Terms and conditions of sale

Barring any other written provisions, every offer, quotation or order confirmation by the Seller and every agreement concluded between the Seller and the Buyer is governed by the following general terms and conditions, to the exclusion of any terms and conditions applied by Buyer. Consequently, we will not at any time be bound by any terms and conditions of the Buyer.

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.
1.2 The Merchandise: all products (goods and/or services) that the Seller offers for sale to the Buyer.
1.3 The Buyer: every Consumer or Company that places an order for Merchandise with the Seller.
1.4 The Consumer: any Buyer (this being a natural person) who enters into a contract for purposes that are not in any way associated with his/her trade, business, craft or profession, within the meaning of Article I.1, Section 2 of the Belgian Code of Economic Law (CEL).
1.5 The Company: any Buyer, natural person or legal entity pursuing an economic objective in a sustainable manner, and additionally any of its affiliates, within the meaning of Article I.8, Section 39 of the Belgian Code of Economic Law.
1.6 The Manual: the manual or instruction booklet for the assembly and installation of the Merchandise and the accompanying regulations depending on specific weather conditions.

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.
2.2 The Seller may transfer its obligations under this agreement to a company affiliated with the Seller or to a company that is part of the corporate group to which the Seller belongs. The establishment that any of the obligations under this agreement are carried out by a company affiliated with the Seller or that is part of the corporate group to which the Seller belongs will not affect the applicability of the GTCS in any way.
2.3 The Manual comprises an integral part of the GTCS. The Buyer must fully and correctly follow the instructions in the Manual when installing the Merchandise and strictly observe the accompanying regulations in the event of specific weather conditions.

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.
(a) If this concerns Merchandise kept in stock: the Buyer will owe the Seller a flat-rate fee of 20% of the value of the order, to which a minimum of 100 euros applies, to be increased by any costs arising from additional services, delivery, removal and additional work (calculated in hours).
(b) If this concerns custom-made Merchandise (e.g. due to the application of customer-specific printing or a specific size): the Buyer will owe the Seller a flat-rate fee of 100% of the value of the order, to which a minimum of 100 euros applies, to be increased by any costs arising from additional services, delivery, removal and additional work (to be calculated in hours).
3.2 If, for whatever reason, the Seller is unable to deliver the Merchandise, the Buyer may not claim any form of compensation whatsoever, except for the return of an advance payment should this already have been paid.
3.3 The Seller will be released from its delivery obligation and exempted from any form of liability in all cases of force majeure. A case of force majeure may include (but is not limited to): a state of war, a revolt, a riot, a popular uprising, actions taken by civil or military authorities, embargoes, explosions, strikes or social conflicts, a lock-out, a lack of raw or auxiliary materials, a recall instigated by a manufacturer, producer or supplier of the Seller, a labour shortage, a breakdown of public utilities, flooding and other weather conditions such as persistent heat, snow or ice, a fire or a hurricane, a lack of available means of transport, exceptional traffic congestion, epidemics, accidents, which impede the normal execution of the orders by both the Seller and by one of its suppliers.
3.4 If the Buyer asks for an invoice to be drawn up in the name of a third party, the Buyer will, at all times and under all circumstances, be jointly and severally bound by and in solidarity with that third party in respect of all commitments arising from the relevant agreement and the GTCS.

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.
4.2 If the Merchandise is to be delivered to a Consumer, the Seller may only set or change the term of delivery subject to the consent of this Consumer.
4.3 Any deliveries will be carried out Ex Works (Incoterms® 2020), unless provided for otherwise in the quotation and/or purchase agreement.
4.4 Merchandise is always transported at the risk and hazard of the Buyer, who will bear full responsibility for taking receipt of the Merchandise and will be held to conduct a conformity inspection on the Merchandise with regard to its weight, quantity and condition. 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.
5.2 In the event of the unavailability or a failure of the electronic invoicing application, the Seller reserves the right to send its invoices or billing statements to the Buyer in hard copy. Under these circumstances, the paper invoices and billing statements will replace the electronic versions and will be deemed sufficient.

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.
6.2 If the Merchandise is sold to a Consumer, the Seller’s prices will include VAT.
6.3 Barring a special written agreement expressly stipulating the contrary, all invoices issued by the Seller will be payable, without the application of any discount, at its registered office, no later than by the due date specified on the invoice. An invoice will not be considered paid until the full amount has been received in the Seller’s bank account.
6.4 The Seller’s invoices must always be paid by the Company, even if the latter has issued an uncontested and payable claim for payment vis-à-vis the Seller. Any set-off or compensation by a Company is therefore excluded, barring a special written agreement to the contrary. The Buyer also undertakes not to withhold payment of invoices or balances of invoices that are not seriously disputed.
6.5 Even if the Buyer has been granted a payment extension under a special written agreement, the non-payment of a single invoice by its due date will render all unpaid invoices immediately payable, by operation of law and without any prior notice of default being required.
6.6 Should a Company fail to pay any invoices by their due date, the amounts owed by this Company will be increased, by operation of law and without any prior notice of default being required, by a flat-rate fee fixed at 15% of all outstanding amounts, to which a minimum of 125 euros applies. In addition, late-payment interest will be charged over any invoices still unpaid by this Company as provided for in Article 5 of the Law of 2 August 2002 on combating late payment in commercial transactions, by operation of law and without any prior notice of default being required.
6.7 Should a Consumer fail to pay any invoices by their due date, the Seller will send the Consumer a payment reminder, free of charge. If this Consumer is still in default fourteen (14) days after the first reminder has been dispatched, a second payment reminder will be sent. From that date onwards, the Seller will be entitled to charge the Consumer a flat-rate fee of 20 euros if the balance due is less than or equal to 150 euros, a flat-rate fee of 30 euros plus 10% of the amount owed if this amount lies between 150.01 and 500 euros if the balance owed is between 150.01 and 500 euros, or a flat-rate fee of 65 euros plus 5% of the amount owed if this amount is higher than 500 euros if the balance owed exceeds 500 euros, to which a maximum of 2000 euros applies. The Consumer will, in all cases, be liable for late-payment interest as from the calendar day following the date on which the second payment reminder was dispatched. Late-payment interest in commercial transactions will be charged at the interest rate referred to in Article 5(2) of the Article 5 of the Law of 2 August 2002 on combating late payment in commercial transactions.
6.8 Any complaint concerning the drawing up or calculation of an invoice must be submitted by registered letter within fifteen (15) days from the date of the invoice. Otherwise, the invoice will be deemed to have been accepted by the Buyer.
6.9 In the event of a failure on the part of the Buyer to comply with any of its contractual obligations, including the payment of invoices by their due dates, the Seller reserves the right to take whatever action it deems necessary, including the suspension of pending deliveries and orders.
6.10 The Seller may at any time – even after the Buyer has been declared bankrupt or the collusion of the Buyer’s creditors or after the Buyer has issued a request for or admission to the benefit of a judicial reorganisation – offset any existing or future claim for payment, regardless of its nature, against the Buyer, for every amount owed by the Seller to the Buyer, for whatever reason.
6.11 Notification of any change in the Company’s legal or financial situation must be made in writing to the Seller, who will be entitled, at its discretion, cancel any pending orders, reject any orders, demand security or amend the terms and conditions of payment.
6.12 Subject to special statutory provisions and to guarantee the repayment of all amounts owed by the Buyer to the Seller, in relation to all current and/or future claims for payment, whatever their nature, the Buyer shall pledge for the benefit of the Seller: all current and future claims for payment on third parties, whatever their nature, such as commercial and other claims on customers, compensation in relation to the performance of work or the provision of services, claims arising from profits generated by movable or immovable property, claims associated with damage, pensions, insurance benefits, social security benefits or claims put forward by government authorities in relation to tax regulations. If requested to do so by the Seller, the Buyer will undertake to provide the Seller with all information and documents relating to these claims.

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.
7.3 In the event that the Buyer resells any Merchandise before it has been paid for in full, the Seller also reserves the option to claim payment of the resale price of this Merchandise from the Buyer. The retention of title is then transferred to the Buyer’s claim for payment on a third party and to the resale price.
7.4 The fact that the Merchandise is no longer in the Buyer’s possession in kind does not detract from the Seller’s entitlement to retention of title.
7.5 The fact that the Merchandise has become a property by incorporation does not detract from the Seller’s entitlement to retention of title subject to the registration of the Merchandise in the pledge register.
7.6 In the event that the value of the recovered Merchandise exceeds the amount of the Seller’s claim for payment, the Seller will pay the Buyer the remaining balance.
7.7 In the event that the Merchandise is sold to a Consumer, the acceptance of the GTCS shall serve as consent to the Seller’s possible retention of title.

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.
9.2 The Buyer therefore undertakes to take out an insurance policy with a reputable company covering the risks of loss, theft or destruction of the Merchandise. The Seller will be entitled to demand a signed copy of that policy at all times.

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.
10.2 The repair or replacement of the Merchandise will be considered disproportionate if the costs incurred by the Seller to facilitate the repair or replacement would be deemed unreasonable.
10.3 In the event that the Seller id of the opinion that the repair or replacement of the Merchandise is impossible, the Buyer will be entitled, by way of exception, to an appropriate discount or refund. However, the Buyer will not be entitled to reimbursement if the defect is only of minor importance. The Seller will be entitled to reduce the amount of the refund possibly granted the Buyer taking into account the Buyer’s use of the Merchandise as from its delivery. A refund, if applicable, can never exceed the amount invoiced to the Buyer for the Merchandise.
10.4 The Seller may charge a fee for the repair of the Merchandise if the damage has worsened due to the Buyer’s use of the Merchandise after that point in time when the Buyer discovered or should have discovered the defect.
10.5 If this concerns an alleged defect, the Merchandise must be returned to the Seller, clean and in its original packaging, including any accessories and documentation, and always accompanied by the original invoice or a valid proof of payment, subject to any other instructions provided by the Seller. If the Buyer fails to comply with the above requirements or with the Seller’s instructions, and therefore incurs additional costs (e.g., because the Merchandise is not stackable or dirty and requires washing), the Seller will be entitled to charge these costs onto the Buyer. The return of the Merchandise is always at the risk and expense of the Buyer. Returns must be made within fourteen (14) days at the latest, in accordance with the Seller’s instructions.
10.6 After the Seller has received the Merchandise with the alleged defect or has come to inspect or collect the Merchandise on the spot, the Seller will inspect the Merchandise to determine whether or not it is indeed defective. If the Merchandise is indeed defective, and this is covered by the warranty, the Seller will fulfil its warranty obligations. However, if the Buyer has complained of an alleged defect to the Merchandise and it subsequently becomes apparent that this alleged defect cannot be detected or is not covered by the warranty provided by the Seller, any costs incurred by the Seller in relation to this will be borne by the Buyer (including transport costs, inspection costs, administrative costs, etc.), which costs will subsequently be invoiced to the Buyer.
10.7 The Seller’s warranty obligations under this article of the GTCS (Article 10) will not apply if the defect has resulted from:
(a) the improper installation or use of the Merchandise by the Buyer, installation or use contrary to the instructions in the Manual, or improper management, storage or maintenance by the Buyer or any third parties; or
(b) alterations or attempts at alteration made to the Merchandise by the Buyer or any third parties without the Seller’s prior written consent, as well as the attachment of anything to the Merchandise that should not be attached to it, or the adaptation or processing of the Merchandise in a manner other than that prescribed; or
(c) normal wear and tear and any circumstance beyond Seller’s control, including adverse weather conditions and vandalism.
10.8 The Buyer may only invoke the Seller’s warranty obligation and may only file a claim for indemnification if the Buyer can provide proof of purchase of the Merchandise specifying the date of purchase.

(B). 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.

(C). Hidden defects

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.
10.11 In derogation of the above articles, if the Merchandise was not produced by the Seller itself, but by a third-party manufacturer, the Seller’s warranty obligations concerning hidden defects are those provided by the manufacturer(s) or producer(s) of the Merchandise, to the exclusion of any other warranties, provided that the warranty provided to the Seller by the relevant manufacturer(s) or producer(s) can still be effectively invoked by the Seller.

(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.
10.13 The Consumer will inform the Seller of the flaw in relation to conformity no later than two (2) months after the day on which the Consumer has established this flaw, and will provide adequate evidence substantiating this flaw in relation to conformity.
10.14 The Consumer may no longer initiate legal proceedings against the Seller after one (1) year from the date on which the flaw in relation to conformity was detected.
10.15 A flaw in relation to conformity shall not be deemed to exist if the Consumer knew about or could reasonably have been aware of this or if the flaw in relation to conformity arose from material supplied by the Consumer.
10.16 A flaw in relation to conformity arising from the incorrect installation of the Merchandise will be treated as a flaw in relation to the conformity of the Merchandise if the installation is part of the Purchase Agreement covering the Merchandise and was carried out by the Seller, or if the Merchandise was installed by the Consumer and the improper installation of the Merchandise by the Consumer was the direct result of an error in the Manual.

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.
11.2 The Seller cannot be held liable vis-à-vis any third parties for loss or damage attributed to an error on the part of the Seller or errors on the part of its appointees, employees or other agents. The Buyer will indemnify the Seller from all third-party claims for loss or damage for which the Seller’s liability is excluded in relation to the Buyer in these terms and conditions. The Buyer will also be held liable for ensuring the safe and proper use of the Merchandise, and additionally for its safe and proper installation if this is performed independently by the Buyer or if the Buyer has appointed a third party for this.
11.3 The Seller’s liability, for whatever reason, is limited to direct and foreseeable damage, and will not exceed, per contract, the amounts invoiced by the Seller for the Merchandise which was the subject of the contract, and never in any event more than the amount for which the Seller is insured. Under no circumstances whatsoever will the Seller be held liable for indirect or unforeseeable damage in connection with the Buyer or third parties, such as damage to other products, vehicles, immovable property, reputation or commercial damage, loss of revenue, loss of production, loss of clients, complaints and any claims for damages, etc.
11.4 Notwithstanding the other provisions of this article of the GTCS (Article 11), the Seller shall not be held liable in any way for any defect in the Merchandise or any other damage which has arisen or is the result of one of the circumstances specified in Article 10.7 of the present GTCS, or due to adverse weather conditions.
11.5 Under no circumstances whatsoever will the Seller be held liable Should the Buyer have provided the Seller with incorrect instructions, sizes, plans, specifications, etc., resulting from which the Merchandise fails to meet the needs or expectations of the Customer.
11.6 Without prejudice to the application of Article 10 of the present GTCS, the deadline for initiating a liability claim vis-à-vis the Seller is two (2) years after cognisance has been taken of the circumstance that was the cause of damage to which the liability claim relates.

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.
12.2 Repairs made to the Merchandise will be carried out at the fairest price. The costs of the labour (in hours) and the shipping costs to and from the Buyer will in all cases be borne by the Buyer. If repairs are to be carried out, the Buyer will return the Merchandise to the Seller in the manner described in Article 10.5 of the present GTCS.
12.3 If the Seller is of the opinion that specific items of Merchandise should be recalled, the Buyer will follow the Seller’s instructions immediately.

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.
13.2 The Seller or the third party appointed by the Seller will determine the state of the Merchandise following its installation. The Buyer will sign a delivery note after the installation has been completed, which shall be deemed proof of conformity with regard to the delivery and installation of the Merchandise. Any visible defects to the Merchandise itself or as a result of its installation will, by way of derogation from the provisions of Article 10.9 of the present GTCS, be indicated on the delivery note, no later than immediately following the installation of the Merchandise, at the risk of forfeiture.
13.3 If the installation of the Merchandise requires the consent of a third party or a permit, the Buyer will ensure that the requisite consent or permit is obtained in due time. The Buyer will inform the Seller in writing that this consent or permit has been obtained. Failure to obtain the requisite consent is at the sole risk of the Buyer.
13.4 The Buyer will ensure the suitability of the site or surface where or on which the Merchandise is to be installed, and additionally take note of the presence of pipes, cables, works, and any other obstructions at, below, in or around the location where the Merchandise is to be installed. The Buyer will inform the Seller or appointed third party of this in full detail. Supplementary to Article 11 of the present GTCS, the Seller will not accept any form of liability whatsoever for damage to cables, pipes or other property at, under, in or around the location where the Merchandise is installed that can be attributed to the provision of incorrect or incomplete information by the Buyer.
13.5 The Buyer understands that the installation of the Merchandise can impact or lead to possible damage to, under, in, around or at the location where the Merchandise is installed ensuing from such activities as the installation, mounting, anchoring, etc. of the Merchandise. This is inherent to the installation of the Merchandise and is not eligible for compensation by the Seller except in the case of intent or gross negligence on the part of the Seller.

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 MISCELLANEOUS

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.

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