Terms and conditions of sale
- General terms and conditions of sale -
Article 1 Definitions
1.1 The Vendor: BV PARTYSPACE, company registered in the KBO under number 0830.189.643, having its registered office at 8980 Zonnebeke, Potteriestraat 6
1.2 The Merchandise: all products and/or services that BV PARTYSPACE offers for sale to the Purchaser.
1.3 The Purchaser: any natural person or legal entity that places an order of Merchandise with BV PARTYSPACE.
1.4 The Consumer: any natural person who acts for purposes not related to his or her professional activity nor commercial activity.
Article 2 Scope of application
These general terms and conditions of sale (hereinafter also referred to as the "GTC" which are also available on the website www.partyspace.eu) govern all present and future relations between the Purchaser and the Vendor. They are known by the Purchaser and apply to all offers, all orders placed by the Purchaser with the Vendor and all sales contracts concluded between the Vendor and the Purchaser. The clauses or general terms and conditions of the Purchaser are not opposable to the offers, orders and sales that come into existence between the Purchaser and the Vendor. In the event that a special written agreement duly signed by a director of BV PARTYSPACE expressly deviates from one of the principles enshrined in the GTC, the other principles of the present terms and conditions shall remain in full force. The Vendor reserves the right to amend or modify the GTC at any time, on the understanding that the applicable GTC shall be those in force on the date of the order. Any order placed with the Vendor implies the full obligation of the Purchaser to the GTC.
Article 3 Offers and orders
3.1 Only written offers are binding on the Vendor. They shall be valid for 30 (thirty) days. However, the prices will be determined in euro on the day of delivery, in function of, among other things, the updated prices for raw material, salaries and general expenses. Orders shall only become final after written confirmation from the Vendor. In case of cancellation of an order by the Purchaser, the Vendor shall be entitled to:
(a) a fixed compensation of 20 (twenty) % of the value of the order, with a minimum of 100 (hundred) euros, to be paid by the Purchaser in case of goods in stock;
(b) a fixed compensation of 75% (seventy-five) % of the value of the order, with a minimum of 100 (one hundred) euros, to be paid by the Purchaser in case of custom-made goods (e.g. by printing).
3.2 If, for any reason whatsoever, the Vendor is unable to deliver the Merchandise, the Purchaser cannot claim any compensation except for the return of an advance payment that he may already have paid.
3.3 The Vendor is exempted from its obligation to deliver the Merchandise in all cases of force majeure. A case of force majeure may include (non-exhaustive list) the following: a state of war, a revolt, an insurrection, 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 lack of workforce, a breakdown or a loss of public utilities, floods and other exceptional weather conditions such as persistent heat, snow or sleet, a fire or a hurricane, lack of available means of transport, exceptional traffic congestion, epidemics, accidents, which prevent the normal execution of orders both on the part of the Vendor and on the part of one of its suppliers.
3.4 If the Purchaser requests to draw up an invoice in the name of a third party, the Purchaser will at all times and in all circumstances be jointly and severally and in solidum liable with regard to all obligations arising from the agreement and these GTC.
Article 4 Orders - Terms
4.1 Any delivery dates are given for information purposes only and do not constitute any commitment or guarantee on the part of the Vendor. Failure to meet the delivery dates indicated by the Vendor may not give rise to any right to compensation, nor may it justify the termination of the sales contract.
4.2 If the Merchandise is delivered to the Consumer, the Vendor shall only determine or modify the delivery period with the Consumer's consent.
4.3 Any deliveries shall be made Ex Works (Incoterm 2020).
4.4 The Merchandise always travels at the risk and peril of the Purchaser who takes possession of it on his own responsibility, whereby the Purchaser is obliged to check the weight, quantity and condition of the Merchandise.
4.5 Without prejudice to the stipulations of Article 11 of the GTC with regard to the legal guarantee for the Consumer in the event of non-conformity, any complaint regarding non-conformity and/or visible defects and/or the quality of the Merchandise must be submitted within 3 (three) days of receipt (and/or installation, if applicable) of the Merchandise. At the end of this period, no complaint will be taken into consideration. Moreover, in order for the complaint to be admissible, it must be substantiated by the Purchaser and communicated by registered letter (with a copy by e-mail to firstname.lastname@example.org), and the objections must also appear on the delivery note to be signed by the Purchaser at the time of delivery. Complaints found to be substantially motivated shall only entail the replacement or reimbursement of the Merchandise by the Vendor, excluding any liability or indemnification of any kind.
Article 5 Electronic invoicing
5.1 The Vendor reserves the right to transfer its invoices and summaries to the Purchaser electronically.
5.2 In the event of unavailability or malfunction of the electronic invoicing application, the Vendor reserves the right to transfer invoices or statements in hard copy to the Purchaser. In such circumstances, paper invoices and statements shall replace electronic invoices and statements and shall suffice on their own.
Article 6 Prices and payment
6.1 Unless stipulated otherwise, the Vendor’s prices are net prices excluding VAT, without discount.
6.2 In the event that the Merchandise is sold to the Consumer, the Vendor’s prices are including VAT.
6.3 Unless the parties expressly stipulate otherwise in a specific written agreement, all invoices of the Vendor shall be payable without discount to its registered office, at the latest on the due date of the invoice. The invoice will only be considered as paid as from the moment the funds are booked on the bank account of the Vendor.
6.4 The Vendor's invoices must always be paid by the Purchaser, even if the latter has a due and payable claim against the Vendor. Any settlement is therefore excluded, except in the case of a specific written agreement. The Purchaser also undertakes not to withhold any invoices or balances of invoices that have not been seriously disputed.
6.5 Even if a term of payment is granted to a Purchaser by virtue of a special written agreement, the non-payment of a single invoice on the due date shall ipso jure and without any prior notice of default being required, make all unpaid invoices due and payable.
6.6 In the event of non-payment of invoices on the due date, the amounts due shall be increased ipso jure and without prior notice of default being required, by a fixed and irreducible compensation set at 15 (fifteen) % of all outstanding amounts, with a minimum of 125 (one hundred and twenty-five) euros. In addition, unpaid invoices shall automatically and without prior notice incur interest in arrears as provided for in Article 5 of the Law of 2 August 2002 combating late payment in commercial transactions.
6.7 Any complaint regarding the drawing or calculation of an invoice must be submitted by registered letter within 15 (fifteen) days of the invoice date, failing which the invoice will be deemed to have been accepted by the Purchaser.
6.8 In the event of non-compliance by the Purchaser with one of his contractual obligations, including the timely payment of invoices, the Vendor reserves the right to take any measure, including the suspension of current deliveries and orders.
6.9 The Vendor may at any time – even after the bankruptcy of the Purchaser or the concurrence of the creditors of the Purchaser or after the request for or the admission of the Purchaser to the benefit of a judicial reorganisation – settle any existing or future claim on any account whatsoever against any sum due to the Purchaser on any account whatsoever.
6.10 Any change in the legal or financial situation of the Purchaser must be notified in writing to the Vendor, who has the possibility, if desired, to cancel current orders, to refuse orders, to demand guarantees or to change the conditions and terms of payment.
6.11 Notwithstanding special legal provisions and as security for the reimbursement of all amounts that the Purchaser would owe to the Vendor, in respect of all present and/or future claims, regardless of their nature, the Purchaser pledges to the benefit of the Vendor: all present and future claims against third parties, for whatever reason, such as trade claims and other claims against customers, fees for services and services, claims for revenues from movable or immovable property, claims for damages, pensions, insurance payments, social security payments or claims against the government in the context of tax regulations. The Purchaser agrees to provide, at the Vendor's simple request, all information and documents relating to these claims.
Article 7 Retention of title
7.1 The Vendor retains full ownership of the Merchandise sold until full payment of the principal sum and appurtenances. Delivered Merchandise will remain the full property of the Vendor and will be considered to be on consignment until full payment of the Merchandise by the Purchaser. However, the Purchaser shall bear the risk of damage that this Merchandise would suffer or cause for whatever reason. Until full payment of the Merchandise, the Purchaser will not be able to dispose of the Merchandise in any way without the prior agreement of the Vendor. The Purchaser agrees to notify the Vendor immediately by e-mail, confirmed by registered letter, of any seizure that a third party might make of the delivered Merchandise.
7.2 The lack of payment on any due date may result in the Vendor claiming the Merchandise at the Purchaser’s expense.
7.3 In the event that the Purchaser resells unpaid Merchandise, the Vendor also retains the option of claiming the price of the resale of the Merchandise from the Purchaser. The retention of title will then be transferred to the resale price.
7.4 The circumstance that the Merchandise is no longer in the Purchaser’s possession in kind does not affect the Vendor’s retention of title.
7.5 The circumstance that the Merchandise has become immovable as a result of incorporation does not affect the Vendor’s retention of title on condition of registration in the register of pledges.
7.6 In case the value of the reclaimed Merchandise exceeds the amount of the claim, the Vendor shall repay the balance to the Purchaser.
7.7 In case the Merchandise is sold to a Consumer, acceptance of these GTC will be deemed to constitute consent to the possibility of retention of title by the Vendor.
Article 8 Dissolution
The Vendor shall be entitled to dissolve the contract of sale concluded with the Purchaser ipso jure and without prior notice of default or judicial intervention, without being liable to pay any compensation, in the event of: (i) cessation of payment by the Purchaser; (ii) bankruptcy of the Purchaser; (iii) liquidation or termination of the activities of the Purchaser; (iv) judicial reorganisation; or (v) seizure at the expense of the Purchaser.
Article 9 Risk transfer
9.1 Risks of any kind, including cases of force majeure and coincidence, and the custody are transferred to the Purchaser as soon as the Merchandise leaves the Vendor’s premises.
9.2 The Purchaser therefore undertakes to take out an insurance contract with a reputable company to cover the risks of loss, theft or destruction of the Merchandise. The Vendor may at any time require a signed copy of that contract.
Article 10 Warranties and liabilities
10.1 The warranty on the Merchandise is that given by the manufacturer(s) or producer(s) of the Merchandise, to the exclusion of any other warranty. Without prejudice to the stipulations of Article 11 GTC with regard to the legal guarantee for the Consumer in the event of a lack of conformity, the Purchaser will only be able to make a claim for indemnification if he has the proof of purchase of the Merchandise and if the guarantee provided by the producer or manufacturer to the Vendor for this Merchandise is still valid.
10.2 Under no circumstances shall the Vendor be liable for indirect damages (including but not limited to loss of turnover, loss of income, production limitation, loss of clients, complaints and any claims for damages, etc.). The Vendor’s liability shall, in any case and whatever the damage, always be limited to the price of the Merchandise sold. The advice given by the Vendor is without obligation and does not give rise to any liability.
Article 11 Lack of conformity in sales to consumers
11.1 The Vendor is liable vis-à-vis the Consumer for any lack of conformity that exists at the time of delivery of the Merchandise and that manifests itself within a period of 2 (two) years from the said delivery. The aforementioned period shall be suspended during the period required for the repair or replacement of the Merchandise.
11.2 The Consumer shall notify the Vendor of the lack of conformity no later than 2 (two) months after the day on which the Consumer has ascertained the lack of conformity and shall provide conclusive evidence that substantiates the lack of conformity. If the Consumer does not inform the Vendor within this period, the Consumer shall be deemed to have waived his guarantee. All complaints must be submitted by registered letter (with a copy by e-mail to email@example.com).
11.3 The Consumer can no longer make a claim against the Vendor after a period of one year from the day on which he has ascertained the lack of conformity.
11.4 The lack of conformity is not deemed to exist if the Consumer was aware of the defect or should reasonably have been aware of it or if the lack of conformity results from the material supplied by the Consumer.
11.5 The lack of conformity resulting from incorrect installation of the Merchandise shall be assimilated to a lack of conformity of the Merchandise if the installation forms part of the purchase agreement concerning the Merchandise and has been performed by the Vendor, unless the Merchandise is installed by the Consumer and the incorrect installation by the Consumer is not the result of an error in the installation instructions.
11.6 In case the lack of conformity can be attributed to the Vendor, the Consumer is entitled to have the Merchandise repaired or replaced free of charge, unless this would be impossible or disproportionate.
11.7 The repair or replacement shall be deemed disproportionate if the cost to the Vendor would be unreasonable in view of the value that the Merchandise would have without the lack of conformity, the seriousness of the lack of conformity and whether an alternative form of remedy is concretely possible without serious inconvenience to the Consumer.
11.8 In case the Vendor believes that repair or replacement is impossible, the Consumer has an exceptional right to an appropriate price reduction or the dissolution of the sales contract. However, the Consumer is not entitled to dissolve the contract if the lack of conformity is of minor importance. The Vendor shall reduce any reimbursement to the Consumer, taking into account the Consumer's use of the Merchandise since its delivery.
11.9 The Vendor may charge repair costs if the damage is aggravated by the Consumer's use of the Merchandise after the moment at which he has or should have discovered the lack of conformity.
11.10 The provisions relating to the indemnity for latent defects of the Merchandise shall apply after the expiry of the period of 2 (two) years.
Article 12 Return - Repairs
Without prejudice to the stipulations of Article 11 GTC with regard to the legal guarantee for the Consumer in the event of a lack of conformity, the Merchandise sold shall not be taken back or exchanged. In exceptional circumstances, the Merchandise may only be taken back with the prior written consent of the Vendor and shall only relate to the Merchandise in new condition, in their original packaging and in impeccable condition. They shall be subject to a deduction of at least 20 (twenty) %. Repairs of Merchandise shall be carried out at the most correct price. In order to benefit from the warranty in the circumstances defined by the producer or manufacturer, the warranty slip must be attached to the defective Merchandise. In all cases, the Purchaser shall bear the cost of labour and the cost of returning the Merchandise to and from the Purchaser.
Article 13 Protection of privacy
The Vendor shall act as the controller. He complies strictly with the European Regulation 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data ("GDPR"). The Purchaser agrees that the Vendor collects and processes his personal data for commercial purposes, in particular in the context of the management, financing and recovery of the Vendor's claims, as well as marketing and promotion. These data may be used by the Vendor as well as by other affiliated companies or their sub-contractors, who will at all times provide appropriate guarantees in terms of personal data protection, for the purposes of commercial prospection, analysis and research, guarantee schemes for the Merchandise, as well as for the maintenance and management of the Vendor's website. The data will be kept throughout the life of the commercial relationship and, where applicable, also thereafter, to allow the Vendor to comply with its legal obligations. The Purchaser has a right of access, rectification and deletion of his data, as well as a right to object to the processing of his data based on a legitimate interest. Furthermore, the Purchaser has the right to object, free of charge and without justification, to the use of his data for direct marketing purposes. In order to exercise these rights, the Purchaser must send a signed and dated request, accompanied by a recto/verso copy of the Purchaser’s identity card or a legal representative, to the registered office of the Vendor. The Purchaser also declares to have read the Vendor’s Privacy Statement, which can be consulted on its website.
Article 14 Intellectual property
All graphics, trademarks, drawings, models, logos and the like appearing on the Merchandise, in manuals and in instructions for use are the exclusive property of the producers, manufacturers or the Vendor. They are not transferred and may not be used, exploited, displayed, reproduced or adapted by the Purchaser or any other third party.
Article 15 Transfer
The Purchaser may not assign or transfer the contract of sale or any rights and obligations arising from its transactions with the Vendor without the Vendor’s prior consent.
Article 16 Law applicable and competent courts
These general terms and conditions of sale are governed by Belgian law. In the event of a dispute, only the courts of West Flanders, Ypres section, have jurisdiction.