GENERAL TERMS AND CONDITIONS OF SALE
GENERAL TERMS AND CONDITIONS OF SALE 1 DEFINITIONS 1.1 The Seller: Above & Beyond BV, a company with its registered office at Potteriestraat 67, 8980 Zonnebeke, Belgium, and company number 0830.189.643. 2 SCOPE OF APPLICATION 2.1 These General Terms and Conditions of Sale (hereinafter also the referred to as the “GTCS”) govern all current and future relations between the Buyer and the Seller. The Buyer is cognisant of the GTCS, which apply to every quotation, to every order placed by the Buyer with the Seller, and to every contract concluded between the Seller and the Buyer. The application of any terms and conditions applied by the Buyer is expressly excluded. If a special agreement, drawn up in writing and duly signed by a member of the Seller’s management, expressly deviates from one of the principles set out in the GTCS, the other principles of the GTCS shall continue to apply in full. The Seller reserves the right to adapt or amend the GTCS at any time, in which the new GTCS will replace the older GTCS, on the understanding that whatever GTCS are in force on the date on which an order is placed by the Buyer will be those applied to this order. By placing an order with the Seller, the Buyer acknowledges implicitly that he/she/it accepts and is bound in full to the provisions of the GTCS. 3 QUOTATIONS & ORDERS 3.1 Only quotations drawn up in writing will be deemed binding upon the Seller. Unless explicitly stated otherwise in the quotation itself, a written quotation will remain valid for thirty (30) days. Prices are set in EUR. Orders will not become final until a written order confirmation has been provided by the Seller, or until the order has been executed by Seller. In the event of a cancellation of an order by the Buyer, the Seller will be entitled to compensation as set our below. 4 ORDERS – TERMS 4.1 If delivery terms are specified, these are provided purely for informative purposes and do not constitute any commitment or guarantee on the part of the Seller. A failure to comply with the delivery terms specified by the Seller cannot entitle the Buyer to compensation or justify the termination of the sales contract. |
The Buyer will ensure that the place of delivery is easily accessible for the mode of transport used, so that the delivery of the Merchandise and its subsequent installation, if applicable, can be carried out without any problems. If the Customer fails to comply with this obligation and the delivery is not possible or cannot be performed efficiently, the Seller will be entitled to charge any additional costs incurred (including, but not limited to: a second attempt at delivery, manual delivery, waiting times) on to the Buyer. 5 ELECTRONIC INVOICING 5.1 The Seller reserves the right to dispatch its invoices, billing statements and invoice overviews to the Buyer electronically. 6 PRICES AND PAYMENT 6.1 Barring any provisions to the contrary, the Seller’s prices are net prices excluding VAT, without the application of any discount. 7 RETENTION OF PROPERTY 7.1 The Seller retains full ownership of the sold Merchandise up to and including the Buyer’s full payment of the principal sum as well as any accessory amounts of the Merchandise. Delivered Merchandise will remain the sole property of the Seller and shall be deemed on consignment until full payment for the Merchandise has been made by the Buyer. However, the Buyer will at all times bear the risk of any damage done to or caused by this Merchandise, regardless of how this damage has occurred. Until full payment for the Merchandise has been made, the Buyer will not be granted any access whatsoever to the Merchandise without the Seller’s prior consent. The Buyer shall undertake to notify the Seller immediately by email, confirmed by registered letter, of any attachment that a third party may place on the delivered Merchandise. |
7.2 Any failure to effect payment by whatever due date justifies the recovery of the Merchandise by the Seller, at the expense of the Buyer. 8 RESCISSION AND TERMINATION The Seller shall be entitled to terminate the contract it has concluded with the Buyer, by operation of law and without any prior notice of default or judicial intervention being required, without owing the Buyer any form of compensation, in the event of: (i) a cessation of payment on the part of the Buyer; (ii) the bankruptcy of the Buyer; (iii) the liquidation or cessation of the Buyer’s activities; (iv) a judicial reorganisation; or (v) a seizure of property on the Buyer. In such a case, the Buyer will be liable for compensation as calculated in Article 3.1(a) and additionally 3.1(b) of the present GTCS. 9 TRANSFER OF RISK 9.1 All risks, of whatever nature, including cases of force majeure and coincidence, and concerning the storage of the Merchandise, will be transferred to the Buyer as from the moment that the Merchandise leaves the Seller’s premises. 10 WARRANTY (A). General provisions concerning warranty 10.1 If the Seller is bound to comply with a warranty obligation, of whatever kind, the Buyer will be entitled to have the Merchandise repaired or replaced free of charge only if this is neither impossible nor disproportionate for the Seller. Visible defects 10.9 Any complaint by the Buyer regarding non-conformity of and/or visible defects in relation to the Merchandise must always be submitted within fourteen (14) days of receipt of the Merchandise. No complaint will be considered after this deadline has expired. |
In order for a complaint to be admissible, it must also be substantiated by the Buyer and communicated by registered letter, and the relevant objections must also be specified in the delivery note to be signed by the Customer at the time of delivery. 10.10 Without prejudice to the application of Articles 10.12 to 10.16 (inclusive) of the present GTCS, the Seller guarantees vis-à-vis the Buyer and within the limits of this article of the GTCS (Article 10) that the products delivered to the Buyer are free of hidden defects. In doing so, the Seller complies with Sections 1641 - 1649 of the Belgian Civil Code. The liability of the Seller to the Buyer for hidden defects is limited to defects that manifested themselves within a period of six (6) months from the date of delivery. The Buyer will inform the Seller no later than fourteen (14) days after the day on which the defect manifested itself in order to be entitled to invoke indemnity. Any legal action taken by the Buyer against the Seller on the grounds of hidden defects must be initiated within one (1) year of delivery. (D). Statutory warranty for sales to Consumers 10.12 The Seller guarantees vis-à-vis the Consumer and within the limits of this article of the GTCS (Article 10) that the products supplied by it are free from any flaws in relation to conformity. The Seller is held to indemnification vis-à-vis the Consumer in regard of every flaw in relation to conformity which was present at the time of delivery of the Merchandise and which manifested itself within two (2) years of the aforementioned delivery, in accordance with and always within the limits of Articles 1649bis to 1649octies of the old Belgian Civil Code. The aforementioned term shall be suspended during the period required for the repair or replacement of the Merchandise. 11 LIABILITY 11.1 Without prejudice to the warranty obligations specified in Article 10 of the present GTCS, the Seller can only be held liable vis-à-vis the Buyer for loss or damage if this has arisen from a serious or intentional error on the part of Seller or one or more serious or intentional errors on the part of its appointees, employees or other agents. 12 RETURNS – REPAIRS – RECALLS 12.1 Without prejudice to the provisions of Article 10 of the present GTCS, Merchandise cannot be returned or exchanged after it has been sold. Returns will be permitted only in exceptional circumstances and subject to the Seller’s prior written agreement, and will relate only to new Merchandise, in its original packaging and in an impeccable condition. If a product is eligible to be returned, the Seller will be entitled to deduct a minimum of 20% from the refundable purchase price. |
13 INSTALLATION BY A THIRD PARTY APPOINTED BY THE SELLER 13.1 The provisions of Article 13 of the present GTCS apply only if the Merchandise is installed by the Seller or a third party appointed by the Seller. Installation by the Seller or a third party appointed by the Seller is not included as a standard, can be arranged in return for a fee, and must be expressly agreed upon. 14 PROTECTION OF PRIVACY The Seller serves as the controller of personal data, in which it will comply meticulously with European Regulation (EU) 2016/679 of the European Parliament and Council of 27 April 2016 on the protection of natural persons in relation to the processing of personal data (the “GDPR”). The Buyer agrees that the Seller may collect and process his/her/its personal data for commercial purposes, particularly within the context of the Seller’s management, financing and recovery of claims for payment, as well as for the purposes of marketing and promotion. This data may be used by the Seller, as well as by its affiliated companies and/or their subcontractors, who will at all times provide appropriate guarantees with respect to the protection of personal data, for the purposes of commercial prospecting, analysis and research, in connection with warranty conditions in relation to products, and for the maintenance and management of the Seller’s website. The data will be retained throughout the commercial relationship between the Buyer and the Seller, and, where appropriate, also after its termination, in order to allow the Seller to comply with its legal obligations. The Buyer has the right to access, edit and delete his/her/its data, as well as the right to object to the processing of his/her/its data on the basis of a legitimate interest. The Buyer also has the right to object to the use of his/her/its personal data for the purpose of direct marketing, free of charge and without any obligation to justify this decision. In order to exercise these rights, the Buyer must send a signed and dated request, accompanied by a copy of both sides of the Buyer’s identity card or that of his/her/its legal representative, to the Seller’s registered office. The Buyer also declares that it has taken cognisance of the Seller’s Privacy Statement, which can be consulted on its website. 15 INTELLECTUAL PROPERTY All graphic elements, marks, designs, logos and similar appearing on the Merchandise, in manuals and/or in instructions for use are the exclusive property of their manufacturers, their producers or the Seller. They may not be transferred and are not eligible for use, operation, display, reproduction or adjustment by the Buyer or any other third party. |
16.1 The Buyer will not surrender or transfer the sales contract or any rights or obligations arising from transactions with the Seller without the Seller’s prior consent. 16.2 If any provision of the GTCS is deemed to be unenforceable or contrary to any provision of mandatory law, such unenforceability or invalidity will not affect the validity and enforceability of the other provisions of the GTCS, or that part of the relevant provision which is not unenforceable or contrary to mandatory law. Where appropriate, the Seller and the Buyer will consult with one another with a view to replacing an invalid, void or unenforceable provision, both in terms of content and intent, with a legal, valid and enforceable provision that reflects the provision deemed invalid, void or unenforceable as closely as possible in terms of its consequences and which, above all, preserves the same economic balance between the parties’ rights and obligations. 17 APPLICABLE LAW AND COMPETENT COURTS These general conditions of sale are governed by Belgian law, with the exclusion of the 1980 Vienna Convention on Contracts for the International Sale of Goods. In the event of a dispute, the courts of West Flanders, Ypres Division, shall be granted exclusive jurisdiction, as this is where the Seller is established. |