Unless expressly stipulated otherwise in writing, the works, offers and sales of N.R.S. Electronics bvba
(NRSE) are made under the conditions set forth below. Under reservation of special stipulations, these
conditions are also applicable to repairs.
1 CONCLUSION OF THE CONTRACT
1.1 The offers of NRSE always apply without obligation. An order may be regarded as having
been accepted only when it has been confirmed in writing by NRSE. This also applies for all
changes which are made to a transaction.
1.2 The actions of delegates, agents or representatives of NRSE are not binding. Any
promises or acceptances which hey might make or give will bind NRSE bvba only after they have
been confirmed in writing.
2 DELIVERIES AND ORDERS
2.1 The deliveries include exclusively the equipment described in the estimates. Information
about performance is only approximate and provided without guarantee; in no event may such
information give rise to complaints, price reduction or other forms of compensation.
2.2 The costs of disassembly and examination of equipment with a view to the preparation of
an estimate for a repair shall be borne by the customer. The estimates of NRSE are prepared without
3 INTELLECTUAL PROPERTY RIGHTS
3.1 Studies, drawings, plans, diagrams, designs and documents of all kinds which were turned
over or sent by NRSE to the customer remain the full property of NRSE and must be regarded as
confidential. They may not be communicated, reproduced or implemented without the written
approval of NRSE. These documents are provided by way of information, without any obligation.
NRSE can never be held liable for them.
4 DELIVERY PERIODS
4.1 The delivery periods are never strictly binding and are provided only by way of
information. When they are exceeded this does not give the customer the right to cancel his order or
to request the dissolution of the contract, nor does it give rise to the payment of damages.
4.2 The delivery periods begin on the date of the written confirmation of the contract. They
depend on the fulfillment of the customers obligations and expire if the information or documents
which the customer must provide do not arrive on time, if changes are made during the execution of
the contract or if the payment conditions have not been respected.
5.1 The prices indicated by NRSE are based on the rate mentioned on the offer or, if no rate is
mentioned, from the official exchange rate on the day of the offer. NRSE reserves the right to
calculate the definitive price on the basis of the rate which is applicable at the time of the delivery.
The mentioned prices are net prices for packaged equipment in its plants or warehouses.
5.2 All fees, insurance policies, assembly costs, commissioning and adjustment of the
equipment, as well as all current or future levies, unless otherwise stipulated in writing, are not
included in the price and shall be borne by the customer. In the event that all or a part of the fees,
levies and costs should be included in the price, every increase or reduction of these elements will
be charged or credited to the customer.
6 SHIPPING, TRANSPORT, INSURANCE POLICIES
6.1 All transport, customs and goods handling will be charged or will take place at the
expense and risk of the customer, who must examine the shipments upon their arrival and as
necessary must recover damages from the carriers, even if the shipping was carriage paid.
6.2 The customer undertakes to pick up the equipment at the latest 8 days after it is put at the
customer’s disposal. After this period the equipment will be stored and if necessary handled at the
expense and the risk of the customer.
7 ASSEMBLY, COMMISSIONING
7.1 NRSE may only be held liable for the proper functioning of the equipment if the
assembly, commissioning and adjustment thereof was assigned to and performed by NRSE.
7.2 When NRSE performs the assembly for a lump-sum amount, all extra costs caused by
losses of time beyond the control of NRSE will be charged to the customer as a surcharge on the
8 RECEPTION, ACCEPTANCE
8.1 For the delivery the customer must receive the equipment in the plants or warehouses of
NRSE by signing the shipping note the customer declares that he accepts the equipment.
8.2 Complaints for non-conformity must be made upon receipt of the equipment and
confirmed in writing to NRSE within 8 calendar days of the equipment being put at the customer’s
9.1 Any complaints for defects must be notified to NRSE in writing within one week from the
discovery thereof, mentioning the date of discovery and the nature of the defect. The claim itself
must be filed within three months from the discovery of the defect, under penalty of estoppels.
9.2 Defects discovered within three month
10 RESERVATION OF TITLE, RISKS
10.1 The sold equipment, including the accessories, remains the property of NRSE as long as
the customer has not completely paid the amounts owed.
10.2 The buyer is nevertheless fully responsible for the risks which this equipment could run as
soon as it is placed at his disposal.
10.3 If the delivery is postponed at the customer’s request, the balance of 70% must be paid at
the latest one month after the report of the availability.
11.1 Unless otherwise agreed, the deliveries and repairs of NRSE are payable in the amount of
30% upon order and in the amount of 70% upon delivery.
11.2 All NRSE invoices are payable exclusively at the registered office of NRSE.
11.3 The shipping C.O.D., the drawing or acceptance of a bill by the customer, entails no
renewal of a debt; all clauses, conditions and obligations remain in effect.
11.4 Every amount which is not paid on the due date, entails ipso jure, without prior demand
and under reservation of all other rights of NRSE:
a) The accrual of interest as of the due date until the day of the payment, equal to the legal
interest rate plus 2%;
b) Expiry of the payment period authorized to the customer in the event of installment
payments of the sale price or the repair price;
c) The eligibility of the entire balance of this price;
d) the owing of an amount equal to 10% on the first part of 7500 EURO, with a minimum
of 25 EURO and 5% on the rest, by way of lump-sum and irreducible damages.
e) the costs incurred for collecting the debt claim, including the fees of the lawyers in
accordance with the provisions of article 6 WBBH Act of 02/08/2002.
12 FORCE MAJEURE / FOREIGN CAUSE
NRSE is released from its obligation to deliver in the event of force majeure (e.g. states of war,
strikes, lock-out, fire) or foreign cause (e.g. the decision of the supplier to no longer produce the
goods or the decision of public authorities, such as implementation prohibitions or embargoes). In
these cases the customer is obliged to accept the delivery of the numbers which NRSE still has at its
disposal. NRSE reserves the right to extend the delivery period if the force majeure/foreign cause
only makes the delivery temporarily impossible.
13 DISSOLUTION OF THE CONTRACT
13.1 If the customer does not fulfill his obligations, e.g. should he continue to fail to pick up
the equipment or should he be late in paying, NRSE reserves the right to dissolve the contract. The
contract will be dissolved ipso jure and without prior demand through notification to the customer in
the form of a registered postal letter. The equipment already delivered will have to be returned
immediately to NRSE and NRSE will be entitled to a compensation for the harm it has suffered,
with a minimum of 25% of the amount of the contract.
14.1 In the event of dispute, only the courts of the district where the registered office of NRSE
is established will be competent. In any event, NRSE reserves the right to bring the dispute before
another competent court.
15 GENERAL PROVISIONS
15.1 By placing an order with NRSE, the customers expressly declare that they agree with the
general terms of NRSE and waive the right to invoke their own conditions. The latter have no effect
for NRSE and thus cannot be invoked against NRSE.
15.2 If, for some reason, certain of the above provisions should be without effect, the rest of
the general terms of NRSE will nevertheless remain in full effect.