General terms and conditions of saleGeneral terms and conditions of sale
M.P. DIFFUSION SA Rue de Waremme 126 B-4530 Villers-le-Bouillet C.C.D. 0441.846.282 (hereinafter the “seller”)
1.1. These general terms and conditions govern all contractual obligations between the seller and the buyer (agreements, deliveries, services, offers, etc.) for the entire duration of the business relationship. In its relationship with the seller, the buyer accepts these general terms and conditions with its order and explicitly waives the application of its own general terms and conditions, even if these are drawn up after the present general terms and conditions. Any deviation from the present general terms and conditions must be expressly agreed in writing in advance and signed by the seller to be valid. The seller's general terms and conditions shall apply even if the seller has delivered the goods to the buyer without reservation in the knowledge of contrary or different general terms and conditions.
1.2. Telephone or oral agreements require written confirmation by the seller to be valid. Orders, agreements and commitments are only binding on the seller if they have been confirmed in writing by the seller (confirmation of sale).
1.3. The interpretation of the commercial clauses shall be in accordance with the commercial practices in Liege and the “Incoterms” of the International Chamber of Commerce in their current version.
1.4. By submitting an order or signing the agreement or purchase order, the buyer expressly acknowledges having read and unreservedly accepted the present general terms and conditions. These general terms and conditions supersede and cancel all previous general terms and conditions applicable between the parties.
1.5. The present general terms and conditions form an integral part of the contract with the buyer. All provisions that conflict with the clauses below, including the general terms and conditions transmitted at any time by the buyer, shall be considered as null and void and not accepted unless otherwise agreed in writing beforehand. When a specific supply agreement is concluded between the parties, the latter shall take precedence over these general terms and conditions of sale which, if need be, shall supplement said agreement.
1.6. Failure to implement a clause laid down in the present terms and conditions may not be interpreted as a waiver by the seller to use it.
2.1. The seller retains ownership of the products sold until full and final payment of all current and future claims of the seller and its ancillary costs (potential charges, interest, penalties, etc.) arising from the commercial relationship with the buyer, even if such claims result from separate legal transactions. The further processing of the sold products does not affect the seller’s right of retention of title. In addition to the right to terminate the contract in accordance with statutory provisions, the seller is entitled to demand restitution and to take back the products sold subject to retention of title if the buyer acts in breach of the terms of the contract, in particular in the event of late payment of the seller’s invoices upon their due date. The products must therefore be returned immediately, in perfect condition, and upon simple written request by the seller. Any related costs, in particular return costs, administrative and logistical costs including the costs of the initial transport, costs of specific (customised) packaging or costs of refurbishment/reconditioning, compensation for depreciation or processing of the goods, etc., shall be borne by the buyer. If the realisable value of the securities exceeds the seller’s claims to be secured by more than 10%, the seller is obliged, at the buyer’s request, to release securities at the seller’s discretion.
2.2. The buyer is obliged to treat the purchased products with care if the ownership has not yet passed to him. In particular, he is obliged to insure the goods at its value and at his own expense against theft, fire and water damage. If maintenance and inspection work must be carried out, the buyer is obliged to execute the work as soon as possible and at his own expense. If ownership has not yet been transferred, the buyer must inform the seller immediately in writing if the delivered products are seized or subject to other interventions by third parties so that the seller can assert his ownership rights. The buyer shall bear the costs necessary for the release of the products, insofar as these cannot be recovered from third parties. The buyer is not entitled to pledge the products subject to retention of title to third parties or to assign them as security.
2.3. Unless otherwise provided for in the supply agreement signed with the buyer, the latter shall be entitled to resell the products in the ordinary and reasonable course of its principal business. The buyer hereby already assigns to the seller its claims arising from the resale of the products subject to retention of title in the amount of the invoice agreed with the seller. The seller hereby accepts this assignment. This assignment shall apply regardless of whether the purchased products have been resold without or after processing. The buyer remains entitled to collect the claim even after the assignment. Nevertheless, the seller remains entitled to collect the claim himself. However, the seller will not collect the claim if the buyer meets his payment obligations, is not in default of payment and, in particular, no application for the opening of insolvency proceedings against the buyer's assets has been filed and no suspension of payments has occurred. In the latter case, the buyer is obliged to provide the seller with the information necessary for the recovery of the assigned claims and to identify the relevant debtors.
2.4. However, the buyer is entitled to process the products in the ordinary course of business. The processing or transformation of the products by the buyer shall always be carried out in the name of the seller and for his account. In this case, the buyer's right to the subject matter of the sale shall remain in the processed product. If the goods are processed with other objects which are not the property of the seller, the seller acquires ownership of the new object, provided that the seller's goods are the principal goods in terms of volume or value or represent the highest value at the time of processing. If the goods are inseparably combined or mixed with other objects not belonging to the seller, the latter acquires ownership of the new object, provided that the seller's goods are the principal goods in terms of volume or value or represent the highest value at the time of the combination or mixing. In all other cases of processing or mixing, the seller acquires undivided co-ownership of the new object in the proportion of the objective value of the seller's products to the other objects at the time of processing/transforming/mixing/merging. The buyer retains the ownership of the objects thus created for the seller. In order to secure the claims of the seller against a third party in respect of the incorporation of the products into an immovable object, or in the event of the sale of the seller's products (processed, transformed, mixed, merged) to a third party at a time when the purchase price has not yet been paid by the buyer, the latter assigns the proceeds of the sale to the seller in the amount of the unpaid price; the seller hereby accepts this assignment.
2.5. The seller reserves the right to register its retention of title to the products or its pledge on the processed or partially finished materials in the National Pledge Register, in accordance with the Law of 11 July 2013 relating to collateral security on movable property (“Loi du 11 juillet 2013 relative aux sûretés réelles mobilières”).
2.6. In the event that the products are incorporated into processed or partially finished materials (the products having in such case become inseparable by their incorporation), the buyer recognises irrevocably and from the beginning of the process of incorporation, a pledge to the seller, established according to the rules of the Law of 11 July 2013 relating to collateral security on movable property, on the processed or partially finished materials until full and final payment of the products sold and all its accessories. In such a case, the seller is therefore considered as a preferred creditor on the processed or partially finished materials, and the buyer (pledgor) authorises the seller to acquire them without formalities and at the expense of the buyer. The exercise of the pledge by the seller, in this case the sale of the processed or partially finished materials to a third party, is contingent upon the seller refunding the buyer, or any person designated by it, the difference between the balance of the sale of the processed or partially finished materials and the amount of its claims, including any contractual penalties and default costs. This refund will be made upon receipt of the proceeds from the sale of the processed or partially finished materials encumbered with the pledge. The secured claim is capped at the selling price of all products subject to non-payment, plus interest and costs.
2.7. In addition, pursuant to Article 24 of the Law of 11 July 2013 relating to collateral security on movable property, the pledge follows the encumbered products regardless of ownership and whatever their form. This resale right may be combined with a possible subrogation to compensate for the total damage suffered by the seller. With a view to recovering its claim, the seller shall subrogate to the rights of the buyer who sold the processed or partially finished products and/or materials without settling its claim against the seller and which the buyer is entitled to against its debtor or debtors. The pledge and retention of title apply to all claims that take the place of the goods subject to a pledge, including claims arising from their assignment, as well as claims that compensate for a loss, deterioration or reduction in value of the goods subject to a pledge.
2.8. In addition, the buyer is obliged to identify and physically and irremovably mark the products delivered as the property of the seller, or to leave the original sales mark of the seller or its producer, to store them separately from other materials and not to allow third parties access to the products in order to guarantee the seller's right to separation from the estate and to the return of the seller's products to the latter in the event of bankruptcy of the buyer. The buyer grants the seller and its employees/agents the right of free access to the buyer's premises/warehouses during normal working hours to verify that the products delivered by the seller are marked and stored in accordance with these general terms and conditions. The buyer shall bear all costs associated with the storage, marking and monitoring of the products and the obligations described herein. If the products are not marked and stored as stipulated in these general terms and conditions and cannot be easily identified, the seller is entitled to terminate the contract with the buyer with immediate effect and to claim any damages. Subject to the termination of the agreement concluded between the parties, the buyer shall then be obliged to hand over the products to the seller immediately without any right of retention. Article 2.4. shall remain unaffected.
2.9. Where necessary, this clause is enforceable against third parties in accordance with the applicable law of the country in which the products are located.
3.1. All offers made by the seller are always without obligation, both regarding price and rates and regarding the delivery period and shall only become binding upon the express written confirmation by the seller with reference to a period of validity (confirmation of sale). No penalty may be claimed for late delivery, unless the seller has given its prior written consent. Orders are only binding on the seller if the latter accepts the order in writing (confirmation of sale). In this case, the parties are then contractually bound.
3.2. Confirmations of sales are only binding on the seller if the customs duties (import duties and/or export duties) of the products ordered are the same between the date of the agreement concluded with the buyer and the date of delivery of the products. The seller nevertheless reserves the right to deliver the products to the buyer; the provisions of Article 5 of these general terms and conditions shall apply.
3.3. The delivery periods shall be suspended by operation of law in the event of non-compliance with the terms of payment by the buyer or in the event of delay in the information to be provided by the buyer; the same applies to all cases of force majeure. In particular, the following are considered as such: accidents, strikes, industrial disputes, lock-outs, embargoes, wars, states of war, rebellions, sabotage, terrorist attacks or consequences of attacks, natural disasters, fires, floods, storm surges, other catastrophic storms, earthquakes, landslides, contagious diseases, epidemics and virus pandemics, operating accidents, unforeseeable disruptions in manufacturing conditions, governmental measures, difficulties in the supply of electricity, delays in the delivery of raw materials, shortages of raw materials, scrap, manufacturing disturbances and more generally any event of a similar nature affecting the seller or its vendors and delaying or rendering impossible the performance of their respective obligations. In the event of force majeure, the seller reserves the right to suspend its performance without notice or compensation. In addition, the seller reserves the right to terminate any contract or order in whole or in part.
4.1. Unless otherwise stipulated in the seller's offer, the products are delivered to the buyer “EXW (“Ex Works”), according to “Incoterms” 2020.
4.2. In the event of seizure, bankruptcy or any other collective proceedings such as judicial reorganisation, court settlement or similar proceedings, the seller shall be entitled to suspend its obligations and/or to terminate the contract concluded with the buyer and/or to claim liquidated damages amounting to 25 % of the agreed purchase price. This lump-sum compensation shall not affect the seller's right to claim additional damages from the buyer, if the actual damage suffered by the seller exceeds the said lump-sum compensation. The seller may require the buyer to return all products sold subject to retention of title at the buyer's expense and risk.
4.3. Partial deliveries are permitted. Depending on the specificity and/or size of the order, the seller reserves the right to make partial deliveries according to its availabilities.
4.4. In the absence of any special instruction by the buyer, if transport is performed by or via the seller, the transport will be performed at its best without guaranteeing that the least expensive method has been chosen. The seller shall ensure that the packaging of the products is suitable for the respective type of products and transport.
4.5. Any transport, quantity, quality or conformity-related claim shall exclusively be governed by Article 7 “Claims – Inspection – Defects – Assays”. No return of the products shall be accepted without the prior written consent of the seller. If the buyer refuses delivery, storage costs, transport costs and all related risks shall remain at the buyer’s expense.
5.1. The seller's prices do not include (customs) duties or taxes, unless otherwise stipulated in the confirmation of sale or in the contract concluded with the buyer. All (customs) duties and taxes shall be borne by the buyer in accordance with the statutory provisions in force at the time of invoicing. All invoices of the seller shall be paid within the payment period stated in the seller's confirmation of sale. In the case of a sale to a trader, the latter is obliged to pay the seller's invoice immediately (e.g. in cash) as soon as he receives the documents (the seller's confirmation of sale, the invoice, certificate of analysis and conditional release). If the goods are held by a warehouse keeper, the seller instructs the warehouse keeper to issue a conditional release in the name of the customer. The warehouse keeper issues and sends the conditional release directly to the customer. The conditional release specifies its validity period, usually a maximum of five days, during which payment must be made. If payment is made in full to the seller's account within the validity period specified in the conditional release, the seller informs the warehouse keeper that payment has been received. The warehouse keeper then issues and sends an unconditional release to the customer, at which point the customer becomes the owner of the goods and the goods are released to the customer. In the event of non-payment within the conditional release period, the seller reserves the right to cancel the contract with the buyer on the day following the last day of the conditional release period. The bank charges for the buyer's payment shall be borne by the buyer. The seller reserves the right to re-invoice the bank charges deducted from the payment received.
5.2. Any non-payment, even partial, on the due date shall entail by operation of law, and without any reminder being required, the obligation of the Purchaser to pay contractual default interest at the rate of 12 % per annum.
5.3. If an invoice is not paid within the due date, the damage caused by default shall be set by mutual agreement at a flat rate of 15 % of the outstanding amount, but at least € 250.00, as a contract penalty. Any failure to pay any invoice on its due date shall render all invoices, including those not yet due, immediately due and payable. Upon such default, the seller shall automatically be entitled, without prior notice or judicial intervention, to suspend with immediate effect any production, release, shipment or delivery relating to any current contract, confirmation of sale or purchase order, irrespective of whether such contract relates to the unpaid invoice, until all outstanding amounts due to the seller have been paid in full or adequate security has been provided to the seller's satisfaction. The costs of collection, including, but not limited to, the costs of registered notices, legal proceedings, bailiffs and lawyers, shall be borne by the buyer.
5.4. Any failure by the buyer to pay any invoice on its due date shall constitute a material breach of contract and shall entitle the seller, at its sole discretion and without prior notice or judicial intervention:
In the event of such termination, the buyer shall be liable to pay the seller, by way of liquidated damages, a fixed indemnity equal to fifteen per cent (15%) of the total contractual value (excluding VAT) of the cancelled contract(s), without prejudice to the seller's right to claim full compensation if the actual damage, including, but not limited to, losses resulting from resale, market price fluctuations, storage, financing, transport, insurance, legal and recovery costs, exceeds such liquidated damages.
5.5. If, at any time, the seller reasonably considers that the buyer's financial situation has deteriorated, or if any invoice remains unpaid after its due date, or if the credit insurance cover granted to the buyer is reduced, withdrawn or no longer considered satisfactory by the seller, the latter shall be entitled, at its sole discretion, to require full or partial prepayment, an irrevocable letter of credit, a first demand bank guarantee or any other security deemed satisfactory by the seller before proceeding with any further production, release or delivery.
5.6. Until such security has been provided, the seller may suspend the performance of any current contract without any liability.
5.7. If the buyer fails to provide the requested security within five (5) calendar days after the seller's written request, the seller shall be entitled to terminate, in whole or in part, any current contract in accordance with Article 5.4.
5.8. In a business relationship with the buyer, any non-payment of an invoice when due shall immediately entitle the seller, without any notice of default being required, to retain all products sold to the buyer up to the amount of the unpaid invoices, even if the products in question were invoiced via different legal transactions.
5.9. Any payment shall be applied first to charges, interest and penalties, and then to the oldest invoices, regardless of any indication to the contrary by the buyer.
5.10. Any complaint about an invoice must be made by registered letter within 8 days of receipt of the invoice. After this period, no complaint will be accepted, and the invoice will be deemed to have been accepted by the buyer.
5.11. Any set-off, deduction, withholding or retention of payment by the buyer is expressly excluded unless previously agreed in writing by the seller or mandatorily imposed by applicable law.
5.12. In the event of cancellation of an order or contract by the buyer, or if the buyer wrongfully refuses to accept delivery or otherwise repudiates the contract, the buyer shall be liable to pay the seller, by way of liquidated damages, a fixed indemnity equal to fifteen per cent (15%) of the total contractual value (excluding VAT) of the cancelled order or contract.
Such liquidated damages shall be immediately due and payable without prior notice and shall be without prejudice to the seller's right to claim full compensation if the actual damage suffered, including, but not limited to, losses resulting from resale, market price fluctuations, storage, financing, transport, insurance, legal and recovery costs, exceeds such liquidated damages.
5.13. When selling goods to a customer, the seller reserves the right to cancel the order/contract if and to the extent that the cover of the credit insurance taken out by the buyer falls significantly between the time of ordering/signing the contract and the time of delivery of the goods, so that the goods no longer remain adequately insured.
5.14. The buyer acknowledges that the goods sold under these General Terms and Conditions of Sale are commodities whose prices are subject to significant and rapid volatility on international markets. A breach of contract by the buyer typically exposes the seller to a combination of the following types of loss, which are inherently difficult to quantify individually at the time of the breach: (i) the loss resulting from the resale of the goods, or of goods purchased to fulfil the seller's own supply commitments, at a price lower than the price agreed with the buyer; (ii) storage, insurance, credit insurance and financing costs incurred pending resale, recovery or release of the goods; (iii) administrative and collection costs, including legal and debt-recovery costs; and (iv) the loss of the opportunity to have sold the goods to another buyer at the market price prevailing at the time of the breach.
Having regard to the nature of the goods, the volatility of the relevant markets and standard industry practice, the buyer agrees that the percentage set out in Articles 5.3., 5.4. and 5.12. constitutes a reasonable pre-estimate, established in good faith at the time of conclusion of the contract, of the loss the seller could reasonably anticipate suffering as a result of the buyer's default, and that it does not manifestly exceed the extent of the foreseeable prejudice within the meaning of the Belgian Code of Economic Law.
This Article is without prejudice to the power of a competent court to moderate the amount of the liquidated damages in accordance with the Belgian Civil Code, where applicable.
6.1. The seller’s liability regarding quality, conformity, defects, assays, inspection, use and application of the goods shall exclusively be governed by Article 7 - “Claims / Inspection / Defects / Assays”.
6.2. The seller is never liable for damages resulting from wear and tear, improper use or faulty storage by the buyer or third parties, faulty or negligent handling, overloading or unsuitable equipment. The seller is also not liable for the consequences of the use of a delivery that has an obvious defect. Any advice given by the seller to the buyer is purely indicative and cannot in any way give rise to any liability on the part of the seller. Such advice does not relieve the buyer of its obligation to check the usability of the delivered goods before using them and to use the goods properly.
6.3. For damages that do not concern the delivered products themselves, the seller is only liable:
6.4. The seller's liability, irrespective of the legal grounds, is in any case limited to 100 % of the net invoice amount in question. The aforementioned limitation of liability shall not apply if liability is mandatory under statutory provisions, in particular liability under the Product Liability Act, and liability for gross negligence or intent. If the seller is liable for fraud or gross negligence, the seller's liability shall be limited to the reasonable damages that were foreseeable at the time of conclusion of the contract.
6.5. The above provisions also apply to the seller's agents or vicarious agents.
Notwithstanding any other provision of this Article 7, whenever a failure to comply with an inspection, sampling, notification, preservation or traceability requirement set out in this Article 7 would otherwise result in the forfeiture of the buyer's right to raise a claim, such claim shall nonetheless remain admissible if the buyer provides reliable documentary or analytical evidence, obtained in accordance with generally recognised industry standards, establishing that the alleged non-conformity, defect or discrepancy already existed at the time risk passed to the buyer. The seller may in turn rebut such evidence by demonstrating that the relevant failure has materially and irremediably prevented the seller from verifying the goods or the lot concerned. The buyer bears the burden of proof under this paragraph.
7.1. Upon delivery of the goods, the buyer must check that the goods delivered correspond in quantity, quality, type, assay and chemical analysis to the goods specified in the confirmation of sale. The buyer shall inspect the goods immediately upon receipt and prior to any use, processing, mixing, resale or incorporation into any production process. To enable identification and possible inspection procedures, the goods must be kept separate, complete, intact and under original seals. Subject to the introductory paragraph of this Article 7, the buyer forfeits his right to lodge a complaint regarding non-conformities or defects concerning the goods if it fails to comply with the foregoing.
7.2. Quality and weight shall be based on weight and assay certificates supplied by the seller and/or producer for each lot. However, if the buyer identifies a discrepancy exceeding 0.50% in weight and/or main element assay, or any impurity level exceeding the contractual specifications, the buyer may submit a claim in accordance with the present clause. Any difference in weight or assay not exceeding 0.50% shall not constitute a defect, non-conformity or breach of contract and shall be deemed full contractual performance by the seller.
Save where a chemical element, impurity, residual element or other characteristic (i) is expressly specified in the confirmation of sale or in the contract concluded with the buyer, or (ii) was expressly identified in writing by the buyer, prior to the conclusion of the contract, as material to its intended use of the goods and expressly accepted in writing by the seller, any such element, impurity, residual element or characteristic shall be deemed non-contractual, and its presence, absence or level shall not constitute a defect, non-conformity or breach of contract. This paragraph is without prejudice to any mandatory legal or regulatory requirement applicable to the goods, including without limitation applicable product safety, environmental, transport and chemical substances regulations.
7.3. In the event the transport is organized by the seller, the buyer shall immediately verify, before the departure of the carrier, the absence of any visible damage to the goods, packaging and means of transport including but not limited to holes, tears, broken pallets, damaged packaging, humidity, missing or broken seals or any other visible irregularity. Any such damage or irregularity must be expressly mentioned on the carrier’s copy of the CMR consignment note (box 2 and/or the carrier remarks section), notified to the carrier and immediately communicated to the seller in writing. Failure to make such reservations on the carrier’s CMR copy and to notify the carrier and the seller shall constitute unconditional acceptance of the goods and packaging and shall result in the forfeiture of any related claim, unless the buyer demonstrates that he was prevented from making such reservations for reasons beyond his reasonable control, in which case the buyer must notify the seller in writing without undue delay and in any event within 48 hours of delivery.
7.4. Should the buyer determine that the quantity or packaging of goods delivered does not correspond to that specified on the order, he must notify the seller of the fact by email within five (5) working days of receipt of the goods, together with sufficient substantiating evidence (such as a weighbridge ticket, scale ticket or measuring/tonnage certificate, as applicable). Subject to the introductory paragraph of this Article 7, a late notice shall result in a forfeiture of the buyer’s rights in this regard.
7.5. Subject to the introductory paragraph of this Article 7, any claim relating to quality, chemical composition, assays, sizing or conformity of the goods must be notified to the seller in writing within fifteen (15) calendar days from the date of delivery or unconditional release. Any claim shall only be admissible if the goods remain fully traceable to the originally delivered lot.
7.6. Any claim must be supported by complete assay reports, sampling reports and all relevant supporting documents issued by an internationally recognized and independent inspection company accepted by the seller. Sampling and analyses must be performed in accordance with internationally recognized industry standards and procedures applicable to the relevant material. Samples must be taken from the complete lot using representative sampling methods and procedures applicable to the relevant industry standards and the relevant material. Accepted internationally recognized sampling organizations include, without limitation:
The seller reserves the right to reject any analysis, sampling procedure or inspection report which:
7.7. In the event of disagreement regarding the results, a re-assaying and/or re-weighing procedure may be carried out by an independent umpire laboratory mutually agreed upon by the parties. The umpire’s result shall be final and binding upon both parties. Costs related to the umpire analysis, re-sampling and inspections shall be borne by the party whose results are the furthest from those of the umpire laboratory. The goods and the entire lot must remain available for joint inspection and umpire sampling.
7.8. Subject to the introductory paragraph of this Article 7, any claim shall be rejected, and the buyer shall forfeit any right to raise a claim relating to visible defects, hidden defects, non-conformity, quality, chemical composition, assays or quantity discrepancies if:
7.9. The intended use of the goods by the buyer is not part of the agreement, and the seller is in no way responsible for the application, processing, transformation or use made by the buyer or any third party of the goods delivered. The seller does not provide any warranty of merchantability or fitness for a particular purpose. Furthermore, all other warranties, whether express or implied, are fully excluded if permitted by law.
7.10. In all cases, the seller’s liability shall be strictly limited, at the seller’s sole discretion, either:
The remedy selected by the seller shall constitute the buyer’s sole and exclusive remedy for any claim relating to the goods.
In the event of reimbursement or replacement, the buyer shall return the goods to the selller in their original condition, complete, unused, unprocessed, uncontaminated, properly stored and in the same condition as at the time of the initial sale and delivery. Where the seller has accepted the buyer's claim as well-founded pursuant to this Article 7, the reasonable and duly documented costs of returning the goods (transport, handling and insurance) shall be borne by the seller, provided that the buyer uses the most cost-effective means of transport and packaging reasonably available. In all other cases, including where goods are returned pending resolution of a disputed claim, such return, handling, storage, transport and insurance costs shall remain at the buyer’s expense, unless otherwise agreed in writing by the seller. Failing compliance with the return conditionsset out in this paragraph, the buyer shall not be entitled to any reimbursement, replacement or credit note.
7.11. Under no circumstances shall the seller be liable for any indirect, consequential or incidental damages, including, but not limited to, loss of production, loss of profit, loss of business, production downtime, loss of finished products, recall costs, reprocessing costs or any third-party claims.
7.12. Any claim or dispute shall not entitle the buyer to suspend, delay, set-off or withhold payment of any invoice due to the seller.
7.13. In the event of contradiction between the present Article 7 and any other provision of these General Terms and Conditions, the present Article 7 shall prevail with respect to all claims relating to the goods.
8.1. The buyer’s personal data is only stored and processed for internal use, excluding any promotional purposes.
8.2. In accordance with the General Data Protection Regulation (GDPR), the buyer may
8.3. The personal data protection policy is available on the seller’s website.
9.1. The present general terms and conditions, as well as the contractual relationship between the parties, are governed by Belgian law. The application of the 1980 Vienna Convention on the International Sale of Goods is expressly excluded.
9.2. Any dispute relating to the formation, execution and interpretation of these general terms and conditions of sale as well as relating to all agreements to which they apply, which cannot be resolved amicably, is subject to Belgian law and to the exclusive jurisdiction of the courts of the judicial district of Liège.
9.3. These general terms and conditions are drafted in English, which is the official version and prevails over any other version provided as a translation. A translation into another language may be made available upon request; in the event of any discrepancy, ambiguity or conflict between the English version and such translation, the English version shall prevail.
9.4. The invalidity or illegality of one of the clauses provided for in these general conditions or in the contract concluded with the buyer shall in no way lead to the invalidity or nullity of the other clauses or other contractual provisions, which shall remain fully valid and applicable. The parties undertake to negotiate in good faith the drafting of a new clause to replace the clause declared invalid. |
