The clauses cited below determine, with the force of law, all current and future relations between the recipient, referred to hereafter as the buyer, and the BVBA FDS Promotions, referred to hereafter as the seller. The possible invalidity of one of these provisions does not influence the other provisions, which remain fully applicable. Moreover, every signer of an order form, pick up receipt or placement receipt, who signs for someone else, jointly and indivisibly undertakes to be a guarantor for the person in whose name he/she acts or apparently acts for all obligations that result from the item that he/she signed.
1. The offer, order form or agreement on the front only commits the seller to the explicitly mentioned goods.
2. Every offer from the seller is valid for maximum 30 days. If the offer is not accepted within this period, then it expires automatically.
3. Unless agreed otherwise, the buyer will collect the goods at the seller's warehouses. Delivery dates are only indicative for the seller, and only signify a commitment in terms of effort. A late delivery only gives the buyer the right to annul the agreement if the buyer can show that the delay is due to an error by the seller; the mere fact that the delivery was delayed is not proof of an error.
The seller is not required to deliver if the buyer still has not paid a previous delivery in full or if a requested guarantee has not been provided. If the buyer neglects to pick up the goods on time – or in the case of delivery fails to take delivery of the goods - then the seller can annul the agreement without judicial intervention, without any notice and without prejudice to his right to compensation. The costs and the risk of the potential storage of goods and their transportation to the warehouse are the buyer's full responsibility in the event that the goods are not picked up on time. If the buyer still wants to pick up the goods, the seller will have the right to refuse the hand-over so long as the buyer has not paid the storage and transportation costs. Barring annulment of the agreement, the seller has the right to invoice the goods if the goods are not picked up on time or the buyer refuses to take delivery of the goods. These invoices are payable immediately in cash.
Unless otherwise explicitly provided for, the buyer is responsible for loading and unloading the goods. The buyer is also responsible for transportation, both the costs and the risks. In any case, transportation costs and transportation insurance are never included in the specified prices.
4. When placing an order, the buyer will pay an advance of the total price or a percentage of the total price (excl. VAT) as mentioned on the front. In the event of non-payment, all the seller's obligations are suspended.
4.1. If the cost price of the goods to be delivered increases between the moment the order was placed and delivery, due to circumstances beyond seller's control then the seller has the right to adjust the quoted prices, including those prices mentioned on the order confirmation.
4.2. The quoted prices only relate to the performances and deliveries explicitly mentioned in the offer; any additional, substitute performances and deliveries are charged to the client. VAT, sales tax and other taxes are never included in the quoted prices unless this is explicitly mentioned.
5. Invoices are payable in cash upon delivery. If the payment, with permission of the buyer, takes place with a bill of exchange, this shall not affect the seller's rights, which stem from the original agreement, all banking and discount costs are the buyer's responsibility, and acceptance of the bill of exchange occurs under strict conditionality of its discounting.
5.1. In the event of late payment of the price or part of the price, the buyer immediately, automatically and without notice owes 1% interest per month, and compensation for loss due to late payment that is fixed at 10% of the arrears, with an absolute minimum of €85.
5.2. The buyer is presumed to have received the invoice upon delivery, or upon refusal to pick up or take delivery the goods, on the delivery date specified in the order form. If the buyer did not receive an invoice by those times, then he must immediately notify the seller in writing via registered mail. If he fails to do this, then recording the invoice in the seller's “Outgoing invoices” book counts as irrefutable evidence of the client's receipt of the invoice.
6. Every protest of an invoice must be in writing and must be communicated to the seller within eight days of the invoice date via registered mail. Under penalty of nullity, every protest must be specified in detail and motivated. The absence of a valid and timely objection counts as acceptance of the invoice. Despite any protest, the buyer is always obliged to pay the invoiced amount.
7. In the event of bankruptcy, debt settlement, liquidation, seizure of the buyer's goods, protest of the buyer's bills of exchange or other facts that indicate financial difficulties on the buyer's part, all outstanding sums are immediately and automatically claimable. The same is true for sums that the buyer will owe as a result of previously placed orders unless the seller chooses to annul the agreement.
8. The seller is entitled at all times to demand that the buyer provide a bank guarantee or a comparable assurance.
9. Claims due to non-conform deliveries must be communicated to the seller, under penalty of the loss of all right to compensation, explicitly, in writing and with a detailed explanation of the reasons upon delivery. Such non–conformity can only cover the non-conformity between the delivered goods and the goods as described in the seller's written order confirmation – or, if this is lacking, in the seller's order form. Moreover, the buyer waives the right to invoke non–conformity if the delivered goods are comparable to the ordered good with regard to quality and appearance. If a dispute arises about the conformity of the delivery, the seller has the right, within a period of two months, to deliver the ordered goods or, if necessary, other goods in accordance with the buyer's choice without the buyer demanding compensation due to delays.
10. The seller cannot be held liable for defects that are visible upon delivery for the most meticulous professional and experienced person. The buyer undertakes to subject the goods to close examination upon delivery and, with this in mind, to open all the packages. The seller cannot be held liable for hidden defects unless the buyer can prove wilful negligence or serious error on the seller's part. If the seller has surety–agreements with suppliers, then the seller will grant that surety to the buyer, unless these suppliers have excluded such an act, without being required to be liable on behalf of the suppliers. The buyer undertakes to communicate to the seller in writing with registered mail every defect for which the seller may be liable, and this no later than eight days after the delivery. Any other notification will irrevocably lead to the dissolution of all the buyer's rights. Without prejudice to the other stipulations in this agreement, the seller cannot be liable for goods that were already treated, designed, used or altered in some way or another.
11. The goods remain the seller's property until the delivered goods are paid in full; the right of ownership of the seller extends to all new goods that originate because the delivered goods were processed by or on behalf of the buyer. The full risk of the goods is transferred to the buyer as soon as the agreement is concluded.
12. Without prejudice to the seller's right to demand compensation for losses suffered, the seller has the right at all times to annul the agreement without judicial intervention, immediately, fully or partially, and without notice via a simple notification in the event of a) ‘force majeure’ or accident, as described in article 12 of this agreement; b) depletion of stocks or the inability to deliver as a result of circumstances that cannot exclusively be attributed to the seller; c) the buyer's refusal to fulfil the obligations that stem from this agreement; d) bankruptcy, debt settlement, liquidation, seizure of the buyer's goods, protest of the buyer's bills of exchange or other facts that indicate the possibility of solvency or liquidity problems on the buyer's part; e) if the buyer does not provide the requested assurances.
13. Printed or personalised products cannot be returned.
14. Unprinted or non-personalised products can be returned within 14 days of receipt if: Written agreement (via letter or e-mail) The products are in the original packaging. The products are in the original condition.
15. The return costs must be paid by the client and not by FDS Promotions.
16. In the event of default on the buyer's part, the seller has the right either to demand compliance of the buyer's obligations or to annul the agreement at the expense of the buyer, whereby the buyer owes compensation that is fixed at 40% of the total price.
17. In case of disputes, the courts in Hasselt shall have sole jurisdiction.