General

By convention, the following are named SELLER: the company issuing the invoice or the contract; is called BUYER: the company or the person acquiring the goods or services. Any order accepted by the SELLER will be subject to the conditions of sale described below insofar as they are not in contradiction with the stipulations contained in a written contract between the buyer and the seller. Any contrary condition set by the buyer will therefore, in the absence of express acceptance, be 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 time of one of these general conditions of sale, cannot be interpreted as a waiver to avail himself later of one of the said conditions.

1. ORDERS

Representatives do not have the power to bind the SELLER, the acceptance of orders results from their preparations by the SELLER. When 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 will be considered a separate contract between the seller and the buyer. Deliveries are only made according to availability in the order of arrival of orders. The seller is authorized to make deliveries in whole or in part. Partial delivery must be accepted by the buyer and is in no way a reason for order termination. In any case, delivery can only take place if the buyer is up to date with his obligations to the seller, whatever the cause. The seller is not obliged to make deliveries if he has serious grounds for believing that the buyer will not carry out the performance of his obligations. A delay in relation to the announced delivery time can not engage the responsibility of the seller, nor give rise to damages or withholding or cancellation of orders in progress. Seller assumes no responsibility for unforeseen delay. When no indication is stipulated when ordering, the goods are deemed to be sold ex factory/ex depot. For FRANCO Transporter sales, the buyer will make available to the seller an appropriate and adequately equipped vehicle 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 and this at the seller’s expense. The buyer will compensate the seller for any delay in unloading.

3. RETURNS

Any return of goods must be the subject of a formal agreement between the seller and the buyer. Any product returned without this agreement would be held at the disposal of the buyer and would not give rise to the establishment of a credit note. The costs and risks of return are always borne by the buyer.

4. COMPLAINTS

Buyer’s receipt of any packaged goods constitutes unqualified acceptance and Buyer’s waiver of any further claim unless Buyer has given notice of claim with a copy of the delivery note in registered writing to Seller. within 8 calendar days. Seller’s specs and methods of analysis will prevail until proven otherwise. No claim of any nature 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

Liability for latent defects in goods sold by the seller is limited to three months and to the replacement of returned goods without any compensation for any direct or indirect damage. All the products delivered by the seller comply with the legislation in force at the time of their delivery. The seller can in no way be held responsible for products remaining in stock at the buyer’s which no longer meet legal standards.

6. PRIVATE TRADEMARKS

When a reference that is part of the buyer’s private range is abandoned by the latter, the balance of the stock (finished products, label bottles, boxes, etc.) in the seller’s possession will be fully invoiced and sold to the buyer.

7. DATA PROTECTION

Chembo Bevil SA collects, processes and uses personal data (e.g. name, email address, contract dates) that the end customer communicates within the framework of the Chembo Bevil SA Contract, to fulfill its respective performance obligations and to compile statistics. Passing on to third parties (e.g. technical service providers) takes place only if this is necessary for the fulfillment of contractual obligations or otherwise if permitted or required by law, or insofar as the customer has agreed to this point. The collection or use of personal data for advertising purposes only takes place if permitted by law or if the end customer has given his consent to this. In this regard, the customer declares: Yes, I would like to regularly receive current offers and information on news relating to Chembo Bevil SA dispensers and consumables by any means of communication (for example, by telephone, email and fax). The end customer hereby agrees to the collection, processing, use and in particular the permanent storage of his personal data (for example, his name, his email address) by Chembo Bevil SA and by third parties mandated by Chembo Bevil SA for this purpose (for example, by technical service providers, traders, agencies) to be informed about current offers and news relating to Chembo Bevil SA dispensers and consumables by any means of communication (for example, by telephone, email or fax). We draw the customer’s attention to the fact that he can revoke his consent to Chembo Bevil SA at any time by post or by en1ail to the address Bevil@bechems.eu.

8. TAXES AND TAXES

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

9. PAYMENT

The amount of our invoices is always – except for special clauses stipulated on the front – payable in cash at the seller’s head office. Failure to pay an invoice on its due date results in the forfeiture of the term granted for all deliveries already made and makes all invoices immediately payable. In addition, it gives the seller the right to suspend or terminate the contracts in progress for the supplies remaining to be performed without any formality. If payment has not been made on the agreed date, the buyer will automatically owe the seller default interest at a rate of 14% per annum. This interest will run from the day of the due date until the day of payment of all the sums due. In addition, in order to compensate for the additional damage, administrative costs and other costs resulting from non-payment on the due date, a lump sum indemnity 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 simple letter.

10. CANCELLATION CLAUSE

The seller is entitled to terminate the order or the contract at any time, ipso jure 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 deteriorates, the seller may demand payment from the buyer immediately or give the seller a satisfactory guarantee. After this request, the seller may interrupt deliveries until payment is made or the guarantee given.

11. TRADEMARKS AND PATENTS

11.1 All the provisions of these general conditions of sale do not in any way imply the concession to the buyer of the right to use on the goods supplied the brands belonging to the seller or to the companies of the seller’s group.
11.2 Where the Goods have been manufactured by the Seller on the basis of the specifications supplied 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 arising from the existence of patents, designs and trademarks or other rights belonging to third parties relating to the products manufactured.
11.3 When goods have been manufactured by the seller on the basis of the technical specifications provided by the buyer, the latter will also be responsible for compliance with the legal standards in terms of labelling.

12. RETENTION OF OWNERSHIP

12.1 The goods, subject of this contract, are sold with a clause expressly subordinating the transfer of their ownership to full payment of the price in principal and accessories.
12.2 The above provisions do not preclude, upon delivery of the goods, the transfer to the buyer of the risk of loss or deterioration of all the objects subject to sale, as well as the damage that they could cause directly or indirectly.
12.3 As long as the price has not been paid in full, the buyer must 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 authorized, within the framework of the normal operation of his establishment, to resell the goods covered by the contract. However, he undertakes in the event of resale, 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 will be judged by the competent courts of the country in which the goods were delivered and in this case the law of this country will be applicable.

13. FORCE MAJEURE

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

14. JURISDICTION

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.