1.            ACCEPTANCE OF THESE TERMS AND CONDITIONS

1.1.         These general terms and conditions govern all our sales, notwithstanding any printed terms and conditions on which the buyer intends to rely.

1.2.         Any terms and conditions contrary to those set out here and stipulated by the buyer bind I.M.A. only if expressly accepted in writing.

2.            OFFERS AND ORDERS

2.1.         I.M.A. offers are valid for 30 calendar days only.

2.2.        Orders can be placed by post, fax, email and telephone.

3.            PRICE - VAT - DELIVERY COSTS

3.1.         Goods are sold at the current price, of which the buyer acknowledges taking note.

3.2.         Prices exclude VAT, which is to be paid by the buyer.

3.3.        Any taxes, duties or fees associated with the delivery of goods are to be paid in full by the buyer. Any increase in these after an order is placed will be covered by the buyer.

4.            PAYMENT

4.1.         Unless expressly stipulated otherwise in writing, I.M.A. invoices are to be paid outright without deduction at the buyer's head office when goods are received.

4.2.         I.M.A. invoices are payable without compensation and/or discounts, notwithstanding any complaint made in accordance with the processes and timelines set out in Article 12.

5.            NON-PAYMENT - PENALTY CLAUSE - DEFAULT INTEREST

5.1.        If payment is not received by the due date, the amount indicated on each invoice issued by I.M.A. can be lawfully increased without prior formal notice of irreducible flat-rate termination indemnity at 15%, with a minimum of €25.00, and an interest rate of 1% per month of delay.

5.2.         In addition, if it is a business, the buyer will also be indebted to I.M.A. with current and all future director personal guarantee and liability in the event of any company transition and changes with reasonable compensation for all relevant collection costs incurred as a result of the non-payment of amounts due when due (including recall costs, administrative costs, legal fees and fees).

5.3.       Providing part payments or agreeing to payment in instalments does not constitute a novation or affect the application of Articles 5.1 and 5.2 in these general terms and conditions.

5.4.         If payment instalments are agreed and the buyer fails to make a payment by the due date, the remaining balance becomes immediately payable.

6.            DELIVERY TIMES

I.M.A. delivery times are indicated for information only, unless otherwise stated in writing. In no event will a delay give rise to the allocation of any damages or compensation, or to contract termination.

7.            EXTRANEOUS EVENTS

If the performance of I.M.A. obligations is hindered by an extraneous cause such as unforeseeable events or force majeure, the contract will be suspended if the obstacle is temporary and terminated if the obstacle is permanent.

8.            APPROVAL

8.1.         Goods should be approved on delivery to cover any apparent defects.

8.2.         Any complaint regarding a hidden defect must be reported under penalty of foreclosure within 8 days of delivery to the I.M.A. head office by registered letter describing the alleged defect in detail, date as postmarked.

8.3.         For any later complaints, the buyer is responsible for proving the date the defect was discovered.

9.            RETENTION OF OWNERSHIP

Goods sold remain the property of I.M.A. until full payment is received. I.M.A. reserves the right to take goods back until full payment is received.

10.          RETURNS

10.1.       Goods sold cannot be returned or exchanged without prior written agreement from I.M.A.

10.2.       Goods returned must have their carriage paid.

10.3.       Shipments “on approval” will be charged for if not returned within 15 days of delivery as new in the original packaging.

11.          RISK TRANSFER

I.M.A. goods are sold “Ex Works”. Risk is transferred when goods are made available to the buyer at I.M.A. premises or its head office. Delivery can either involve: direct delivery to the customer, a notice of availability being issued, or delivery of goods at I.M.A. premises or its head office to a shipper or carrier chosen by the buyer or, failing this, to a shipper or carrier chosen by I.M.A.

12.          COMPLAINTS

12.1.       Any invoice not subject to a written complaint sent by registered letter to the I.M.A. head office within 8 days of goods receipt will be deemed accepted.

12.2.       It is expressly agreed that the buyer may not suspend payment in the event of a dispute between the parties.

13.          RESCISSION AND TERMINATION

In the event of goods being sold by I.M.A. and the sale being rescinded or terminated by the buyer after it accepts the purchase order, the buyer will be liable to I.M.A. for compensation equivalent to 40% of the total order price, including VAT.

14.          WARRANTY

14.1.      Goods sold are guaranteed by I.M.A. to the same extent as they are guaranteed by suppliers.

14.2.       Goods assembly is guaranteed if undertaken in accordance with the technical requirements stipulated by the manufacturer and as long as the buyer can provide proof of this.

14.3.      Warranties will not apply if the buyer modifies or transforms goods sold by I.M.A., unless prior written consent is given. In this event, the buyer is responsible for all risks and dangers.

15.          OTHER

15.1.        Should I.M.A. not cite the buyer’s non-fulfilment of any obligation for which the latter is responsible, this cannot be interpreted as a future waiver of its right to cite it later.

15.2.       In the event that any provision in these general terms and conditions is void or unenforceable for a legal reason, no other provisions will be affected.

16.          APPLICABLE LAW AND CLAUSE CONFERRING JURISDICTION

16.1.       The validity, performance and interpretation of these general terms and conditions, and any contract concluded by I.M.A., are governed by Belgian law, excluding the rules of private international law.

16.2.       Any dispute regarding the validity, performance or interpretation of these terms and conditions, or any contract concluded by I.M.A., will be subject to the exclusive jurisdiction of the courts covering the I.M.A. head-office region.