Scope
The stipulations of our general conditions form an integral part of our offers; they are applicable to all our sales contracts, including any provision of ancillary services. The customer is deemed to have read and accepted all the clauses, unless expressly stipulated otherwise.
All the clauses contained in documents emanating from the buyer and which would be contrary to the present general conditions are considered null, the present clauses being considered exclusively applicable.
Any order will be accepted by the seller only by the written confirmation thereof to the buyer or by the actual delivery of the products.
What has not been expressed in these general conditions is governed by Belgian law.
Price and payment
Unless otherwise stipulated, our prices are exclusive of VAT. The sale price is the price indicated on our prices in force on the day the order is placed or the sale is concluded. Unless expressly waived, a deposit of 30% of the value of any order is required as soon as it is placed. Notwithstanding the eventual acceptance of the order by the seller, the sale will not be considered complete until the effective payment of the deposit has been made. Similarly, in the event of the reservation of a training provided by the seller, this will only be considered effective at the time of receipt of the deposit fixed at 50% of the price excluding VAT, the balance being due no later than the start of the first day. In the event of cancellation or absence of the client, except in cases of force majeure subject to the acceptance of the management committee, the latter will remain liable for the full price of the training less the deposit already paid which will remain with the seller. The preceding conditions are stipulated solely in favor of the seller so that only the latter is admissible to invoke them in his favor or possibly to waive their advantage.
Our invoices are payable in cash and at our head office unless otherwise agreed in writing. Under no circumstances can the remittance of a check or a bill of exchange, whether accepted or not, be considered as payment but only as a means of credit and a performance guarantee. The remittance of check or commercial paper will therefore not operate Novation and does not entail any derogation from these general conditions. Any complaint relating to the invoice or the goods delivered must be notified to the seller, by registered letter, at the latest within eight days of their receipt, failing which it will not be taken into consideration. If the complaint relating to the goods is justified, the guarantee offered remains limited to the replacement of the defective articles. Any failure to make effective payment on this date shall automatically and without formal notice accrue interest fixed at 12% per year until the date of effective payment. In the event of late payment, the customer will also be liable to us, automatically and without formal notice, for a fixed compensation of 20% without however this amount being less than €75.
The customer who has the quality of consumer is entitled to claim equivalent amounts from us in the event of culpable delay in the execution of our commitments.
In the event of judicial recovery of any invoice, the buyer will also be liable for reasonable recovery costs, such as lawyers' fees and internal management costs which would exceed the amounts of this lump sum indemnity.
In the event of non-compliance by the buyer with a single payment deadline, the seller also reserves the right to suspend the execution of other orders that may be in progress, until full payment of the amounts due.
In the event that the seller himself owes certain sums to the buyer for any reason whatsoever, compensation will take place automatically.
Delivery
The goods are delivered to the buyer at the registered office or place of business of the seller. Consequently, the buyer bears the transport and the risks relating to the products as soon as they take possession of them and, failing that, as soon as they are made available to them. If the buyer designates another place of delivery, the removal and, where applicable, the storage of the products will be carried out at his risk and expense.
If the buyer does not take delivery within 10 calendar days from the filing of a registered letter of formal notice, the seller has the right: 1/ to claim storage costs and 2/ to terminate the sale and claim, without prejudice to the establishment of any other damage, fixed and irreducible compensation equal to 30% of the agreed price excluding taxes.
Delivery times are indicative.
No delay in delivery can give rise to termination by the buyer of the agreement or to damages from the seller. This clause does not apply to the buyer acting as a consumer. The latter will be entitled to claim an equivalent amount in the event that the contract were to be terminated at the fault of the seller.
The seller has the right to refuse to sell its products based on the availability and sufficiency of its stocks, or for any other legitimate reason, and retains the right to make partial deliveries.
Retention of title
All goods delivered remain the property of the seller until full payment has been made, including late payment and interest. In the meantime, the buyer agrees not to transfer the goods against payment or free of charge, to pledge them, to include them in the transfer or contribution of their business. He also undertakes to oppose any seizure of the latter, even conservatory, in particular by presenting to the bailiff, the agreements of the parties and the appendices identifying the goods in question. He must notify the seller urgently. If the goods are stored in rented premises, the buyer must immediately notify the lessor of the premises by registered letter that they belong to the seller-owner and cannot be included in the lien provided for in article 20.1° of the mortgage law. Copy of this letter must be forwarded to the seller.
If the payment of a single invoice has not been made within 14 calendar days from the filing of a registered letter of formal notice, the seller may terminate, without judicial intervention, the contract by registered letter addressed to the customer. . In the latter case, the seller may take back the goods at the buyer's expense without prejudice to damages and interest as set out in the point "Price and payment".
On the other hand, without prejudice to the right to claim the damages set out above for breach of contract, the latter may be terminated automatically by the seller, without prior notice and without judicial intervention, in the event the cessation by the client of his commercial activities, the transfer of his goodwill, the cessation of his payments, the disruption of his credit, his proven insolvency, a request for judicial reorganization or a procedure collective debt settlement, bankruptcy, suspension of payment, abandonment of property, Protest of commercial paper or checks drawn up against him.
force majeure
Circumstances such as strike, fire, machine breakage, lockout, pandemic, internal organization problems of the company... are to be considered as cases of force majeure when they have the effect of delaying or to make the promised service more difficult or more onerous. The seller will not have to establish either the unforeseeability or the irresistibility of the circumstances, or the impossibility of performance of the contract.
In this case, the execution of the agreement will be automatically suspended if it still proves useful. The contract will, however, be dissolved if its execution is no longer of interest.
Guarantee
The seller's liability to the customer cannot under any circumstances give rise to compensation for indirect damages of a financial, commercial or other nature, not directly resulting from his fraud or gross negligence such as, in particular, loss of earnings, the increase in overheads, the disruption of planning, the disappearance of profits, notoriety, customers or expected savings.
Applicable law and jurisdiction
Belgian law applies to everything that has not been explicitly agreed in these conditions.
The parties deem the courts of the judicial district of the seller's registered office to be exclusively competent, except if the buyer is acting for non-professional purposes, in which case the dispute is subject, at the choice of the plaintiff, to the jurisdiction of the courts designated by the article 624, 1°, 2° or 4° of the judicial code.