General terms and conditions K. Beerschot V.A.
1) Application area: All commercial transactions between private limited liability company "K. Beerschot V.A.", having its registered office at 2020 Antwerpen, Atletenstraat 80, Belgium, and listed in the Antwerpen's Trade Register under VAT number BE 0698.992.391 (hereinafter: "Beerschot") and the customer, as closed via the website http://shop.beerschot.be (hereinafter: "website") and/or closed at Beerschot's registered office, are subject to present general terms and conditions. Beerschot is a wholesale business specialized in fan merchandising products (hereinafter referred to as "products") which are being sold to both consumers and professional customers via its website on the one hand and via its registered office on the other hand.
By placing an order/purchase the customer declares to have taken notice of and to have accepted Beerschot's terms and conditions. Given terms and conditions shall take precedence over any terms and conditions of the customer, even in case of the latter considering itself as the only actor.
Given terms and conditions do not affect the customer's legal rights in accordance with the Belgian law regarding consumer protection.
The nullity of one or more provisions of these general conditions shall have no effect on the validity, scope or binding character of the remaining provisions. In case of nullity of one of the provisions, Beerschot and the customer will negotiate, to any extent possible and in accordance with their loyalty and conviction, in order to replace the nullified provision by an equivalent provision which meets the scope of given terms and conditions.
The fact that Beerschot ignores to demand the strict application of one of given terms and conditions cannot be considered as a tacit renunciation of the rights allocated to Beerschot by virtue of given terms and conditions and does not prevent Beerschot of demanding the strict application of said provisions later on.
Beerschot reserves the right to update or amend these terms and conditions at any given time. It is therefore the customer's responsibility to check the terms and conditions regularly for any changes.
2) Offer: Catalogues, newsletters, notes, leaflets, promotional publications are not to be considered as binding offers for the described or depicted products. Beerschot's offers are without engagement and only to be considered as an invitation towards the customer to purchase or place an order, unless explicitly specifically specified otherwise. An offer is valid for a particular order and therefore does not automatically apply to further similar orders. Offers only concern the products which are specifically mentioned. Each offer is valid for 30 calendar days, unless specified otherwise on the offer.
3) Purchase: An agreement concluded at the registered office becomes enforceable when the order form has been signed by both the customer and a representative of Beerschot or when Beerschot has started the execution of the agreement.
The purchase, made via the website, becomes enforceable when the customer receives a confirmation email from Beerschot. Said confirmation email is being sent by Beerschot after receipt of payment for the order by the customer. Any changes or additions after the enforcement of the agreement are only valid after written consent of both parties amongst other regarding payment conditions and completion of the deadline.
In case of cancellation of an order or purchase, even partially, Beerschot reserves the right to claim damages from the customer, namely 10% of the price of the cancelled order, excluding VAT, without prejudice to Beerschot's entitlement for compensation for the damage suffered in case it can be proved.
Beerschot reserves the right to ask additional information about the customer and his activities for the safety and security of the customer and by lack hereof refuse the processing of the order. Also orders of which it is clear that the customer has the intention to resell the products can be refused by Beerschot.
In case Beerschot is unable to process the purchase/order because of objective reasons, included but not limited to products being out of stock, Beerschot will notify the customer within 7 calendar days after enforcing the agreement. Already settled amounts will in that case be refunded within 14 calendar days after enforcing the agreement. In such cases no damages can be claimed from Beerschot.
4) Right of withdrawal: The customer is entitled to the right of withdrawal with respect to the products purchased via the website. As a consequence of the Law of 6 April 2010 on Market Practices and Consumer Protection the customer has the right to withdraw a purchase/order without any penalty and without specifying the motive. Said right of withdrawal has to be executed by the customer in writing and within 14 calendar days following the ordered product's delivery. Within the same period the product has to be returned to Beerschot. As soon as said period has expired, the purchase shall be considered definitive. In case of the correct execution of the right of withdrawal by the customer, Beerschot undertakes to refund the received payment within the 30 calendar days following the withdrawal. Return shipping costs are the responsibility of the customer. The returned product should be unused and undamaged. Moreover the product should be returned in the original wrapping, whether or not opened, in order to protect the product as well as possible and in order to allow Beerschot to resell the product to others.
By no means customers are entitled to the right of withdrawal with regards to personalised products.
By no means professional customers are entitled to the right of withdrawal, both for purchases via the registered office and via the website.
5) Price: All prices are in Euros and are exclusive of Belgian VAT and of delivery costs, shipping costs or other administrative costs, unless explicitly specified otherwise. Delivery costs will always be mentioned separately.
In case of an order/purchase via the website the products are sold at the prices as mentioned on the website at the moment of online purchase.
As far as the prices are based on the valid height of labour costs, social contributions, transportation costs and insurance premiums, prices of raw materials, costs of materials and parts, exchange courses and/or other expenses and one or more of given factors increases or decreases, Beerschot is entitled to the right to raise or lower its prices accordingly and in accordance with the legally mandated standards.
6) Advance payment: In case of purchases at the registered office Beerschot always reserves the right to (i) request 50% of the total amount in advance payment or (ii) request full payment by the customer before processing the agreement.
7) Delivery: The mentioned expected time of delivery is always approximate. Transgression of said term will under no circumstances, except in case of intention or flaw of Beerschot, lead to compensation or dissolution of said agreement at the expense of Beerschot.
Order modifications automatically lead to the termination of presupposed terms of delivery. Under no circumstances, Beerschot shall be held responsible for delays resulting from the default of the supplier, the customer and/or any other third party. Exceeding the term of delivery by Beerschot shall not exempt the customer of his obligations. Beerschot reserves the right to make partial deliveries of any order.
If an order is placed at Beerschot's registered office, the delivery shall take place EX WORKS (Incoterms 2010), both when the customer collects the product at the registered office, as well as when the product is delivered at the address specified by the customer. The passing of risk for damages, lesions and vanishes concerning the goods shall occur when the customer collects the goods at Beerschot's registered office respectively at the moment when they are cleared for transport by Beerschot.
In case of a purchase via the website, all goods shall be DELIVERED AT PLACE (Incoterms 2010), at the address specified by the customer. In absence of the customer at the time of delivery, a note shall be left by the transport service. Said note shall contain the message that the order can be collected at the mentioned post office.
In case of refusal of the order by the customer at the date of delivery or when the order is not collected within the term specified in aforementioned note, the order shall be returned to the registered office of Beerschot. The returning costs, as well as all additional costs resulting from this situation (such as but not limited to customs charges, taxes, VAT, storage costs) are at the customer's expense.
There can always be an overproduction of up to 10%. Beerschot will always invoice the exact delivered amount. The customer will accept the invoice and pay the invoiced amount.
8) Payment: For purchases made at Beerschot's registered office, the payable amount is invoiced by Beerschot to the customer. Said invoice is due 14 working days following the invoice date, unless specifically mentioned otherwise on said invoice. Invoices can only be protested in writing, by means of a registered letter within 5 calendar days following the invoice date. Said letter shall mention the invoice date, number and a detailed motivation. For every entirely or partially outstanding invoice on the due date, a default interest of 1% per month must be paid. In this case every started month shall be considered as passed. In addition, and without prior notice, the outstanding amount shall be raised by 10% of the invoice amount with a minimum of fifty Euros (€50) (excl. VAT), as a capital benefit, without prejudice to the right of Beerschot to claim higher damages.
In case of persistent default by the customer to settle one or more outstanding accounts, Beerschot shall reserve the right to instantaneously cancel any further delivery or execution and to consider other orders as cancelled without any proof of default. In such cases, the capital benefit, as described in article 3, is indebted. Moreover said situation implies the right to immediately claim all other invoices, even in case these are not due yet, and all applicable payment terms become invalid. The same applies in case of impending bankruptcy, judicial or amicable dissolution, suspension of payment, as well as any other sign of the debtor's insolvency.
The unconditional payment of a part of the invoice amount shall be considered as an explicit acceptation of the invoice.
Partial payments shall be accepted without prejudice and with full reservation of all rights, and shall firstly be imputed to encashment costs, followed by the damages, accrued interest and finally to the oldest outstanding principal amount.
However, should the order have been placed on the website, the customer can merely settle the outstanding amount by means of a special payment module on the website of Beerschot, unless agreed otherwise by written.
In order to process these online transactions, Beerschot utilizes external and specialized partners who manage the payment platform. The customer's financial information that is inputted for payment purposes shall only be exchanged between the external partners and the financial institutions involved. Beerschot has no access to the customer's classified financial data.
Secure protocols are implemented for online payments. All online transactions are subject to the general conditions of the external payment platform manager. Said individual is solely responsible for the correct handling of all online payments.
9) Online invoicing: By ordering a product through the website, the customer explicitly agrees to the use of electronic invoicing by Beerschot, subject to a written deviation between parties.
10) Reservation of title: If an order is placed at Beerschot's registered office, Beerschot reserves the title to the goods delivered to the customer until the latter has fully settled the price, costs, interests and all additional costs. Nevertheless; all risks of detriments or damage shall entirely be held by the customer as from the moment of delivery. The customer pledges to immediately inform Beerschot by written notice in case of garnishment of the delivered products. If the customer resells the aforementioned products, he shall transfer all personal rights, resulting from this resale, to Beerschot, as opted by the latter.
11) Visible and hidden flaws: The customer must immediately carry out a first verification of the goods at the delivery. This immediate verification obligation concerns (mere exemplary enumeration) amount and dimensions, conformity of the delivery, visible flaws, exact location(s), etc. The customer should inform Beerschot by written notice in case of directly verifiable defects within 48 hours from the delivery and before initial starting of the product. In default of said notice, a loss of rights shall be the consequence.
For consumers, the legal warranty of two years from the delivery date of the goods shall be observed (bill of delivery). Such warranty can only be called upon if the consumer customer can prove the existence of said flaws at the moment of delivery. All complaints concerning hidden flaws must be communicated to Beerschot within two months following the discovery by means of the following e-mail address: [email protected] . Debarment shall be the result in case of default.
Professional customers need to communicate hidden flaws to Beerschot within 4 months following the delivery date of the products (bill of delivery), but within 48 hours following the discovery of said flaws by written notice.
If no complaints are formulated within these terms, the delivery is esteemed to be approved and accepted. Under penalty of inadmissibility of the complaint, the customer must be able to prove him having stored the products in a proper manner before and after the discovery of said defaults.
After observation of any flaw, every customer is obligated to immediately cease the use of said product and to perform all of the operations to avoid further damage and safe storage of the product, under penalty of inadmissibility of the complaint. This warranty or guarantee is under no circumstances applicable if the damage is caused by erroneous use or maintenance of the product.
The customer must under no circumstances return the products to Beerschot without prior agreement by the latter. Beerschot reserves the right to determine the flaws and their causes on site, together with the customer. Beerschot can under no circumstances be held accountable for the loss or damage of returned goods, until these were accepted by Beerschot in its warehouse.
Every claim for warranty is cancelled in case of processing, modification, repair by the customer or by third parties or in case of abnormal or extraordinary employment, stress or wear of the products or damage caused by circumstances beyond one's control.
Submitting a complaint does not suspend the customer's payment obligations. The customer is obliged to settle the costs incurred because of unfounded complaints.
The offered warranties by Beerschot to the customer remain (partially or entirely) limited to: (i) replacement (II) readmission of the goods concerned, with crediting to the customer.
The customer acknowledges the fact that Beerschot does not offer guarantees that the goods meet the rules or requirements that prevail in any jurisdiction, except for the Belgian rules.
12) Liability: With the exception of guarantee by Beerschot, in accordance with the stipulation mentioned above, the liability of Beerschot is limited to the invoice value (excl. VAT) of the products delivered by Beerschot and in any event limited to the liability imposed by the law.
Beerschot is under no circumstances obliged to compensate for damage caused indirectly (such as, but not limited to loss in income or damage to a third party).
Neither can Beerschot be held accountable for flaws resulting directly or indirectly from actions by customers or third parties, regardless if these flaws were caused by mistake or negligence.
The reservation of products by the customer or by a third party falls under the complete responsibility and at the risk of the customer. Beerschot can in this case not be held accountable for damage resulting directly or indirectly from this reservation.
13) Promotions: Promotional allowances by Beerschot, regardless of their respective form (such as but not limited to price reductions, discount vouchers, free shipment, etc.), are to be used in accordance with the proper directives. All of these allowances can only be used with 1 order, cannot be accumulated and have a personal character.
14) Force Majeure/hardship: Should Beerschot, because of circumstances beyond its control, be in a situation where it is impossible or intricate to fulfill its obligations, it reserves the right to partially/entirely suspend the execution of said delivery for either the duration of these circumstances or definitively without obligation to give prior notice or pay any damages. Are among other things conventionally considered as cases of force majeure: war, blockade, revolt, strike or lock-out, seizure, lack of means of transport, general shortage of raw materials or products, limitations to energy usage and this may be the case or with Beerschot or with one of its suppliers.
15) Compensation: In accordance with the stipulations of the law passed on 15 December 2004 concerning legal (financial) certainties, Beerschot and the customer automatically and legally compensate and settle all current and future debts respective to one another. This implies that in the permanent relationship between Beerschot and the customer it is always the amount of the biggest claim that remains after aforementioned set-off.
This set-off shall in all cases have legal effect with regard to the liquidator and the remaining combined creditors, who shall be bound by the set-off imposed by the parties.
16) Intellectual property rights: Beerschot guarantees to dispose of the licenses required to offer its range of products. Nevertheless, Beerschot preserves all copyrights or its allocated rights of all of the designs, drawings, models, samples, pictures and products. As a consequence, the customer cannot copy or utilize said products for other purposes than originally intended without prior written consent.
17) Personal data: The customer allows Beerschot to include the personal information submitted by the former in a digital data file. By doing so, Beerschot acts in accordance with the Belgian law concerning the processing of personal information of 8 December 1992.
This information shall be utilized for informational or promotional campaign purposes of the goods and services offered by Beerschot.
At any given time, the customer may request notification and correction of its information. Should the customer prefer to not receive commercial information of Beerschot, the former needs to inform the latter on this matter. Costs for the modifications requested by the customer of the original information shall always be charged.
18) Choice of law and the court having jurisdiction: The Belgian law shall prevail.
Disputes shall exclusively be settled by the courts of the district where Beerschot's registered office is located, unless Beerschot explicitly deviates from this stipulation.