General terms and conditions
GENERAL TERMS AND CONDITIONS – ETABLISSEMENTEN STEVENS & CO NV
Article 1 Scope and General Provisions
1.1. Without prejudice to the application of any specific conditions included in a separate written agreement, these general terms and conditions apply to every offer, quotation, or agreement between ETABLISSEMENTEN STEVENS & CO NV, with its registered office at Frankrijklei 98 (box 404), 2000 Antwerp, Belgium, registered in the Crossroads Bank for Enterprises under number 0405.801.082 (hereinafter referred to as the “Seller”) and the buyer (hereinafter collectively referred to as “the Parties”). In case of any conflict between these general terms and conditions and any separate written agreement between the Parties, the express provisions of the separate written agreement shall prevail.
1.2. These general terms and conditions take precedence over any (purchase) terms and conditions of the buyer, even if the Seller has not explicitly rejected the application of such purchase conditions.
1.3. If any provision (or part thereof) of these general terms and conditions is unenforceable or conflicts with a provision of mandatory law, this will not affect the validity and enforceability of the other provisions of these general terms and conditions, nor the validity and enforceability of that part of the relevant provision that is not unenforceable or conflicting with mandatory law. In such a case, the Parties will negotiate in good faith to replace the unenforceable or conflicting provision with an enforceable and legally valid provision that closely reflects the purpose and intent of the original provision.
1.4. If the Seller does not invoke a provision of these general terms and conditions, even though the conditions for doing so are met, this does not constitute a waiver of the rights the Seller may assert under this provision of the general terms and conditions against the buyer.
1.5. Unless explicitly agreed otherwise, written notices of any kind, including but not limited to orders and order confirmations, are deemed to be received as follows:
- By registered letter with acknowledgment of receipt: at the time of actual receipt;
- By registered letter: three calendar days after the postmark date;
- By email/regular letter/fax: at the time receipt thereof is confirmed;
- Electronically via the webshop: at the time receipt thereof is confirmed;
- By courier: at the time of actual receipt.
1.6. In these general terms and conditions, periods are calculated as follows:
- The period is calculated from midnight to midnight. It is counted from the day after the act or event causing it to commence and includes all days, including Saturdays, Sundays, and legal holidays;
- The expiration date is included in the period. However, if that day is a Saturday, Sunday, or legal holiday, the expiration date will be moved to the next business day;
- A period specified in months or years is calculated from the same numerical day to the day before the same numerical day.
1.7. Unless explicitly agreed otherwise, days are calendar days. Business days are all days of the week, except Saturdays, Sundays, and legal holidays.
1.8. A reference to an article or sub-article is a reference to an article or sub-article of these general terms and conditions.
Article 2 Acceptance of General Terms and Conditions
2.1. The buyer declares to have read and fully accepted these general terms and conditions prior to concluding the agreement. 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 Conclusion of Sales Agreement
3.1. The offers and all proposals prepared by the Seller are always non-binding and do not bind the Seller as such.
3.2. Orders from the buyer are not binding on the Seller. Orders only bind the Seller, and an agreement between the buyer and the Seller is only concluded when the Seller explicitly accepts the order. If an order request is submitted via the Seller’s webshop, the agreement will only be concluded once the Seller confirms and accepts this order request via email.
3.3. The Seller is entitled to reject orders without providing any reason. An order is deemed not to have been accepted if the Seller does not confirm the order to the buyer within eight (8) days of receipt by registered letter, fax, or email.
3.4. Any agreement is deemed to have been concluded, after acceptance, at the place of the Seller’s registered office.
3.5. If the buyer cancels their order after the Seller’s acceptance, the buyer is liable to the Seller for a compensation amounting to fifteen (15) percent of the purchase price, without prejudice to the Seller’s right to demand execution of the agreement and/or claim compensation for the actual damage incurred.
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 placing the order as a business. If the Seller at any time determines or has indications that the buyer qualifies as a consumer within the meaning of Article I.1, 2° of the Belgian Code of Economic Law (CEL), the Seller shall be entitled to consider the sales agreement dissolved without being liable for any (compensation) to the buyer. The buyer acknowledges and accepts that their status as a business within the meaning of Article I.1, 1° CEL 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 constitute an essential part of the agreement. In case of abnormal delivery delays, the buyer has the right to terminate the agreement by registered letter and without prior judicial intervention, provided that the Seller has still not delivered within one (1) month after being formally notified of default by the buyer via registered letter. The buyer explicitly waives any other possible remedies, particularly the granting of any form of compensation.
4.2. Unless explicitly agreed otherwise, delivery is carried out EX WORKS (ex-warehouse) from the warehouse where the goods were stored by the Seller for the buyer’s benefit (Incoterms® 2010). If the buyer explicitly requests a different delivery method, the transport is at the buyer’s expense, and the buyer also bears the risks of storage, loading, transport, and unloading. The buyer must ensure adequate insurance in such cases. If the Parties agree on an alternative delivery method, this arrangement applies solely to the individual agreement and not to subsequent agreements between the Parties.
4.3. The Seller will inform the buyer in writing when the goods are ready for collection. Unless explicitly agreed otherwise, the buyer must collect the goods within one (1) month after receiving this notification. After the expiry of this period, the Seller has the right, without prior formal notification, to:
- 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 fails to collect the goods within fourteen (14) days after receiving a registered formal notice from the Seller following the one (1) month collection period specified in Article 4.3, the Seller may terminate the agreement at the buyer’s expense without prior judicial intervention. In such cases, the buyer owes the Seller a compensation amounting to one-third of the purchase price, without prejudice to the Seller’s right to claim compensation for the actual damage incurred.
4.5. The goods are packaged in the usual manner and, where applicable, marked, unless explicitly agreed otherwise.
Article 5 Price and Payment
5.1. Unless explicitly agreed otherwise, invoices are payable in EURO within thirty (30) days from the invoice date.
In the event of non-payment on the due date, the buyer is automatically and without prior formal notice liable for default interest at a rate of twelve (12) percent per annum. Additionally, to cover collection costs, the buyer is also liable for a fixed compensation of ten (10) percent of the outstanding invoice amount, with a minimum of one hundred (100) euros.
5.2. All taxes, levies, and/or charges of any kind related to the delivered goods, including any new taxes, levies, and charges introduced after the agreement’s conclusion, are fully borne by the buyer.
Unless explicitly agreed otherwise, import duties in the strict sense are included in the price. All other costs, duties, taxes, and charges, including VAT, are not included in the purchase price. If applicable, these costs, duties, taxes, and charges will be charged to the buyer separately.
5.3. Invoices are payable in cash at the Seller’s registered office.
5.4. All costs associated with the collection of cheques, bills of exchange, etc., are borne by 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 of exchange on its due date results in the immediate and automatic enforceability of:
- All outstanding claims on the buyer; and
- The suspension of all pending deliveries to the buyer until all claims (including those not yet due) are settled; and
- The termination of any existing installment arrangements concerning previous invoices or bills of exchange.
For the purposes of this article, the term “buyer” also refers to any subsidiaries and associated companies of the buyer as defined in the Belgian Companies Code.
5.6. The buyer expressly waives the right to suspend payment of amounts owed under the agreement, in whole or in part, for any reason, including alleged non-conformity or hidden defects.
5.7. Unless explicitly agreed otherwise, offsetting by the buyer is excluded.
Article 6 Transfer of Ownership
6.1. Ownership of the sold goods will only transfer to the buyer upon full payment of all amounts owed to the Seller for the goods delivered or to be delivered, including the agreed price, costs, interest, and any damages.
6.2. Nevertheless, the risks of loss or damage to the sold goods shall be borne entirely by the buyer from the moment the goods are delivered, as outlined in Article 4.2.
6.3. Until ownership of the sold goods is effectively transferred to the buyer, the buyer is expressly prohibited from using the delivered goods as payment, pledging them, or encumbering them with any other security right.
6.4. The buyer undertakes to immediately notify the Seller by registered letter of any seizure of the sold goods by a third party.
6.5. The buyer has a duty of care regarding the goods subject to retention of title and must store them in perfect condition in an appropriate and clean location in accordance with the highest standards and safety requirements applicable in the sector. Furthermore, the buyer must insure these goods against all common risks in the sector (including but not limited to spoilage, damage, fire, water damage, and theft) and provide the Seller with a copy of the relevant insurance policy upon request.
6.6. The buyer undertakes to notify the Seller if the sold goods are stored in a property not owned by the buyer and, upon request, provide the identity of the owner.
Article 7 Warranty
7.1. The Seller provides no warranty, except those expressly provided by applicable mandatory legislation.
7.2. The buyer undertakes to immediately inspect the delivered goods upon receipt to verify whether their quality and/or quantity conform to the agreement. Any visible defects concerning the delivered goods, as well as all complaints regarding the conformity or packaging of the goods, must be reported to the Seller in writing no later than twenty-four (24) hours after delivery.
7.3. Complaints about visible defects are only valid and will only be investigated provided that the sold goods have not yet been used by the buyer. Such complaints do not suspend the buyer’s payment obligations.
7.4. The Seller’s liability for any hidden defects in the delivered goods is limited to defects that manifest within six (6) months after delivery. Any hidden defects must, under penalty of forfeiture, be reported to the Seller by the buyer immediately and no later than eight (8) days after discovering the defect, via registered letter. This notification must include a detailed description of the defect. Complaints about hidden defects do not suspend the buyer’s payment obligations.
7.5. If the goods delivered by the Seller are defective, the buyer may only claim repair or replacement of the delivered goods, without being entitled to any form of compensation.
7.6. Unless expressly agreed otherwise between the Parties, the Seller is not deemed to be aware of or to have considered the specific application that the buyer will make of the purchased goods, and the Seller cannot therefore be held liable for this. The buyer alone is responsible for the specific use they make of the purchased goods and/or the purposes for which they use these goods.
Article 8 Liability
8.1. The Seller is not liable to the buyer for gross or intentional errors made by its employees, agents, and/or representatives in the context of performing their professional activities.
8.2. The Seller is only liable in cases of fraud, deceit, or intentional error on its part.
8.3. To the extent that the Seller relies on the cooperation, services, and deliveries of third parties in performing its obligations, it cannot be held liable for any damage resulting from an error, including gross or intentional errors, of these third parties.
8.4. The Seller is not liable for or obligated to compensate for immaterial, indirect, or consequential damages, including (but not limited to) loss of profit, turnover, income, production limitations, administrative or personnel costs, increased general costs, loss of clientele, or claims by third parties.
8.5. The Seller’s liability is in all cases limited to the purchase price of the goods concerned.
Article 9 Broker
9.1. The broker acting in the sale between the Seller and the buyer is considered 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.
9.2. The Seller is only obligated to pay the brokerage fee at the time the purchase price is paid. If the purchase price is only partially paid, the brokerage fee is owed proportionally.
Article 10 Applicable Law & Competent Court
10.1. All agreements to which these general terms and conditions apply, as well as any other agreements arising therefrom, are exclusively governed by Belgian law. The application of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980, is expressly excluded.
10.2. All disputes between the Parties concerning agreements subject to these general terms and conditions are exclusively subject to the jurisdiction of the courts of the judicial district of Antwerp, division Antwerp (the location of the Seller’s registered office).