General Terms and Conditions of Sale

 

 

  1. Scope of application

    1. BELGEMO SPRL (Trade Register n° 0822. 178.136), having its registered office at 28 rue des Trois Ponts, B-1160 Brussels.

    2. BELGEMO shall supply and the purchaser shall purchase the goods in accordance with these terms and conditions. These terms and conditions shall govern the sales contract between the parties, to the exclusion of all other terms and conditions, in particular any terms and conditions issued by the purchaser.

2.Supply Conditions

  1. No sales contract shall exist and BELGEMO shall have no sales contract liability to the purchaser unless and until an order confirmation has been sent by BELGEMO. BELGEMO shall have no obligation to accept an order from purchasers.

  2. Unless they have been accepted before they expire or are withdrawn, the prices quoted by BELGEMO in response to a specific request from the purchaser shall expire automatically after seven days but may be withdrawn earlier.

  3. Amendments to these terms and conditions of sale shall only be valid if they are made in writing and signed by BELGEMO.

3.Samples and deliveries

  1. BELGEMO may agree to supply samples to the purchaser, but this shall not constitute a sales contract for the sample supplied, unless expressly agreed otherwise in writing by BELGEMO.

  2. Goods shall be delivered to the place specified in the order confirmation. BELGEMO shall endeavour to deliver the goods to the address requested by the purchaser, but the delivery date shall not be considered to be an essential part of the contract.

  3. In the event of a change to the agreed delivery date or the cancellation of an order confirmation by the purchaser, unless 72 hours notice is given to BELGEMO, the purchaser shall be liable vis-à-vis BELGEMO for all the costs and expenses incurred by BELGEMO as a result of any such change or cancellation. The purchaser is automatically liable for a compensation of 40% on the total amount.

  4. The delivery notes, issued by BELGEMO, showing the quantities of goods delivered shall be accepted by the purchaser as being final. The delivery of a greater or smaller quantity of goods than the quantity specified in the order confirmation, the delivery of other goods not provided for in the order confirmation, or in the case of a delivery where some of the goods are defective, shall not entitle the purchaser to refuse all the goods delivered or to terminate all or part of the sales contract.

  5. BELGEMO shall be entitled to decide, at its sole discretion, how to package the goods, using the material and quantities that it considers appropriate.

  6. If BELGEMO agreed to arrange the transport of the goods on behalf of the purchaser, all the related costs and expenses shall be included in the invoice sent to the purchaser.

4.Title and Risk

  1. The risk shall be transferred to the purchaser at the time of delivery of the goods. Nevertheless, BELGEMO shall retain the title to the goods until it has received payment in full of all amounts due in respect of the goods and/or any other current or future amounts payable by the purchaser to BELGEMO.

  2. In the event of any past due payments (in full or part), or if the purchaser is insolvent, BELGEMO shall also be entitled, subject to notification, to recover the goods from the purchaser, without prejudice to any other rights that it might have pursuant to the sales contract, in particular to:

    1. enter, or instruct agents to enter on its behalf, without notice, any premises where the goods might be located, and to repossess and dispose of any goods which are the property of BELGEMO; and

    2. suspend the delivery of any other goods not yet delivered.

5.Inspection and claims

  1. The purchaser shall inspect the goods at the time of delivery and shall notify BELGEMO (and the carrier if applicable) promptly (in any event within 48 hours of delivery) by registered mail of any visible damage or errors in terms of the quantity or type of goods delivered.

  2. The purchaser shall comply with the carrier’s rules and requirements in order to enable BELGEMO, if applicable, to make a claim against the carrier for any loss or damage suffered by the goods during transport.

6.Prices

  1. The price is fixed on the basis of the prices in force on the day the order is received by BELGEMO. The prices are expressed in euro.

  2. The means of transport is determined by us if delivery is made from our warehouse. If we give an order to a carrier, we only act as representative of the client.

  3. VAT, packaging, transport, insurance and customs expenses are paid by the client.

  4. Price changes shall only be valid if agreed in writing by BELGEMO.

7.Payment

  1. Our invoices are payable in cash at the company’s registered office or to our bank account within the agreed deadline.

  2. Bank charges are paid by the client.

  3. The purchaser may not withhold payment of any amount due to BELGEMO under the sales contract on account of a payment made in favour of a third party, a credit, netting, a debt claim to be offset, an allegation of non-compliant or defective goods or for any other reason which the purchaser might raise as grounds for not performing its obligations pursuant to the sales contract.

  4. BELGEMO shall be entitled to claim interest on any amounts unpaid when due at the rate of 10 percent per annum above the base rate in force at the time, from the due date up to the effective date of payment. The purchaser shall also reimburse to BELGEMO all legal expenses and fees of debt collection agencies incurred by BELGEMO in recovering or attempting to recover the purchaser’s payment arrears.

  5. BELGEMO may, without prejudice to any other rights or remedies open to it, offset any amount due to BELGEMO by the purchaser against any amount payable by BELGEMO to the purchaser.

8.Termination

  1. Each party may terminate the sales contract immediately (and any other contract non-performed and concluded with the other party) if the other party fails to comply substantially or systematically with these terms and conditions.

  2. BELGEMO may terminate or suspend the sales contract:

    1. immediately, if the purchaser is (or if BELGEMO believes that that it might be) insolvent, or in the event of an essential change in the management, ownership or control of either party, or if a defect in the products results in a BELGEMO product being recalled; or

    2. at any time, subject to 7 days prior notice.

  3. Clauses 9, 10, 11, 12 and 13 shall continue to apply on the expiration or termination of the sales contract.

9.Returns policy

  1. Provided that the purchaser has informed BELGEMO of any damage to the goods within 48 hours after delivery, and subject to the provisions of clause 9.2., the purchaser may return defective goods for an exchange or reimbursement within 14 days after delivery. If the purchaser returns the goods for an exchange, the cost of returning the goods to BELGEMO and the transport costs for the new goods shall be borne by BELGEMO. If the purchaser returns the goods for reimbursement, BELGEMO shall credit, upon receipt of the goods, the initial amount via the initial payment method and the purchaser shall bear the return shipping costs for returning the goods to BELGEMO.

  2. BELGEMO may control all the goods refused by the purchaser at the place of delivery in order to determine whether the goods were damaged at the time of delivery to the purchaser.

  3. Non-defective goods returned to BELGEMO, or defective goods returned after 14 days after delivery shall not be reimbursed or exchanged and shall be returned to the purchaser, at the latter’s expense. Alternatively, BELGEMO may dispose of such goods as it sees fit and the purchaser shall not have any other rights over such goods. BELGEMO reserves the right to invoice to the purchaser any reasonable costs incurred by BELGEMO for the management, inspection and return of non- defective goods, following the refusal or unauthorised return by the purchaser.

  4. If a product purchased by an end consumer proves to be defective subsequently and is returned to the purchaser, the purchaser must tell the consumer to contact BELGEMO.

10.Liability

  1. Claims against BELGEMO pursuant to this sales contract shall only be valid if they are made within 12 months after the date when the claim arose.

  2. The purchaser shall hold BELGEMO harmless for any losses incurred as a result of the purchaser’s negligence or in the event of non-compliance with the sales contract.

  3. The purchaser’s rights in respect of goods delivered which do not correspond to the contractual description and defective goods shall be limited to those mentioned in clause 9.

  4. Subject to the stipulations of this document, the sales contract shall not include any warranty, conditions or representations, express or implicit, legal or otherwise, concerning the adequacy or suitability of the goods for a specific purpose.

  5. Except in the case of intentional or deliberate non-compliance with its obligations under the sales contract, or as mentioned above, neither party shall be liable for any consequential losses or damage.

  6. Notwithstanding the foregoing, nothing in these terms and conditions shall exempt either of the parties from its product liability or limit any product liability, except where the fault or negligence of the victim contributes to the damage caused by the product defect.

11.Intellectual property rights

All confidential information, equipment, technical information or intellectual property rights transmitted by BELGEMO to the purchaser belong to BELGEMO. The purchaser may not use them and shall not have any rights in this regard other than for the purpose of the performance of the sales contracts.

12.Confidentiality

The purchaser shall treat as strictly confidential all information belonging to BELGEMO and shall impose the same confidentiality obligations on its employees and sub-contractors. The purchaser may however disclose this confidential information if required to do so by law, a court order, a regulation or a governmental authority and provided that (insofar as permitted by law) it has given prior notice to BELGEMO and agreed on the scope of disclosure with BELGEMO.

13.General points

  1. Notices pursuant to the sales contract must be given in writing and delivered personally, by post, fax or email to the designated contact person at the relevant address of the party in question as indicated in the order confirmation (or to any other address stipulated).

  2. Any failure or delay in exercising a right or recourse shall in no event be construed as a waiver of the said right or recourse or of any other right or recourse. The partial exercising of a right or recourse shall not prevent the party in question from exercising the said right at a future date or any other right or recourse.

  3. If any provision of these terms and conditions should be declared invalid, illegal or unenforceable by a court or a competent authority, the said provision shall be deemed not to be part of the sales contract, without affecting the enforceability of the remainder of the sales contract.

  4. Neither party shall be liable for the non-performance of the sales contract if its failure is due to circumstances outside its reasonable control provided that the party in question informs the other party immediately, provides proof of the circumstances and uses its best endeavours to limit any loss or damage suffered by the other party.

  5. The purchaser may not assign or sub-contract any of its rights or obligations under the sales contract without BELGEMO’s prior consent.

  6. The sales contract shall be governed exclusively by Belgian law and any disputes shall be subject to the exclusive jurisdiction of the courts of Belgium. BELGEMO may, however, at its discretion, institute proceedings against the purchaser in any jurisdiction in which the purchaser is domiciled, operates, was incorporated or has assets.