General

By agreement, the SELLER is the company issuing the invoice or contract; the BUYER is the company or person acquiring the goods or services. Any order accepted by the SELLER shall be subject to the terms and conditions of sale described below insofar as they do not conflict with the stipulations contained in a written contract between the buyer and the seller. Any condition to the contrary imposed by the buyer shall therefore, in the absence of express acceptance, be unenforceable against the seller, regardless of when it may have been brought to the seller’s attention. The fact that the seller does not avail itself at a given moment of one of these general terms and conditions of sale cannot be interpreted as a waiver of the right to avail itself of one of the said conditions at a later date.

1. ORDERS

The representatives do not have the power to bind the SELLER, the acceptance of orders results from their preparation by the SELLER. If the BUYER unilaterally terminates or cancels an order, the SELLER reserves the right either to execute the contract or to apply a penalty equal to 30% of the order.

2. DELIVERIES

Each delivery shall be considered a separate contract between the seller and the buyer. Deliveries are only made according to availability in the order in which orders are received. The seller is entitled to make full or partial deliveries. Partial deliveries must be accepted by the buyer and are in no way a reason to cancel the order. In any case, the delivery can only take place if the buyer is fully compliant with its obligations towards the seller, whatever the cause. The seller is not obliged to make deliveries if it has serious reasons to believe that the buyer will not fulfil its obligations. The seller cannot be held responsible for a delay in the announced delivery time, nor can it give rise to damages or withholding or cancellation of orders in progress. The seller cannot be held responsible for any unforeseen delay. If no indication is given at the time of ordering, the goods are deemed to be sold ex works/ex warehouse. In the case of delivery paid sales, the buyer shall provide the seller with a suitable and adequately equipped vehicle for the reception of the goods to be loaded. If the goods are sold on the basis of paid delivery, the buyer will have a maximum of 2 hours to unload the vehicle at the seller’s expense. The buyer shall compensate the seller for any delay in unloading.

3. RETURNS

Any return of goods shall be subject to a formal agreement between the seller and the buyer. Any product returned without this agreement will be held at the disposal of the buyer and will not result in a credit note being issued. The costs and risks of return are always at the buyer’s expense.

4. COMPLAINTS

Receipt by the buyer of any packaged goods shall constitute acceptance without reservation and a waiver by the buyer of any further claim unless the buyer has notified its complaint with a copy of the delivery note by registered letter to the seller within 8 calendar days. The seller’s speculations and methods of analysis shall prevail until proven otherwise. No complaint of any kind whatsoever may exceed the amount invoiced to the buyer for the goods in question. The seller reserves the right to replace any defective goods.

5. WARRANTY AND CONFORMITY

The liability for hidden defects of goods sold by the seller is limited to three months and to the replacement of the returned goods without any compensation for possible direct or indirect damage. All products delivered by the seller comply with the legislation in force at the time of delivery. The seller shall not be liable in any way for products remaining in stock at the buyer’s premises which no longer meet the legal requirements.

6. PRIVATE LABELS

When a product that is part of the buyer’s private range is discontinued by the buyer, the balance of the stock (finished products, bottles, labels, cartons, etc.) in the seller’s possession will be invoiced in full and sold to the buyer.

7. DATA PROTECTION

Chembo Bevil SA collects, processes and uses personal data (e.g. name, e-mail address, contract dates) provided by the end customer within the framework of the Chembo Bevil SA contract, in order to fulfil its respective performance obligations and to compile statistics. Data will only be passed on to third parties (e.g. technical service providers) if this is necessary for the fulfilment of contractual obligations or otherwise permitted or required by law, or if the customer has agreed to this. The collection or use of personal data for advertising purposes only takes place if this is permitted by law or if the end customer has given their consent to this. In this regard, the client states: Yes, I would like to receive regular offers and news about Chembo Bevil SA products and services by any means of communication (e.g. telephone, email and fax). The end customer hereby agrees to the collection, processing, use and, in particular, the permanent storage of their personal data (e.g. name, e-mail address) by Chembo Bevil SA and by third parties commissioned by Chembo Bevil SA for this purpose (e.g. technical service providers, retailers, agencies) for the purpose of being informed about current offers and news relating to Chembo Bevil SA’s products and services by any means of communication (e.g. by telephone, e-mail or fax). The customer’s attention is drawn to the fact that they can revoke their consent to Chembo Bevil SA at any time by e-mail or e-mail to Bevil@bechems.eu.

8. TAXES AND DUTIES

Any duties, taxes or levies whatsoever established or to be established by the Belgian authorities, those of an importing country or a country of transit, or by any other authority, shall be borne by the buyer insofar as they apply to the sale.

9. PAYMENT

The amount of our invoices is always – unless otherwise stipulated on the front – payable upon receipt to the seller’s registered office. Failure to pay an invoice on the due date shall result in the forfeiture of the term granted for all deliveries already made and shall render all invoices immediately payable. In addition, it gives the seller the right to suspend or terminate current contracts for outstanding supplies without any formality. If payment has not been made on the agreed date, the buyer shall owe the seller default interest at a rate of 14% per annum. This interest shall run from the due date until the date of payment in full of the amounts due. In addition, to compensate for the additional damage, administrative costs and other expenses resulting from non-payment on the due date, a fixed compensation equal to 10% of the amount of the unpaid invoices with a minimum of 125 euros will be due in the event that the buyer remains in default of payment 20 working days after the request for payment by standard letter.

10. RESOLUTORY CLAUSE

The seller is entitled to terminate the order or contract at any time, automatically and without notice, in the following cases:
– gross negligence on the part of the buyer
– Bankruptcy, composition, seizure, judicial settlement or any other event of a similar or related nature. If during the term of the contract the buyer’s situation should deteriorate, the seller may request the buyer to pay immediately or to give the seller a satisfactory guarantee. After this request, the seller may stop deliveries until payment is made or the guarantee provided.

11. TRADEMARKS AND PATENTS

 11.1 Nothing in these General Terms and Conditions of Sale shall imply that the buyer is granted the right to use the trademarks of the seller or the seller’s group companies on the goods supplied.
11.2 Where the goods have been manufactured by the seller on the basis of specifications provided by the buyer, the buyer shall immediately indemnify the seller against any costs or expenses incurred by the seller as a result of any infringement or suspected infringement due to the existence of patents, designs and trademarks or other rights belonging to third parties in respect of the manufactured goods.
11.3 Where goods have been manufactured by the seller on the basis of technical specifications provided by the buyer, the buyer shall also be responsible for compliance with legal labelling requirements.

12. RESERVATION OF OWNERSHIP

 12.1 The goods, subject of this contract, are sold with a clause expressly subordinating the transfer of their ownership to the full payment of the price in principal and accessories.
12.2 The above provisions do not preclude the transfer to the buyer of the risk of loss or deterioration of all the objects subject to the sale, as well as the damage that they may cause directly or indirectly, as soon as the goods are delivered.
12.3 Until the price has been paid in full, the buyer shall separate the goods delivered under this contract and not mix them with other goods of the same nature from other suppliers.
12.4 The buyer is entitled to resell the contractual goods in the normal course of business. However, in the event of resale, it is obliged to inform the sub-purchasers that the said goods are subject to a retention of title.
12.5 Any dispute arising from the provisions concerning the retention of title shall be judged by the competent courts of the country to which the goods have been delivered and in that case the law of that country shall apply.

13. FORCE MAJEURE

The seller shall not be liable for any failure or delay in the performance of its obligations referred to above if caused by strike, fire, explosion, riot, war, invasion, breakdown of machinery or equipment, inability to obtain materials or power, failure of a supplier or subcontractor, and by any other similar cause beyond the seller’s control for the duration of the force majeure.

14. JURISDICTION

Any dispute between the parties shall be submitted to the Brussels courts, depending on the value of the dispute, the Justice of the Peace in Brussels or the Court of First Instance in Brussels. The dispute will be arbitrated by the Business Court in Brussels, insofar as the dispute concerns two retailers and the value makes this court competent.