General terms
CSP-Engineering - Conditions
Version: 2023-01-03
These terms and conditions (the “Terms”) contain the agreements between CSP-Engineering (“CSP”, see details below) and the customer about the sale of CSP products and any associated services. These Terms include the following sections:
- General conditions
- Specific Conditions for Projects (if applicable)
- Specific conditions for CosmetiWood (if applicable)
A. General conditions
1. Application
The Terms and Conditions are the only ones that apply and take precedence over all other conditions, including those of the customer. Deviations from the General Terms and Conditions are only possible with a written agreement of CSP (e.g. in order confirmation). In that case, the other provisions of the General Terms and Conditions remain additionally applicable.
CSP may amend the Terms (except for the order confirmation or Specific Terms for Projects) and will inform the customer of changes. The customer is responsible for compliance with the Terms and Conditions, including by its personnel or representatives.
2. Products and information
The offers and information about the products (and associated services) are not binding, unless otherwise agreed. Plans and other information about the products remain the property of CSP, which retains all rights (e.g. intellectual property rights) to them. The customer treats these plans and information confidentially, and will not copy, distribute, or otherwise use them, unless (and to the extent) this is necessary for the use of the products.
The customer is responsible for information, plans and specifications provided by the customer and guarantees that it does not infringe the rights of third parties. If CSP discovers errors and additional costs result from this, CSP is entitled to charge these costs.
3. Conclusion of agreement
The conclusion of the contract is done by the order confirmation of CSP. CSP may refuse orders. The agreement only includes the products and services that are explicitly mentioned, to the exclusion of all other (e.g. accessory) products and services. Changes to the order are only valid after approval by CSP and may lead to price changes.
4. Delivery - transfer of risk and ownership - retention of title
The order confirmation determines the delivery times. Unless otherwise agreed, these periods are an estimate and a delay never leads to the termination of the agreement nor to compensation. Delivery takes place according to Incoterms 2020 (EX Works). For delivery in the United States, Incoterm DDP will never apply.
If CSP is responsible for the installation, the customer ensures all necessary assistance (e.g. tools, sanitary facilities, drinking water, dry and safe environment) and optimal conditions for the installation (e.g. safe conditions with the necessary safety regulations). If circumstances or delays at the customer hinder the work of CSP, CSP may charge additional costs and this will not lead to a delay in invoicing.
CSP retains ownership of the products until full payment of all sums due. Until that moment, the customer may not sell or transfer the products to third parties, otherwise compensation of 25% of the selling price (as a supplement) is due.
5. Pricing, invoicing and payments
The prices are determined in the order confirmation. All existing or future taxes are for the account of the customer. Unless otherwise agreed, invoicing is done as follows: 30% upon order confirmation; 30% at the start of assembly; 35% at the factory acceptance (FAT test) at CSP; balance after delivery.
The prices can be changed at any time based on the following formula: New price = new index/old index * price of the order confirmation. For the indices, the “OECD Producers Price Indices manufacturing total market of Belgium” is used. The old index is at the time of the order confirmation, the new index is at the time of the FAT. Any other price change is made with the agreement of both parties.
The payment term is 30 (thirty) calendar days after the invoice date, unless otherwise agreed, by bank transfer to account IBAN BE34 4187 0344 8190 – SWIFT/BIC KREDBEBB. In the event of late payment, the customer pays both a compensation of 10% (ten percent) of the unpaid amounts (with a minimum of 150 EUR) and a default interest of 10% (ten percent) per year, even without prior notice of default. The protest against invoices can only be made within eight (8) calendar days after the invoice date, by registered letter and with sufficient justification.
In the event of late payment and if the customer does not respond to a notice of default, CSP may suspend the performance of its obligations, without prejudice to the termination possibilities.
6. Cessation
Both the customer and CSP have the right to terminate an agreement prematurely, based on written notice and with immediate effect, in the following cases:
- The other party commits a material breach of the agreement and does not remedy this violation within a reasonable period (of at least 1 week) after receipt of a notice of default from the terminating party;
- Bankruptcy (or application) of the other party, or the other party ceases its activities; and/or
- The execution has been suspended due to force majeure for more than 3 (three) months.
The provisions which, by their nature, are intended to remain in force after the end of an agreement shall remain in force.
In the event of termination by the customer, except in the before mentioned cases, compensation is due. That fee is (ii) 15% (fifteen percent) of the contract value upon termination within five (5) business days of order; and (ii) 35% (thirty-five percent) upon later termination. CSP reserves the right to prove greater damage.
7. Quality assurance - guarantees
The customer is responsible for the correct use of the products, according to the technical data sheets and user manuals, and to timely check the machines, their operation and the raw materials. If the customer notices an (imminent) problem or defect, the customer will inform CSP as soon as possible and in writing, with a detailed explanation of that problem or defect and of the circumstances.
CSP bears the legal warranty obligations, in particular for hidden defects in the products themselves (not due to force majeure or any other cause that is foreign to CSP or its products, e.g. normal wear and tear; changes by the customer or third parties; incorrect use, storage or maintenance). This only applies to hidden defects that become apparent during one year after recruitment. If necessary, CSP will remedy the hidden defect by replacing or repairing it, to the exclusion of any other remedy. CSP becomes the owner of replaced parts, which the customer will return at his own expense. CSP bears no further warranty obligations, unless otherwise agreed in writing.
8. Liability and force majeure
CSP’s obligations are obligations of means, unless otherwise agreed. CSP is only liable for intentional and serious errors. CSP is never liable for consequential damage or for claims of third parties, nor in case of force majeure (external circumstances independent of its will, which make the performance of its obligations impossible or unreasonably onerous). The liability of CSP is in any case limited to the amount of the order. The customer takes all reasonable measures to limit any damage.
9. Miscellaneous provisions
CSP may transfer its rights and/or obligations to third parties. The customer may only transfer all or part of its rights to third parties with the written consent of CSP.
Any complaints can only be made in writing and this within 30 (thirty) calendar days after the date on which the cause of the complaint arose. The complaint must contain a clear, accurate and substantiated description of the alleged non-compliance.
If any provision of the Terms is found to be invalid or unenforceable, this shall not affect the validity and enforceability of the remaining provisions. This provision shall be replaced by another provision which is as close as possible to its purpose and scope.
In the event of conflicting provisions, the following order of precedence shall apply:
I. Order confirmation
II. Specific Conditions for CosmetiWood
III. Specific Conditions for Projects
IV. General conditions
Belgian law applies to every relationship between CSP and the customer, and also to these Terms and Conditions. Any dispute between CSP and the customer is subject to the exclusive jurisdiction of the courts of the jurisdiction of CSP’s registered office.
10. Contact us
CSP Engineering BV
Address: Stenehei 30/ bus 10, 2480 Dessel, Belgium
Company number: 0451.447.797
RPR Antwerpen – Afd. Turnhout
E-mail: info@csp-engineering.com
Website: www.csp-engineering.com
B. Specific Conditions for projects
This part applies to projects, in addition to the General Terms and Conditions of CSP.
1. Limited Use
The customer may only use the software, drawings and documentation of CSP for the applications and for the duration agreed with CSP, which retains the rights (including intellectual property rights) to them. The customer treats these materials confidentially and will not duplicate, mimic, share them with third parties or use them for other purposes.
2. Alterations
CSP reserves the right to make technical changes without prior notice to the customer. If the specifications are changed by the customer during the term of a project, CSP has the right to revise the agreed prices, change the execution period and/or cancel the order.
3. Guarantee
In addition to Article 7 of the General Terms and Conditions: especifically for the PAR-Filler®, the warranty is limited to 1,250,000 meters of production (as shown in the service screen of the machine) in the period of 12 (twelve) months after delivery.
4. Test material
For the adjustment and testing of the machine and to be able to carry out the factory acceptance, the customer will make sufficient and representative test material available to CSP on site at his own expense. The customer is responsible for the transport of such test materials and for their further processing. The test materials should be considered as no further usable.
The installation is adjusted with the supplied test material. If due to changes in specifications of these raw materials or changes from their supplier, the installation has to be adjusted or adjusted again, this will be charged extra.
5. Rates of services
The hourly works carried out are calculated from the departure of the CSP office to the return to this location. In addition, specific preparation time and aftercare time may also be charged. All travel costs are for the account of the customer and will be charged separately.
Additional work (these are all work and deliveries that the customer requests and are not explicitly stated in the offer, as well as unforeseen circumstances during the works) may reasonably be charged to CSP.
C. Specific conditions for CosmetiWood
This part applies to CosmetiWood wood fillers, in addition to the General Terms and Conditions of CSP.
The customer checks the delivery immediately (at the latest within 3 calendar days) and informs CSP in writing and immediately in the event of alleged problems (e.g. incomplete delivery, incorrect classification, weights, quantities, packaging).
The customer acknowledges that technically unavoidable deviations in colors and properties do not constitute hidden defects or non-conformity.
The customer checks the CosmetiWood application and intervenes in case of (alleged) problems. CSP accepts no liability for damage that the customer had avoided through that check.
The customer always reports complaints about the quality or alleged hidden defects in writing and this within 8 (eight) calendar days after the customer has identified or should have established this alleged problem, and never later than the expiry date on the packaging or 6 (six) months after delivery (shortest period applies). The complaint shall state the batch number and contain an explanation of the alleged problem and the circumstances. The customer provides CSP with a sample to prove the defect.
