General Terms of Sales Belux

• Algemene verkoopsvoorwaarden Belux
• Conditions générales de vente GMS France

I. General

1. The customer expressly acknowledges that only the present general terms and conditions apply between the parties. The absence of any objection on our part to the provisions referring to the customer’s general terms and conditions shall not in any circumstances be construed as acceptance of the customer’s general terms and conditions.
2. The nullity of a clause of the general terms and conditions does not lead to the nullity of the other clauses. The remaining clauses shall retain their full validity and effect.
3. The fact that we do not invoke a clause of these general terms and conditions does not in any way mean that we waive the rights which we can derive from it.

II. Offer and order

4. Our price offers are based on the cost of salaries and products in force at the time our offers are submitted and are expressly subject to any changes which may occur in these costs.
5. An order is only taken into consideration from the moment that we receive the copy of our offer, duly dated and signed for agreement by the customer.
6. The customer has the contractual option of renouncing his order up to 24 (working) hours before the delivery date. He will then owe an irreducible fixed compensation of
   • 15% of the value of the order if the cancellation is made at least 30 calendar days before the scheduled delivery date;
   • 30% of the value of the order if the cancellation is made at least between the 30th and 15th calendar day and the 15th calendar day before the intended delivery date;
   • 50% of the order value if the cancellation is made less than 15 calendar days before the scheduled delivery date. Cancellations made less than 24 working hours before delivery will not result in a price reduction.
7. Orders accepted by our representatives are only binding after our written order confirmation.

III. PaymentT

8. Unless expressly stipulated otherwise, invoices shall be payable in cash in Lillois-Witterzee. We do not waive this right when we receive bills of exchange from the purchaser.
9. In the event of non-payment of the invoice on the due date, the client shall automatically and without prior notice be liable for interest at the rate specified in Article 5 of the Law of 2 August 2002 on combating late payment in commercial transactions. In addition, he shall be liable, ipso jure and without prior notice of default, for a lump sum compensation equal to 10% of the amount of the invoice (with a minimum of EUR 125) to cover the administrative and commercial costs incurred.
10. Non-payment of an invoice results in all the other invoices becoming due for payment.
11. Any claim against an invoice shall be made in writing, stating the date and number of the invoice, within eight days of the invoice date, failing which the invoice shall be deemed to have been accepted.

IV. Transport

12. The goods are shipped at the customer’s risk, even if the shipment is made freight prepaid delivery (“franco”). The transport and postage costs are at the expense of the customer, unless explicitly provided otherwise.
13. Upon receipt of closed crates or cartons, the addressee is requested to check the contents immediately as we do not accept any subsequent complaint for faulty packaging.
14. Weight loss is at the expense of the customer.
15. Defective packaging must be returned to our head office in Lillois-Witterzee carriage paid within 8 days from the date of receipt. The client must ensure that the conservation and return take place under appropriate conditions.

V. Delivery

16. Unless explicitly agreed otherwise, delivery dates are given as a guide line only. The customer shall be informed immediately of any foreseeable delays in delivery. We shall not be liable for any loss or damage resulting directly or indirectly from the delay of a delivery, the non-delivery of ordered goods or the absence of information about these circumstances.
17. No complaint concerning the quality or conformity of the goods shall be accepted after more than 3 days from receipt of the goods.

VI. Dissolution and suspension

18. In case of delay in or difficulties with the delivery of the ordered goods or part thereof, for reasons independent of our will, we reserve the right to notify the customer of the complete or partial cancellation or suspension of the order. This will not lead to any compensation.
19. We can dissolve the agreement, subject to notification by registered letter to the customer, if the latter is declared bankrupt, applies for a concordat or for suspension of payment, ceases trading, goes into liquidation or if his creditworthiness has been seriously affected, inter alia, as a result of a seizure of goods and/or assets.
20. We shall also be entitled to dissolve or suspend the agreement, subject to notification by registered letter to the customer, if the latter fails to fulfil his obligations, such as but not limited to his obligation to pay the invoices.
21. We are not liable for the consequences of the dissolution or suspension of the agreement which are brought to the attention of the customer in accordance with these general terms and conditions.

VII. Retention of title

22. Without prejudice to the above provisions, the goods ordered shall remain our property until paid for in full by the customer.

VIII. Liability

23. At the time of placing the goods on the market, the customer shall check and ensure the quality of the goods and shall take out an insurance with an insurance company against all risks of exploitation and commercialisation, waiving any claim against the responsible third party/parties. Except in the case of fraud or voluntary error, we shall not be liable for any indirect or consequential damage (loss of image, loss of customers, loss of market, etc.) resulting from an error in the execution of the order and/or from a lack of quality of the delivered products. In case our liability has been sufficiently proven, our liability for direct damages is limited to the value of the delivered goods.

IX. Jurisdiction and applicable law

24. Subject to the right of Vache Bleue to bring the dispute before the courts of the debtor’s place of domicile, the disputes between the parties fall within the exclusive competence of the courts of Nivelles.
25. Only Belgian law is applicable.