By convention, the SELLER is the company issuing the invoice or contract; the BUYER is the company or person purchasing 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 contrary condition set by the buyer will be, in the absence of express acceptance, unenforceable against the seller, regardless of when it may have been brought to his attention. The fact that the seller does not avail himself at a given moment of one of the present general conditions of sale, cannot be interpreted as a renunciation to avail himself later of one of the said conditions.
The representatives do not have the authority to bind the SELLER, the acceptance of orders results from their preparation by the SELLER. When the BUYER unilaterally cancels or terminates an order, the SELLER reserves the right to either execute the contract or to apply a penalty equal to 30% of the order.
Each delivery shall be considered a separate contract between Seller and Buyer. Deliveries are made only according to availability in the order of arrival of orders. The seller is entitled to make deliveries in whole or in part. Partial delivery must be accepted by the buyer and is in no way a reason to cancel the order. In any case, the delivery can intervene only if the buyer is up to date with his obligations towards the seller whatever the cause. The seller shall not be obliged to make deliveries if he has good reason to believe that the buyer will not fulfil his obligations. A delay in relation to the announced delivery time cannot engage the responsibility of the salesman, nor give place to damages or withholding or cancellation of the orders in progress. Seller assumes no responsibility for unforeseen delays. If no indication is given at the time of order, the goods are deemed to be sold ex works/ex warehouse. For sales FRANCO Carrier, the buyer will provide the seller with a suitable vehicle adequately equipped for the reception of the goods to be loaded. If the goods are sold on the basis of free delivery, the buyer will have a maximum of 2 hours to unload the vehicle at the seller’s expense. Buyer shall indemnify Seller for any delay in unloading.
Any return of goods must be formally agreed between the seller and the buyer. Any product returned without this agreement would be held for the buyer and would not result in a credit note being issued. The costs and risks of return are always at the buyer’s expense.
Buyer’s receipt of any packaged goods shall constitute Buyer’s unqualified acceptance and waiver of any further claims unless Buyer has notified Seller of its claim with a copy of the delivery note by registered mail within 8 calendar days. Seller’s speculations and methods of analysis shall be binding until proven otherwise. No claim 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 COMPLIANCE
The liability for hidden defects of goods sold by the seller is limited to three months and to the replacement of 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 their delivery. The seller shall not be liable for any products remaining in stock at the buyer’s premises which no longer meet the legal requirements.
6. PRIVATE BRANDS
When a reference belonging to the private range of the buyer is abandoned by the latter, the balance of the stock (finished products, bottles, labels, cartons, …) in possession of the seller will be fully invoiced and sold to the buyer.
7. DATA PROTECTION
Chembo Bevil NV collects, processes and uses personal data (e.g. name, e-mail address, contract dates) provided by the end user within the framework of the Chembo Bevil NV Agreement, to fulfil its respective service obligations and for statistical purposes. Data will only be passed on to third parties (e.g. technical service providers) if this is necessary for the fulfilment of the contractual obligations or otherwise permitted or required by law, or if the customer has given his or her consent 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 his or her consent to this. In this regard, the customer declares: Yes, I would like to receive current offers and information on new products from Chembo Bevil SA on a regular basis by any means of communication (e.g. by telephone, email and fax). The end customer hereby agrees to the collection, processing, use and in particular the permanent storage of his/her personal data (e.g. name, e-mail address) by Chembo Bevil NV and by third parties commissioned by Chembo Bevil NV for this purpose (e.g. technical service providers, traders, agencies) in order to be informed about current offers and news relating to Chembo Bevil NV’s dispensers and consumables by any means of communication (e.g. by telephone, e-mail or fax) We would like to point out to the Customer that he/she may revoke his/her consent to Chembo Bevil NV at any time by sending a letter or e-mail to Bevil@bechems.eu.
8. TAXES AND DUTIES
All rights, taxes or duties whatsoever established or to be established by the Belgian authorities, those of an importing country or a country of transit, by any authority will be charged to the buyer insofar as they apply to the sale.
The amount of our invoices is always – except for special clauses stipulated on the front – payable in cash at 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 due and payable. In addition, it gives the seller the right to suspend or terminate current contracts for supplies still to be executed without any formality. If the payment has not been made on the agreed date, the buyer shall owe the seller default interest at a rate of 14% per annum. Such interest shall accrue from the date of maturity until the date of payment in full of the amounts due. In addition, in order 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 case where the buyer remains in default of payment 20 working days after the request for payment by simple letter.
10. RESOLUTORY CLAUSE
The seller is entitled to terminate the order or contract at any time, by operation of law and without notice, in the following cases
– serious fault 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 situation of the buyer should change, the seller may request the buyer to pay immediately or to give the seller a satisfactory guarantee. After this request, the seller may interrupt the deliveries until the payment is or the guarantee is given.
11. TRADEMARKS AND PATENTS
11.1 Nothing in these terms and conditions shall be construed as granting Buyer the right to use the Seller’s or the Seller’s group companies’ trademarks 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 alleged 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 the legal labelling requirements.
12. RESERVATION OF OWNERSHIP
12.1 The goods, subject of the present contract, are sold with a clause expressly subordinating the transfer of their property to the complete payment of the price in principal and in accessories.
12.2 The above provisions do not prevent the transfer to the buyer of the risk of loss or deterioration of all the objects subject to the sale, as well as of the damage that it could cause directly or indirectly, as soon as the goods are delivered.
12.3 As long as the price has not been paid in full, the Buyer shall separate the goods delivered under this contract and not mix them with other goods of the same kind from other suppliers.
12.4 The Buyer shall be entitled to resell the contractual goods in the normal course of business. However, in case of resale, he is obliged to inform the sub-purchasers that the said goods are subject to a reservation 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 in which the goods were delivered and in this case the law of that country shall apply.
13. FORCE MAJEURE
Seller shall not be liable for any failure or delay in the performance of its obligations as aforesaid 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 control of Seller for the duration of the force majeure.
Each dispute between parties will be submitted to the courts of Brussels, 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 Company Court in Brussels, provided that the dispute concerns two traders and the value makes this court competent.