General conditions Business (B2B)
1. Scope of application
These general terms and conditions of sale (referred to hereinafter as the "General Terms and Conditions") shall be applicable to all agreements concluded between VERLICHTING.BE BV, located on Breedstraat 18A, 9100 Sint-Niklaas, Belgium (referred to hereinafter as the "Vendor"), and the Buyer, and they shall take precedence over the latter's own General Terms and Conditions even in cases where these stipulate their precedence over the present General Terms and Conditions. In consequence of the foregoing provision, the Vendor shall only conclude agreements under the present terms and conditions, this to the exclusion of any and all other terms and conditions as may be. These present terms and conditions shall be of application both for sales and the execution of works, such as, for instance, the installation of the goods sold. The installation of the goods shall invariably be unrelated to the stability of the building in casu. In the event that the Buyer should not be in agreement with certain of the conditions as established, it shall be incumbent on him, on penalty of nullity, to inform the Vendor accordingly within five calendar days following receipt of the General Terms and Conditions, and, in any event, at the latest at the time of conclusion of the agreement. It shall be incontestably accepted that these terms and conditions were communicated to the Buyer prior to the conclusion of the agreement. By placing his order, the Buyer shall be deemed to have accepted these terms and conditions.
2. Price quotations/offers
The Vendor shall never be bound by price quotations/offers submitted by him. Representations, pictures, dimensions and weights, etc., which the Vendor publishes in his catalogues, on his website, in his advertising materials, or in any other manner and medium, shall not be deemed binding on him and are solely meant as illustrations of the article on sale. Any non-conformity in whatever form with the above-mentioned illustrations, etc. shall not entitle the Buyer to refuse acceptance of the goods, to be delinquent in the payment of his accounts, or to claim indemnification. An agreement shall only be considered to have been definitively concluded as of the moment when the Vendor has accepted the order in writing and the Buyer has received a confirmation of his order.
The goods shall be shipped at the risk and hazard of the receiving parties, even when delivered carriage paid. Barring the explicit and written accord from the Vendor otherwise, the goods shall be delivered to the place of destination as stated on the Vendor's order form. In case no particular time of delivery was agreed upon, the Vendor shall be entitled to deliver (to make arrangements for delivery of) the ordered products in the course of any business day between the hours of 8 AM and 6 PM to the destination address as agreed upon, and the Buyer shall make arrangements for their proper reception at that location. The maximum waiting time between reporting arrival and unloading of the goods shall be established as 15 minutes. In the event that the delivery cannot be performed, or cannot be performed within the said 15 minutes, and this for a reason attributable to the Buyer, the Vendor shall make a second delivery of the goods with the proviso that the additional transportation costs thus incurred be paid in advance in cash by the Buyer. The delivery dates as proposed in advance shall not be considered binding on the Vendor. Late deliveries shall not be cause for claim of indemnification and do not entitle the Buyer to refuse acceptance of the goods, not even in the event of a serious error on the part of the Vendor or in case of a serious error or wilful intent on the part of the representatives or operatives appointed by the Vendor. The Vendor shall be entitled to make partial deliveries of an order and to invoice them accordingly. It shall be incumbent on the Buyer to inspect the numbers and condition of the products at the time of their delivery. All noticeable dents, fractures, rips, or other signs of damage to the packaging must be identified on the delivery note that needs to be signed and returned to the carrier/Vendor. Acceptance of a delivery, without written remarks on the bill of lading or on the delivery note, shall be considered as irrevocable evidence that the delivered goods were conform to the order and as such without any patent defects.
In the event the delivered goods manifest noticeable defects, such being attributable to the Vendor, the latter shall have the choice either to replace the defective products by identical and conform items or to allow a price reduction for the defective products in casu. In any event, the warranty offered by the Vendor shall be limited, both in the case of patent and latent defects, to the replacement of the goods, or, if that is not possible, to the crediting of the invoiced amount. Irrespective of the above, the Vendor shall assume liability only for loss and damage caused as a result of serious error or wilful action. However, the Vendor shall not assume liability for damage caused as a result of wilful action or serious error on the part of his appointed representatives or operatives. The Buyer shall explicitly waive any claim to recourse in case of general or specific indirect loss or damage, of whatever nature, such as consequential damage. The Buyer acknowledges to have been informed by the Vendor of the need to have the installation of the goods in casu carried out only by expert professionals in the field. The Buyer shall explicitly waive all recourse to claim against the Vendor that is, either directly or indirectly, related to the installation, either by the Buyer himself or by third parties appointed by the Buyer, of the sold products. The Vendor can never be held liable for any form of inappropriate and incorrect use of the sold product carried out without his involvement. Irrespective of the provisions in article 3, complaints about defective products or the defective execution of works must, on penalty of relinquishment of rights, be brought to the Vendor's attention by registered mail to that effect: (I) in case of noticeable defects, if no bill or lading or delivery note is available, within eight days of the delivery and/or the installation; (II) in case of latent defects, as of the date of observation of the defects in casu. The indemnification obligation in the case of latent defects as imposed on the Vendor shall lapse after one year of invoice date. In any event, it shall be incumbent on the Buyer in all cases to lodge his legal claim within the year following the notice of default, on penalty of lapse and nullity. In case the Vendor also is to undertake the installation of the purchased products, the Buyer shall guarantee the presence of an existing technically adapted and legally approved electrical installation inside the building in casu and as such shall hold the Vendor free and harmless with respect to any and all further inspections and future liability obtaining.
The prices quoted are without obligation, exclusive of VAT and administrative levies, under reservation of errors and omissions, and shall in no wise and under no circumstances be subject to any discount, barring a written and explicit agreement from the Vendor to the contrary. In case there occurs between the date of the order and the date of delivery of the goods a demonstrable change in pricing on the part of the manufacturer, this price difference will be passed on to the Buyer.
6. Payment modalities
All of the Vendor's invoices are immediately payable in cash on receipt of invoice. In case of an overdue payment, the Buyer shall, de iure and in good right and without the need of a prior notice of default, be charged an arrears interest of 12% per annum as of the due date, plus a compensation of 10% on the total invoice amount, with a minimum of 100 EUR. After his purchase, the Buyer shall receive his invoice via e-mail. In case no e-mail address facility is available, the invoice shall be presented at the time of delivery of the goods or dispatched by regular mail. The Vendor shall be entitled to demand settlement of the account either prior to delivery of the goods or at the time of the delivery itself. The Vendor furthermore shall be entitled, prior to the delivery, to unilaterally request additional payment guarantees, advances, or sureties. The Vendor shall be entitled to suspend the delivery at the expense of the Buyer on default of cash payment or in the absence of adequate payment guarantees. In casu, the Vendor shall explicitly retain title of ownership to all goods delivered, even of the goods already installed, and this until the day of full settlement of the principal amount owing, plus accrued interests, compensation for loss and/or damage suffered, and costs incurred. All goods installed by the Vendor shall be irrevocably deemed to remain free and unattached from the place of their installation and thus subject to being removed, case pertaining. In the event of default payment, the Vendor shall be entitled to repossess all of the delivered, and even all of the installed, goods, if need be by court judgment in interlocutory proceedings. The Buyer shall explicitly waive his right to any form of debt set-off or plea for suspension of payment. In his turn, the Vendor shall be entitled to suspend all further deliveries and, case pertaining, to terminate them unilaterally in the event of non-payment of the full amounts owing or of a partial payment only of outstanding and overdue invoices or all costs related to the same, and whereby the Buyer, case pertaining, waives all recourse to claim and shall be held liable to the payment of an indemnification to the Vendor, conform to these terms and conditions.
7. Termination of the agreement by the Buyer
It shall be incumbent on the Buyer to fulfil the agreement. In the event of a unilateral termination by the Buyer, the Vendor shall be entitled to a fixed indemnity equal to 50% of the sales price, exclusive of VAT, and this without prejudice to the Vendor's right to increase his claim in the event of demonstrable greater loss and damage.
8. Force majeure
The Vendor shall be held free and harmless against any and all liability in the event of a force majeure condition, including therein, but not restricted to, war, domestic or international conflicts, strikes, lock-outs, absence of transportation equipment or base materials, and the outbreak of fire. In the event of a force majeure condition, the fulfilment of the agreement shall be suspended for the duration of the force majeure, without the Buyer being entitled to claim any compensation or to demand the dissolution of the agreement from the Vendor.
In case one of the clauses in the General Terms and Conditions should be declared null and void, this nullity shall in no wise compromise the validity of the remaining clauses, and it shall be incumbent on both the Vendor and the Buyer to make every effort, without delay and in good faith, to negotiate between their good selves a valid clause imbued with the same economic weight and import.
11. Applicable law – court jurisdiction
The General Terms and Conditions and all agreement to which the Vendor's General Terms and Conditions are of application shall be governed by Belgian law. The Dutch language shall be selected as the sole language to conduct the proceedings. The courts with the jurisdiction within the judicial district where the Vendor has established his registered offices shall possess the sole and exclusive competence to hear and entertain any dispute arising that relates to the validity, the application, the interpretation, and the implementation of the General Terms and Conditions and, likewise, to the conclusion, the validity, the interpretation, and the implementation of each and every agreement to which the General Terms and Conditions are of application.