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General conditions of sale

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These general conditions are intended to define the terms under which the services of the private limited liability company POMEX SRL (hereinafter referred to as “POMEX”), whose registered office is located at 17 Rue du 12ème de Ligne, 7700 Luingne (Mouscron), and registered with the Banque Carrefour des Entreprises under the number 0541.723.719, are carried out.

The term “Contract” refers to these general conditions, supplemented where applicable by the offer provided to the Client concerning the supply of Goods or the provision of Services.

The term “Parties” refers to POMEX and the Client within the framework of the Contract.

  1. General Provisions :
    1. These general conditions, in particular, specify the terms of ordering, payment, and delivery, and apply to all sales of products, the provision of Services, or any other commitments made by POMEX.
    2. These general conditions shall always prevail over any general conditions of the Client. Accordingly, the Client waives the right to invoke any contradictory document, including their own general and/or specific conditions, even if these stipulate their exclusive application.
    3. Any order placed by a Client with POMEX implies the Client’s definitive and irrevocable agreement to all the general conditions of sale presented herein, without restriction or reservation.
    4. Any modification to the terms of these general conditions must be the subject of a written amendment signed and dated by the Parties.
    5. The Client explicitly acknowledges having read and fully understood these general conditions. In particular, they acknowledge understanding the language in which these conditions are drafted.
    6. These general conditions, together with the offer provided to the Client and signed by them and returned to POMEX, constitute the entirety of what is referred to hereinafter as the “Agreement.” Unless otherwise stipulated, in the event of any contradiction, the provisions of the offer provided to the Client shall prevail over these general conditions.
    7. The Agreement encompasses, to the exclusion of any other document or communication, all commitments made by POMEX to the Client to whom this Agreement is communicated. The Agreement replaces any prior offer, statement of intent, correspondence, or other communications, whether oral or written.
    8. The headings and numbering in this Agreement are included solely for reference purposes and do not form a substantive part of it.
  2. Formation of the Agreement :
    1. The Agreement shall come into force on the date of the signature of the sales or service Contract, or at the time of signing the purchase order if this occurs earlier. In all cases, and even in the absence of a written document, the Agreement, and particularly these general conditions, shall apply from the commencement of the delivery of goods or the provision of services by POMEX.
    2. POMEX’s offers are issued without obligation on its part. They only become binding on POMEX once they have been expressly accepted by the Client and after written confirmation of the Client’s order has been sent by POMEX, either by post or electronically.
    3. Unless withdrawn beforehand or otherwise stipulated, POMEX’s offers or quotations are, in any case, only valid for thirty (30) calendar days from their date of dispatch. Beyond this period, the Client must request a new offer from POMEX.
    4. In the absence of any contractual document, it is expressly agreed between the Client and POMEX that emails exchanged between the parties may establish a commercial relationship and thus constitute valid proof of the existence of an order and its acceptance.
    5. In the event of cancellation—whether partial or complete—of the order, POMEX reserves the right to claim compensation amounting to ten per cent (10%) of the agreed sale or service amount, without prejudice to the application of the provisions of Belgian law dated 14 July 1991 on commercial practices.
    6. Without prejudice to the provisions of the aforementioned law, an order may no longer be cancelled once the services have commenced or the goods have been delivered by the service provider.
    7. At the time of the conclusion of the Contract, POMEX may require the payment of a deposit, which shall not exceed fifty per cent (50%) of the total price of the order.
    8. Any specific condition that has been negotiated is unique, non-renewable, and applicable only under the terms defined by both Parties.
    9. Any Service Contract shall be tacitly renewable unless one of the Parties gives one month’s prior notice before the end of the Contract, by means of a registered letter.
  3. Pricing, Invoicing, and Payment :
    1. Unless otherwise stipulated, the prices indicated or expressed by POMEX are in euros (€) and exclude VAT, as well as other taxes, duties, or similar charges applicable due to the execution of the Contract.
    2. Unless otherwise stipulated, whether in the context of a sale or a Service, travel expenses, accommodation, meals, and all ancillary costs are never included in the estimates or fixed-price offers negotiated by POMEX. These costs will be invoiced additionally to the Client.
    3. Invoices must be paid within thirty (30) calendar days from the date of issuance. Payments must be made via bank transfer to the account specified on the invoice.
    4. All bank and currency exchange fees charged to POMEX will be re-invoiced to the Client.
    5. Goods will be invoiced following notification of their availability for collection or upon shipment if arranged by POMEX. Services will be invoiced monthly in arrears or upon completion if this occurs earlier.
    6. If an invoice is not honoured within the contractual deadline, POMEX reserves the right to apply the following measures, without prejudice to its other rights: Late interest: Calculated based on the refinancing rate of the European Central Bank, plus seven per cent (7%), applied automatically without formal notice, until the full debt is settled.Fixed compensation: In addition to late interest, an irrevocable and fixed administrative compensation amounting to fifteen per cent (15%) of the outstanding invoice amount (with a minimum of €75) will be charged.
    7. Suspension of services: POMEX reserves the right to suspend deliveries or services until the full payment of all outstanding amounts (including late interest and penalties) is received.
    8. Any disputes regarding an invoice must be submitted within fifteen (15) calendar days of the invoice date. Complaints must be sent in writing by registered letter to POMEX, clearly stating the reason for the complaint. Failing this, the invoice will be deemed accepted in full.
  4. Guarantees :
    1. POMEX guarantees the following: Ownership and unrestricted use: Subject to other provisions of the Contract, POMEX guarantees that the Goods delivered are free from defects in ownership. Manufacturer’s warranty: Goods benefit solely from the original manufacturer’s warranty, limited to defects reported within twelve (12) calendar months from commissioning or eighteen (18) months from delivery (whichever occurs first). For consumables and spare parts, the warranty period is ninety (90) days from delivery.
    2. POMEX cannot be held liable for defects resulting from: Normal wear and tear. Misuse, improper storage, installation, operation, or maintenance. Modifications or repairs carried out without prior written authorisation. Use of unauthorised software or spare parts.
    3. The Client will reimburse any investigation or rectification costs incurred by POMEX if such defects are not covered under warranty.
  5. Use, Delivery, Installation, and Applicable Deadlines for Delivering Goods :
    1. Use: The equipment and products delivered to the Client must be used in accordance with the standards set out in the user manuals. POMEX shall not be held liable for any malfunction of the equipment or products delivered if the malfunction results from improper use contrary to the intended purpose of the equipment or products. The Client shall bear the burden of proving that the equipment was used in compliance with the relevant guidelines.
    2. Description: Descriptions, dimensions, weights, photographs, drawings, and other specifications provided in our catalogues or brochures are for indicative purposes only and are not binding on POMEX.
    3. Packaging: Goods are packaged in accordance with our customary practices. POMEX reserves the right to disassemble equipment to facilitate packaging or shipping.
    4. Delivery and Installation: Unless explicitly agreed otherwise, the Client waives the right to prior notice of shipment. The method of shipment is at POMEX’s discretion. Delivery or shipping costs to the Client’s premises or headquarters are not included in the sales price unless otherwise stipulated in the offer. The terms related to delivery and installation must be specified in the purchase order. In the absence of specific delivery terms, the first paragraph of this section shall apply. The services provided relate solely to the installation described in the purchase order, excluding anything not explicitly mentioned therein. The Client must ensure that the delivered equipment or products are installed in a location that allows for rational arrangement and normal conditions for assembly, use, and maintenance. Unless agreed otherwise, the Client shall bear the costs of installation and ensure the maintenance of the equipment through the distributor.
    5. Delivery Deadlines: Delivery deadlines are provided for information purposes only, are based on optimal conditions, and do not bind POMEX in any way. Deadlines begin only when POMEX has received all necessary elements to execute the order. POMEX’s deadlines are automatically extended in the event of force majeure or any event beyond its control that makes performance difficult or impossible, including technical or IT issues. Such unforeseen delays do not entitle the Client to cancel the order or claim any compensation from POMEX. If delays arise due to the Client’s actions or omissions (e.g., failure to provide specifications, scaled work plans, or other required information), delivery and completion deadlines, as well as the price, will be adjusted accordingly. If the Client delays or refuses to take delivery of the goods after being notified of their availability for collection, POMEX reserves the right to store the goods at the Client’s expense in an appropriate facility.
    6. Support: After the legal warranty period has expired, any telephone, email, or on-site support will only be provided if the Client has signed a maintenance Contract with POMEX.
    7. Transfer of Ownership: Ownership of the goods transfers to the Client only after full payment of the principal amount and associated costs. POMEX reserves the right to reclaim unpaid goods after providing a final thirty (30) day grace period for payment. Until full payment is made, the Client may not transfer, alter, pledge, use as collateral, or lend the goods in any way, nor dispose of them. In the event of seizure or any other claim by a third party concerning the goods, the Client must immediately inform POMEX so that its rights can be preserved.
    8. Transfer of Risk: Risk transfers to the Client once the goods have been individualised at POMEX’s premises. From that moment, the Client assumes the risks of loss, theft, partial or total destruction of the goods.
  6. Service Provision Clauses :
    1. Pricing: POMEX services are billed based on time spent and hourly rates, which vary depending on the personnel involved. Complex issues requiring highly skilled personnel will incur higher hourly rates. Service estimates provided by POMEX are indicative and non-binding unless a fixed price is expressly agreed upon for a specific service.
    2. Service Planning: A service schedule may be established jointly by the Parties upon signing the Contract. This schedule will remain valid for the duration of the Contract. Any unplanned intervention must be requested at least twenty-four (24) hours before the start of the service. Failure to adhere to the schedule shall not hold POMEX liable in any way, nor shall it be grounds for terminating the Contract.
    3. Additional Services: Any additional services will be the subject of a specific offer.
    4. Overtime Rates: Services rendered outside POMEX’s regular working hours (i.e., weekdays before 7:30 AM, after 6:30 PM, or on Saturdays) will incur a fifty per cent (50%) surcharge. Services on Sundays and public holidays will incur a one hundred per cent (100%) surcharge.
  7. Force Majeure :
    1. The Contract (with the exception of the Client’s obligation to pay amounts owed to POMEX for delivered goods or services) shall be suspended without liability if and to the extent that its execution is hindered or delayed by circumstances beyond the reasonable control of the affected Party, such as natural disasters, wars, armed conflicts, terrorist attacks, explosions, accidents, floods, sabotage, governmental actions (including export bans), strikes, or lockouts.
    2. POMEX is under no obligation to provide hardware, software, services, or technology until it obtains the necessary permits or authorisations under applicable import/export laws or regulations. If such permits are denied or revoked, or legal changes prevent execution, POMEX shall be released from its obligations under the Contract without liability.
    3. If force majeure lasts more than one hundred and eighty (180) consecutive days, either Party may terminate the unperformed portion of the Contract by written notice to the other Party, without incurring liability.
  8. Liability :
    1. POMEX’s Liability: POMEX undertakes to exercise due care in fulfilling its obligations and is subject to a best-efforts obligation unless a result obligation is expressly stated in the Contract. POMEX may subcontract all or part of the services but remains liable for the proper execution of subcontracted work unless the subcontractor was chosen by the Client. POMEX is not responsible for damages resulting from insufficient or inaccurate information provided by the Client.
    2. Client’s Liability: The Client agrees to collaborate actively with POMEX, providing timely clarifications, documents, and any necessary technical or safety-related information. The Client must compensate POMEX at a minimum rate of €150/hour for time lost due to the Client’s failure to fulfil their obligations.
    3. Limitation of Liability: POMEX’s liability is expressly limited to direct damage incurred by the Client that results from a professional error committed by POMEX during the performance of its obligations. POMEX shall not be liable for any indirect or intangible damages incurred by the Client or any third party, including but not limited to production losses, loss of profits, loss of contracts, loss of opportunities, or loss of data. Notwithstanding any other provisions and unless otherwise required by law, POMEX’s total liability for damages, claims, or causes of action, regardless of their basis (including but not limited to breach of contract, tort, strict liability, or intellectual property infringement), shall not exceed an amount equal to three times the amounts paid under the Contract. The Client expressly agrees that under no circumstances shall POMEX’s employees, officers, or shareholders be held personally liable under this Agreement, even in cases of negligence or proven fault. POMEX’s liability is limited exclusively to its corporate entity. POMEX shall not be liable for non-performance of its obligations caused by circumstances deemed unforeseeable or beyond its reasonable control (force majeure). The Client shall indemnify and hold POMEX harmless against any claims, losses, or damages arising from the Client’s failure to provide accurate, relevant, and complete information necessary for POMEX to fulfil its obligations.
  9. Non-Exclusivity :
    1. The Client acknowledges that the relationship between POMEX and the Client is entirely non-exclusive. POMEX expressly reserves the right to provide the same services to other clients.
  10. Non-Solicitation :
    1. The Client undertakes not to recruit, employ, or engage (e.g., as an independent contractor) any current or future POMEX employees, either directly or through an intermediary, for the duration of the Contract and for one (1) year following its termination. This clause applies irrespective of the employee’s role or specialisation, even if the solicitation originates from the employee.
    2. In the event of a breach of this clause, the Client irrevocably agrees to compensate POMEX with a fixed indemnity of one hundred and fifty thousand euros (€150.000,00 €).
  11. Confidentiality and Use of POMEX’s Branding :
    1. Confidentiality: POMEX commits to adhering to the ethical rules of its profession and maintaining strict confidentiality concerning all information obtained during its professional activities. Neither POMEX nor the Client may disclose any information received in the course of their relationship to a third party without the prior written consent of the other party. This confidentiality obligation does not apply to information that has entered the public domain or if disclosure is required by law, regulation, or court order. POMEX reserves the right to disclose the existence and terms of the service relationship for promotional purposes, provided no confidential content is revealed. The Client authorises POMEX to share confidential information with insurers, legal advisors, or government/regulatory authorities if required. Both Parties agree to maintain confidentiality for three (3) years following the end of the Contract.
    2. Use of POMEX’s Name, Logos, and Branding: The Client acknowledges that any reproduction or use of POMEX’s name, logo, or branding is strictly prohibited without POMEX’s written consent. If granted, such reproduction and use must comply with POMEX’s specific instructions regarding colours, quality, and size. In cases where a third party is authorised to use POMEX’s name or logo, they must avoid creating any confusion between their activities and those of POMEX.
  12. Intellectual Property :
    1. All offers, descriptions, sketches, calculations, studies, methods, reports, and other documents provided by POMEX remain its exclusive property, even if fees are charged for them. The Client may use these documents solely for internal purposes.
    2. Reproduction of POMEX’s documents, in any form, is prohibited without prior written consent unless it is for strictly internal use.
    3. Unless explicitly transferred through a specific contractual provision, POMEX retains full ownership of all intellectual property rights (including copyright, design rights, database rights, etc.) associated with the materials and creations produced in execution of the Contract. This includes preparatory materials such as drafts, sketches, and plans.
    4. POMEX grants the Client a limited right to use and exploit the delivered materials strictly in accordance with their intended purpose and under the terms specified in the offer, purchase order, or invoice. This right does not constitute a transfer of ownership and is limited to the primary use of the materials. Derivative uses (e.g., adaptation or merchandising) are expressly excluded.
    5. In the event of doubt regarding the scope of use, the materials’ intended purpose is presumed to be their first use by the Client. Preparatory materials (e.g., drafts) may not be exploited without POMEX’s prior written consent.
    6. The authorisation granted to the Client is contingent on full compliance with the Contract, including complete payment of amounts due to POMEX.
    7. The Client agrees to include POMEX’s logo visibly on any publication of its creations, in line with advertising standards.
    8. POMEX is authorised to feature the Client’s projects (or parts thereof) on its website or other promotional platforms unless otherwise agreed.
  13. Electronic Communication :
    • During the Contract’s term, electronic communications (via email or fax) may be exchanged between POMEX and the Client. POMEX cannot guarantee the security, virus protection, or confidentiality of these communications. It cannot be held liable for issues such as hacking, interception, or loss of emails.
    • By initiating communication via email or fax, the Client acknowledges these risks and authorises POMEX to use electronic communication methods.
  14. Amendment of the Legal Framework :
    1. If the Client’s or POMEX’s obligations under the Contract are altered due to new or amended laws, regulations, or decrees, the contractual price and delivery timelines will be adjusted accordingly. POMEX may suspend or terminate the Contract at its discretion in such cases.
  15. Waste Disposal :
    1. Except where legally required, POMEX assumes no responsibility for the collection, treatment, or disposal of waste goods or their components. If legally mandated to handle waste under applicable EU directives (e.g., Directive 2002/96/EC on Waste Electrical and Electronic Equipment), the Client will bear the costs incurred by POMEX for collection and disposal.
  16. Default, Insolvency, and Termination :
    1. POMEX may terminate the Contract immediately, without prejudice to other rights, if:
      • The Client breaches their obligations and fails to remedy the breach within thirty (30) days of receiving written notice.
      • The Client’s solvency is in doubt due to legal actions, insolvency, or other indicators of financial instability.
      • In such cases, POMEX may recover damages, including administrative costs and loss of profits.
  17. Resolution of Disputes and Governing Law :
    1. This Agreement is governed by Belgian law, without regard to its conflict-of-law rules.
    2. Disputes arising under this Agreement shall be submitted exclusively to the jurisdiction of the Commercial Court of Tournai.