GENERAL SALES TERMS & CONDITIONS
(last update : 11/2025)
ARTICLE 1: GENERAL
The present general conditions of sale govern the contractual relations between CARRIERES DU HAINAUT, a limited partnership with share capital whose registered office is at 7060 SOIGNIES, rue de Cognebeau, 245, registered on the BCE register under n° 0401.155.871 (hereinafter referred to as ‘the Vendor’) and any natural or corporate person making a purchase of a product offered for sale by the Vendor (hereinafter referred to as ‘the Purchaser’).
The general conditions of sale shall apply strictly to all sales made between the Vendor and the Purchaser save where otherwise stipulated in writing by the Vendor in its particular conditions of sale. Even in the latter case, the present general conditions of sale shall remain applicable for all points in respect of which no express departure has been made. The present general conditions of sale are deemed to be known to and accepted by the Purchaser, even where they may run counter to the latter’s own general or particular conditions of purchase and shall prevail over the latter.
ARTICLE 2 : TENDER
2.1. Tenders shall be valid only subject to written acceptance within the space of one month or within the option deadline stated in the tender.
2.2. No work or service of any kind whatsoever shall be accepted on behalf of the Vendor without its written authorisation. Orders sent to the Vendor’s agents shall not become definitive until they have been confirmed in writing by the Vendor’s management.
2.3. Telephone communications must be confirmed in writing, failing which the Vendor reserves the right to consider them never to have occurred.
2.4. It is agreed that no tender shall be valid unless and until the documents supplied when the order was placed are in agreement on every point (types, dimensions, choice and quantities of stones) with the documents used to prepare the price quote. The Vendor reserves the right to revise the prices on the occasion of any modification which, up until the time of the performance, may influence the various factors making up the cost price.
2.5. The lengths, surfaces or volumes indicated in the Vendor’s tenders and order confirmations are given only for the most accurate possible informative purposes but imply no commitment on its part.
2.6. The complete plans, reduced-scale drawings and full scales, dockets, models and in general all the documents necessary for the proper making of the stones shall be supplied free of cost to the Vendor in good time for the performance. In the drafting of the reduced-scale drawings, the stones must retain as a minimum the dimensions set out in the quotes and dockets, in particular the thicknesses of the stones may be reduced.
ARTICLE 3 : ACCEPTANCE
3.1. Even though the prices have been drawn up on a cost paid to destination basis, it is the responsibility of the Purchaser to verify the merchandise from all points of view in the Vendor’s establishments before despatch.
3.2. The Purchaser is under an obligation to ask the Vendor for the despatch dates in order to carry out in good time the checks that it may deem necessary with regard to the merchandise ordered. If such checks are not conducted, the acceptance of the merchandise is deemed to be definitively acquired and accordingly no further claim, on any grounds whatsoever, can be taken into consideration. Only claims for stonework error shall be admissible, but on the express condition of having been filed before the stones were definitively laid.
3.3. Except when the term of delivery is set by special written derogation, all products sold by the Vendor shall be delivered to the Purchaser within the ‘Ordinary Delivery Time’, defined as amounting to between four and eight weeks from the date of written confirmation of the purchase order by the Vendor. The Ordinary Delivery Time is an indicative measure and does not constitute a definitive commitment on the part of the Vendor.
3.4. Where, by special written derogation, acceptance is to be issued upon implementation, it is understood that any implementation, whether it be carried out by the Purchaser or by third parties, shall serve as definitive, irrevocable acceptance of the purchased products.
3.5. The Vendor shall not be answerable for any defects which may arise in the blocks, slabs and finished products, etcetera, during the Purchaser’s manufacturing process.
ARTICLE 4 : TRANSPORT
4.1. Where the stones are sold and accepted loaded on an ex works basis, they shall travel at the Purchaser’s expense and risk. Loading and securing of loads shall be under the responsibility of the Purchaser and its carrier. No claim for loss, breakage, damage, false declaration or false direction shall be accepted, notwithstanding the declarations of non-liability demanded from the despatchers by the carriers.
4.2. Where the tender states a cost paid to destination basis, the destination location must be accessible by carriage road. Unloading operations shall be carried out by the Purchaser, within a time span set out in the particular conditions, any additional time being charged to the Purchaser at the market rate.
a) any increase to the price of transport may be added to the agreed price;
b) any request for the transport of an incomplete load may give rise to a supplementary transport price;
c) the Purchaser is required to check that the merchandise is in good condition before unloading it.
Any reservations concerning any anomaly with regard to the delivery (damage, loss, missing product, damaged product) must, before unloading, be recorded on the delivery document in the presence of the driver and be signed by the Purchaser. Any reservations concerning any anomaly with regard to the delivery identified after unloading or not having been duly recorded on the delivery document before unloading cannot be taken into account under any circumstances.
4.3. All costs in respect of transport equipment standing idle, whether on arrival or on departure, shall in any event be borne by the Purchaser.
4.4. Indications regarding costs of transport and customs duties are no more than simple information provided with no guarantee; they never imply an obligation to procure the means of transport at the prices indicated.
4.5. The Vendor may not be held liable for any damage suffered by the Purchaser or any third party linked to the transport of the merchandise where the merchandise is loaded and transported by the Purchaser or by a third party at the Purchaser’s request.
ARTICLE 5 : DEADLINE AND REMOVAL OF THE MERCHANDISE
5.1. The Purchaser is required, before starting production, to supply the Vendor with all the working documents necessary for the manufacture of the stones.
5.2. The delivery deadlines cited in the Vendor’s order confirmation shall be for indicative purposes only and shall not imply any commitment on its part. Delays in the delivery of products shall not give rise to damages for late performance, nor to damages and/or interests in respect of the Vendor.
5.3. The merchandise must be removed within the deadline agreed between the Purchaser and the Vendor. Beyond the said deadline, the Vendor may dispose of the merchandise listed in the price list applicable at the moment of sale for the sake of honouring another order in hand, and a fresh delivery deadline will then be notified to the purchaser. Orders not removed within the deadline agreed with regard to merchandise not listed in the price list may be invoiced by the Vendor and payment demanded as if the merchandise had been supplied.
ARTICLE 6: FORCE MAJEURE
All cases of force majeure shall be reserved in favour of the Vendor and fully discharge it from its liability, including but limited to, delays in delivery, qualitative defects, the failure to deliver products, etc. Events constituting force majeure shall notably include strikes, whether partial or total, lockouts, lockdowns, lack of transport equipment, serious operating accidents, storms, bad weather conditions, lack of raw materials, etc.
ARTICLE 7 : GUARANTEE
7.1. The Vendor will not accept any return of goods without prior authorization on its part ; the Purchaser must always check the goods before beginning the laying. Claims will not be accepted after laying in any case whatsoever.
7.2. The Vendor declines all responsibility and rejects any guarantee in case of the implementation of the product is not in accordance with the use for which it has been recommended and/or if the good practices applicable for the implementation of the product and if the technical information of the Vendor have not been respected. The same applies if the technical specificities of the product have not been observed.
7.3. In all cases where the Purchaser acquires blue Limestone of Hainaut from the Vendor, the Purchaser explicitly confirms having taken all steps necessary to gaining full and complete information on this product, and to be fully aware of this product’s natural properties and technical characteristics.
7.4. Therefore, the Purchaser explicitly acknowledges that, as blue Limestone of Hainaut is a natural stone, its appearance is variable and, because of its natural properties and technical characteristics, it becomes polished and may become slippery over time and over use. Blue Limestone of Hainaut may also gradually erode, deteriorate and fail over time and over use, especially when exposed to the elements. The Purchaser therefore explicitly accepts that the Vendor shall not be liable (whether based on contract, indemnification, warranty, tort, strict liability or otherwise) to the Purchaser or any third party for any damages whatsoever, including without limitation, special, indirect, incidental, consequential, punitive, exemplary, or direct damages, resulting from the natural properties and technical characteristics of blue Limestone of Hainaut sold by the Vendor.
ARTICLE 8: PRICING
Except if otherwise agreed between the Vendor and the Purchaser by special written derogation, the Vendor may modify the prices of all products offered for sale every two months throughout the calendar year, modifications taking immediate effect, as the case might be, from 1 January, 1 March, 1 May, 1 July, 1 September, or 1 November.
ARTICLE 9 : MEASURING AND BILLING
9.1. Cut stones and worked kerbs shall be measured according to the smallest parallelepiped rectangle necessary for the making of the stones, including the joints at the minimum unit volume of ten cubic decimetres. Where one or more dimensions include millimetres, each stone shall be billed at the next highest dimensions in full centimetres.
The volumes to be billed for each stone shall be rounded up to the next highest cubic decimetre. Cut stones supplied per square metre shall be measured according to the smallest rectangle circumscribing the facing of the stone including the joints, at the minimum surface unit of ten square decimetres. The minimum of ten square decimetres is not applicable to marble pavement stones (10, 15, 20, 25 and 30 mm thick). Where the curbs are measured in running metres, the connecting buttons shall be added to the length, convex or concave curbs shall always be billed per linear metre on the largest development of the curves at the special price agreed for the latter.
9.2. Any particular work to be carried out on the stones (patching, connecting the stones, staple holes, engaging grooves, etc.), even if the latter is listed on the work plan, is carried out at the Purchaser’s cost. Sculptures, engravings, and inscriptions will always be priced separately.
9.3. Deliveries and packaging are invoiced and, in principle, are never secured or taken back by the seller. However, deliveries and packaging with a deposit may be specifically requested at the time of ordering, but the seller reserves the right to refuse such a request. If the seller has agreed to the request for deposits on deliveries and packaging, these will be invoiced and taken back at the deposit price, provided that they are returned free of charge and in good condition to the seller's site within one month of dispatch.
ARTICLE 10 : CLAIMS AND RETURNS
10.1. Claims on bills are admissible only if they are filed in writing within ten days of the date of despatch of the bill. With regard to claims giving rise to the potential return of merchandise, any return of merchandise must be agreed in advance by the Vendor.
10.2. The physical return of merchandise must be announced by the Purchaser a minimum of 24 hours before the return of the merchandise to the vendor’s site. On receipt of the merchandise in the Quarries, the Purchaser or his representative shall be required to ensure he receives a return document attesting to the physical return of the merchandise to the Vendor’s site. In the event of a dispute, it shall fall to the Purchaser to be able to produce proof of the return, failing which no compensation can be claimed from the Vendor. Any amounts to be credited following returns of merchandise shall first be subject to validation by the Vendor’s commercial management.
ARTICLE 11 : TRANSFER OF OWNERSHIP –RETENTION OF TITLE
The Vendor shall remain the owner of the merchandise until the full settlement of the price and accessories (any costs, interest, and penalties), as well as the completion of all obligations, including debts still due to it from the Purchaser. Despite the present retention of title, the risk on grounds of loss or damage shall be transferred to the Purchaser as from the latter’s taking possession or as from the handover of the merchandise to the transport/despatch enterprise.
ARTICLE 12 : PAYMENT
12.1. Any dispute by the Purchaser on an invoice issued by the Vendor must be made in writing and must reach the Vendor within 10 days of the date of despatch of the invoice. Failing this, the claim will not be admissible.
Errors identified in an invoice shall not serve as a reason for its non-payment or non-acceptance.
12.2. Payment of the price relating to the first order shall be made in cleared funds without discount before the merchandise is loaded. The Vendor reserves the right, when dealing with any order placed by the Purchaser, to demand, as from the conclusion of the contract, an assignment of claim in proper form or any other guarantee to be set up by the Purchaser.
12.3. Save where expressly provided in the invoice, the price of the goods supplied shall be payable in cleared funds without discount at the Vendor’s registered offices.
12.4. Value-added tax and all other taxes and levies whatsoever, together with any increase in taxes and levies imposed or to be imposed on merchandise, transport, etc., shall be chargeable to the Purchaser even though such prices have been drawn up for returned merchandise.
12.5. Failure to pay an invoice by its due date shall automatically and without prior notice attract interest at 12% per annum.
Furthermore, failure to abide by the deadline shall automatically and without notice attract the payment of an agreed flat-rate sum of 15% of the price amounting to a minimum of 100 EUR, by way of damages and a penalty clause, without prejudice to interest on arrears, any costs involved in notification by registered letter or by bailiff and any judicial costs.
12.6. The Vendor reserves the right, in the event of non-performance or cancellation
by the Purchaser of one of its obligations, including failure to pay an invoice by its due date, to suspend all performance or despatch without prior notice and to immediately claim from the Purchaser the payment of all invoices already issued, as well as all performances relating to stones manufactured or in the course of manufacture, without prejudice to the right to claim damages.
The Vendor equally reserves the right to claim, either before the manufacture of the stones or in the course of performance, or before delivery, all guarantees it may deem necessary and in particular the assignment of claim or creditworthy guarantor.
The Vendor reserves the right to suspend any intervention in the event of the refusal by the Purchaser to set up one of the guarantees referred to in the previous paragraph without the latter’s being entitled to claim against the Vendor for any compensation whatsoever by virtue of a delay in performance.
12.7. The cancellation of an order by the Purchaser shall place upon it the obligation to pay all the costs occasioned by the said termination of a contract, the payment of the stones or work already carried out at the time of the cancellation, and the normal forgone earnings across the entire order. The amount of the said costs, stones and work already carried out and forgone earnings shall be recoverable from the Purchaser on presentation of an invoice, regardless of the grounds given by the Purchaser for the termination of the order.
ARTICLE 13: INTELLECTUAL PROPERTY RIGHTS
13.1. As regards the Intellectual Property Rights, the Purchaser shall not apply for, or register under his names, or use for commercial purposes, any symbols or names conflicting with the registered Trademarks of the Vendor or cause such symbols or names to be registered or prejudice the rights attaching to those Trademarks in any other way whatsoever. The Purchaser may not use the Vendor’s registered Trademarks as his company’s name.
13.2. Should the Purchaser be informed of any infringement or breach of the above-mentioned Intellectual Property Rights, the Purchaser will then immediately notify Carrières du Hainaut and give assistance in any relevant legal proceedings. The Purchaser will not on its own institute legal proceedings for infringement on these Intellectual Property Rights without the prior written consent of the Vendor. The Purchaser is not entitled to file any further claim for compensation, non-performance, or price reduction on the grounds of loss of these Intellectual Property Rights.
13.3. Except when otherwise agreed by special written derogation, and upon condition of mentioning the commercial name of the Purchaser and/or third parties indicated by the latter, the Vendor shall have the unrestricted right to make and publish photographs and videographic material showing its products during and after implementation by the Purchaser and/or third parties for publicity purposes.
ARTICLE 14: NON-DISCLOSURE AND CONFIDENTIALITY
All information and data provided by Vendor to the Purchaser, or vice-versa, including without limitation information on stocks, production rates, reserves, etcetera, is to be considered strictly confidential and may not be shared with any third party without prior written approval from the party to whom the information relates.
ARTICLE 15 : APPLICABLE LAW AND COMPETENT COURTS
15.1. All sales concluded between the Vendor and a Purchaser shall be governed by and construed in accordance with the laws of Belgium, to the exclusion of the Vienna Convention on Contracts for the International Sales of Goods.
15.2. Any dispute arising between the Vendor and a Purchaser relating to, arising out of or in any way connected with sales or any term or condition thereof or the performance of their respective obligations by the Vendor and the Purchaser, whether before or after termination of such sales, that is not amicably settled within three months, shall be exclusively submitted to the competent court of the judicial district of Hainaut, Mons division, Belgium, including summary proceedings and proceedings for interim relief. The foregoing is without prejudice to the right of appeal in first and second instance, which shall also be exclusively submitted to the aforementioned jurisdiction.