1/ General conditions

Unless otherwise agreed upon in writing, these General Terms and Conditions shall fully apply to all offers and quotations drawn by EXTREMIS NV (Couthoflaan 20B, 8972 Poperinge, 0434.625.128 – hereafter “EXTREMIS”), to all agreements between EXTREMIS and her customer (“Customer”) and to all invoices of EXTREMIS, irrespective of whether the registered office of the Customer is located in Belgium or abroad and irrespective of where the delivery must be made, except if the parties have expressly agreed upon other terms and conditions in writing. By placing an order, the Customer accepts and takes note of these General Terms and Conditions without reservations. The general terms and conditions of the Customer are not applicable between the parties, unless they have been expressly accepted by EXTREMIS in writing.

By placing an order, the Customer accepts and takes note of these General Terms and Conditions without reservations.

The general terms and conditions of the Customer are not applicable between the parties, unless they have been expressly accepted by EXTREMIS in writing.

2/ Quotations - Conclusion of the contract

2.1 The description of the product is in accordance with the applicable legislation. The dimensions, characteristics and other data concerning the goods offered for sale are stated for informative purposes only and can be consulted as such on the website of EXTREMIS: www.extremis.com.

All offers and quotations are free of obligations and are not binding for EXTREMIS.

Orders shall only become final if accepted in writing by EXTREMIS or if delivered by EXTREMIS.

2.2 If the Customer amends or cancels the confirmed order, a flat-rate cancellation charge of 30%* of the agreed price (excluding VAT), with a minimum of €50, shall be payable as of right, without prejudice to Extremis' right to claim compensation for such damage that it can demonstrate having incurred.  

* The flat-rate cancellation charge shall be 100% of the agreed price (excluding VAT) if the amendment or cancellation relates to goods which were made to order or with a custom color.

3/ Prices

The prices shall be determined in EUR. The stated price is fixed and all inclusive, unless an explicit reservation is made with regard to supplements and notwithstanding article 4.

If VAT rates change prior to delivery, the overall price shall be adapted accordingly. The net price excluding VAT is equal to the sales price including VAT minus the dealer discount.

4/ Delivery

4.1 The delivery terms and periods are stated by way of indication only. A late or delayed delivery shall never give rise to compensation or cancellation of the order.

Unless agreed otherwise in writing, postage and other charges shall be borne by the Customer.

4.2 The Customer is obliged to take receipt of the goods at the agreed place and time. If, at the Customer’s request, changes are made to the delivery date, circumstances and/or address or if the customer provides EXTREMIS with incorrect information in this regard, EXTREMIS shall be entitled to pass on the price increase and the extra costs due to the incorrect information to the Customer.

4.3 All goods shall be supplied subject to retention of title until the Customer has completely fulfilled all his obligations towards EXTREMIS. The Customer is liable for any damage caused to the delivered goods of which EXTREMIS retains the right of ownership under the present article. The Customer is not entitled to use the goods subject to retention of title as security or to alienate them in any way. The Customer hereby acknowledges explicitly that he has taken cognizance of said retention of title before the delivery of the goods. The Customer is obliged to take due care of the goods subject to retention of title and shall store and keep them in a perfect state at a suitable and clean place.

Any advances will remain the property of EXTREMIS to compensate for any losses incurred during a resale, without prejudice to the right of EXTREMIS to claim compensation for the actual damages incurred.

4.4 Notwithstanding the retention of title, the risk shall pass to the Customer as of the moment of transfer of the goods to the Customer, at the latest when the goods are delivered at place according to Incoterm 2020 DAP.

4.5 Delivery can only take place when the Customer has complied with all its contractual obligations towards EXTREMIS, including timely payment of previous deliveries. EXTREMIS is entitled by law, without judicial authorisation and without any notice of default to postpone or even cancel the delivery of current or future orders until full payment of outstanding invoices.

5/ Complaints

5.1 EXTREMIS cannot be held liable for minor variations with regard to construction, size, weight, colour, design or any other quality, quantity or model related issues that do not cause the Customer any damage. The materials, finishing or design are subject to change for legitimate reason without prior notice.

EXTREMIS cannot be held liable for manifest errors of fact and printing errors.

5.2 Damage due to transport of shortage that is reasonably detectable by the Customer at the time of the delivery, must, under penalty of nullity, be notified to EXTREMIS at the time of delivery. This notification must contain a detailed description of the damage or shortage. Variations inherent to the material used shall not constitute ground for complaint.

5.3 Any other non-conformity and any visible defect must, under penalty of nullity, be notified to EXTREMIS by e-mail (info@extremis.be) at the latest five calendar days after delivery of the goods. This notification must contain a detailed description of the non-conformity or visible defect.

5.4 Complaints concerning hidden defects are to be reported to EXTREMIS by email (info@extremis.be) within five calendar days of the time they are detected by the Customer or could reasonably have been detected by him and at the latest 2 years after delivery of the goods. This notification must contain a detailed description of the hidden defect.

5.5 Complaints resulting from non-conformity, visible or hidden defects do not suspend the Customer’s payment obligation.

5.6 In case of an admissible and justified complaint concerning defects of the delivered goods, formulated within the above-mentioned periods, EXTREMIS will at its choice either replace the delivered goods free of charge, or pay fair damages amounting to the invoice value at the most. Any damage exceeding said amount shall consequently remain at the Customer’s expense.

6/ Liability

6.1 EXTREMIS (or its appointed agents, representatives or employees) shall only be liable for damage caused by the defectiveness of the goods produced and supplied by it or damage caused due to the execution of the order, if and insofar as that damage has been caused by its fraud, intentional error, gross negligence or its deceit. For other defects EXTREMIS (or its appointed agents, representatives or employees) shall not be liable.

In the event EXTREMIS is held liable for any damage the liability shall be limited to an amount equal to the invoiced amount for the order concerned or, if applicable, to the invoiced amount corresponding with that part of the order to which the liability applies. If the damage is covered by an insurance policy, the liability of EXTREMIS shall in all cases be limited to the amount that is actually paid by the insurer. EXTREMIS shall only be liable for direct damage. EXTREMIS shall never be liable for indirect damage, including, without limitation, consequential damage, loss of profits, missed savings and damage to third parties.

As far as EXTREMIS depends on the cooperation, services or deliveries of third parties to fulfill its obligations, EXTREMIS cannot be held liable for any damage resulting from their fault, including fraud, deceit, intentional error and/or gross negligence.

The Customer is exclusively responsible for the appropriate, safe and legal use of the delivered goods.

6.2 EXTREMIS can under no circumstances be held liable for the – partial or complete, temporary or permanent - nonperformance of an agreement in case of force majeure that hinders the proper performance of the agreement or renders it impossible, even if these circumstances were foreseeable at the time of closure of the agreement. Force majeure is understood to mean every event or circumstance beyond the control of EXTREMIS, such as risk of war, terrorism, general or partial strike (also at the suppliers of EXTREMIS), general or partial lock-out, weather or traffic conditions (including road works and traffic jams), governmental decisions, contagious diseases, operational accidents, fire, power failure, machine failure, as well as delivery failures by the suppliers of EXTREMIS and bankruptcy of the suppliers of EXTREMIS. EXTREMIS shall not be obliged to prove the imputable and unforeseen character of the circumstances constituting force majeure.

In no way shall force majeure entitle the Customer to terminate the agreement or to claim compensation.

Because the commitments of the Customer towards EXTREMIS imply in essence a payment obligation, force majeure on the side of the Customer is hereby expressly excluded.

6.3 All claims of the Customer against EXTREMIS shall become void two year after the supply of the goods concerned.

7/ Payment

7.1 Unless agreed otherwise, all our invoices are payable net and in cash at the delivery date. Failing any protest by registered mail, any invoice shall be considered as accepted within eight days of the date on which it was issued. The protest of an invoice does not suspend the payment obligation of the Customer.

7.2 In case of non-payment by the due date, the Customer shall be obliged to pay interests amounting to 1% per month, for each started month, ipso jure and without any notice of default being required. Furthermore, in case of total or partial non-payment of the debt by the due date, EXTREMIS is entitled, after a notice of default has been given to no avail, to increase the debt by 12%, with a minimum of € 124,00 and a maximum of € 1.860,00, even if respite is granted and without prejudice to the right of EXTREMIS to demand a higher compensation on proof of the damage actually incurred. In addition, without prejudice to its right of payment of the court fees, EXTREMIS shall be entitled to reasonable compensation from the Customer for all relevant collection costs resulting from the non-payment.

7.3 If EXTREMIS doubts the Customer’s creditworthiness due to judicial decisions against the Customer and/or demonstrable other events that make the suitable execution of the commitments questionable and/or impossible, EXTREMIS shall reserve the right to demand prior payment for deliveries that are still to be made or to demand (other) appropriate sureties from the Customer. If the Customer does not agree to this, EXTREMIS shall be entitled to cancel the entire order or part thereof, even if all the goods or part thereof were already sent or delivered, without prejudice to the
right of EXTREMIS to demand a higher compensation on proof of the damage actually incurred.

7.4 Non-payment of one invoice on the due date shall make the balance of all other, even the invoices not yet due, immediately payable, ipso jure and without prior notice of default.

In the event of non-compliance with the payment conditions EXTREMIS reserves the right to unilaterally and without judicial authorisation suspend the execution of all other agreements with regard to the contractual relationship between the parties, without prior notice of default and without being due any compensation.

7.5 Setting-off debts by the Customer is hereby explicitly excluded.

8/ Termination

EXTREMIS is entitled to terminate the agreement at any time with immediate effect ipso jure and without judicial authorisation, without any notice of default nor compensation being required, in the following cases: (i) if the Customer does not comply with one or more of his obligations; (ii) in the event of suspension of payment, (an application for) bankruptcy or for any reorganisation under Book XX of the Code of Economic Law and/or any similar situation of the Customer; (iii) in the event of liquidation or termination of the Customer’s activities; (iv) if all or part of the Customer’s assets are confiscated.

Termination of the agreement as stipulated above will make all invoices immediately payable ipso jure and without any notice of default being required.

In this case EXTREMIS shall be entitled to a lump-sum compensation for damages equalling 30% of the purchase price excluding VAT, without any prejudice to the right of EXTREMIS to claim higher  compensation for the actual damage which it proves to have suffered and to claim restitution of the goods which have already been delivered.

9/ Applicable law and jurisdiction

Any dispute arising from or related to an agreement to which the present General Terms and Conditions apply, or arising from or related to agreements concluded at a later date resulting from said agreement, shall exclusively be governed by Belgian law, with the express exclusion of the United Nations Convention of 11 April 1980 on contracts for the international sale of goods.

All disputes between the Customer and EXTREMIS about the validity, interpretation or implementation of agreements concluded with EXTREMIS shall be brought exclusively before the competent courts of Ypres, unless Extremis prefers another competent court.

10/ Other provisions

All agreements between EXTREMIS and the Customer form part of one overall contractual relationship. If the Customer does not fulfil its obligations under one particular agreement, EXTREMIS can suspend the further execution of both the agreement concerned and other current agreements.

In the event one or more provisions (or part thereof) of the General Terms and Conditions would be unvalid or unenforceable, the other provisions shall remain fully in force. In such case EXTREMIS and the Customer will negotiate in good faith to replace the unvalid or unenforceable provision by a valid and enforceable provision that approximates the purpose and intent of the original provision. Where appropriate, the parties confirm that the competent court has power to modify the clause in question to the maximum extent permitted by law.

EXTREMIS processes personal data pursuant to the Privacy Policy which can be found on the website (https://www.extremis.com/en/privacy-policy) and of which the Customer can receive a copy upon written request sent to info@extremis.com.