Terms & conditions of sale
All orders of products must be initiated by written purchase orders to OpenMotics BVBA (“OpenMotics”). No order will be binding on OpenMotics until accepted by OpenMotics in writing. OpenMotics may request a letter of credit before any order is accepted and/or shipment is made.
All purchase order acceptances by OpenMotics are subject to Buyer’s unqualified acceptance of these terms and conditions, which will apply exclusively to the sale and delivery of products by OpenMotics. No waiver, modification, or additions to these terms and conditions will be binding unless authorized in writing by an officer of OpenMotics. These terms and conditions will prevail over any purchase or other conditions of Buyer.
Prices are exclusive VAT, customs duties and tariffs and all other national, state, and local taxes, fees or charges now in force or enacted in the future. Any such tax, fee or charge imposed by any governmental authority on the transaction between OpenMotics and Buyer will be paid by Buyer in addition to the prices quoted or invoiced. If OpenMotics is required to pay any tax, fee or charge at the time of sale or thereafter, Buyer will reimburse OpenMotics thereof.
OpenMotics uses the Incoterms 2010 delivery options EXW (Ex Works) and DAP (Delivered At Place), one of which will be mentioned on the sales order.
In case of EXW (Ex Works) customer is responsible for picking up the materials from the OpenMotics office (Vlasgaardstraat 52, 9000 Gent, Belgium).
Alternatively, delivery of products will be made at the DAP (Delivered At Place) point, i.e. the “Ship To” address indicated on the Buyer’ purchase order (or the “Shipping address” noted on the OpenMotics sales order if no purchase order was received), at which time risk of loss will pass to Buyer. Product will be shipped to the DAP point via a transport company at OpenMotics’ sole option. Any freight and insurance charges (if applicable) will be paid by OpenMotics, with exception of the customs formalities, payment of customs duties and any other charge for import in the country of destination, which will be paid by the Buyer.
Payment should be made within thirty (30) days following the invoice date unless otherwise stated in writing by OpenMotics. Payment will be made to OpenMotics at the address on the enclosed invoice or such other address as OpenMotics may specify. Invoices not paid when due will bear interest from the due date at the rate of 1,50 percent per month, or any portion thereof, or the highest rate allowed by law, whichever is less. If Buyer has not paid for an order within sixty (60) days of the invoice date, OpenMotics may elect to accept future orders on a cash-on-delivery or cash-with-order basis until credit is re-established to OpenMotics’ satisfaction.
If Buyer thinks that the invoice is wrong, or if Buyer needs more information about a transaction on an invoice, Buyer must contact Accounts Receivable no later than thirty (30) days after receipt of the first invoice on which the error or problem appeared. Accounts Receivable can be contacted at +32 (0)47 222 666 8. The following information should be provided: name, account number, the invoice number, the Euro amount suspected error, a description of the error or, if more information is needed, a description of the relevant item.
Title to the products will only transfer upon receipt of full payment for those products.
OpenMotics warrants that, at the time of shipment, the OpenMotics products (i) will conform to their specifications as published by OpenMotics and applicable at the time the order is placed and accepted, and (ii) will be free of defects in materials and workmanship, and (iii) will be manufactured in accordance with the applicable manufacturing standards. OpenMotics may, at its sole option, repair or replace any products which do not meet the preceding warranty, or refund the product purchase price. Warranty will not apply to products or spare parts that have been modified, altered or combined with other devices in any manner by anyone other than OpenMotics, or to defects caused (a) by the use in an application or environment other than that intended or recommended by OpenMotics; (b) by service by anyone other than employees of, or persons approved in writing by OpenMotics; or (c) by accident, negligence, misuse, or other causes other than normal use. Replacement products and parts supplied under this warranty will carry only the unexpired portion of the original warranty.
The warranties set forth in this section are the exclusive warranties with respect to the products and are given and accepted in lieu of any and all other warranties, guarantees, conditions and representations express or implied, concerning the merchantability, satisfactory quality or fitness for a particular purpose, or that the operation of the products will be uninterrupted or error free. Notwithstanding the foregoing, OpenMotics does not exclude liability to the extent that such liability may not be excluded or limited by law.
In no event, will OpenMotics be liable for the cost of procurement of substitute products by the customer or for any unforeseeable damages or any expenses incurred by the Buyer, including without limitation, expenses for the custody of the products, even if these expenses are made in relation to a breach of contract by OpenMotics. This limitation will apply even if OpenMotics has been advised of the possibility of such damages.
Buyer will obtain and maintain all consents, approvals, authorizations, designations, and filings, including those for currency controls, which may be required in any country in which Buyer receives the products. The sales of products will be governed by and construed with the laws of Belgium, without reference to its conflict of laws principles.
The sales of products and the transactions concerned by these terms and conditions will be governed by and construed under the laws of Belgium, without reference to principles of conflicts of law. Any controversy or claim arising out of any sale of products or any of the terms or covenants herein will be settled by the courts of Antwerp.
Buyer agrees to keep confidential the terms and conditions of the purchase order, including but not limited to, the identity of the items, prices and quantity that may be recited herein.
No delay or failure to exercise any right or remedy provided for in these terms and conditions will be deemed a waiver of such rights or remedies. Except as otherwise agreed by the parties in writing signed by an officer of OpenMotics, this invoice and the attachments here to constitute the entire agreement between OpenMotics and Buyer with respect to the sale of the accompanying products. In case of a complaint, contact your sales person to obtain further instructions. These terms and conditions may not be modified, supplemented, qualified or interpreted by any order or acceptance forms or trade usage or prior course in dealing not made a part of the contract by its express terms.
OpenMotics BVBA, Vlasgaardstraat 52, 9000 Gent (Belgium)
Last Updated: 25 june 2021