taken to conclude the agreement: on our website www.balluff.com/local/be/home/ you use the product selector or you enter a search term directly to go to the description of a product which you can place in your shopping basket without any obligation by clicking on the ‘add to shopping basket’ button. You can view the contents of your shopping basket at any time without any obligation by clicking on the ‘shopping basket’ button. You can remove items from the shopping basket using the recycle bin icon. If you wish to purchase the products in the shopping basket, click on the ‘checkout’ button and a new page opens. You can carry out the purchase transaction as a registered customer or without registering. To register, you must enter your e-mail address and click on the ‘continue with registration’ button. Using your e-mail address – or other data which you must enter if you do not have an account with us – we check whether you can use our range. You create your personal password, which is linked to your e-mail address (your login), during the registration process. Having done this, registration is no longer necessary for subsequent orders. You simply have to enter your e-mail address and password. In a following interim step you have the option to modify the billing address and delivery address data. To make this possible, we display the addresses that you entered during the registration process (for new customers) or which are stored in our system (for customers with an account). Here you have another opportunity to check and correct all data using the delete or modify functions. If you want to make a purchase transaction without registering, click on the ‘without registering’ button and enter your company information and address details once during the following step. Once again you will have the opportunity to correct these data using the delete or modify functions. In the last step, you can select or modify the means of payment and complete the ordering procedure by clicking on the ‘pay for order’ button. We save your order on a linked page, where you can view, save and print it together with these terms and conditions of sale. You can view previous orders in the customer zone under ‘my orders’.
III. Information obligations – Password
1. If you use our shopping basket system, you are obliged to provide correct, complete data. If specific items of data change, in particular your name, address, VAT number and e-mail address, you are obliged to inform us of these changes immediately by modifying the data in the system. If you fail to provide this information or if you provide incorrect or incomplete data at the outset, we have the right to cancel this agreement - if an agreement has already been concluded. You must ensure that the e-mail address that you have entered is accessible immediately as soon as you have entered it and that receipt of e-mails is not impeded by auto-forwarding, deleting the address or a mailbox with no available space.
2. You need a password to place an order. You are obliged to keep your password safe and to ensure that it cannot be lost, so that third parties cannot gain access to it. If you lose the password, you must inform us immediately. This can be done by e-mail. As soon as we have been informed, we will block access to the secure zone immediately. If a third party has discovered the password due to your negligence, you will be fully liable for orders placed using this password until the time when the loss is reported to us.
IV. Delivery – Delivery term – Extension of delivery terms – Partial deliveries
1. An estimated delivery term is indicated for all products without any obligation. We inform you of the valid and exact delivery term in the order confirmation. In principle, and unless expressly agreed otherwise, these terms are not fixed dates.
2. Deliveries are only made to locations in Belgium and the Grand Duchy of Luxembourg.
3. The delivery term is properly extended if:
- non-compliance with the delivery term can be attributed to force majeure, i.e. unforeseen circumstances that are beyond our control and responsibility (e.g. government measures and approvals ((whether justified or not)), fire, floods, storms, explosions or other natural disasters, operating disruptions). This also applies when such an event occurs during a delay in delivery or on the premises of one of our suppliers;
- the necessary approvals or documents from third parties that must be provided by you are handed over belatedly;
- you do not provide the required information on time.
you do not provide the required information on time.
V. Force majeure – Termination – Self-supply reservation – Transfer of risk
1. Should be we unable, due to reasons of force majeure (cf. IV.3) to make the delivery within a reasonable period, both parties have the right to cancel the agreement in full or in part. This also applies if it subsequently becomes impossible to fulfil the agreement due to reasons beyond our control. In such cases, no compensation can be claimed. If one of the parties is considering cancelling the agreement for the above reasons, it must inform the other party of this immediately.
2. We are released from our delivery obligation if, through no fault of our own, we have not received the correct goods on time which are necessary to fulfil the agreement.
3. Unless expressly otherwise agreed, the risk of inadvertent loss or accidental deterioration of the goods is transferred to you as soon as the goods are handed over to the transport firm and at the latest upon leaving the warehouse. If the delivery is delayed for reasons attributable to you, the risk is transferred to you from the moment when you are informed that the goods are ready to be shipped.
VI. Retention of ownership
1. We remain the owner of the goods delivered until payment in full of all your obligations arising from your business relationship with us. This also applies if the price for certain deliveries of goods indicated by you has been paid.
2. Any combining, mixing or processing of the goods delivered must be done by us as the manufacturer, but without any obligation for us. If the (joint) ownership lapses due to combining, mixing or processing of goods, then it is agreed that (joint) ownership of the new product is transferred to us proportionally on the basis of the amounts invoiced for the products that have been combined, mixed or processed. You retain the (joint) ownership at no cost to us.
3. Resellers have the right, until revoked, to resell products in a normal business situation. We can withdraw this right if you discontinue payments, incur payment arrears or if there is actual proof that your financial situation has worsened after the agreement is concluded or if, after the agreement is concluded, other facts warrant the assumption that our right to compensation is jeopardised due to reduced assets. For goods of which we are (joint) owners, as a precaution you hereby transfer all your claims based on reselling or other legal grounds to us, up to the amount of the book value of the goods in question that have been delivered. Upon request, you are obliged to provide written deeds of renunciation. In a normal business situation, you are authorised until further notice to collect the transferred claims in your own name. The authorisation to collect can be revoked under the same conditions as the right of resale in a normal business situation.
4. Pledging or liens are not authorised. You should inform us immediately of any pledge or seizure or of any other decisions or measures taken by third parties.
5. If you so wish, we will release the securities of our choice, if the value exceeds our claims by more than 20%.
VII. Claims owing to defects – Obligation to report defects
1. Unless expressly otherwise agreed, the nature and properties of use are settled exclusively and definitively in the data sheet for the product or the manual for the product.
2. We agree that in the event of additional services (repair or additional delivery), preference will be given to the cheapest option, provided you are not disadvantaged.
3. Complaints owing to incomplete or incorrect deliveries must be reported to us in writing immediately and at the latest within seven calender days of delivery (visible defects) or after confirmation of the defects in writing. Otherwise, claims for defects are not accepted.
4. Claims for defects lapse within 24 months of the transfer of risk. This does not apply for claims due to defects in products that are subject to wear and tear (e.g. opto-electronic sensors, mechanical sensors, Micropulse displacement measuring systems, magnetic encoded displacement and angle measuring systems, inductive couplings and accessories, classified by Balluff as such (e.g. cables, connectors, clamps, etc.)). These lapse within 12 months of the transfer of risk. These provisions do not apply if longer prescription periods are stipulated by law or in the event of liability for harm to life, physical injury or harm to health, as well as in the event of liability for damage further to obligations which have not been fulfilled deliberately or due to negligence.
5.Insofar as a certain number of activations or cycles is agreed for a product, this agreement applies only until the prescription periods indicated under VII.4 have lapsed. If the number of activations or cycles agreed for a product is reached before the prescription periods indicated under VII.4 lapse, then all claims resulting from such an agreement are terminated. Furthermore, a provision on the number of activations or cycles can only come into force if the product is used in the environmental conditions described in the product data sheet or product manual.
6. Claims owing to defects are excluded among other things in the event of:
- failure to observe and report the defect properly and in good time in accordance with VII.3 and VII.4; - unauthorised subsequent modification of the item delivered, unless it can be proved that the defect was not caused by these modifications; - defects that are the consequence of natural wear and tear, improper use or incorrect storage.
7. Compensation may only be obtained in accordance with Article IX.
VIII. Industrial ownership rights and copyright – Legal defects
1. Unless expressly otherwise agreed, we are only obliged to deliver free of third-party industrial ownership rights (hereinafter referred to as ‘protected rights’) in the country where production and delivery take place. Protected rights are patents, utility models and designs, brands, including applications for these, as well as copyrights. If a third party lodges legitimate claims against you owing to the infringement of protected rights on the basis of products delivered by us, we are liable as follows during the period specified under VII.4:
2. We will, at our discretion and at our expense, either obtain a right of use for the product concerned or adapt it such that the protected right is not infringed, or exchange it. If it is not possible for us to do this under reasonable conditions, you have the right to legal revocation or a reduction of the amount payable. Our duty to pay compensation for damages is set out in Article IX.
3. The obligations set out above apply only if you have informed us immediately in writing of the claims that these third parties have lodged, you have not acknowledged the infringement and negotiations for an amicable settlement are reserved for us.
4. You cannot make any claims if you are solely responsible for infringement of the protected rights.
5. Moreover, you cannot make any claims if the infringement of the protected rights is attributable to an application that we could not have foreseen or because you have modified the product in an unauthorised way.
6. More extensive claims or claims settled other than in this Article VIII. owing to legal defects against us or our agent are excluded.
1. We are only liable for compensation payments and the compensation of unsuccessful attempts owing to shortcomings in the delivery or owing to infringements of other contractual and non-contractual obligations, in particular unlawful acts, in the case of intent or serious negligence. This limitation of our liability does not apply in the event of harm to life, physical injury or harm to health, in case of the takeover of a guarantee or a purchase risk, or in case of non-compliance with essential contractual obligations and liability in accordance with the law on liability for defective products.
2. Compensation owing to non-compliance with essential contractual obligations is limited to the replacement of contract-specific damage, which we should have foreseen as a possible consequence on the basis of conditions clear to us on concluding the agreement, insofar as there is no question of intent or serious negligence or of harm to life, physical injury or harm to health, of taking over a guarantee or a purchase risk or of liability in accordance with the law on liability for defective products.
3. Contract-specific foreseeable damage as referred to in Article IX.2 is: (a) per claim: maximum claim equal to the net purchase price of the contract concerned; (b) per calendar year: maximum claim equal to the net turnover based on the products that you purchased from us in the previous calendar year. In the first year in which we have an agreement, the maximum claim is equal to the turnover based on the products that you purchased from us until the incident giving rise to the claim occurred. In any case, contract-specific foreseeable damage as referred to in Article IX.2 is never indirect damage (e.g. loss of earnings or damage further to interruptions in production).
4. Irrespective of Article XI.3, when determining the amount of compensation that we owe you, our economic circumstances, the scope and duration of the trade relationship, a possible contribution from you owing to causation of the costs and/or fault ,and extremely unfavourable installation of the product, are taken into account in our favour. In particular, the compensation, costs and efforts that we have to make must be proportional to the value of the product.
5. All limitations of liability also apply to our agents and subordinates.
6. The above arrangement does not imply any change in the burden of proof to your detriment.
7. Essential contractual obligations as referred to in Articles IX.1 and IX.2 are obligations that ensure first and foremost that the agreement can be properly implemented if they are met, and which you can rely on being met.
X. Prices – Terms and conditions of payment
1. Our prices are net prices exclusive of VAT, packaging and shipping costs (flat-rate shipping costs).
2. We offer you the following payment options:
Payment in advance: you are obliged to transfer the invoice amount to one of our accounts within 10 working days of the agreement being concluded. The account number is stated on the order confirmation.
Payment after invoice: unless expressly otherwise agreed, in case of payment after invoice you are obliged to transfer the invoice amount to the account indicated on the invoice within 30 days of the invoice date, although not before receipt of the goods.
By credit card: the purchase price is payable immediately upon ordering. In case of credit card payment, the amount is debited at the time of shipping. We use SSL encryption to protect your personal data.
XI. Offsetting – Securities – Waiver
1. Your claims can only be offset against ours if we acknowledge your claims, they are undisputed and lawfully established or if they are reciprocally linked to our claim. The same applies for retention rights and refusal to deliver; you can only exercise a retention right if your counter-claim is based on the same contractual relationship.
2. Where there is factual proof that the financial situation worsened after the conclusion of the agreement or if other facts emerge after the conclusion of the agreement and justify the assumption that our claim to compensation is jeopardised due to reduced assets, we have the right to demand reasonable securities for our services and/or revoke the payment terms granted, including for other claims. If you are unable to provide the reasonable securities that we request within an appropriate period, we may terminate the agreement. Existing claims for services already provided or owing to delay remain unaffected.
3. Claims under this contractual relationship may only be waived after our prior, written consent. It is not possible to require us to grant such consent.
XII. Obligations in the event of resale
1. If the product delivered is resold, you are obliged to comply with the Belgian regulations on foreign trade, the European Regulation on ‘dual use’ products (Regulation (EC) No 428/2009) and the US export administration regulations (EAR) – in each case in the versions valid at the time – and oblige your customers to do likewise.
2. You should compensate us for all losses and costs that arise if you fail to comply with the obligations in this Article XII. and indemnify us against claims from third parties.
XIII. Taking back electrical appliances – Taking back packaging
1. If we are obliged to do so by legal provisions (e.g. in accordance with the European directive on waste electrical and electronic equipment), at your request we will take back the products delivered after use and dispose of them in accordance with the legal provisions; you shall pay the costs of returns and processing.
2. If we are obliged to do so by legal provisions, we will also take back transport packaging at your request; you will bear the costs of carriage for transport packaging.
XIV. Data protection
1. We collect, process and store personal data exclusively in accordance with the provisions of the Belgian regulations on this matter. You will find more information about this in our declaration on data protection.
XV. Place of execution – Competent court – Applicable law
1. The place of execution for the obligations resulting from the contractual relationship is Leuven. For disputes that fall under the material competence of the courts, the courts of Brussels are competent. If we so wish, we have the right to lodge a claim in the place where you are established.
2. The courts of Brussels (Belgium) have sole jurisdiction to hear disputes that fall within the substantive jurisdiction of the courts. We are entitled to disclose your registered office in court.
3. Belgian law alone applies, with the exception of the provisions on conflicts of laws. Additional provisions on software: insofar as we allow you to use software as part of or in relation to our delivery (hereinafter referred to as ‘software’) whether or not in return for payment, the following provisions also apply. In the event of contradictions between provisions above and below, the provisions set out below take precedence as far as software is concerned:
XVI. Rights of use
1. We give you the non-exclusive right to use the software for the purpose for which it is intended. The scope of the intended use is stipulated in the data sheet relating to the software or the manual belonging to the software. The right of use is limited to the period agreed; in the absence of such an agreement, the right to use is unlimited in time.
2. You may only use the software with the hardware indicated in the data sheet or the manual and if this is not indicated only with the hardware that is supplied with the software. Our prior, written consent is required for use of the software with another device. In the event of culpable non-compliance with this obligation, we have the right to demand reasonable compensation, notwithstanding other claims.
3. If various devices are indicated in the data sheet or the manual, you may only use the software simultaneously on one of these devices (single licence), unless exceptionally a multiple licence is agreed (see Article XV.12). If various workplaces are connected to a device on which the software can be used independently, a single licence relates only to one workplace.
4. The software is delivered only in machine-readable form (object code).
5. You may copy the software only for security purposes (back-up copy). Furthermore, the software may only be copied if a multiple licence is granted exceptionally.
6. You are not authorised to alter, reverse or translate the software or delete parts of it. You must not delete any alphanumerical and other identification codes from the data carriers and must transfer them unaltered to any back-up copy.
7. We grant you the right – which may be revoked for valid reason - to transfer the right to use the software to a third party. A transfer to third parties may only take place together with the hardware that you received together with the software. In the event of the transfer of a right to use to a third party, you should ensure that the third party‘s right to use the software is limited to that which is granted to you in accordance with these terms and conditions of sale and the applicable data sheet or manual, and that at least the existing obligations from these terms and conditions of sale relating to the software are imposed on the third party. In the event of a transfer, you may not keep any copies of the software.
8. You are not authorised to grant sub-licences.
9. If you transfer the software to a third party, you are responsible for compliance with the obligations concerning performance. In the event of culpable non-compliance, you must indemnify us as regards all obligations and claims resulting from this.
10. If we transfer software to you for which we only have a derived right of use (third-party software), the terms and conditions of use agreed between us and our licenser also apply; these take precedence over the provisions of this Article XV. If we transfer open source software to you, the terms and conditions of use to which the open source software is subject also apply. These take precedence over the provisions of this Article XV. We will refer to the existence of terms and conditions concerning the use of transferred third-party software and open source software in the data sheet or the manual. Upon request, we will provide the terms and conditions of use for you to read. In the event of non-compliance with these terms and conditions of use, in addition to us our licenser is also entitled to exercise the resultant claims and rights in his own name.
11. To use the software on various devices or at various workplaces simultaneously, you need a separately agreed right of use. The same applies to the use of software in networks, even if the software does not have to be copied for this. In the aforementioned cases (hereinafter referred to as ‘multiple licence’), the following provisions (a) and (b) also apply; these take precedence over the provisions of Articles XV.1 to XV.11: (a) a precondition for a multiple licence is express, written confirmation from us stating the number of copies you are permitted to make of the software and the number of devices or workplaces at which the software may be used. Article XV.7 applies for multiple licences, it being understood that you can only transfer multiple licenses to third parties if they are transferred together with all the devices on which the software many be used. (b) You must comply with our guidelines on copying which you have received from us together with the multiple licence. You should note where all copies are located and provide us with this information upon request.
XVII. Transfer of risk
If the software is transferred using an electronic means of communication (e.g. via the internet), the risk of inadvertent loss or accidental deterioration of the software passes to you as soon as the software leaves our sphere of influence (e.g. during downloading).
XVIII. Duty to cooperate and liability
1. You must take all necessary and reasonable measures to prevent or limit damage caused by the software. In particular, you must make regular back-ups of programs and data.
2. In the event of culpable non-compliance with this obligation, we are not liable for the consequences, in particular for the recovery of lost or damaged data or programs. This regulation does not imply any alteration of the burden of proof.
1. Claims owing to defects of the software lapse within 12 months of the transfer of the risk. These provisions do not apply if longer prescription periods are stipulated by law or in the event of liability for harm to life, physical injury or harm to health, as well as in the event of liability for damage further to obligations which have not been fulfilled deliberately or due to negligence.
2. As defects of the software we accept only deviations from the specifications as described in the data sheet or the manual that are proved by you and can be reproduced. There is no defect if this does not appear in the most recent version of the software transferred to you and use thereof is acceptable to the consumer.
3. Claims owing to defects are not admissible:
- in the event of damage further to improper handling or negligent use of the software;
- in the event of damage further to exceptional external influences not provided for in the agreement;
- in the event of modifications made by you or third parties and the consequences thereof;
- in the event of software that is extended by you or third parties beyond the interface we intended;
- if you do not ensure that the software is compatible with the computers that you use.
4. Additional services are regulated as follows in the case of software: as a replacement we supply a new edition (update) or a new version (upgrade) of the software, insofar as this is available to us or can be obtained subject to reasonable efforts.
XX. Industrial ownership rights and copyright – Legal defects
If a third party lodges legitimate claims owing to an infringement of protected rights relating to the software, we are liable in accordance with Article VIII for the period as stipulated in Article VIII.