General Terms and Conditions of Sale
All agreements entered into or provided by IONICS are subject to these Terms and Conditions. Any change or derogation thereof must be accepted in writing. IONICS’ General Terms and Conditions of Sale are published on the www.ionics-group.com website.
The Customer’s terms and conditions of sale, whether on a purchase order accepted by IONICS or otherwise, do not govern transactions between the Customer and IONICS.
Signing a contract is based on an offer that has been officially confirmed by IONICS. The Customer shall submit its orders in writing; any other form shall be under the Customer’s sole responsibility. Each order shall be written according to standard practice, clearly and in a comprehensible way (references and characteristics of the items, standards, specifications, etc.). Any changes to the basic information (basic information relating to the items or to the order) shall be reported in good time; otherwise, their application shall be considered to be the Customer’s responsibility. Prices shall be revised in line with changes in raw material prices, salary costs, energy and unforeseen additional costs, such as special preparations, packaging, etc.
For offers or contracts relating to custom surface treatment work, and for which unforeseen difficulties may arise during the treatment (quality of the base materials, colour, oxidation, difficulties of treatment in certain places due to the shape, if there are bends, welding, etc.), the prices shall be reviewed by mutual agreement between the parties.
The duration of validity of the offer or contract, as well as the prices are specified in the documents submitted to the customer.
The services, sales of products and deliveries are carried out in accordance with the existing purchase order(s), drawings, specifications, documents and standards, made available to IONICS by the Customer and under its responsibility. For custom surface treatment work, if such documents do not exist, the requested treatment shall be carried out on the basis of IONICS’ own experience.
For technical reasons, it is possible that certain quantities of material are considered to be scrap. The percentage that this quantity represents varies according to the type of items. Based on empirical experience, the following values are applicable in the event of damages for losses, destruction or sampling:
Continuous product (R2R):
Deliveries > 150 metres 25.0%
Deliveries > 300 metres 15.0%
Deliveries > 500 metres 5.0%
Deliveries > 1000 metres 2.5%
Powder:
Deliveries < 0.2 litres 50.0%
Deliveries > 0.2 litre 25.0%
Deliveries > 1 litre 15.0%
Deliveries > 10 litres 5.0%
For example, for strip products (reel to reel), waste product of about 75 metres, per delivery/product, should be expected. If rewinding is required, the additional costs incurred shall be charged. Note that this scrapping also includes the lengths for starting-up machines, the connections between reels, as well as the samples taken to carry out the measurements (thickness of deposits) or used for subsequent follow-up (traceability). This scrapping may take on another form, such as the implementation of a specific process and/or possible tests, or the geometric constraints of the items. In these cases, since each item has its own size and shape, an agreement between the parties may also be made regarding the quantities involved.
Should the loss rate be greater than that indicated above, IONICS shall compensate the Customer for such losses for the original production and manufacturing costs borne by the Customer, up to a maximum of €3,000. This shall not apply in the event of force majeure.
The scrapped items and still in the Customer’s possession shall be handed over to IONICS. In order to avoid any use of the scrapped materials, IONICS shall scrap them itself.
The following shall be considered to be force majeure if they occur after the conclusion of the contract and prevent its performance and are beyond the control of the parties: labour disputes and all other circumstances such as fire, mobilisation, requisition, embargo, prohibition of currency transfer, insurrection, lack of means of transport, general lack of supplies, restrictions on the use of energy. Force majeure shall also be considered to affect IONICS where any of the above-mentioned cases affect its subcontractors.
The party invoking the circumstances referred to above shall promptly notify the other party in writing of their effect and their termination.
Should this situation last for more than 5 weeks, the Customer and IONICS shall be able to cancel the scope of the contractual service in question without compensation.
Lead times vary depending on the price offer, the type of products or specific agreements. If certain lead times are not contractually defined, the lead times determined by IONICS shall apply. However, these must be notified to the Customer. The delivery lead times indicated in the order confirmation are for information purposes only and are not a commitment by IONICS. They may not give rise to damages and/or cancellation of the order, unless agreed between the parties. IONICS undertakes to fulfil the Customer’s order within the limits of available stocks of products and supplies. Delivery lead times are also subject to having the necessary manpower and on the need to carry out urgent maintenance work in the various IONICS facilities, such as unforeseen repair work on the facilities.
For custom surface treatment and upon the Customer’s request, IONICS shall provide certificates of conformity based on samples. The Customer may use them for its own quality controls.
Any claims and complaints regarding the quantities or quality of the items/products delivered shall be admissible by registered mail, within 8 days of delivery, provided that the items/products in question have not been reworked, retreated, modified, adapted or altered. In the event of a proven defect in the delivery/service, IONICS shall apply its warranty (repair in the form of improvements made to the items in question, replacement of the defective product, within an agreed period to the extent that this is possible).
Prices are indicated in EUROS, and they include all the product services and sales.
For electroplating, where treatment is performed using precious metals, the rates state the price of these precious metals separately. The price of precious metals is defined using the market price set daily (see: www.agosi.de)
Unless agreed between the parties, the prices communicated are Ex Works and excluding VAT. Additional customs, freight, packaging and possibly carriage insurance costs are excluded. Additional costs arising from changes made by the Customer shall be invoiced separately.
Except in the case of individual written agreements, payment of invoices is due 30 days from the invoice date. IONICS does not grant discounts unless agreed between the parties.
Where the Customer fails to pay within the agreed payment period, or failing that, within the statutory payment period, IONICS shall be entitled, from the following day, by right and without notice, to the payment of interest at the base rate plus seven percentage points, rounded up to the next half a percentage point. The base rate is the interest rate applied by the European Central Bank to its main refinancing operation as defined by the Belgian Act of 2 August 2002. Where the Customer does not pay within the agreed payment period or, failing that, within the statutory payment period, IONICS shall, in addition, as of right, without prejudice to its right to reimbursement of legal expenses in accordance with the provisions of the Judicial Code, claim from the Customer reasonable compensation for all relevant collection costs incurred as a result of the late payment. Stipulation of the payment of interest does not prejudice the payable nature of the payment terms on their due date. In the event of late payment, IONICS reserves the right to suspend the performance of its own obligations.
Payment is made by transfer to the IONICS account whose bank account information is indicated on the invoice or proforma invoice. In the event of doubt about the ability to pay, IONICS may require payment in advance of the service in question.
For machine sales, the payment terms are, unless otherwise agreed:
All prices indicated in brochures, catalogues or other publications are subject to change without notice and are not binding on IONICS.
Performance of the service or sale of products shall take place on IONICS premises in Belgium, namely at:
IONICS may subcontract all or part of the performance of the sale to a third party with the Customer’s prior written consent.
All risks related to the goods, such as damage, destruction, loss of property or product liability, are transferred to the Customer as early as possible: when the goods are ready for inspection in our factories or clearly designated or otherwise identifiable as the goods of the contract; when the goods leave IONICS, even if the carriage is carried out using our own means of transport.
Ownership of the product and surety
Ownership of the product:
Ownership of the product and the right to use it are only transferred to the Customer after payment in full of the purchase price and other costs due by the Customer to IONICS. If the Customer fails to comply with the obligation to pay, it shall return the goods immediately after the first reminder and it shall permit IONICS or those persons IONICS shall irrevocably designate, to enter the place in which they are stored and remove them. IONICS may also remove the goods if circumstances indicate that the payment of the goods may not made on time, even if the amount is not yet due and payable. Return or removal of the goods shall in no way release the Customer from its payment or other obligations arising from the agreement.
Surety:
As security against all debts and obligations of the Customer of any kind, including, without limitation, payment of the purchase price or the value of the goods and services and all costs and expenses relating to collection of the payment (including lawyer’s fees and court fees), the Customer shall grant IONICS a security right in all the goods delivered to the Customer and, at IONICS’ request, the Customer shall perform and submit the financing statements or other documents deemed necessary or desirable to perfect this security interest. Whenever IONICS reasonably judges the goods to be unsecured, IONICS may cancel any current contract or sale transaction with the buyer, rescind any credit extension and enforce a security right created herein in all products (and the products thereof) sold by IONICS to the Customer and take any other action that IONICS deems necessary or desirable to assure IONICS with respect to impunity and the obligations attached thereto.
IONICS shall inform the Customer when the goods are ready for inspection prior to shipment. This inspection shall take place in IONICS’ factories or at any other location specified by IONICS, in accordance with the procedures laid down by IONICS. The Customer shall inspect the goods within fourteen (14) days of notification. In the event of a failure to inspect the goods, this shall constitute a waiver of the Customer's right to inspect them and shall be deemed to be its acceptance of them.
IONICS has the right to ship the goods within fourteen (14) days of the date of its inspection, subject to the provisions of Article 9.
The goods shall be deemed to have been accepted unless the Customer has submitted a written statement with detailed objections within three (3) days of completion of the inspection.
Unless otherwise stipulated in writing, the goods must be assembled, installed, connected, tested or put into service by the Customer and under its responsibility, even if carried out within IONICS’ facilities. Should IONICS have agreed to do this or any part thereof or to supervise proceedings, the Customer shall provide, at its expense, all connections and structural, mechanical and electrical requirements, all workers, all consumables and products to be treated or finished and all other items needed by IONICS. This work must be completed and the goods made available on the date designated by IONICS for the performance of any of the above services. In performing such work, the Customer shall proceed in accordance with IONICS’ specifications and instructions, including those regarding the use of consumables. IONICS’ employees or agents shall have unrestricted access to the Customer’s facilities and equipment. Under all circumstances, the Customer shall be responsible for compliance with all applicable local regulations and the requirements of any governmental authority.
The Customer shall bear all costs and expenses resulting from the inadequacy of the untested installation of the goods, even if IONICS agrees to put the goods into working order or supervise installation.
All tests of the goods shall be carried out in accordance with IONICS’ procedures and instructions.
If, for any reason, the Customer is unable to take receipt immediately (for example, failure to inspect, lack of shipment or other instructions or letters of credit, lack of space for goods, etc.) when the goods are ready for shipment, reasonable direct and indirect storage costs shall be assessed by IONICS for each day the goods remain in its factories. Such storage costs and all other amounts due shall be paid by the Customer prior to shipment of the goods before their release by IONICS.
Subject to the provisions of Article 6, IONICS has the right to choose the means of transport. Even if free delivery has been agreed, the goods are carried at the Customer’s risk and it shall be responsible for any damage the goods may suffer during carriage. The Customer must purchase adequate insurance to cover these risks.
The Customer has the right to cancel the agreement provided that when cancelling it, it pays an amount such that IONICS shall be in the same financial position as if the agreement had been fully realised, including, but not limited to, the loss of profit caused by the cancellation. At IONICS’ choice, IONICS may accept 50% of the purchase price as damages.
IONICS may consider unlawful non-acceptance of the goods by the Customer as cancellation, without prejudice to its right to damages.
“Documentation” means all specifications, drawings, sketches, models, software, photographs, terms and conditions, offers, quotations, order confirmations, computer software, etc.
Unless otherwise expressly stated in writing, all documentation to be used in the performance of the agreement that has been provided to IONICS by or on behalf of the Customer shall become IONICS’ property and remain so after the agreement has been performed in full.
IONICS disclaims all liability for any inaccuracies in the documentation or other information or recommendations that have been provided to it by or on behalf of the Customer for use in performance of the agreement. IONICS has the right to rely on their accuracy without being required to check them. The Customer shall hold IONICS harmless against any third party claims resulting from inaccuracies as stated above.
The submission made by IONICS and drawings, calculations, descriptions, patterns, tools, etc., made or provided by IONICS shall remain IONICS’ property, even if the costs thereof have been borne by the Customer. The Customer shall ensure that no information relating to IONICS’ manufacturing and/or construction methods is copied, shown to third parties, made public or used without IONICS’ express permission.
Any documentation relating to the product and its performance or manufacture submitted by IONICS or contained in IONICS’ catalogues, newsletters or other publications is approximate and illustrative only and the Customer should note that they do not form part of the contract.
No documentation provided by the Customer to IONICS relating to the performance by IONICS of any transaction covered herein shall be deemed by IONICS to be confidential or exclusive unless the Customer has notified IONICS of its confidential nature in writing.
The product sent to IONICS for custom surface treatment must be delivered intact by the Customer, together with accompanying documents and means of identification of the content. IONICS may not be held liable for any damage suffered by the product during carriage/delivery, but it shall immediately inform the Customer thereof if any occurs.
IONICS shall not provide any warranty or insurance unless specifically agreed between the Customer and IONICS.
When the Customer takes physical possession of the products, the risks of loss of or damage to the products shall be transferred to it. The Customer is required to properly store the delivered product (see product specifications). If specific specifications are given, such as heat resistance or weather resistance, they must be stated in writing at the latest at the time of signature of the contract or upon receipt of the order by IONICS or upon delivery for IONICS products.
If a warranty between the Customer and IONICS has been agreed, the warranty shall not apply in the event of a defect if IONICS provides proof that the task performed by IONICS has been properly fulfilled. IONICS disclaims all liability and provides no warranty in the event of missing and incomplete information provided by the Customer on signature of the contract.
No claims or complaints shall be accepted if changes have been made to the products delivered by IONICS. This situation must be stated separately in writing by the Customer.
For custom surface treatment services carried out by IONICS, the IONICS warranty shall not apply in the event of a defect in the base material, differences in shape or dimensions, the presence of foreign bodies, rust, grease or oil that could not be removed, improper heat treatment, welded connections, etc.
Where the exclusions set out in this document are not completely (legally) valid, IONICS’ liability shall be limited to the extent permitted by applicable law.
If an order is fulfilled using information provided by the Customer or if changes are made at its request, the Customer shall indemnify and hold IONICS harmless from any loss or damage (including reasonable lawyer’s fees) resulting from or relating to any patent, trademark, copyright, design or other infringement or allegation of infringement resulting therefrom.
If a third party, due to an alleged infringement of an intellectual property right, objects to the manufacture by IONICS and/or the supply of goods under this contract, the Customer shall enquire about the costs already incurred, without prejudice to any other claim to compensate the damage, as the case may be, including but not limited to loss of profit. For its part, IONICS represents and warrants that the products supplied by it do not infringe the patent rights of third parties. Should such a breach of a third party’s patent right be found, IONICS may, according to its choice, either replace the item in question by an item which does not infringe the patent in question or acquire the right to manufacture the item under the patent in question, or take back the item in question and refund the price paid, less the depreciation considered to be normal. IONICS shall not be bound by any other obligation, in particular any claim against it for damages.
Unless expressly provided for otherwise in the sales contract, the entire service remains the intellectual and artistic property of IONICS and its assigns. Except as expressly authorised, in advance and in writing by IONICS, any reproduction, adaptation or modification and in general any physical or intellectual misappropriation of the service remains prohibited and would give an entitlement to damages. This clause shall also apply to any technical study document, advice, and other deliverable of an intellectual service or any disclosure of information, submitted to the buyer by IONICS. Moreover, in no case shall the service result in rights to any assignment of a licence by IONICS.
The parties acknowledge that the goods may contain unpatented and patented technologies, intellectual property and proprietary information developed thanks to IONICS’ efforts and financial expenditure, constituting secret information. The Customer agrees to take all reasonable steps to keep this information confidential, shall not disclose it, except as necessary for the operation of the goods delivered by IONICS, shall not duplicate or copy the goods or parts thereof and shall not make them available to third parties in any way. The Customer shall notify IONICS of any amendment, modification or improvement to the goods after delivery.
The goods may only be used for the Customer and not for third parties.
If goods are in the possession of third parties (who may also be considered to be the Customer’s employees) that are similar to the contractual goods or which have characteristics that are characteristic of the contractual goods, they shall be deemed to have come from the buyer unless otherwise proven. IONICS may hold the Sponsor liable for breach of the contract.
If IONICS so desires, the Customer shall sign a separate confidentiality agreement that shall not preclude in any way the provisions of this article unless explicitly specified.
In order to protect IONICS’ interest, as set out in this clause, the Customer irrevocably authorises IONICS to enter the premises where the goods or similar goods are kept. For this purpose, the Customer shall keep IONICS informed of the place(s) in which the goods are located.
In the event of a breach by the Customer under these provisions (Article 21), it shall pay IONICS a penalty of €50,000, for each breach of its obligations under these provisions, without prejudice to IONICS’ right to claim damages.
In accordance with the new Data Protection Regulation (GDPR), the Customer has the right to view and correct its personal data, have them forgotten, restrict processing of them, require portability of them and make a complaint against automated decision-making and profiling using its personal data.
If the Customer fails to fulfil any obligation under this contract or if for another reason (bankruptcy or suspension of the payment if insolvent), the delivery and/or services subject to the Customer’s obligations under the agreement cannot be performed, IONICS has the right to terminate the agreement without referral to the courts and without prejudice to its right to demand specific performance and/or damages, including loss of profit.
In the event of non-performance of an obligation, the Customer shall also be required to give instructions and/or approvals or take the necessary measures to allow IONICS to terminate this agreement.
The applicable law is Belgian law. The courts of the jurisdiction in which the registered office of IONICS is located are solely competent to hear disputes that may result from the contract of which these Terms and Conditions form an integral part.
The Terms and Conditions of Sale, contracts and related agreements in the French language must be considered as the only official terms. In the event of any differences between the Terms and Conditions stated in other languages, the French version shall take precedence.
(September 2022 version)
