General Conditions of Sale

High Tech Metal Seals' core values can be described in three categories, namely Quality, Expertise, and Flexibility.

I. Area of application

Except where expressly agreed otherwise in writing, the present General Conditions are applicable to the relationship between HTMS Futom and the Buyer (inter alia to all deliveries, offers, quotations, orders and agreements, etc.). They take precedence over those of the Buyer.

II. Quotations and orders

HTMS Futom quotations are valid for 3 months from the date of offer: the order must reach HTMS Futom within the aforesaid period. The prices quoted are exclusive of VAT, any other legal charges and taxes and transport costs, which are always for the Buyer’s account. Prices are drawn up on the basis of the specifications and tolerances quoted by the Buyer: deviations in the final order will be taken into account. Prices are quoted EX WORKS.

III. Delivery dates

The delivery date quoted is given exclusively as a guide without any obligation for HTMS Futom: it cannot give rise to any liability on the part of HTMS Futom in the event of late execution, nor in respect of any loss or damage arising of that.

A delivery outside the proposed delivery date cannot be refused by the Buyer and shall not give rise to any compensation nor price reduction.

IV. Buyer’s obligations

The Buyer shall furnish HTMS Futom with all necessary guidelines and information in writing in connection with the goods to be supplied and their use: HTMS Futom cannot be held liable for the consequences of incomplete or non provision of information. All parameters not quoted are regarded as non-critical and can definitely not give rise to any compensation. The Buyer is bound always to indicate the kind of application or give a description of it, failing which it will be regarded as non-critical.

In the case of new applications the customer must always test the goods supplied on the test rig before proceeding with final installation and use of the goods.

V. Safekeeping - risk

Except where expressly agreed in advance, HTMS Futom is not bound to keep plans, diagrams, designs, drawings, photos, descriptions which it has received from the Buyer or had drawn up on the Buyer’s instructions.

The goods and information made available by the Buyer are to be delivered by him to the HTMS Futom head office.

Custody if applicable is charged to the Buyer, in relation to the extent and duration.

In the event of non-payment or any other default on the part of the principal, HTMS Futom will keep the goods, placed at its disposal by the Buyer, as a pledge.

VI. Delivery - receipt

The goods are held at the Buyer’s disposal at the HTMS Futom head office, where they are delivered to the Buyer.

If HTMS Futom is entrusted with the transport, this will be carried out at the Buyer’s expense and risk.

If the Buyer omits to collect the goods from the head office within 15 days from dispatch of the invitation to do so, HTMS Futom shall be entitled either to have the goods conveyed to the Buyer at the latter’s expense and risk or to regard the agreement as unilaterally broken, with the right to flat-rate compensation at a rate of 30% of the price of the ordered goods.

VII. Complaints and liability

a.  On penalty of being forfeit, any complaint or protest must be made by registered letter.
b.  Complaints or protests concerning visible defects or damage or non-conformity of the goods must be notified immediately on receipt. Complaints concerning other defects and damage must be notified to HTMS Futom within 2 days from receipt of the goods. In the event of failing to do this, the period begins to run from receipt of the invoice, which is regarded as having been received three days after the invoice date.
c.  If no complaint is received as provided for in the preceding paragraphs, then the goods supplied are assumed incontestably to have been
d.  The partial employment of the goods supplied has as a consequence the acceptance of the entire delivery.

If it appears that the Buyer is wrongly invoking a faulty or non-conforming delivery, the Buyer is then lawfully indebted for paying compensation of 20% of the price of the goods.

The Buyer indemnifies HTMS Futom for any liability in respect of the Buyer, his employees or any third party which may arise out of damage or injury to property or persons by the goods supplied. This indemnification is also expressly given for claims on the basis of product liability legislation, environmental legislation and associated laws and regulations. The Buyer expressly undertakes to indemnify HTMS Futom for all damage, directly or indirectly caused by the goods which are placed at its disposal by the Buyer.

The consequences of an Act of God never fall to the account of HTMS Futom: if necessary in the event of an Act of God, HTMS Futom may suspend, or terminate, the performance of the agreement, without any right to compensation on the part of the Buyer.

The liability of HTMS Futom is covered as follows:
a.  Civil Liability Exploitation Physical injury and material damage combined:
1,239,467.62 EUR per incident
Water, smoke, fire, explosion: 619,733.81 EUR per incident
Pollution: 619,733.81 EUR per incident
Pure immaterial damage: 209,866.91 EUR per incident.
b.  Goods entrusted: 12,394.68 EUR per incident
c.  Civil liability after delivery:
Physical injury and material damage: 1,239,467.62 EUR per incident and per year. The liability of HTMS Futom is limited in all circumstances to the cover and amounts as indicated above. As far as claims by third-parties are concerned, to whom the present Conditions would not be opposable, the Buyer undertakes to indemnify HTMS Futom for the damage which exceeds the policy cover.

Unless expressly instructed otherwise by the Buyer, HTMS Futom applies the standard tolerances as set out in its ISO manual.

VIII. Warranty

For the goods supplied by HTMS Futom, a warranty period of 3 months is provided. The warranty does not relate to hidden defects, about which HTMS Futom did not know or could not have known and to visible defects. The period begins running from the day the goods leave the HTMS Futom works. If the Buyer wishes to invoke the warranty, he must notify HTMS Futom of the defect by registered letter within 7 days of discovery of the hidden defect.

The obligation of HTMS Futom under the warranty is limited to the replacement of the faulty goods: on absolutely no condition can HTMS Futom be held liable for any other, direct or indirect damage.

IX. Payment

Unless agreed otherwise or indicated on the invoice, HTMS Futom invoices are to be paid promptly in cash at the HTMS Futom registered office or operating headquarters. HTMS Futom expressly reserves the right to issue invoices for advance payment.

The use of bills of exchange, cheques, warrants, receipts, etc. makes no changes to this and permits of no renovation of the debt.

Bank charges on payments from outside Belgium are for the Buyer’s account except for the portion of internal costs.

In the event of non-payment of the invoice on the due date, interest of 10% per annum becomes lawfully payable as from the due date without any further notification. In this case the Buyer is also indebted for lump-sum compensation of 10% of the invoice amount, with a minimum of 50.00 Euro per invoice.

In the event of non payment of an invoice, HTMS Futom has the right to suspend the execution of all orders from the same Buyer. On suspension of the execution an invoice will be issued for the stage which the execution has reached. In the event of non payment of one invoice, all invoices addressed to the same Buyer become payable, with the forfeit of any payment facility or maturity date granted.

The goods remain the property of HTMS Futom until paid for in full by the Buyer: the risk concerning the goods is however transferred to the Buyer on delivery of the goods.

X. Cancellation

In the event of cancellation or an order by the Buyer, HTMS Futom is entitled either to demand the execution of the agreement (forced execution) or lump-sum compensation of 20% of the total order (breach of contract with compensation). If, in the event of a breach of contract with compensation, part of the goods have already been supplied, the part delivered will be invoiced and paid for by the Buyer and the said lump-sum compensation will be calculated on the balance of the order. HTMS Futom may always claim higher compensation if an actual higher loss can be demonstrated.

Cancellation of an order must always be made in writing.

XI. Competent Courts - Applicable Law

The relationship between H.T.M.S and its Buyer is subject to Belgian Law.

In the case of dispute only the Court of the District of Mechelen have jurisdiction: HTMS Futom however reserves the right to invoke the jurisdiction of the Court of the place where the Buyer is based or where delivery has been effected.

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