ARTICLE 1 – ORDER CONFIRMATION
1.1. Our general terms and conditions of sale apply to all agreements concluded by or with our company, to the exclusion of our co-contracting party’s terms and conditions of sale, unless expressly agreed otherwise in writing.
1.2. Unless otherwise expressly agreed, our offers are valid for 1 month only and as long as stocks last.
1.3. An order, including those recorded by our agents or representatives, is only binding if it has been accepted by our management explicitly and in writing.
1.4. Any cancellation of the order must be in writing. It is only valid if accepted in writing by the seller.
In the event of cancellation, the customer shall owe a fixed compensation of 30% of the price of the order, subject to proof of greater damage by the seller.
This compensation covers the fixed and variable costs and possible loss of profit.
1.5. Cancellation of orders for personalised and/or customised goods is not possible and shall be invoiced at 100%.
ARTICLE 2 – DESCRIPTION OF THE GOODS TO BE DELIVERED
The goods shall be delivered as specified in the order form or on the front of the invoice.
ARTICLE 3 – PRICE
3.1. The price is the one indicated on the order confirmation, unless the seller is forced to adapt it to the evolution of his fixed and/or variable costs as a result of changes in its structure (raw materials, wages, energy, etc.). Any price revision shall be carried out in accordance with the legally permissible standards. In this case, the new price mentioned on the front of the invoice shall apply.
3.2. The price is exclusive of V.A.T. and includes (exclusive) delivery, transport and insurance costs.
ARTICLE 4 – DELIVERY PERIODS
4.1. Delivery periods are approximate only and are given purely as a guide, unless otherwise agreed in writing. In any event, delays in delivery due to unforeseeable circumstances beyond the seller’s control and which prevent the latter from meeting the agreed delivery date cannot give rise to compensation or the cancellation of the agreement.
4.2. The seller shall at all times have the right to refuse new deliveries, even if he has previously issued an order confirmation for these new deliveries.
The seller shall at all times be entitled to refuse new deliveries, even if he has issued an order confirmation in advance with regard to this new delivery, as long as the buyer still owes payment for overdue invoices relating to previous deliveries.
4.3. The buyer shall ensure that the goods can be delivered by the seller in a normal manner at the agreed place and time, and thus ensure the accessibility of the delivery location, among other things. If this condition is not met, the buyer shall compensate the seller for all damages, including waiting hours.
ARTICLE 5 – VERIFICATION AND GUARANTEE
5.1. The purchaser should receive the goods immediately and check them. Complaints about delivered quantities must be made immediately upon delivery, if necessary to the delivery service. Complaints concerning visible defects must be notified to the seller by registered mail within five calendar days after delivery.
5.2. The seller is not responsible for problems resulting from incorrect and/or improper use of the product, problems resulting from force majeure, and from the act or intentional fault of any person, including the buyer or his employees.
5.3. Our products are guaranteed against hidden defects for two months from delivery, under the conditions set out below.
5.4. Hidden defects are defined as those defects that render the product significantly unsuitable for its normal use or for the use for which it was expressly intended in the special conditions.
5.5. Our guarantee cannot be invoked
- in case of improper use of the product;
- in case the damage is caused by force majeure;
- in case of deliberate damage to the product by the buyer (co-contracting party) or his agents.
5.6. On pain of lapse, the contracting party must invoke the guarantee for hidden defects within one month of discovering, or reasonably being able to discover, the hidden defect, by registered letter.
5.7. Our warranty is limited in any case, as far as clothing is concerned, to the replacement of the defective product, insofar as replacement is possible. If replacement is not possible, our warranty is limited to the refund of the price paid and the return of the defective product. For the other articles our guarantee is limited to the repair free of charge, or to the costs of the spare parts and the labour, excluding amongst others the indirect damage, the immaterial damage, the costs of returning the product to our company and afterwards returning it to the co-contracting party and without the co-contracting party being able to claim any damages, for whatever reason.
ARTICLE 6 – RETENTION OF TITLE
6.1. The delivered goods remain our property until full payment of the price, both in principal, interests and costs, and the additional services, even if these goods have been modified or incorporated. Notwithstanding this retention of title, the risks are transferred to the buyer at the time of delivery.
6.2. From the moment of delivery, the buyer bears all risks relating to the goods sold, even if the transport is carried out by or on behalf of us.
ARTICLE 7 – PAYMENT
7.1. Unless stated otherwise on the invoice, the price is payable no later than thirty days after the invoice date.
7.2. The amount of the invoice must be paid net. Discount and bank charges shall be borne by the seller. A discount for immediate payment can only be set off if this has been explicitly agreed in advance.
7.3. In the event of non-payment or late payment, the price shall, ipso jure and without any notice of default being required, be increased by a flat-rate compensation of 10%, with a minimum of EUR 125, corresponding to the inconvenience thus incurred by the seller, and by the administrative costs incurred in this connection, with the exception of legal costs and the costs and fees of the legal counsel appointed by the seller.
In addition, interest shall be due ipso jure and without any notice of default being required, calculated in accordance with the Act of 2 August 2002 on late payments in commercial transactions.
7.4. Any non-payment of an invoice on the due date or any default in payment shall render all invoices, even those not yet due, which have already been drawn up and forwarded to the purchaser at that time, payable and shall automatically cancel any payment facility or cash discount for the future.
7.5. Likewise, in the event of full or partial late payment, the flat-rate compensation and interest as mentioned under 7.3 shall be due.
7.6. The drawing and/or acceptance of bills of exchange or other negotiable documents does not imply novation and does not constitute a deviation from the terms and conditions of sale.
7.7. Without prejudice to the provisions of Article 5.1, in the event of dispute the invoice must be protested within 8 days of receipt by registered letter, on pain of forfeiture.
7.8. If the seller’s confidence in the buyer’s creditworthiness is shaken by late payment or non-payment, by acts of judicial execution against the buyer and/or other demonstrable events which question and/or make impossible the proper fulfilment of the buyer’s commitments, the seller reserves the right to demand suitable guarantees from the buyer. If the buyer refuses to do so, the seller reserves the right to cancel all or part of the order, even if all or part of the goods have already been dispatched. In such a case, the amount referred to in article 1.2 shall be payable by way of compensation, without prejudice to the payment for any delivery already made in part.
ARTICLE 8 – FORCE MAJEURE
Each case of force majeure or coincidence releases our company by right from any obligation, without our co-contracting party being able to claim damages.
In case our company is dependent for the fulfillment of its obligations, for example, on the deliveries by a third company, these provisions are also applicable in case of force majeure or coincidence on the part of this third party, if the fulfillment of our obligations would be delayed or prevented as a result.
The following situations, among others, are considered as force majeure: accidents, breakage of materials, exceptional weather conditions, fire, strikes, lock-out, theft and exceptional traffic hindrance.
ARTICLE 9 – DISPUTE RESOLUTION
9.1. In the event of a dispute, only the peace court or the commercial courts of Mechelen (Belgium) are competent.
9.2. All costs related to collection by legal means, including legal fees, shall be borne by the buyer.
9.3. Belgian law shall always apply to the exclusion of the Vienna Sales Convention.