TERMS AND CONDITIONS

 

1. Unless otherwise agreed in writing, every offer and every (including future) agreement is governed by these terms and conditions, which form an integral part of it and which take precedence over the customer's purchase conditions. These customer purchase conditions are not deemed to have been accepted by us, unless we have expressly agreed otherwise in writing with the customer.
   Any deviation or change from these conditions can only be invoked against us if we have expressed our agreement to it in writing.
   These conditions also apply to purchase agreements (regardless of whether they concern custom work) and to agreements regarding repair or maintenance work, regardless of their nature.

2. Unless otherwise agreed in writing, prices, brochures, catalogs or proposals are not binding and can be changed or improved at any time. An agreement is only concluded after written order confirmation from us. If orders are executed without our prior written agreement regarding the price, the prices on the date of order apply.

3. Unless expressly stated otherwise, the delivery times stated in any written confirmation, agreement or other document are purely indicative and do not bind us. Any late delivery cannot therefore give rise to termination of the agreement. Our liability is in any case limited to direct and foreseeable damage with a maximum of 2.5% of the value of the agreement.
   Changes to the order automatically mean that the indicative delivery times may be extended. In the event of late payment of advances, delivery may be suspended and the indicative delivery times may be extended.

4. All goods and materials remain our property until full payment has been made. Until then and without our written permission, the customer is strictly prohibited from alienating or pledging the goods, using them as security or transferring them legally or physically in any other way.

5. All ordered goods and materials are delivered from the Wevelgem factory/warehouse. These goods and materials are accepted at the place of delivery. They are transported at the customer's risk, even if it has been agreed that we will provide, organize or be involved in the transport in any other way.
   The customer guarantees that all precautions have been taken and all conditions have been met to receive the goods at the time stated by us. Any damage caused because this is not the case will remain solely the responsibility of the customer.

6. If the customer refuses to accept the delivery, makes delivery impossible for us or significantly delays receipt, we have the right to terminate the agreement by written notice to the customer (without any judicial intervention or other formalities being required). and the agreement will be deemed to be terminated from the date of the aforementioned written notification due to breach of contract by the customer and damages will be due. Without prejudice to our right to prove greater damage, this compensation is fixed at a minimum of 25% - increased to 75% in the case of custom work - of the total purchase price excluding VAT. If partial delivery has already taken place at the time that the customer refuses to to accept further deliveries, makes further deliveries impossible or materially delays the receipt of further deliveries, we have the right to charge the customer for the part of the delivery that has already been carried out and to terminate the agreement with regard to the part that has not yet been carried out. of the delivery, subject to written notification to the customer (without any judicial intervention or other formalities being required). From the date of the aforementioned written notification, the relevant part of the agreement is deemed to be terminated due to breach of contract by the customer and we are entitled to compensation. Without prejudice to our right to prove greater damage and claim compensation accordingly, this compensation is fixed at a minimum of 25% - increased to 75% in the case of custom work - of the total purchase price excluding VAT.

7. Unless expressly stated otherwise, the prices communicated to the customer are exclusive of all taxes, levies or other charges levied by any government that may be due due to the sale or purchase of the goods and materials. The customer alone is liable for the payment of these taxes, duties or charges and if they are charged to us or legally required to be paid by us, the customer undertakes to reimburse them to us without delay.

8. All invoices are payable to the bank account number stated on our invoices or to any other bank account number that we communicate in writing at the appropriate time. All invoices must be paid in full without any discount or deduction for bank charges. The amount concerned must be available in our bank account on the due date stated on the invoice. In the event of overdue payment, a statutory and conventional interest of 1% per month or part of a month will be charged automatically and without notice of default from the due date. The interest owed by the customer is capitalized annually, provided we send him a registered notice of default. If we allow payment in installments and one of the installments is not paid or is paid late, the outstanding balance becomes due and payable by operation of law, plus interest and a conventional compensation clause, in accordance with points 9, 11 and/or 12 below and any similar conventional damages clause.

9. In the event of non-payment on the due date and after registered notice of default, any amount due from the date of the aforementioned registered letter will be increased by operation of law by 12%, with a minimum of € 125 by way of conventional damages clause as a lump sum compensation for extrajudicial costs. This compensation will yield the same statutory and conventional interest of 1% per month or part of a month from the registered notice of default.

10. Unconditional payment of the full invoice amount or part thereof constitutes acceptance of our invoice.
    Partial payments are always accepted under all reservations and without adverse recognition, and are first allocated to any legal costs incurred, then to the accrued interest, then to any fixed compensation clause (as set out in point 9 of these conditions or in accordance with expressly stated otherwise). agreement) and finally on the principal amount.
    In the event of a dispute about part of the invoice, the customer is not entitled to refuse payment for the goods and materials received.

11. In the event of non-payment on the due date and after an unresolved registered notice of default, the customer is deemed to have committed a serious breach of contract and we can at any time opt to terminate the agreement due to the aforementioned breach of contract. The customer must be notified of this termination by registered letter.
    In that case, the customer allows us to retrieve the goods and materials from where they are, and the customer is obliged to pay compensation, the minimum of which is fixed at 25% - increased to 75% in the case of custom work - of the total purchase price excluding VAT, without prejudice to our right to prove greater damage and claim compensation accordingly.

12. In the event of non-payment by the due date, we are entitled to cancel all orders not yet delivered or to suspend their execution, which will be communicated to the customer by registered mail. In the event of cancellation, the customer is liable for damages, the minimum of which is fixed at 25% - increased to 75% in the case of customization - of the total purchase price excluding VAT, without prejudice to our right to prove greater damage and claim compensation accordingly.

13. In the event of non-payment on the due date, all amounts owed by the customer (regardless of whether they are payable at that time) become due and payable by operation of law and without notice of default. In addition, we reserve the right to retain any customer goods still in our possession until full payment has been received.

14. If objective elements (including, but not limited to, protested bills of exchange, termination of credit, conservatory or executory attachment or debts) indicate liquidity problems for the customer, we are entitled to make the execution of our obligations dependent on obtaining adequate guarantees. .

15. We undertake to supply goods and materials that are in accordance with the purchase agreement. However, the images used in the offer serve as an illustrative indication of the main characteristics of the product in question. Deviations of the product compared to the images (e.g. color) are not sufficient to claim nullity or termination of the agreement.
    There is no lack of conformity unless the qualities and characteristics concerned have been expressly and specifically guaranteed by us on paper at the time of concluding the agreement with the customer.

16. The customer undertakes to subject the goods, materials and packaging supplied by us to a visual inspection at the time of delivery. All shortages and visible damage must be stated on the bill of lading.
    In addition, the customer must provide Boplan with a copy of the aforementioned bill of lading without delay and at the latest within three (3) days after delivery, together with detailed information in written form about the shortages and/or visible damage, including evidence of these shortcomings.
    The customer must make all defective products (and their original packaging with label) or defective packaging available for inspection at Boplan's first request. At the request of Boplan, the customer must also return all these products (and their original packaging with label) or defective packaging to Boplan or to the service partner appointed by Boplan.
    We are not liable for any visible lack of conformity if the customer has in any way failed to comply with this article or with Boplan's return procedure and/or with guidelines of which the customer was aware.

17. The burden of proof regarding hidden defects rests with the customer. If the goods and materials supplied by us show hidden defects, the customer must notify us in writing (by registered mail) within 1 month after the customer has discovered this defect. This written notice must contain a reasonably detailed description of the nature of the hidden defect as well as evidence of this defect.
    The customer must make all defective products with their original labels available for inspection upon Boplan's first request. At the request of Boplan, the customer must also return all these products to Boplan or to the service partner appointed by Boplan.
    We are not liable for any hidden defect if the customer has in any way failed to comply with this article or with Boplan's return procedure and/or with guidelines of which the customer was aware.

18. We are only liable if the hidden defect manifests itself within a period of two years from the date of delivery of the goods.
    Any claim by the customer expires six months after notification of the hidden defect in accordance with Article 17.1.
    Any warranty claim based on a lack of conformity lapses in the event of damage during processing, assembly or maintenance, in the event of modification and/or repair by the customer or by third parties. A warranty claim also lapses if the delivered goods have not been assembled or processed, used or installed in accordance with our instructions and/or the manufacturer's instructions that accompanied the delivery and of which the customer declares to have received a copy. The same applies if the goods have not been subjected to an annual inspection or have not been maintained in accordance with our maintenance instructions and/or the manufacturer's instructions that accompanied the delivery and of which the customer declares to have received a copy.
    Within the meaning of this article, there can be no hidden defect if the defect was known to the customer at the time of concluding the agreement or could not reasonably have been unknown.

19. In the event of a visible lack of conformity or a hidden defect of which we have been notified in accordance with Articles 16 and 17 above, the customer is only entitled to request from us the free repair or replacement of the goods. We decide entirely at our own discretion whether to choose between repair and replacement.
    In addition to the costs strictly associated with the repair or replacement, we accept no liability for any other costs, transport costs, installation costs, expenses, damages or any other financial obligations which are in any way connected with the lack of conformity of the goods or materials or all possible consequences. Any other liability imposed by mandatory law is, to the extent permitted by this mandatory law, limited to the amount covered by our insurance.
    Only if we have not taken action within a reasonable period, the customer can propose an appropriate price reduction. The customer can never demand the termination of the agreement.
    The customer indemnifies us against all claims from third parties with regard to the delivered goods, as a result of which our maximum obligations would be exceeded.
    The customer undertakes to inform Boplan of all complaints he receives regarding the products. If Boplan so requests, the customer undertakes to follow up all complaints closely to prevent the goodwill towards Boplan and the products from being damaged and questioned.

20. Without our written and specific permission, the amounts owed by the customer to us cannot in any way be offset against any amounts to which the customer believes he is entitled to against us. Nor can the customer invoke such claims to postpone or suspend his payment obligations to us.

21. In the event of "foreign cause" (Article 1147 of the Civil Code), even if it does not lead to permanent and/or absolute impossibility of execution, we are legally authorized to suspend or unilaterally cancel our obligations, after informing the customer thereof. have notified. This suspension or cancellation does not lead to any right to compensation for the customer.
    Are, among other things, but not exclusively conventionally regarded as "foreign causes": war, strike or lockout, exceptional scarcity of raw materials or merchandise, weather conditions, fire, natural and/or other disasters, government decisions that influence the implementation of the obligations, both when this “foreign cause” occurs with us and with our suppliers.

22. By placing an order with us, the customer irrevocably accepts with regard to that order and the agreement arising from it, that he is bound by the general terms and conditions available on our website on the date of order.
    If it turns out that an article of these conditions is invalid for any reason, the other articles of these conditions will remain in full force.

23. Unless we choose to bring a claim against the customer before the courts of the judicial district in which the customer's registered office is located, the courts of the judicial district of West Flanders have exclusive jurisdiction to rule on any dispute between us and the customer. This jurisdiction clause applies to all types of proceedings, including summary proceedings or proceedings to obtain interim or conservatory measures.
    Belgian law applies to these conditions. The applicability of the Vienna Sales Convention is hereby expressly excluded, as is the application of art. 1641 to 1649 B.W. For everything not expressly regulated herein, Belgian common law applies.