TERMS & CONDITIONS
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1. SCOPE
These Terms and Conditions govern all current and future business relationships between UMI Europe nv (hereinafter referred to as “UMI”) and its business partners (hereinafter referred to as “Customer”). Deviating terms and conditions of the Customer shall not apply unless expressly agreed to in writing by UMI.
2. DATA PROTECTION
UMI processes Customer data in accordance with applicable data protection laws. Our privacy policy is available here.
3. GOVERNING LAW AND JURISDICTION
For business Customers, Belgium will be the exclusive jurisdiction for all disputes arising directly or indirectly from the contractual relationship, including international disputes. However, UMI also reserves the right to initiate legal proceedings at the Customer’s general place of jurisdiction.
4. LANGUAGE AND WORDING
All communication including the contract will be in English.
5. PRODUCT SPECIFICATIONS
With respect to business customers, our delivery or service specifications (e.g., weights, dimensions, consumption levels, stress levels, tolerances, and technical data), including any visual representations (e.g., drawings and images), are approximate unless the contract explicitly requires exact conformity for a specific use. These details are descriptive and illustrative, not guaranteed characteristics. Reasonable deviations common in the industry, adjustments due to legal requirements or technical advancements, and component substitutions with similar parts are permitted, provided they do not negatively impact the product’s suitability for its intended purpose or normal use.
6. PRICES
All prices are quoted in Euros, excluding VAT, and are Ex Works Belgium. Prices are determined by the price list in effect on the shipping date and are subject to change. The current price list supersedes all previous versions. Price adjustments, especially due to significant fluctuations in global raw material prices, are permitted.
7. OFFER AND ACCEPTANCE
7.1. Agreements with our sales representatives are only valid upon written confirmation from UMI.
7.2. All price quotations are non-binding and subject to change. Product displays and promotions in our online store do not constitute a formal offer for sale. The Customer’s order represents a binding offer to purchase. An order is only accepted when UMI provides written confirmation. This confirmation will detail the binding delivery arrangements.
8. DELIVERY AND DELAYS
8.1. Projected delivery dates and schedules are estimates unless a fixed deadline or period is specifically agreed upon in writing. When shipping is involved, delivery times are calculated from the moment the goods are handed over to the carrier, shipping company, or designated transport provider.
8.2. UMI is not responsible for delivery failures or delays caused by events outside its reasonable control, including but not limited to: acts of nature, unforeseen circumstances at the time of contract signing (e.g., operational disruptions, material or energy supply issues, shipping delays, labor disputes, raw material or energy shortages, inability to obtain necessary permits, government actions, or third-party supply failures or errors). If such events render delivery or performance impossible or unreasonably difficult and are not temporary, UMI may terminate the contract. For temporary hindrances, delivery and performance timelines will be extended by a period commensurate with the disruption.
9. PLACE OF PERFORMANCE AND RISK TRANSFER
9.1. For commercial customers, risk of loss or damage transfers to the customer upon handover of the goods (or at the start of loading, where applicable) to the carrier, shipping company, or other designated transport provider. This also applies to partial deliveries and situations where UMI has agreed to provide additional services (e.g., shipping or installation). If the dispatch or handover is delayed due to the Customer’s actions, the risk passes to the Customer on the date UMI is ready for delivery and has notified the Customer accordingly.
9.2. Unless otherwise stipulated, the place of performance for all contractual obligations is Belgium.
10. INVOICING AND PAYMENT
10.1. Payment is expected within 30 days of the invoice date without any reductions, unless a different payment plan has been formally agreed upon. UMI may apply the legally applicable interest rate for overdue payments as permitted by Belgian law. For payments made by note, the Customer will bear any resulting bank or discount charges.
10.2. UMI offers invoice delivery electronically.
10.3. Customers may only use their own claims to offset UMI’s claims, or withhold payment, if those claims are not disputed, have been legally validated, or arise directly from the same agreement.
11. ADVANCE PAYMENT OR SECURITY
UMI may require prepayment or security for outstanding deliveries or services if, after the contract is signed, circumstances arise that significantly reduce the Customer’s creditworthiness and jeopardize payment of outstanding amounts related to the contractual relationship (including other orders under a master agreement).
12. RETENTION OF TITLE
12.1. UMI retains ownership of the goods until all outstanding payments related to the purchase agreement and the ongoing business relationship (secured receivables) are received in full.
12.2. Goods subject to retention of title may not be pledged or used as collateral until all secured receivables have been paid in full. The Customer must immediately notify UMI in writing of any third-party claims against goods owned by UMI.
12.3. If the Customer breaches the contract, particularly by failing to pay the purchase price when due, UMI may, in accordance with applicable laws, terminate the contract and/or demand the return of the goods subject to retention of title. A request for the return of goods does not automatically constitute contract termination; UMI retains the right to terminate the contract separately. UMI will only exercise these rights if the Customer fails to pay after being given a reasonable grace period, or if such a grace period is legally unnecessary.
12.4. The Customer is permitted to resell and/or process goods subject to retention of title in the normal course of their business. In such cases, the following provisions also apply:
12.4.2. The Customer hereby assigns to UMI all claims against third parties arising from the resale of the goods or the processed product, up to the value of UMI’s co-ownership share (as defined in the previous section). UMI accepts this assignment. The Customer’s obligations outlined in section 10.2 also apply to these assigned claims.
12.4.3. The Customer is authorized to collect these claims jointly with UMI. UMI will not collect the claims as long as the Customer fulfills their payment obligations to UMI, is not in default of payment, has not filed for insolvency, and has no other performance deficiencies. However, if any of these conditions are not met, UMI may require the Customer to disclose the assigned claims and the debtors, provide all necessary information and documentation for collection, and notify the debtors (third parties) of the assignment.
12.4.4. If the realizable value of the securities exceeds UMI’s claims by more than 10%, UMI will release the excess securities at the Customer’s request.
13. RETURNS
Product returns require prior agreement with UMI. All returned items must be packaged securely and appropriately for transport to prevent damage. If pallets are used for returns, products must be securely fastened to prevent damage. The Customer is responsible for ensuring adequate and satisfactory packaging. Any damage resulting from inadequate or unsuitable packaging will be the responsibility of the Customer.
14. WARRANTY
14.1. Unless otherwise specified, the statutory warranty provisions of Belgian Civil Code apply to the Customer’s rights regarding material or legal defects (including incorrect or incomplete delivery, improper installation, or flawed assembly instructions), provided the Customer is a business. Mandatory legal provisions related to consumer sales remain unaffected. Any specific guarantees provided by UMI supplement, but do not replace, the statutory warranty rights. Details of these additional guarantees are contained in the warranty documentation accompanying the goods.
14.2. UMI’s warranty obligations primarily concern the agreed-upon quality of the goods. All product descriptions in the individual contract are considered agreed-upon quality characteristics, regardless of whether the description originated from the Customer, the manufacturer, or UMI.
14.3. If the quality of the goods hasn’t been specifically agreed upon, statutory provisions will determine whether a defect exists. UMI is not liable for public statements made by third parties (e.g., advertising).
14.4. If delivered goods are defective, UMI has the initial option to rectify the issue by either repairing the defect (subsequent improvement) or providing defect-free replacement goods. UMI’s legal right to refuse a specific type of rectification remains unaffected.
14.5. Warranty claims require the Customer to fulfill their legal obligations for inspection and notification of defects (particularly the relevant articles of the Belgian Civil Code). Any defects discovered during inspection or later must be reported to UMI in writing immediately. Notification within one week of discovery is deemed immediate, provided the notification is sent within this timeframe. Regardless of the inspection and notification requirements, obvious defects (including incorrect or incomplete deliveries) must be reported in writing within one week of delivery; timely dispatch of the notification is sufficient. Failure to properly inspect and/or notify UMI of defects relieves UMI of liability for any unreported defects.
14.6. UMI may make rectification conditional upon the Customer’s payment of the purchase price. The Customer has the right to withhold a portion of the purchase price proportional to the defect only in agreement with UMI.
14.7. The Customer must provide UMI with the necessary time and opportunity to perform the rectification; specifically, they must make the rejected goods available for inspection and testing purposes. In the event of a replacement delivery, the Customer is obligated to return the defective item in accordance with applicable legal provisions.
15. Miscellaneous
If any provision of these Terms and Conditions is found to be invalid, the remaining provisions will remain in full force and effect. UMI reserves the right to modify these Terms and Conditions at any time.
These Terms and Conditions, along with the entire legal relationship between UMI and the Customer, are governed by the laws of Belgium, excluding all international and supranational (contract) legal systems, specifically excluding UN commercial law. The conditions and effects of title retention as described in section 10 are, however, subject to the laws of the respective location of the goods, if the choice of Belgian law is deemed illegal or ineffective.
Contact Information:
UMI Europe nv
Duwijckstraat 17
2500 Lier, Belgium
info@umi-europe.com
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