GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY VERMEIRE TRANSMISSIONS
Art. 1 : General Information
These terms and conditions set out, without prejudice to the application of any special terms and conditions, the respective obligations of the contracting parties in all orders, offers, and more generally all services made and carried out by the company SA VERMEIRE TRANSMISSIONS, whose registered office is located at Rue de la Filature, 41 B-4800 ENSIVAL (VERVIERS), registered in the CBE under No. 0402.475.467 and operating under the trade name VERMEIRE.
By signing the agreement or the purchase order, by accepting the order confirmation, or by placing an order online on VERMEIRE website the contracting partner expressly acknowledges having taken note of these general terms and conditions and having accepted them.
The contracting partner therefore waives applying its own terms and conditions, even if the latter mentions them when accepting the offer.
Only exceptions made in a written agreement by us may modify the application of these general terms and conditions.
In the event of a contradiction between the contracting partner’s general terms and conditions and those of VERMEIRE, it is agreed that the latter will prevail.
If the contracting partner asserts general terms and conditions also providing that in the event of a contradiction between these general terms and conditions and those of its own contracting parties that its terms and general conditions will prevail, then the general terms and conditions of the contracting partner and those of VERMEIRE will not be applicable or applied. The inapplicability of the respective terms and conditions in this case is therefore reciprocal.
Any orders from the purchaser only bind us after our written acceptance by sending our order confirmation, subject to our general terms and conditions and the special terms and conditions mentioned therein.
Art. 2 : Validity of the Offers
Unless expressly stated in writing, the prices stated in our offers are valid for one month.
Art. 3 : Prices
Our prices, in Euros, and excluding VAT, are on departure from our warehouses.
The price of the products and services ordered online is the price displayed by VERMEIRE on its website on the order date.
The customer is required to pay the price of the products ordered when placing the order. Payments may be made by all electronic means of payment offered by VERMEIRE when placing the order. VERMEIRE reserves the right not to accept certain electronic payment means.
Any order of a value of less than 25 euros excluding VAT will be invoiced for at least 25 euros excluding VAT and carriage.
Art. 4 : Invoicing and Complaints
Unless otherwise stated, our invoices are payable to our Ensival head office within 30 days of their issuance date. A discount of 1% on the value of the goods may be deducted in the event of payment within 10 days from the invoice issuance date.
Any complaint relating to the invoice or to the goods must be sent to us by writing to our head office address within 7 days of the receipt of the latter.
Art. 5 : Penalties in the Event of Non-payment
Invoices that remain unpaid after their due date will automatically attract default interest equal to the contractual rate set at 1% per month. In addition, the purchaser will also be liable to pay a set fee as a penalty clause set at 12% of the amounts due with a minimum of €100.00.
In the event of non-payment of an invoice by its due date, all of the purchaser’s invoices will become immediately due and payable.
Art. 6 : Orders and Delivery
The delivery lead times given on the offers and order confirmations are indicative only. Any overrun of the said lead times may not give rise in favour of the purchaser to damages of any kind whatsoever, to a subsequent refusal to take delivery or to termination of the contract for cause.
VERMEIRE is permitted, as necessary, to suspend performance of the contract until the actual receipt in full of the payment of the order by the customer.
Without prejudice to Article 7 and unless agreed to the contrary by VERMEIRE, no order may be changed or cancelled.
VERMEIRE reserves the right to cancel an order of products or services if they are no longer available or for other serious and legitimate reasons of which the customer will be informed. In this case, VERMEIRE will take the initiative to inform the customer using the contact details provided on placing the order and will refund the customer for the entirety of the sums it has paid.
VERMEIRE may also offer the Customer a similar product or service instead of the refund referred to in the previous sub-paragraph.
However, the photographs on the website are indicative only; moreover, the products and services actually delivered may have minor differences in comparison to the description that is made by VERMEIRE or the use for which the customer intends them. Finally, the Customer acknowledges that VERMEIRE cannot be held responsible for non-conformity of the products ordered if they are used abnormally or in an unforeseeable way by the Customer.
The purchaser may not refuse partial deliveries.
Art. 7 : Use of Online Services
The Customer who places an order online on the VERMEIRE website undertakes to comply with the legal notices, these terms and conditions of sale and its Privacy Charter.
The prices and quantities in stock are presented on the Website by automatic procedures. This information is offered as an indication only and only binds VERMEIRE after written acceptance by it by sending an offer or a confirmation of the order in accordance with the general and special conditions stated therein.
The Website allows members of the Customer’s staff who have received a password to send VERMEIRE price requests and orders. If one of the members of the Customer’s staff who has a password leaves its company, it is the Customer’s responsibility to expressly request VERMEIRE to cancel this password. VERMEIRE may not in any way be held responsible for orders sent to it by this former employee, even against the Customer’s wishes.
Art 8 : Withdrawal Right
The Customer considered as a consumer within the meaning of the Economic Law Code has the right to notify VERMEIRE that it is cancelling the purchase made remotely (online), without penalties and without indicating a reason, within 14 calendar days from the day after the delivery day of the products and services ordered.
As an exception, the Customer may not cancel the purchase if the order relates to:
- Products whose withdrawal period has expired;
- Services that have been provided by VERMEIRE before expiry of the withdrawal period;
- Products made to measure, or customised according to the Customer’s instructions;
- Products which, because of their nature, cannot be reshipped or may deteriorate or expire quickly.
The Customer acknowledges having been informed thereof and accepts that it does NOT have a right of withdrawal
Notification by the customer of its wish to exercise its right of withdrawal must be communicated by recorded delivery letter to the head office of VERMEIRE.
The Customer who exercises its right of withdrawal undertakes to comply with VERMEIRE BELTING’s instructions relating to the return shipment of the purchases which it is cancelling. The Customer will bear the costs and the risks of the shipment, unless it proves that the products delivered did not correspond to its order. If the Customer exercises its right of withdrawal, VERMEIRE will refund the customer the price paid for the products in question within thirty days of receipt by VERMEIRE of the products shipped by the customer.
VERMEIRE reserves the right to refuse the return of products and/or the refund of the price if the products returned by the Customer have been damaged. If the reshipped products suffered minor damage, VERMEIRE will retain part of the price in proportion to the damage suffered.
Art. 9 : Transfer of Ownership and Risks
The seller reserves ownership of the goods, including its accessories, until payment in full of the price in principal, interest and any costs.
The goods are shipped on the purchaser’s behalf and at its risk.
Down-payments may be retained to cover possible resale losses.
Until payment in full, the purchaser may not dispose of the goods in any way and may not make any change that could decrease its value.
In the event of seizure or notification of a payment order by a third party, the purchaser is required to immediately notify the seller and notify the third party of the retention of title clause stipulated in these terms and conditions.
All risks related to carriage will be borne exclusively by the purchaser.
Art. 10 : Return of Goods
Returns of goods must be undertaken in compliance with the following procedure:
a. Make a written return request to our head office address within 8 days of the delivery stating the delivery note date and number as well as the specific reason for the return
b. Await our decision and the terms of our possible agreement
c. If we agree, the goods must be sent to us at the head office address, in their original packaging and in a saleable state in order to be credited for the agreed value.
Art. 11 : Warranty
If the product sold has a manufacturing or material defect which disrupts normal use, we will replace the part acknowledged as faulty within 3 months of delivery, to the exclusion of all other damages as compensation for any injury. This warranty automatically ceases when the product sold has been transported, handled, stored, set up or used in abnormal conditions. Subject to forfeiture, the purchaser must notify us immediately, in writing, no later than within 48 hours of the discovery of the existence of the defect for which it intends to invoke our warranty, stating its nature and extent and requesting us to come and inspect the defective product.
Art.12 : Limitation of Liability
VERMEIRE disclaims all liability in the event of a defect in the products that it puts into service or in the event of a problem related to the start-up of the said road products.
VERMEIRE is bound only by an obligation of means with respect to placing the products into service as well as to any assistance given subsequently.
Except in the event its wilful misconduct or gross negligence, VERMEIRE cannot be held liable for loss, direct or indirect, bodily and material harm or damage caused to the Customer or to third parties by it, by any person acting on its behalf or any member of its staff when performing its services.
No claim, seeking either compensation or repair, relating to such damage will be accepted.
Art. 13 : Termination
Where the purchaser’s credit deteriorates, we reserve the right, even after partial fulfilment of a contract, to require from the purchaser the guarantees that we consider adequate for the proper fulfilment of the commitments made. The inability to satisfy them gives us the right to cancel all or part of the contract.
In the event of a risk of insolvency of the purchaser evidenced by, for example, the existence of protested bill(s), seizure, cancellation of its bank credits or cancellation of its cover by our insurance company of the credit, as well as in the case of bankruptcy, judicial reorganisation or liquidation, VERMEIRE reserves the right to ipso jure terminate the contract, without needing to give notice, without prejudice to our right to claim any additional damages.
Art. 14 : Modification of the General Terms and Conditions
The general terms and conditions of sale are available for download here. VERMEIRE reserves the right to unilaterally modify them in order to take into account, in particular, any legislative developments or its own needs; in this case, the new General Terms and Conditions will apply to all orders made by the Customer after putting these new conditions online.
Art. 15 : Processing of Personal Data
The Customer acknowledges in a clear way, the possibility for VERMEIRE to collect, record and use its personal data as those of its own customers. This data collection is of a purely contractual nature.
The Customer is also informed that, at any time, it may ask the Provider to access the data communicated, to request their correction or erasure, or at least have processing of them restricted. It may also object to them being processed, if it proved to be illegal or at the very least have its data transferred to it by implementing its data portability right.
All of the information relating to the way in which VERMEIRE collects and processes its customers personal data is described in detail in its Privacy Charter, that can be read on its website under the following link: www.vermeire.com
Art. 16 : Jurisdiction
All our agreements are governed by Belgian law. Only the courts of the district of Verviers have jurisdiction in the event of a dispute.
10/2019
