Terms of sale
General Terms and Conditions
Article 1: General Principles
These General Terms and Conditions (the "General Terms") apply to all sales, deliveries, works, and services provided by TRYMA BV (BE) and TRYMA BV (NL) ("TRYMA"). These sales, deliveries, works, and services primarily concern machines and accessories for processing plastic, aluminum, and steel profiles, and for producing windows and doors, in the broadest sense ("Products"). The customer ("Customer") is deemed to accept these terms by placing an order. By placing an order with TRYMA, the Customer explicitly and irrevocably waives any of their own general terms, in any form. Execution of an order does not imply acceptance of the Customer’s own terms. Deviations or additions to these General Terms are only valid if expressly accepted in writing in advance by TRYMA's authorized representative(s). Even in such cases, the General Terms remain applicable for all points not explicitly amended.
Article 2: Offers
2.1. TRYMA’s offers, including all price quotations, estimates, preliminary calculations, advertisements, or similar communications, are always non-binding and only binding upon written confirmation of the order by TRYMA or by execution of the order by TRYMA. All offers are valid for 30 calendar days unless otherwise stated.
2.2. TRYMA reserves the right to adjust prices at any time to compensate for cost increases, including but not limited to: (1) increased prices from TRYMA's suppliers for Products, including increased labor costs; (2) changes in type, design, quality, packaging, shipping, or other specifications of Products in the offer or order confirmation; (3) unforeseen events beyond TRYMA’s reasonable control that complicate performance of the agreement.
2.3. Offers based on information provided by the Customer assume such information is accurate and complete. If later found incorrect or incomplete, TRYMA may unilaterally adjust its prices.
2.4. Prices are Ex Works and exclude VAT and all current or future direct or indirect taxes.
2.5. In the case of composite offers, TRYMA is not obliged to deliver a part of the total service at the price indicated for that part.
2.6. For sales with financing, the sale is subject to the condition precedent that financing is obtained by the Customer within the agreed period. If financing is not obtained, TRYMA may claim a fixed administrative fee of EUR 250.
Article 3: Formation of the Contract
The obligation of TRYMA arises only upon written confirmation of the order or execution of the order by TRYMA.
Article 4: Cancellation of Orders
4.1. The Customer may cancel an order by registered letter as long as the Products have not been ordered from suppliers and production has not started. Products specifically ordered for the Customer and not in stock cannot be canceled.
4.2. In case of cancellation, the Customer agrees to pay a termination fee of 15% of the total order amount, without prejudice to TRYMA’s right to prove actual damages if higher.
Article 5: Delivery
5.1. All deliveries are Ex Works (warehouse), which means the place from which TRYMA or its suppliers deliver.
5.2. All costs and risks related to the Products transfer to the Customer upon delivery.
5.3. Delivery times are indicative; TRYMA may adjust them if necessary.
5.4. Delays do not entitle the Customer to penalties, compensation, or contract termination, unless due to intentional fault by TRYMA.
5.5. Changes by the Customer automatically invalidate any previously indicated delivery time.
5.6. TRYMA may make partial deliveries.
Article 6: Payment
6.1. Invoices are payable at TRYMA’s office within 30 days unless otherwise agreed in writing.
6.2. Agents cannot receive payments. All bank or collection costs are borne by the Customer.
6.3. Invoice complaints must be submitted within 8 days by registered letter.
6.4. Late payments accrue 10% interest per year plus a fixed penalty of 15% (min 100 EUR, max 2,500 EUR).
6.5. Non-payment of a single invoice makes all other invoices immediately due.
6.6. TRYMA has a lien on Products for unpaid amounts.
6.7. TRYMA may suspend execution until the Customer fulfills all obligations.
Article 7: Retention of Title
Products remain property of TRYMA until full payment. Sale or transfer before payment is prohibited and incurs a penalty equal to 50% of the Product price.
Article 8: Complaints
Customer must inspect Products upon delivery. Visible defects must be reported within 5 business days by registered letter. Hidden defects: within 10 days after discovery, with a 2-year warranty.
Article 9: Force Majeure
Includes war, strikes, fires, supplier delays, natural disasters, etc. Suspends performance without termination or compensation.
Article 10: Suspension and Termination
TRYMA may consider the contract terminated by operation of law in case of Customer bankruptcy, judicial reorganization, or insolvency. Termination fee: 40% of the contract value.
Article 11: Liability
TRYMA is liable only for fraud or gross negligence. Liability limited to contract value. No liability for incorrect use, modifications, or third-party interventions.
Article 12: Software
Customer obtains a non-exclusive right to use software provided with the Products, limited to one system. Reproduction, modification, or sublicensing prohibited without written authorization.
Article 13: Invalid Clause
Invalid clauses do not affect validity of remaining clauses. Parties shall replace invalid clauses with ones reflecting original intent as closely as possible.
Article 14 & 15: Governing Law and Jurisdiction
Belgian law applies. Competent courts: Enterprise Court of Ghent, Ypres section, or other courts of West-Vlaanderen. Dutch law applies to contractual aspects; CISG excluded. Arbitration or mediation possible by agreement.