GENERAL TERMS AND CONDITIONS B2B
Unless stipulated otherwise in writing, every current and future agreement shall be governed by these terms and conditions, which shall constitute an integral part thereof, and shall take priority as of right over the customer’s terms and conditions of purchase. A departure from or change to these terms and conditions may be relied upon against only if we have given our consent thereto in writing.
2. CONTRACTUAL DOCUMENTS AND ACCEPTANCE
The order form and the current general terms and conditions shall constitute the contractual document. The agreement shall enter into force at the time when the customer confirms the order for agreement in writing (signature or confirmation by e-mail). The written confirmation of the order by the customer shall entail that the latter agrees with the full text of the order form of which he is cognisant, including these general terms and conditions.
If it should appear that one or more clauses may not be invoked fully or partially against the customer, the other provisions of the agreement shall remain in force.
Premiers BVBA reserves the right to refuse an order without having to give reasons.
In confirming the order in writing, the customer undertakes definitively and irrevocably to purchase the ordered goods.
Full or partial cancellation of the order by the customer shall not be possible, irrespective of whether an advance was paid, and shall be irrevocably accompanied by the payment of compensation of 50% of the cancelled amount.
The prices are those mentioned in the order form, unless stipulated otherwise. Premiers BVBA reserves expressly the right to adjust the prices at all times if required to do so by economic circumstances, such as an exceptional increase of the variable costs (including, but not limited to: raw materials, wages, energy, etc.) or in the event of force majeure.
All prices are quoted exclusive of VAT unless agreed expressly otherwise.
4. DELIVERY TIMES AND DELIVERY
The indicated delivery times are provided for information only. They shall be met as much as possible. The overrun of these delivery times may not however lead to the cancellation of the agreement, refusal of the goods and/or to any compensation payable to the customer.
The goods shall be delivered and accepted, or deemed to be accepted, at the time of delivery.
The delivery costs shall be borne by the customer.
5. QUALITY OF THE GOODS – PROTEST
The customer must check the goods immediately at the time of delivery. No complaint nor visible defects, missing goods or non-compliant delivery may be lodged after the delivery as stipulated in Article 4. Complaints shall, on pain of forfeiture, be lodged with Premiers BVBA and reasoned within three days after the delivery.
Differences in colour differences or shade between the illustrations or samples and the delivered goods are unavoidable and may thus not constitute any grounds for refusing the delivery.
Invoices shall be payable at our registered office, in cash and without discount.
An advance of 50% shall be payable upon ordering the goods, unless agreed otherwise. This advance shall not be reimbursable. The balance shall be invoiced on delivery.
In the event of total or partial non-payment on the due date, open invoices shall, as of right and without prior notice, accrue interest calculated at the Belgian legal interest rate plus 2%, with a minimum interest rate of 12%, and the outstanding balance shall, after service of notice to no effect, be increased by 12% of the invoiced sum, with a minimum of €125.00 and a maximum of €2,500.00, even when an extension of time of payment has been granted.
Partial payments shall always be accepted under all reservations and without any prejudice, and shall be allocated in order of priority to cover any legal costs incurred, then interest due, then damages and finally the principal. Non-payment of a single invoice on the due date shall make the balance of all other invoices, including those not due, payable immediately as of right.
In case of non-payment or if Premiers BVBV should become cognisant of indications that the customer has lost his creditworthiness, we may suspend the performance of every agreement, and require payment of all outstanding sums, including those not yet due.
7. RETENTION OF TITLE – TRANSFER OF RISK
The delivered goods shall remain the property of Premiers BVBA entirely until payment in full is made, even when a payment extension has been granted. Premiers BVBA may dispose thereof up to that time freely and without prejudice. The aforementioned retention of title shall not hamper the transfer of the risk of loss, theft or damage of the goods to the customer as of the time that the goods are delivered, including of the delivery itself, which shall be carried out at the customer’s risk. The customer must take out insurance to cover these risks as of delivery.
8. INTELLECTUAL PROPERTY
Unless agreed otherwise in writing, all intellectual and industrial property rights to the goods shall remain the exclusive property of Premiers BVBA. The invoicing to and payment thereof by the customer shall apply only as remuneration for the delivered goods and may under no circumstances be considered as remuneration for the transfer of rights to drawings and models, trademarks and patents.
The transfer of such rights may be carried out only by concluding an additional agreement in writing that provides specifically and expressly for such a transfer.
9. SETTLEMENT OF DISPUTES
In the event of a dispute, only the courts of the judicial district of Antwerp shall be competent ratione loci, unless we elect the competent courts pursuant to Article 624 of the Code of Judicial Procedure. Belgian law shall apply. Belgian ordinary law shall apply for all aspects that are not explicitly regulated.