ARTICLE 1: APPLICATION OF THE GENERAL TERMS AND CONDITIONS
The present general terms and conditions (hereinafter: “General Terms and Conditions”) are exclusively applicable on all goods (hereinafter: “Products”) offered for sale by SCALDIS SAINT MARTIN, Rue de la Hurtrie, 36, Parc industriel, 7600 Peruwelz (Belgium) operating under the trade name BEMICRON (hereinafter: “Seller”) on the website www.bemicron.com (hereinafter: “Site”) and on any relationship between the Seller and any person visiting the Site or buying Products thereon (hereinafter: “Buyer”).
These General Terms and Conditions are applicable excluding any derogatory provisions, notably any written and oral communication, any previous negotiation, as well as all clauses or general terms and conditions of the Buyer, even if they indicate to be exclusively applicable.
Parties may only derogate from the present General Terms and Conditions in writing, specifically referring to the present General Terms and Conditions.
As these General Terms and Conditions are subject to modifications, the only General Terms and Conditions in vigour are those published on the Site at the moment when the Buyer places an Order.
ARTICLE 2: ORDERS
The Buyer declares to be a professional and to only buy Products in relation to its professional activities. The Products bought on this Site may under no circumstances be sold or rented out, as this is exclusively reserved for authorized distributors.
Each Order implies the express consent with these General Terms and Conditions, without any reservation.
After placing the Order, the Seller sends to the Buyer an email notifying receipt of the Order and indicating a personal login and password to allow the Buyer to follow up the handling of the Order placed, notably the date which the payment has been registered on as well as the date of shipment.
Once payment of the advance is received, the Seller sends to the Buyer an email announcing the processing of the Order and indicating the term(s) of delivery if the Order consists of different types of Products. The Orders are only considered to be accepted and the agreement is only entered into once this email announcing the processing of the Order has been sent by the Seller to the Buyer.
Each Order is definitive. In case the Buyer decides to cancel the Order placed, the Seller shall keep the advance by way of damages, without prejudice to the right to claim additional damages.
The Seller reserves the right to refuse an Order. He will notify the Buyer thereof within 5 days after receiving the email with the Order. If any payment has been effectuated in relation to this Order, the Seller shall be able to deduct this amount from any invoices left unpaid within due time or refund the amount to the Buyer.
ARTICLE 3: PRICE AND PAYMENT
The prices of the Products are indicated on the Site, in Euro and excluding TVA and other taxes. They refer to the Products in individual standard conditions.
The prices indicated on the Site do not include shipping costs, customs, or any other additional fees or costs. Shipping costs are separately quoted.
Payment is effectuated in 2 stages:
- an advance corresponding to 1/3 of the total value of the Order is to be paid simultaneously with sending the email placing the Order and is vital for acceptance of the Order by the Seller.
- the remaining sum is payable before shipment of the Order. An email shall be sent to the Buyer to notify the latter that the Order is ready to be shipped and inviting him to pay the remaining sum. The Order shall be shipped once full payment has been made.
Without payment of the remaining sum within 5 days after sending the email with the invitation to pay such amount, a monthly interest of 2% shall be charged by rule of law and without any prior declaration of default. The Buyer shall also be obliged to pay fixed damages at 15% of the total value of the Order.
Without payment of the remaining sum within the agreed term, the Seller shall have a lien on the Products as guarantee for the sums due. Once the Buyer proceeds with due payment, the Seller shall deliver the Products without prejudice resulting from any delay of delivery.
Without payment of the remaining sum within the agreed term, the Seller shall have the right to unilaterally annul the contract by rule of law and without any prior declaration of default or judicial intervention. The Seller shall keep the advance by way of damages, without prejudice to the right to claim additional damages.
ARTICLE 4: DELIVERY
4.1 DELIVERY CONDITIONS
Shipping costs are solely at charge of the Buyer. The total amount of these costs is quoted to the Buyer upon ordering and shall be confirmed in the order confirmation sent by email, along with the estimated time of delivery.
Term(s) and date(s) of delivery indicated on the Site as well as in the email announcing handling of the Order are mere estimates for informational purposes. The Seller shall make reasonable efforts to proceed with delivery within the term of delivery as stated on the Order receipt. No damages may be claimed by the Buyer for late deliveries. An Order may under no circumstances be cancelled due to a late delivery.
The Products are exclusively delivered to the address stated on the Order receipt. Upon delivery the Buyer signs a delivery receipt produced by the transporter.
If spread deliveries are planned, each one of the deliveries is considered to be subject to a separate agreement so that any intervening event affecting one delivery shall have no effect to any later deliveries.
4.2 DELIVERY DEFAULTS
The risk of transportation is born by the Seller. Upon delivery and signing of the delivery receipt, the risk is transferred to the Buyer.
Each error in quantities or specifications of the delivered Products and all damage to the Products occurred during transportation, must be notified to the Seller in writing within 48 hours from delivery. Failing to do so results in the receipt of the Products to be considered as acceptance of the quantities stated on the delivery receipt, of the conformity of the Products and the confirmation that the Products delivered were not damaged upon delivery or during transportation.
In the event of error in quantities of the delivered Products or damage to the Products occurred during transportation or upon delivery, duly notified to the Seller within the agreed delay and confirmed by the latter, the Buyer may either demand a credit note for the amount corresponding with the value of the damaged or undelivered Products, or demand replacement thereof. If the Buyer demands a credit note, the amount of the credit note is increased with the shipping cost in proportion with the cost of delivery and transportation of those damaged or undelivered Products. If the delivered quantity is higher than the ordered quantity, the Buyer may either keep the additional Products which will be invoiced for the price quoted on the Site, or demand the Seller to take them back. At demand of the Buyer, the Seller takes back all Products damaged during transportation or delivery.
In the event of delivery of not corresponding Products, duly notified to the Seller within the agreed term and confirmed by the latter, the Seller takes back all Products not corresponding with the Order and the Buyer may either demand replacement or a credit note in the amount of the value of the ordered and undelivered Products. If the Buyer demands a credit note, the amount of credit note is increased with the shipping cost in proportion with the cost of delivery and transportation of those Products not corresponding with the Order. On his demand, the Buyer may keep all Products not corresponding with the Order, which will be invoiced for the price quoted on the Site and reduced with the price of the ordered and undelivered Products.
The Products may not be sent back to the Seller without his prior written consent.
ARTICLE 5: CUSTOMS AND TAXES
Customs clearance and all other taxes due because of deliveries of Products ordered on the Site and shipped outside of Belgium are solely at charge of the Buyer, and payment of these costs are the sole responsibility of the Buyer.
ARTICLE 6: LIABILITY AND GUARANTEES
6.1 AS FOR THE SELLER
The Seller guarantees that the Products are in conformity with official standards stated on the Site. Het is not responsible for any inconformity with legislation of the country of delivery.
The Seller shall engage all means at his disposal and make all reasonable efforts to provide the Buyer with the Products with the quality corresponding with the specifications stated on the Site. If, for any reason, the delivered Products show defaults altering their quality, the Seller shall replace such Products at his own cost and within a reasonable term, after having verified the defaults.
The Seller may not be held liable for any minor or unsubstantial differences (e.g. differences in colour, appearance, finish,…) between the photos, illustrations and descriptions of the Products on the Site and the delivered Products if such differences do not alter the quality of the Product. The Seller may not be held liable for any storage of the delivered Products in abnormal conditions or conditions incompatible with their nature.
The Seller may under no circumstances be held liable for any indirect damage experienced by the Buyer due to bad or late execution by the Seller of his obligations. More specifically, the Seller may not be held liable for damages experienced by the Buyer due to the faulty quality of the delivered Products or delayed delivery.
The Seller shall under no circumstances be liable for any loss of benefits, commercial losses or loss of revenues, any other indirect loss or loss unforeseeable at the moment of entering into the agreement by Parties. More particularly, the Seller shall not be liable for any allergies or other skin related or physical phenomenon linked to the use of the Products.
In any event, the liable of the Seller is limited to the amount of the Order leading to the liability. The Buyer may chose to either receive damages through delivery of Products or through payment.
The Seller may under no circumstances be held liable for any default in execution of his obligations by accident or due to an event of force majeure. Are considered to be events of force majeure, amongst others but not limited to: fires, floods, earthquakes, storms, hurricanes and any other natural disasters, exceptional climate circumstances, nationalisation, seizure, governmental sanctions, embargo, strikes, lock-outs, blockades, power cuts, disruption of telephone, fax and internet lines/connections, terrorist’s activities, war, civil war, revolt, demonstrations, revolution, machinery breakdowns and accidents, exceptional traffic accidents, provisioning problems, failure of providers and transporters,… or any other unforeseeable circumstance beyond the will or control of the Seller, rendering the execution of his obligation temporarily or permanently impossible. Events of force majeure exonerate the Seller from any liability, offering him the possibility to either reduce his obligations, annul the agreement or suspend the execution thereof without being obliged to pay any damages.
6.2 AS FOR THE BUYER
In the event of delivery to a wrong address or in the event of impossibility to deliver caused by wrong shipping information communicated by the Buyer, the shipping cost of such delivery are at charge of the Buyer.
ARTICLE 7: DROITS INTELLECTUELS
The Site and its components (more specifically the trademarks, logos, graphic design, images, animation, video, text,…) are property of the Seller. They are protected by intellectual property rights and may therefore not be reproduced, used or communicated with prior written approval by the Seller.
The trademarks, names, image and/or logos identifying the Seller or its Products, as well as the Products offered for sale on the Site are protected by intellectual property rights. More specifically, the Products are protected by an international patent with reference WO2009150217. The Products are also protected by a registered Community model with reference 000969175-0001. Nothing in these General Terms and Conditions may be interpreted as constituting a licence of intellectual property rights owned by the Seller.
The Products distributed by the Seller may under no circumstances be reproduced or modified in any way and the trademarks, distinctive signs or logos applied by the Seller may not be altered or removed.
De Buyer or any other user of the Site is authorized to print out excerpts of the Site or representations of the Products offered and presented on the Site for internal use only, under reservation that the content of the Site shall not be altered in any way and that the Buyer will preserve all references to paternity and origin of the Site and the Products.
ARTICLE 8: TRANSLATION
The original version of the present General Terms and Conditions is drafted in French. In the event of any dispute concerning the General Terms and Conditions, they must be interpreted and laid out in accordance with the text and spirit of the French version.
ARTICLE 9: SEVERABILITY
If whole or part of one of the provisions of these General Terms and Conditions are or become illegal, invalid or unenforceable in any jurisdiction, such shall not affect the validity or enforceability of these General Terms and Conditions as a whole. The entire or partial provision deemed illegal, invalid or unenforceable shall be considered never being written. The Seller shall substitute such provision with another one which, to the extent possible, shall have the same function.
ARTICLE 10: PROTECTION OF PERSONAL DATA AND PROMOTIONAL ELECTRONIC MAIL
Personal data are defined as data of personal nature communicated upon placing Orders on the Site (more specifically name, registered offices, postal address and/or email address, phone number and/or cell phone number,…) hereinafter: “Personal Data”.
The Seller is the controller of the processing of any Personal Data communicated by the Buyer. The Seller processes such Data in accordance with the Belgian Act of December 8th 1992 on the protection of privacy in relation to the processing of personal data.
The Personal Data are confidential and shall not by transferred to or made accessible for third parties unless expressly agreed to by the Buyer.
The purposes of the processing are the following: administration, sending emails, newsletters, promotional material and analysis of the use of the Site to improve its functioning.
Commercial/promotional messages shall not be sent by email or any other electronic messaging system unless the Buyer has given its prior express authorisation. The Buyer may revoke such authorisation at any times and may object to any processing of Personal Data for direct marketing purposes.
The Buyer has a right to access his own Data as well as a right to rectification and removal. To exercise his rights, the Buyer may connect to the Site and access his account using his login and password or may at any time send a letter to: SCALDIS Saint Martin, Rue de la Hurtrie 36, Parc industriel, 7600 Peruwelz (Belgium).
ARTICLE 11: APPLICABLE LAW AND COMPETENT COURTS
These General Terms and Conditions are subject to Belgian law and to the UN Convention on Contracts for the International Sale of Goods. If any dispute on the execution or interpretation of agreements under the present General Terms and Conditions should arise, the French speaking tribunals and courts of Brussels have exclusive jurisdiction.