TERMS AND CONDITIONS OF SALE

  1. Scope and validity
    Ces Conditions Générales de Vente s'appliquent à toutes les transactions commerciales entre NanoPyro SRL (ci-après "NanoPyro") et l'Acheteur, même si elles ne sont pas spécifiquement mentionnées dans des contrats ultérieurs. Ces Conditions Générales s'appliquent également si l'Acheteur, en particulier lors de l'acceptation de la Commande ou de l'émission de la confirmation de commande, se réfère à ses propres Conditions Générales de Vente et/ou si l'Acheteur conclut un contrat en sachant que ces conditions contiennent des termes différents des présentes Conditions Générales. Tout terme différent des présentes Conditions Générales sera contesté et ne sera accepté que si les Parties donnent leur approbation expresse par écrit. Elles s'appliquent également à tous les documents régulièrement utilisés par NanoPyro, quel que soit le document dans lequel elles sont contenues, et en particulier, même si elles ne sont pas expressément marquées "Conditions Générales de Vente" ou similaire.
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  4. Orders
    An Order shall only be considered to have been placed if drafted and signed by the Purchaser. Orders placed verbally or by telephone shall only be binding upon the Purchaser if the Purchaser subsequently confirms the order in writing.
    Any subsequent changes to the Order or other contractual amendments must be confirmed in writing by the Purchaser.
  5. Documents and materials
    Any drawings, tools, models, prototypes, marks, designs, illustrations, calculations, weights, measurements, plans and other technical or similar documents, including finished and semi-finished products, issued by NanoPyro, shall remain the property of the latter and must only be released, used by, made available, copied to or otherwise reproduced by third parties with the express written consent of NanoPyro. Such documents and materials must only be used in connection with the contract. NanoPyro reserves all intellectual property rights.
    The documents and materials, together with all copies and other reproductions, must be returned to NanoPyro immediately upon conclusion of the Order, in the event that a contractual relationship is not established, or at the express request of NanoPyro. Any equipment, marks or designs produced with such equipment, and any identified results, may only be released to third parties with the express written approval of NanoPyro. 
    NanoPyro is entitled to claim compensation for damages in the event that the above mentioned documents are released, made available to, used or reproduced by third parties without its express written consent. The above shall also apply if the documents are not immediately returned to NanoPyro upon request or in the event that a contractual relationship is not established. The damages to be paid shall include the costs of replacing the items and legal expenses.
  6. Delivery dates
    The agreed delivery periods and dates are binding. They shall take effect from the date of the order. The goods must be received at the site designated by the Purchaser, during the agreed delivery period or by the agreed deadline. NanoPyro will notify the Purchaser immediately in the event of any delay.
    If NanoPyro is in default, the Purchaser may charge a penalty of 0.2% of the delayed goods value per week of delay, up to a maximum of 3% of the net order value. The payment of liquidated damages shall be final and in full satisfaction of NanoPyro's obligations and liability for delays in the order.  The Purchaser shall not have the right to claim for late delivery liquidated damages when the delay is caused by Force Majeure.
  7. Delivery
    For supplies, the current version of the International Commercial Terms (Incoterms 2020) published by the International Chamber of Commerce, shall apply in addition to these General Terms and Conditions.
    NanoPyro will use the appropriate packaging method according its standards and in this regard shall ensure that the goods are adequately protected against damage.
    The stated quantities will be strictly observed.  Under- or over-supplies will only be accepted with the express approval of the Purchaser.
  8. Documentation
    Invoices, delivery notes and packing slips must be submitted in duplicate for each consignment. These documents will contain the following details:
    - NanoPyro order number
    - Quantities and quantity units
    - Article description, including the NanoPyro material no. (if relevant)
    - residual quantities (partial deliveries only).
    The individual documents issued must also comply with the contents of the order.
  9. Prices, duties and levies
    Prices are fixed and net.
    Certain countries apply withholding at source on the amount of invoices, in accordance with their internal legislation. Any withholding at source will be paid by the client to the tax authorities. Under no circumstances can NanoPyro become involved in costs related to a country's legislation. The amount of the invoice will therefore be due to NanoPyro in its entirety and does not include any costs relating to the legislation of the country in which the client is located
  10. Billing and payment
    Our invoices are payable within 30 calendar days, unless another payment timeframe is indicated on either the invoice or the order. In the event of non-payment by the due date, NanoPyro has the right to request a fixed interest payment amounting to 10% of the sum remaining due. NanoPyro shall be authorized to suspend any provision of services without prior warning in the event of late payment.
    If a payment is still outstanding more than sixty (60) calendar days after the due payment date, NanoPyro reserves the right to call on the services of a debt recovery company. All legal expenses shall be payable by the client.
  11. Retention of title
    The purchase remains the property of NanoPyro until full payment has been made by the Purchaser.
  12. Force majeure
    War, civil war, export or trade restrictions caused by political developments, strikes, lock outs, disruptions or other interruptions to production and similar events which result in NanoPyro’s fulfilment of the contract being impossible or unreasonable, shall be considered as force majeure. For the duration of such events, NanoPyro shall be released from its obligation to supply the goods promptly and shall entitle it to withdraw from the Contract. The Parties must inform each other of such events and adapt their obligations in good faith in order to reflect the changed circumstances.
  13. Notices
    All notices, requests, claims, demands and other communications between the Parties shall be in writing. Any notice required to be served hereunder shall be effectively given if sent by registered mail or by email (provided it has been acknowledged by the receiving party) to the registered office or principal place of business of the Party to be served, and (except the facts are shown to be to the contrary) shall be deemed to have been received at the time when in the ordinary course such letter or email should have reached its destination.
  14. Applicable law and dispute resolution
    All our contractual relations will be governed exclusively by Belgium law. If any dispute arises out of or in connection with the Order, the Parties will settle it by final and binding arbitration in front a competent court in Nivelles, Belgium.