General terms and conditions of sale ADLEY NV/SA

General terms and conditions of sale


Adley NV ("Adley")


Budasteenweg 2A •1830 Machelen• Belgium


CBE/VAT: (BE)0419.245.381



These General Terms and Conditions of Sale form an integral part of our offers and quotations and apply to every order of our products. We exclude any general purchase conditions of the customer. Any changes to these terms and conditions may be agreed upon by the parties but will only apply if they are recorded in writing and explicitly accepted by Adley.


1. Our offers are neither binding nor final. Contracts only enter into force upon receipt of our written order confirmation or upon execution of the order.



2. Liability clause - All information provided in our quotations, our documentation or in any other correspondence with our customers is for information purposes only. The customer must decide for himself to what extent this information is appropriate and complete for the use he wishes to make of our products and equipment, as well as for the protection of the environment and the health and safety of their personnel. Given the conditions and the circumstances in which the products and equipment are used are not under our control, Adley cannot be held liable for any damage and loss, of any nature whatsoever, that would be the direct or indirect result of their use, without prejudice to our liability for any direct damage in the event of serious fault, intent or fraud. 



3. Delivery times - The indicated delivery times are for information purposes only. Exceeding it does not entitle the customer to cancel the order, nor to demand any compensation.



4. Transport and deliveries - The delivery is done FCA (free carrier - Incoterms 2020). The transport of our goods takes place at the risk of the recipient, even if they are sent without shipping cost.  As far as we are concerned, a late delivery or non-delivery by the carrier to whom we have entrusted the goods, counts as a case of force majeure. The interpretation of the usual clauses of international trade (EXW, DAP, etc..) will be done in accordance with the Incoterms 2020.



5. Complaints - Complaints regarding the number of consignments and the external damage to the packaging will only be accepted if formulated upon receipt of the goods and stated on the shipping documents.



6. Warranty - The guarantee on the adhesives, other chemical products, on the equipment and their spare parts is limited to the guarantee provided by the manufacturer, which can be obtained on simple request. In the event that the manufacturer acknowledges that a delivery is not in accordance with their specification, the customer can only claim the replacement or refund of the products, without compensation. Any complaint regarding non-conformity of the products must be communicated by registered letter within a period of 15 days after receipt of the goods. It is explicitly agreed that, as soon as this period has expired, we are relieved of any responsibility.



7. Payment terms - Our invoices are payable before or at the latest on the due date. Payments must be made by bank transfer to one of the following bank accounts BE17 4370 1856 4121 or BE 73 2100 2377 5560 or BE 36 3630 5376 1581 listed on our invoices. Under no circumstances will the customer pay to another bank account number other than any one of the three above. If the customer nevertheless pays into another bank account other than any of the three above, the invoice will be considered as unpaid.  In the event of non-payment of the invoice on the due date, a late payment interest of 1% per month will be due by operation of law and without a notice of default being required, as well as a fixed compensation of 40 euros for the own collection costs. In addition, after a period of 30 days, counting from the due date, an additional compensation of 15% will be charged on the amount of the unpaid invoice, by operation of law and without notice of default. The same compensation can be claimed by the customer if our payment obligations are not met. Each delivery is considered a separate operation so that no compensation can take place due to take-back, disputes, credit notes, etc.



8. Reservation in respect of ownership – The goods that are the subject of the sale remain our exclusive property as long as the price, possibly to be increased with interest and compensation, has not been paid in full. In the event that the customer resells the goods belonging to Adley, even processed, from now on, all claims arising from this resale to Adley.



9. Taxes and duties – All current and future taxes or duties, of whatever nature, are at the expense of the customer.



10. Divisibility – If a provision or part thereof is not enforceable, it shall, to the extent required, be deemed not to be part of the General Terms and Conditions of Sale and the unenforceability shall not affect the validity of the other provisions of the General Terms and Conditions of Sale which remain in full force and effect. Any invalid provision shall be reinterpreted or amended in such a way that the intended economic objective can be achieved.



11. Jurisdiction – For all disputes concerning the execution or interpretation of our General Terms and Conditions of Sale, as well as our agreements as such, only the Dutch-speaking Business Court of Brussels is competent.



12. Applicable law – Only Belgian law applies, without giving effect to any of the following: (i) any other conflicting choice of law clause, (ii) conflicting conflict-of-law rules (Belgian or other), (iii) the United Nations Convention concerning international sales agreements concerning movable property (the Vienna Sales Convention 1980) and (iv) the   United Nations Convention on the limitation period in the case of international sale of movable property of 1974 and the 1980 Statute of Limitations.


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