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General terms and conditions

GENERAL TERMS AND CONDITIONS –STEVENS & CO NV – Valid from 19/5

Article 1 Scope and General Provisions

1.1. Without prejudice to the application of any special conditions included in a separate written agreement, these general terms and conditions apply to every offer, quotation, or agreement between Stevens & Co NV, with its registered office at Frankrijklei 98 (box 404), 2000 Antwerp, Belgium, registered under the number 0405.801.082 (hereinafter referred to as the “Seller”) and the buyer (hereinafter collectively referred to as “the Parties”). In case of conflict between these general terms and conditions and any separate written agreement between the Parties, the explicit provisions of the separate written agreement shall prevail.

1.2. These general terms and conditions prevail over any potential (purchase) conditions of the buyer, even if the Seller has not expressly rejected the application of these purchase conditions.

1.3. If the Seller does not invoke a provision of these general terms and conditions, even though the conditions for doing so are satisfied, this does not constitute a waiver of the rights that the Seller may assert against the buyer under this provision of the general terms and conditions.

1.4. Unless expressly agreed otherwise, written notices of any kind, including but not limited to orders and order confirmations, are deemed received as follows:

  • By registered letter with acknowledgment of receipt: at the moment of actual receipt;
  • By registered letter: three calendar days after the postmark;
  • By email/regular mail/fax: at the moment receipt is confirmed;
  • Electronically via the webshop: at the moment receipt is confirmed;
  • By courier: at the moment of actual receipt.

1.5. In these general terms and conditions, periods are calculated as follows:

  • The period is counted from midnight to midnight. It is calculated starting from the day after the act or the event that starts it, and includes all days, including Saturdays, Sundays, and public holidays;
  • The expiration date is included in the period. However, if this date falls on a Saturday, Sunday, or public holiday, the expiration date is postponed to the next business day; and
  • A period determined in months or years is calculated from a certain day to the day before the same day.

1.6. Unless expressly agreed otherwise, days are calendar days. Business days are all days of the week except Saturday, Sunday, and public holidays.

1.7. A reference to an article or subarticle is a reference to an article or subarticle of these general terms and conditions.

Article 2 Acceptance of General Terms and Conditions

Before concluding the agreement, the buyer declares to have read and fully accepted these general terms and conditions. The buyer is deemed to have accepted these general terms and conditions by placing an order, submitting an order request via the Seller’s webshop, or requesting a quotation.

Article 3 Formation of Sales Agreement

3.1. Offers and all proposals made by the Seller are always non-binding and do not bind the Seller as such.

3.2. Orders by the buyer do not bind the Seller either. Orders only bind the Seller, and an agreement between the buyer and the Seller is only established when the order is expressly accepted by the Seller. In case an order request is submitted via the Seller’s webshop, the agreement will only be established once the Seller has confirmed and accepted this order request by email.

3.3. The Seller is allowed to refuse orders without providing any reason. An order is in any case deemed not accepted if the Seller has not confirmed it to the buyer by registered letter, letter, fax, or email within a period of eight (8) days after receipt.

3.4. Every agreement is deemed to be concluded, after acceptance, at the location of the Seller’s registered office.

3.5. If the buyer withdraws their order after acceptance by the Seller, the buyer is in any case liable to pay compensation to the Seller, which is set at fifteen (15) percent of the purchase price, without prejudice to the Seller’s right to demand performance of the agreement and/or its right to compensation for the actual damage suffered.

3.6. The seller is a wholesaler for professionals. By placing an order and accepting these general terms and conditions, the buyer confirms and acknowledges that they are acting for professional purposes and thus placing the order as a business. If the Seller at any time finds or suspects that the buyer qualifies as a consumer within the meaning of art. I.1, 2° of the Economic Law Code (WER), the Seller shall be entitled to consider the sales agreement as dissolved, without being liable for any (damages) compensation to the buyer. The buyer acknowledges and accepts that their status as a company within the meaning of art. I.1, 1° WER is an essential condition for the Seller.

Article 4 Delivery of Goods

4.1. The delivery times provided by the Seller are purely indicative and do not form an essential part of the agreement. In the event of abnormal delay in delivery, the buyer has the right to terminate the agreement by registered letter without prior judicial intervention, provided that the Seller still has not delivered within a period of one (1) month after the Seller has been given notice of default by the buyer by registered letter. The buyer expressly waives any other possible remedy, particularly the granting of any form of compensation.

4.2. Unless expressly agreed otherwise, delivery is made EX WORKS (from the factory) the warehouse where the goods concerned were stored by the Seller for the benefit of the buyer (Incoterms® 2010). If the buyer explicitly requests a different method of delivery from the Seller, the transport is at the expense of the buyer, who also bears the risk of storage, loading, transport, and unloading. The buyer must ensure adequate insurance. If the Parties have agreed on a different delivery method, this different arrangement applies only to this individual agreement and not to any subsequent agreement between the Parties.

4.3. The Seller will inform the buyer in writing when the goods are available to the buyer. Unless expressly agreed otherwise, the buyer will (have) collect the goods within one (1) month of receiving the aforementioned notice. After this period, the Seller has the right to, without prior notice of default:

  • charge a storage fee of one (1) EURO per m³ per day; and
  • store the goods in an open area.

4.4. If the buyer, after the expiration of the collection period of one (1) month mentioned in Article 4.3, does not collect the goods within fourteen (14) days of receiving a notice of default from the Seller, the latter can dissolve the agreement against the buyer without prior judicial intervention. In such a case, the buyer owes compensation to the Seller, which is fixed at one-third of the purchase price, without prejudice to the Seller’s right to compensation for the actual damage suffered.

4.5. The goods are packaged in the usual manner and, if applicable, marked, unless expressly agreed otherwise.

Article 5 Price and Payment

5.1. Unless expressly agreed otherwise, invoices are payable in EURO within thirty (30) days from the date mentioned on the invoice.

In the event of non-payment on the due date, the buyer is legally liable, without prior notice of default, to pay a late interest of twelve (12) percent per annum. Additionally, to cover collection costs, the buyer also owes fixed compensation of ten (10) percent of the outstanding invoice amount, with a minimum of one hundred (100.00) euros.

5.2. All taxes, levies, and/or charges of any kind relating to the delivered goods, including new taxes, levies, and charges that may be introduced after the conclusion of the agreement, are entirely the responsibility of the buyer. Unless expressly agreed otherwise, customs duties in the strict sense are included in the price. All other costs, duties, levies, and taxes, including VAT, are not included in the purchase price. Where applicable, these costs, duties, levies, and taxes will be charged separately to the buyer.

5.3. Invoices are payable in cash at the Seller’s registered office.

5.4. All costs of collecting checks, bills of exchange, etc., are the responsibility of the buyer and must be reimbursed by the buyer upon the Seller’s first request.

5.5. Non-payment of an invoice or a bill on the due date results in the immediate and automatic, without prior notice of default,  enforceability of:

  • all non-due receivables from the buyer; and
  • the suspension of all further deliveries to the buyer until all receivables (including non-due ones) are paid;
  • the termination of any existing payment arrangements concerning previous invoices or bills.

For the purposes of this article, the term “buyer” also refers to any subsidiaries and affiliated companies with the buyer within the meaning of the Companies Code (Wb Vennootschappen according to Belgian Law).

5.6. The buyer expressly waives the right to suspend payment of the amounts owed under the agreement, in whole or in part, if the Seller fails to fulfill its obligations to the buyer for any reason, including alleged non-conformity and/or hidden defects.

5.7. Unless expressly agreed otherwise, set-off by the buyer is excluded.

Article 6 Transfer of Ownership – Retention of Title

6.1. The ownership of the sold goods will only be transferred to the buyer at the moment the buyer has fully satisfied all obligations owed to the Seller as consideration for the goods delivered or to be delivered by the Seller, including the payment of the agreed price, costs, interest, and any compensation.

6.2. Until the ownership of the sold goods has been effectively transferred to the buyer, the buyer is expressly prohibited from using the delivered goods as a means of payment, pledging them, or encumbering them with any other security right.

6.3. The buyer agrees to immediately notify the Seller by registered letter of any seizure that may have been made by a third party on the sold goods.

6.4. The buyer has a duty of care regarding the goods subject to the retention of title and must store and keep them in perfect condition at a suitable and clean location in accordance with the highest standards and safety requirements commonly applicable in the sector. The buyer must also insure these goods until the actual transfer of ownership against all usual risks in the sector (including but not limited to spoilage or any other form of deterioration, fire, water damage, and theft) and present the relevant insurance policy for inspection to the Seller at first request.

6.5. The buyer agrees to inform the Seller if the sold goods are stored in a property that is not owned by the buyer and will disclose the identity of the owner at the request of the Seller.

Article 7 Warranty, Risk, and Liability

7.1. The Seller provides no warranty, except for those explicitly provided by mandatory legislation in this regard. The goods are sold to the buyer at their own risk. The buyer acknowledges that they have conducted their own research and are fully informed about the technical and functional characteristics of the goods, including, but not limited to, the (physical and chemical) properties, such as expansion, shrinkage, deformation, or discoloration, quality, applications (for example, fire safety, strength, durability, color fastness, acid resistance), usage, operation, methods of placement or processing (for example, compatibility with adhesives), treatment, maintenance (for example, compatibility with solvents, detergents, and acids), and resistance to time and weather, and confirms that they have sought and thoroughly examined any relevant information and instructions from the manufacturer (technical data sheets, regulations, manuals, etc., regarding manufacture, production, application, use, installation, assembly, placement, etc.) as applicable. The buyer acknowledges that they have assessed the suitability of the goods for their intended application (including in the context of applicable regulations). The buyer acknowledges that, unless otherwise explicitly stated in any document, the Seller is not deemed to be aware of the purposes for which the buyer will use the goods and that the buyer independently assessed the suitability of the goods for the purposes they intend to pursue. The Seller does not guarantee suitability for any particular purpose.

Services such as specialized advice on product applications, calculations, and studies are expressly not part of the Seller’s services. The buyer is responsible for such services at their own risk and expense. If the Seller, at the buyer’s explicit request, forwards specific inquiries to the manufacturer, the Seller does so solely as a goodwill gesture and assumes no obligation. The Seller’s efforts are limited to passing on the answer received from the manufacturer/supplier to the buyer. The Seller cannot assess the substantive accuracy of this answer from the manufacturer and cannot make any statements about it. The buyer should independently determine, with the assistance of their own specialized consulting service or expert, whether the information provided by the Seller to the manufacturer was accurately recorded and interpreted, whether the correct question was posed, and whether the forwarded answer from the manufacturer constitutes a relevant and correct response to their inquiry. Under no circumstances, even if the Seller is mentioned, may the buyer regard the manufacturer’s response as advice from the Seller. Whether the buyer chooses to use this response from the manufacturer is their own decision and is solely under their own responsibility and risk. The Seller advises the buyer to act carefully in this regard and to check and double-check as necessary. The buyer waives any claims against the Seller and indemnifies the Seller against any claims from third parties related to advice forwarded by the Seller from manufacturers or suppliers.

The risk associated with the goods transfers to the buyer at the moment the goods are ready for collection or shipment in the Seller’s warehouses, a moment that can be proven by the Seller by any legal means, including a notification to this effect to the buyer. The storage of the goods is at the cost, expense, and risk of the buyer. If it has been expressly agreed that the Seller will also arrange for the transport of the goods, the risk transfers at the moment the goods are loaded onto the truck in the Seller’s warehouses, regardless of whether the transport is carried out by the Seller or an external carrier.

7.2. For damages caused by non-performance, incomplete performance, late performance, or improper performance of its obligations, the Seller shall only be liable in cases of intent or gross negligence on its part or that of its employees/agents. The liability of the Seller is—except in cases of intent—always limited to compensating foreseeable, direct, and personal damages suffered by the buyer, excluding all indirect damages, immaterial damages, and consequential damages, including but not limited to lost income or profits, loss of customers, contracts, or business opportunities, reputational damage, and additional costs. In any case—except in cases of intent—the Seller can only be liable for compensation up to a maximum amount equal to what the Seller has billed or could have billed to the buyer and that has actually been paid by the buyer. The buyer expressly and unconditionally agrees to waive any further claims for compensation of any nature against the Seller.

7.3. The goods/services shall be immediately checked by the buyer upon delivery at the specified destination for conformity and any visible defects. Complaints regarding weight, quantities, dimensions, and other visible characteristics must be formulated immediately upon receipt of the goods. If the goods/services are found to be non-conforming or visible defects are identified, the buyer must notify the Seller thereof by registered letter within 24 hours after delivery/handing over and in any case before using the goods as specified below; otherwise, the buyer will not be able to make any claims for repair, replacement, price reduction, dissolution, compensation, or any other sanction. This letter must contain a detailed and exhaustive list of the identified non-conformities or defects, and the necessary supporting documents must be attached. The lack of a detailed list or the lack of supporting documents within the aforementioned period or the use of the goods or part thereof will result in a presumption of conformity and the absence of visible defects in the goods.

7.4. The buyer loses all (statutory or conventional) warranties and cannot hold the Seller liable for damages that may arise due to improper storage, incorrect application, or misuse of the goods, for example, in violation of the instructions, regulations, manuals, and/or the duty of care, even if the Seller was made aware of this at any time. Furthermore, the Seller cannot be held liable for damages that arise after the goods have been modified by the buyer or a third party, including but not limited to cutting, sanding, painting, impregnating, modifying, processing, or treating with any product for any purpose (glues, solvents, detergents, etc.).

7.5. The Seller will not be liable for hidden defects that become apparent after a period of 6 months following the delivery date of the affected goods or, if shorter, after the period during which the Seller could seek recourse from the manufacturer/supplier. The Seller will also not be liable for defects for which they cannot invoke any guarantee or indemnification from the manufacturer/supplier. If hidden defects are identified, the buyer must notify the Seller of this by registered letter within seven calendar days of their discovery, with the content specified below; otherwise, the buyer will not be able to make any claims for repair, replacement, price reduction, dissolution, compensation, or other sanctions. This letter must contain a detailed and exhaustive list of the identified defects and the time at which they were first discovered. In case of damages caused by hidden defects for which the Seller is found liable, the Seller can only be liable for compensation up to a maximum amount equal to what the Seller invoiced to the buyer for the defective goods. The buyer expressly and unconditionally accepts to waive any further claims for compensation of any nature against the Seller.

7.6. If the buyer receives complaints regarding the goods delivered by the Seller from their own customer or another intermediary in the (resale) chain, they must notify the Seller of this in writing within fifteen calendar days. Failure to comply with this obligation will result in the buyer having no claims against the Seller regarding the goods in question, and the Seller—without prejudice to the limitations of liability provided in these general sales conditions—will not be liable for any repairs, replacements, price reductions, compensation, or any other actions. The same applies if any action has been taken that could impair the Seller’s rights (e.g., unilateral repair/replacement without prior contradictory assessments).

7.7. In the event that the delivered goods or services exhibit a (visible or hidden) defect for which the Seller is liable, taking into account what is stipulated in this article, the Seller always has the right to remedy the defect by providing repair or replacement. The buyer expressly and unconditionally agrees to waive any further claims for compensation of any nature against the Seller.

7.8. All exclusions and limitations of liability provided in these general sales conditions apply regardless of the legal basis on which the buyer relies.

7.9. The buyer (or another party in the contractual chain), within the legal limits, is not permitted to file a claim based on tort against the Seller in the event of non-compliance with a contractual obligation by the Seller, even if the fact that gave rise to the damage also constitutes a fault in the sense of Article 6.6 of the Belgian Civil Code or another fact leading to liability in the sense of Book 6 of the Belgian Civil Code on the part of the Seller. Without prejudice to the Seller’s defenses (including the exclusions and limitations of liability provided in these general sales conditions), the buyer may only pursue a claim against the Seller based on contractual liability in the event of damages.

The buyer (or another party in the contractual chain), within the legal limits, is also not permitted to file a claim based on tort against any auxiliary engaged by the Seller (including, but not limited to, directors, executives, employees, representatives, sales agents, and other independent agents of the Seller) in the event of non-compliance with a contractual obligation by that auxiliary, even if the fact that gave rise to the damage also constitutes a fault in the sense of Article 6.6 of the Belgian Civil Code or another fact leading to liability in the sense of Book 6 of the Belgian Civil Code.

Bovenkant formulier

Article 8 Broker

8.1. The broker acting in the sale between the Seller and the buyer is deemed to act as an agent of the buyer. The broker is jointly and severally liable with the buyer for compliance with the obligations arising from the agreement.

8.2. The Seller is only obligated to pay the brokerage fee at the moment the purchase price is paid. If the purchase price is only partially paid, the brokerage fee is only due proportionately.

Article 9 Force Majeure

9.1. There is force majeure on the part of the Seller in the event of an unaccountable impossibility for the Seller to fulfill its obligation. The impossibility for the Seller must be assessed reasonably and humanely. Force majeure shall mean any circumstance that falls outside the direct control of the Seller, making fulfillment unreasonable or impossible within the agreed timeframe. Force majeure includes, but is not limited to, interruptions in energy supply, fire, machine breakdown, accidents, strikes, lockouts, exceptional traffic disruptions, blockades, and other transport disturbances, extreme weather conditions (including storm, ice, snow, severe weather), natural disasters (including floods, earthquakes, volcanic eruptions), legal and/or political restrictions (including trade restrictions, import or export restrictions, embargo), epidemics, states of emergency, terrorism, riots or war, sabotage, errors, delays, or production or delivery problems at suppliers of goods or services or assistants. The incalculable, unforeseeable, and unavoidable nature of the aforementioned circumstances is always deemed to have occurred.

9.2. If, in the opinion of the Seller, the force majeure is of a temporary nature, the Seller has the right to suspend the performance of its obligations until the circumstance causing the force majeure no longer occurs.

9.3. If, in the opinion of the Seller, the force majeure is of a lasting nature and fulfillment becomes permanently impossible or remains so, or if the period during which the fulfillment of the Seller’s obligations has been suspended due to force majeure lasts longer than 3 months from the date of the notice, both parties are entitled to immediately terminate the agreement by a written declaration addressed to the other party for that part of the obligations that has not been fulfilled.

9.4. In the event of force majeure, the parties have no right to compensation for damages suffered or to be suffered as a result of the suspension and/or termination of the agreement.

Article 10 Unforeseeability

10.1. Unforeseeability occurs for the Seller when, due to an unaccountable change in circumstances, the execution of its obligation has become more burdensome, particularly due to a rise in the cost of execution or a decrease in the value of the consideration. The following circumstances are deemed to constitute unforeseeability for the Seller: (a) an increase of 2% or more in any element alone or in the combined elements that make up the calculation basis of the purchase price agreed with the Seller, including, but not limited to, raw material prices, employee wages, fees owed to assistants, storage costs, transport costs, insurance costs, (b) the introduction or increase of taxes, levies, surcharges, duties, excise duties, rights, government measures, (c) exchange rate fluctuations, (d) inflation, or (e) any other element that could increase the cost for the Seller.

10.2. If the Seller is confronted with a situation of unforeseeability and has notified the buyer of this, its obligation is suspended.

10.3. The Seller and the buyer will, without delay, enter into good faith negotiations after the Seller’s notification as referred to in Article 10.2 to adjust the agreement to align with what the parties would reasonably have agreed upon at the time of contract conclusion if they had taken into account the change in circumstances.

10.4. If the Seller and the buyer do not reach an adjustment of the agreement within one month after the Seller’s notification mentioned in Article 10.2, the Seller has the right to terminate the agreement by informing the buyer. The Seller shall not be liable for any compensation to the buyer as a result of this termination. A recourse to the court to adjust the agreement is excluded.

Article 11 Miscellaneous

11.1. If any exclusion or limitation of liability provided in these general sales conditions is invalid in a specific hypothesis, that hypothesis shall be deemed not to be intended. If a limitation of liability in these general sales conditions extends beyond what is legally permitted, this limitation will automatically be reduced to the maximum limitation of liability allowed by law. The total or partial invalidity, nullity, unenforceability, or lack of enforceability of one or more clauses of these general sales conditions does not affect the validity, enforceability, and enforceability of the remaining clauses or their respective portions. The Seller and the buyer will negotiate in good faith to establish a valid, enforceable, and binding provision in place of the affected provision that most closely resembles the original intention of the parties.

11.2. All provisions of these general sales conditions are subject to negotiation. The buyer acknowledges that the pricing of the Seller has taken into account the risk distributions, liability limitations in favor of the Seller, and contractual rights for the Seller provided in these general sales conditions. Any modification to the detriment of the Seller must be explicitly and in writing agreed upon and will result in an increase in the price.

11.3. The Seller has the right to unilaterally amend these general sales conditions. The changes will immediately apply to any offer not yet accepted or any new offer made by the Seller but not to already concluded agreements.

Article 12 Applicable Law and Competent Court

12.1. All agreements to which these general terms and conditions apply, as well as all other agreements arising therefrom, are exclusively governed by Belgian law. The application of the Vienna Sales Convention of April 11, 1980 is expressly excluded.

12.2. All disputes between the Parties regarding the agreements subject to these general terms and conditions fall exclusively under the jurisdiction of the courts of the judicial district of Antwerp, Antwerp division (place of registered office of the Seller).

Article 13 Language and Interpretation

In case of differences or interpretation problems between various translations of these general terms and conditions, the Dutch text shall always be decisive and shall take precedence over other versions.