These terms and conditions cancel and replace the terms and conditions previously applicable. Any other document issued by the seller and amongst others, catalogues, leaflets, adverts are only informative and indicative. All purchases or orders of products marketed by the seller are subject to these terms and conditions. The purchaser therefore accepts these terms and conditions expressly      and without reserve; they supersede any terms and conditions of purchase or any other document drawn up by the purchaser or any entity in relation with the purchaser. In any case, the seller reserves    the right to refuse a request made by the purchaser that is exorbitant or dispensatory to its terms and conditions. Failure by the seller to request the application of any of these terms and conditions at      one point in time shall not be interpreted as a waiver to subsequently request the application of any of these terms and conditions. An invalid clause of these terms and conditions shall not affect the validity of the terms and conditions in their entirety.

ARTICLE 2 – Order

The sale of our products if definite on the date of signature of the acknowledgement of receipt of the order by the seller. As from the sale, no cancellation of all or part of the order and no qualitative or quantitative modification of the order shall be accepted without the seller’s written consent. In case of express agreement by the seller, the set price could be increased and new delivery dates    determined. The documents exchanged between the seller and the purchaser shall be written exclusively in French or in English.

ARTICLE 3 – Delivery

3.1 Deliveries are made by delivery to the purchaser or a carrier on the seller’s premises. Delivery dates are given for information only and are subject to the seller’s capacity to provide and carry,     except when specific dates and times have been expressly agreed between the purchaser and the seller. Failing such agreement, late delivery cannot give rise to damages, deduction or cancellation of      the orders in progress. The seller is authorized to deliver orders by installments.
3.2 The seller’s products, whatever the conditions of transport, are carried at the purchaser’s risk. Consequently, without prejudice of the retention of title clause set out in article 8 hereunder, the  purchaser shall bear the risk the products might incur or occasion as from the delivery of the products. The purchaser shall take out an insurance in consequence and bear the costs. In any case, in case     of damage, shortage or delay, the purchaser shall make clear an precise reserves on the carrier’s receipt slip, and shall notify his protest to the carrier by registered post with acknowledgement of receipt within three days of the receipt of the products, bank holidays excluded.

ARTICLE 4 – Receipt

Without prejudice of the measures to take towards the carrier, claims on apparent defects or non conformity of the product delivered with the ordered product, shall be made in writing within five days following the receipt of the products.
In any case, the client shall ensure the reception of products and consequently provide the personnel necessary for the unloading operations. The client must be on the premises on the day of delivery, failing which no claim shall be accepted.
If the purchaser is in charge of collecting the products and collection has not been made within eight days following the date indicated on the seller’s order form, the seller can take any necessary   measure to store the products at the purchaser’s costs and risk or to have the products delivered to the purchaser at the purchaser’s cost and risk.

ARTICLE 5 – Liability – Use of the products

5.1 The seller guarantees that the products comply with French and Belgian regulations in force on the date of delivery and that they are composed as indicated on the packaging.
5.2 The use of the products alone or in combination with other products or goods is made at the purchaser’s risk. The purchaser undertakes to store and use the products pursuant to the documents forwarded by the seller, to the regulations in force in the country they are used and to comply with all its legal obligations towards its own clients. The seller shall no be held liable for defaults or   damages to products delivered pursuant to abnormal conditions, or in breach of advice regarding carriage, storage, conservation, use and sales subsequent to the delivery of the products.
5.3 The purchaser shall justify the existence of the alleged defects or defaults. The purchaser shall let the seller establish the existence of the defects. In case of defect or default duly recognised by          the seller, the seller’s obligation shall be limited to replacing the faulty quantities by similar products. No other damages shall be paid for any reason or prejudice whatsoever. No return shall be     accepted for any reason whatsoever if the product is not returned in its complete packaging and without the seller’s prior written consent. Any return accepted by the seller shall give the purchaser      credit after a qualitative and quantitative check of the products returned. The purchaser shall bear the cost and risk of the return.
5.4 In case of force majeure, and amongst others in case of fire, flood, total or partial strikes, change of regulations, impossibility to be supplied with raw materials, interruption in supply of energy, the seller shall automatically be freed from his obligation to deliver, without damages, as from the date of the events and undertakes to inform the purchaser as soon as possible.

ARTICLE 6 – Price

Our prices are established in euros V.A.T. and carriage not included, packaging costs included unless otherwise specified. The price, is the price in force on the date of receipt of the acknowledgement     of receipt of the order. Our prices can be reviewed with a prior ten day notice.

ARTICLE 7 – Payment

7.1 All our invoices are payable on receipt except in case of written consent by the seller. No rebate is granted for early payment. The seller’s invoices and payments are made exclusively in euros.
7.2 Penalty for late payment equal to one and a half times the legal rate is applicable when the amount due is paid after the date indicated on the invoice. The penalty is due only after notice is given.

In case of late payment, the seller can postpone the purchaser’s orders in progress and block its account, without prejudice of any other course of action. The amounts due for any other deliveries or       any other reason shall become immediately payable if the seller does not resort to the termination of the corresponding orders.
In any case, if the recovery of the amounts leads to the intervention of our externalised claims department (insurance company, bailiff, solicitor...) the amount due shall be increased by 10 %                   plus V.A.T. to cover the cost of the claim management (with a minimum of 100 €). The 10 % indemnity is a penalty clause.

7.3 The seller can, at any time, either before the performance of the contact or during its performance, request that the purchaser furnish a satisfactory guarantee of recovery of the amounts due,       without having to justify his decision. Failing such guarantee, the seller can terminate the order, without prejudice of any damages due by the purchaser, as the case
may be.

ARTICLE 8 – Retention of title

The products sold shall remain the property of the seller until full payment of the price in principal, costs, interest and accessories by the purchaser. However, the risks pass on delivery. Cheques or bills of exchange are not considered as methods of payment in the sense of this article until they are effectively cashed. The purchaser personally undertakes not to dispose of       the bought products by any means whatsoever, either directly or through a lien, until full payment of the price is made. In any case, the products in storage on the purchaser’s premises       shall be deemed being those unpaid. In case of re-sale of the products by the purchaser either as such or after transformation, the purchaser undertakes to transfer to the seller the price      paid by the sub-purchaser up to the outstanding amount of the price of the products. Failing payment, the seller can, without losing any of his other rights, request by registered post with acknowledgment of receipt the return of the products at the purchaser’s costs and risk. The purchaser shall also bear the legal and court fees, as the case may be.

ARTICLE 9 – Intellectual property

The purchaser shall not use the trade marks, logos, patents or any other intellectual property rights belonging to the seller without the seller’s express prior written authorisation.

ARTICLE 10 – Applicable law and jurisdiction

All our sales are deemed made at the seller’s head office which constitutes the place of order and payment. These terms and conditions and the relations between the seller and the       purchaser are governed by Belgian law. In case of dispute, the parties shall try to come to an amicable solution within ten days following the start of the dispute. Failing such resolution,        any dispute relating to these terms and conditions shall be brought before the Brussels Trade Court (Tribunal de Commerce), even in case of guarantee or of multiple defenders.                     The language of procedure shall be French.