Terms of use

1. ACCEPTANCE OF THESE TERMS AND CONDITIONS

1.1. These general terms and conditions govern all our sales, notwithstanding any printed conditions that the buyer may seek to invoke.
1.2. Any conditions contrary to the present terms and stipulated by the buyer shall only be binding upon APEX if they have been expressly and in writing accepted by APEX.

2. OFFERS AND ORDERS

2.1. APEX’s offers are valid for 30 calendar days.
2.2. Orders may be placed by mail, fax, e-mail or telephone.

3. PRICES - VAT - TRANSPORT COSTS

3.1. Goods are sold at the applicable rate, which the buyer acknowledges having read.
3.2. Prices are exclusive of VAT, which shall be borne by the buyer.
3.3. Taxes, duties, and costs related to the delivery of the goods are to be borne exclusively by the buyer. Any increase thereof occurring after the order date shall be borne by the buyer.

4. PAYMENT

4.1. Unless expressly stipulated otherwise in writing, APEX’s invoices are payable in cash and without discount at its registered office, upon receipt of the goods.
4.2. APEX’s invoices are payable without offset and/or discount, notwithstanding any complaint made in accordance with the formalities and deadlines provided in Article 12.

5. NON-PAYMENT - PENALTY CLAUSE - LATE PAYMENT INTEREST

5.1. In the event of non-payment by the due date, the amount of each invoice issued by APEX shall automatically and without prior formal notice be increased by a conventional, flat-rate and irreducible compensation of 15%, with a minimum of €50.00, and by conventional interest of 1% per month started.
5.2. Furthermore, if the buyer is a business, they shall also owe APEX reasonable compensation for all relevant recovery costs incurred due to the non-payment of the amounts due on time (reminder fees, administrative fees, lawyers’ fees and costs included).
5.3. The delivery of bills of exchange or the agreement of installment payments shall not constitute a novation and shall not derogate from the application of Articles 5.1 and 5.2 of these general sales conditions.
5.4. If, under an installment agreement, the buyer fails even once to pay by the due date, the remaining balance shall become immediately due and payable.

6. DELIVERY TIMES

APEX’s delivery times are provided for information purposes only, unless otherwise stipulated in writing. Any delay shall in no case give rise to the granting of damages or compensation or to the cancellation of the contract.

7. EXTERNAL CAUSE

If APEX’s performance of its obligations is prevented by an external cause, including but not limited to accidental events or force majeure, the contract performance shall be suspended if the obstacle is temporary and terminated if the obstacle is permanent.

8. ACCEPTANCE

8.1. Goods are deemed accepted upon delivery, which covers all apparent defects.
8.2. Any claim for hidden defects must, under penalty of forfeiture, be notified within eight days of delivery by registered letter sent to APEX’s registered office, with a precise description of the alleged defect, the postmark serving as proof.
8.3. In the case of subsequent claims for this reason, it is up to the buyer to prove the date of later discovery of the defect in question.

9. RETENTION OF TITLE

Ownership of the sold goods remains with APEX until full payment of the price. APEX reserves the right to recover the goods until full payment has been made.

10. RETURNS

10.1. Sold goods are neither returnable nor exchangeable unless with APEX’s prior written consent.
10.2. Returned goods must be sent carriage paid.
10.3. “On approval” shipments will be invoiced if not returned within fifteen days of delivery in new condition and in their original packaging.

11. TRANSFER OF RISK

APEX’s goods are sold “Ex Works”. The transfer of risk takes place as soon as the goods are made available to the buyer at APEX’s operational or registered office. Delivery is made either by direct handover to the client, by simple notice of availability, or by delivery at APEX’s operational or registered office to a carrier designated by the buyer, or failing that, to a carrier chosen by APEX.

12. COMPLAINTS

12.1. Any invoice not subject to a written complaint sent by registered letter to APEX’s registered office within eight days of receipt of the goods shall be deemed accepted.
12.2. It is expressly agreed that the buyer may not suspend payments in the event of a dispute between the parties.

13. TERMINATION AND CANCELLATION

In the event of a sale of goods by APEX and termination or cancellation of such sale by the buyer after acceptance of the order form, the buyer shall owe APEX compensation equivalent to 40% of the order price including VAT.

14. WARRANTY

14.1. The goods sold are guaranteed by APEX to the same extent as they are guaranteed to APEX by its suppliers.
14.2. The assembly of the sold goods is covered by the warranty if it has been carried out in accordance with the technical instructions of the manufacturer and provided the buyer can provide proof thereof.
14.3. The warranty is not applicable if the buyer modifies or transforms the goods sold by APEX, unless with APEX’s prior written consent. In such cases, the buyer bears all related risks and liabilities.

15. MISCELLANEOUS

15.1. The fact that APEX does not invoke a breach by the buyer of any obligation shall not be interpreted as a waiver of its right to do so in the future.
15.2. All ZirkonZahn milling machines may only be used with original ZirkonZahn consumables.
15.3. If any provision of these general terms is found to be null or unenforceable for any legal reason, none of the other provisions shall be affected.

16. APPLICABLE LAW AND JURISDICTION

16.1. The validity, performance and interpretation of these general conditions, as well as of any contract concluded by APEX, shall be governed by Belgian law, excluding private international law rules.
16.2. Any dispute relating to the validity, performance or interpretation of these general terms, or of any contract concluded by APEX, shall fall under the exclusive jurisdiction of the courts of APEX’s registered office.