1.1. The Société Anonyme W.O. Belgium (hereinafter referred to as the 'Seller') has a registered office at 49 rue du Mail, 1050 Ixelles, Belgium, and is registered with the Crossroads Bank for Enterprises (Banque Carrefour des Entreprises) under number BE-463.605.164. 1.2. The company or natural person that accepts the quotation provided by the Seller is hereinafter referred to as the 'Buyer'. 1.3. The present general terms of sale apply to any order placed by the Buyer with the Seller and to all sales agreements between them, including any additional services provided. 1.4. Unless otherwise agreed in writing by the Seller, the present general terms of sale apply to the exclusion of any general or specific terms used by the Buyer. 1.5. The Buyer undertakes to inform the Seller of whether the products ordered are intended for professional or private use, at the latest when s/he accepts the quotation provided by the Seller. Unless otherwise indicated, the parties acknowledge that the obligations resulting from the agreement made under the present terms arise and/or are executed primarily at the Seller's registered office, at the office of one or more of his/her subsidiaries or at one of his/her warehouses.
2.1. Orders are valid while stocks last. French will be the only language used in the sales agreement and during the execution of the agreement. 2.2. When visiting the Seller's website, the Buyer selects the type and quantity of the goods desired, as well as any specific modifications that s/he wishes to make to these goods. The Buyer enters his/her personal information and submits his/her request for a quotation to the Seller. The Seller emails the Buyer as soon as possible with a quotation summarising the features of the goods requested in accordance with the present general terms of sale. The Buyer must confirm his/her acceptance of the quotation within 31 days of it being sent in order for the quotation to remain valid. If the Buyer wishes to make any changes to his/her original request, then the Seller will issue a new quotation in accordance with the aforementioned general terms of sale. A sales agreement is deemed to have been reached once the Buyer accepts the definitive quotation, from which point both parties are bound by the present general terms of sale. The Seller sends the Buyer confirmation of the order placed.
3.1. The sale price indicated in the quotation may be amended until the Buyer accepts the quotation, at which point the quotation becomes definitive, except in the event of force majeure. 3.2. The Seller reserves the right to ask the Buyer to provide additional assurances stipulated by the Seller, such as guaranties or securities. If the Buyer fails to provide such assurances, then any agreement between the parties will be deemed null and void. 3.3. Unless otherwise indicated, invoices issued by the Seller are payable in euros, in full and without any discounts at the Seller's registered office or to his/her bank account. 3.4. The Buyer must notify the Seller of any queries that s/he may have about an invoice within one week of receiving it. The queries will not be taken into account if the Buyer fails to raise them within this time period. 3.5. If the Buyer fails to pay an invoice within two weeks of it being issued, then s/he will be legally liable, with no formal notice, to pay the Seller interest on arrears at a rate of 1.5% per month in addition to the amount shown on the invoice. S/he will also be required to pay fixed compensation equivalent to 15% of the order amount (excluding VAT, interest and fees), with a minimum amount of € 75. 3.6. Similarly, in accordance with Article 78 of the Belgian law on market practices and consumer protection, if there is a delay that can be attributed to the Seller, and provided that the customer has sent the Seller a formal notice invoking the present term and that no action has been taken in response to this formal notice within one week, the Seller will have to pay fixed compensation equivalent to 5% of the agreed price (excluding taxes), with a minimum amount of € 75. 3.7. In the event that legal proceedings have to be instigated to recover payment for an invoice, the Buyer will also have to pay all reasonable costs involved in recovering the payment, such as lawyer's fees and any internal management costs that exceed the fixed compensation amount. 3.8. If the Buyer fails to meet a payment due date for any reason whatsoever, all subsequent payments will be taken at the time that the Buyer places his/her next order, at the latest. Under such circumstances, the Seller also reserves the right to suspend the processing of any outstanding orders until the amounts owed have been settled in full.
4.1. With the exception of consumer sales, the Buyer is responsible for transporting the products and for any risks relating to them as soon as s/he has taken delivery of them, or, failing that, as soon as they are made available to him/her. If the Buyer specifies an alternative shipping address, the products will be removed and, where applicable, stored at the Buyer's own risk and expense. 4.2. The parties expressly agree that delivery times are provided for information only. The Buyer cannot cancel the sales agreement or claim damages from the Seller in the event of a delay in delivery. 4.3. In addition to this, the Seller is entitled to refuse to sell his/her products depending on stock availability or for any other legitimate reason. S/he also retains the right to dispatch orders in partial deliveries. Prices do not include pallets, packaging and other ancillary costs. Terms relating to the collection of pallets and packaging will be set out in a separate agreement.
5.1. The products delivered remain the property of the Seller until the price has been paid in full, including any late payment interest and compensation. 5.2. If payment is not received in full by the due date, then the Seller reserves the right to collect the products at the Buyer's expense. The Buyer may not resell or pledge the products until payment for them has been received in full, unless otherwise agreed in advance and in writing by the Seller. 5.3. The Buyer undertakes to notify the Seller if any products that have not been paid for in full are seized by a third party. 5.4. Similarly, the Buyer undertakes to immediately notify the Seller if products that have been delivered but have not been paid for in full are located at premises that have been rented by the Buyer.
The Buyer undertakes to check all products that are delivered to him/her thoroughly and to the best of his/her ability at the time of delivery. 6.1. Buyers purchasing goods for professional use: 6.1.1. The Buyer must notify the Seller if the products delivered have any visible defects or are non-compliant within one week of delivery. 6.1.2. If the Buyer or one of his/her employees accepts the products upon delivery, then it shall be assumed that no visible defects were identified at the time of delivery. 6.1.3. The Buyer must notify the Seller if the products delivered have any hidden defects within two weeks of the Buyer discovering these defects or from the time at which s/he could reasonably be expected to have identified them. 6.1.4. Any legal proceedings relating to hidden defects must be instigated within thirty days from the date on which the Buyer identifies the defects, or from the time at which s/he could reasonably be expected to have identified them, or from the date on which any negotiations to reach an amicable agreement fail. 6.1.5. No products may be returned to the Seller without his/her prior written consent. 6.1.6. For a period of one year from delivery of the products, the guarantee offered by the Seller is limited solely to repairing or replacing the faulty products, or to refunding or reducing the amount invoiced, without any other compensation. 6.1.7. In addition to this, the Seller cannot be held liable for any damage caused by a combination of a defect in the products delivered and an error on the part of the victim or any other person for whom the victim is responsible. 6.1.8. The guarantee expires after this one-year period. 6.2. Buyers purchasing goods for private use: The Buyer's legal rights under the Belgian law of 1 September 2004 governing the sale of consumer goods are not affected by the present guarantee. The present clause serves as a guarantee as defined in Article 1649 quater § 3 of the Belgian civil code.
7.1 The consumer does not have the right to cancel an order if the goods supplied to him/her have been manufactured according to his/her specifications, clearly personalised or, by their nature, cannot be returned or are likely to deteriorate or perish quickly.
8.1. The parties will be temporarily acquitted of their respective obligations in the occurrence of any event (including interruptions in production, transport or delivery; strikes; lockouts; embargoes; wars; terrorist attacks or the consequences of such attacks; shortages of raw materials; epidemics; bad weather; and, more generally, any event of a similar nature) that affects the parties or their supplier and either delays or makes it impossible for them to fulfil their respective obligations. 8.2. The party that invokes such an event will provide the other party with proof of its occurrence as soon as possible. The party will be acquitted of its obligations until such time as it notifies the other party that the event has ended, it being understood that neither party can claim any kind of compensation from the other party. 8.3. The parties will make every effort to reduce the difficulties and/or damage caused. 8.4. If the force majeure event lasts for more than 60 days, the parties will make every effort to renegotiate a later date for executing the sales agreement. 8.5. If the parties are unable to reach an agreement, then either party will be entitled to end the agreement by notifying the other party.
9.1 The Seller may subcontract all or part of the sale process to a third party without the Buyer's prior written consent. S/he may also assign all or part of the sale to a third party without the Buyer's prior written consent.
10.1. The Seller uses the personal data provided by the Buyer in order to execute the present agreement; for customer administration; to promote his/her products and services; or to create personalised information and direct marketing campaigns, including via email. 10.2. In accordance with the Belgian law of 8 December 1992 on the protection of privacy in relation to the processing of personal data, the Buyer may access, check and amend his/her personal data at any time, free of charge. 10.3. The Seller's Managing Director is responsible for data protection matters. 10.4. The Buyer authorises the Seller to report on the sale of products or the provision of services under the present agreement for the specific purpose of promoting the products sold and/or the services provided by the Seller. The Buyer will be notified of the use of any such promotion and may withdraw his/her consent at any time. However, the Buyer may never claim any kind of damages as a result of such promotion.
11.1. If one of the clauses in the present general terms of sale is deemed null and void or inapplicable, then this does not affect the validity or applicability of the other clauses. If necessary, the parties undertake to replace the clause deemed null and void or inapplicable with a valid clause that is the closest to the clause deemed null and void or inapplicable from an economic point of view. 11.2. If the Seller chooses not to invoke the present general terms of sale at a given moment, this should not be interpreted as meaning that s/he will not invoke them at a later date. 11.3. Any communication or notification between the parties should take the form of a letter sent by recorded delivery, a fax or an email with a return receipt. Communications for the Seller should be sent to his/her registered office and those for the Buyer should be sent to his/her registered office or place of residence.
12.1. The contractual relations between the parties and the present general terms of sale are governed by Belgian law, including in the case of a guarantee claim. The parties expressly agree not to invoke the Vienna Convention on the international sale of goods. 12.2. Any disputes relating to the constitution, execution or interpretation of the present general terms of sale, as well as to any agreements to which they apply, that cannot be resolved amicably will fall under the exclusive jurisdiction of the judicial district of Brussels.