GENERAL TERMS AND CONDITIONS
General Information
These general terms and conditions shall apply to all of the contractual relationships, such as tenders, sale agreements, deliveries and services, entered into between the customer ("customer") and Vamatec based upon orders from the customer, particularly orders placed through our onine store or our catalogues, flyers or any other sales channels. These general terms and conditions shall also apply to the use of a user account (as defined below) and any other (including quasi-contractual) relationships between us and the customer.
Vamatec shall not accept any order unless the customer has accepted all of the terms and conditions contained in these general terms and conditions. The customer shall be deemed to have accepted these general terms and conditions upon receipt of confirmation from Vamatec or upon receipt of (partial delivery of) the goods ordered. Vamatec declines any amendment or addition to these general terms and conditions made by the customer, unless agreed otherwise in writing by an authorised representative of Vamatec. If an assignment, an order or any other correspondence from the customer includes any general terms and conditions that are contrary to, or constitute an addition to these general terms and conditions or to any of the terms and conditions contained in Vamatec’s order confirmation, and the fact that Vamatec has accepted such an order, shall not mean that Vamatec has accepted the terms and conditions of the customer. Vamatec fulfilling such an order shall not in any way mean that Vamatec waives any of the rights arising from these general terms and conditions or from the order confirmation from Vamatec.
The customer shall accept the use of electronic documents.
Vamatec does not accept any of the general terms and conditions of the customer, regardless of whether or not we may have expressly objected to those terms and conditions in a particular case. The use of the general terms and conditions of the customer is expressly excluded. The customer therefore waives the use of their general terms and conditions.
Our product range is specifically aimed at trade customers, i.e. partnerships, natural persons, legal entities, or any other organisations that have legal capacity and that enter into the contract in question in direct connection with their professional or business activities, and who are not making the purchase for personal, familial or domestic use. Our products and services are solely intended for business use. When the customer uses their user account or places orders through our sales channels, the customer unconditionally declares that they are purchasing and using the said goods and services solely for the aforementioned purposes, and that they are acting in a purely professional capacity and not as a consumer within the meaning laid down in the consumer protection legislation. Our product range is not aimed at minors. If goods are sold on or are exported, the customer takes full responsibility for ensuring that the processes fully comply with all the relevant legislation, including export controls.
Art. 1: Quotation - Pricing
Any quotations issued by Vamatec shall always be free of any obligation, and shall automatically expire within 30 days from the date of the quotation, unless they have been expressly accepted by the purchaser.
The pricing contained in the quotations/purchase orders shall always be expressed in euros, excl. VAT, recycling costs (Recupel) and/or any other fiscal duties or levies.
The price quoted shall always be the net price, and shall apply to all goods delivered from our warehouses.
The price shall always exclude insurance and storage costs, goods processing costs, transport costs and any customs duties or other taxes, and all of these costs shall be borne by the purchaser.
Any terms and conditions/clauses that differ from the general terms and conditions shall be expressly mentioned in the quotations/purchase orders.
The quotations/purchase orders shall only refer to the goods and/or works described.
Any goods or works that are not expressly described in the Vamatec quotations shall always be invoiced at the price in force on the date of the order, or performed at the hourly rate.
Art. 2: Orders
All sales entered into by Vamatec shall become binding upon signature of the quotation or of the purchase order by the customer.
Vamatec reserves the right to cancel orders if the goods ordered cannot be made available by the manufacturer or the supplier, and this without the purchaser having any right to claim any compensation from Vamatec.
Vamatec also reserves the right to cancel orders if the purchaser is in breach of contract, or requests a payment to be postponed or an arrangement with creditors, or if their property becomes subject to a seizure order, either in whole or in part, etc., or if the purchaser finds themselves in a position in which all their term debt becomes payable upon demand by law.
If Vamatec cancels the order in one of the aforementioned cases, the purchaser shall not be entitled to claim any compensation from Vamatec.
If the purchaser cancels the order, Vamatec reserves the right, in accordance with common law, to either demand performance of the agreement, or the dissolution of the agreement, with the purchaser being required to pay a fixed amount of compensation equivalent to 30% of the order value, and this without prejudice to the payment of the costs incurred by the cancellation of the order.
With regard to orders placed through the online store: the customer initiates the order process by clicking on the ‘Calculate’ button. The customer can log in with their log-in details or create a user account. The customer can check and amend the information entered at every stage of the ordering process. Just before the customer places the order, the details of the order are briefly displayed again for final checking by the customer and to be amended, if necessary. By subsequently clicking on the button ‘Payment/Next’ at the end of the ordering process, the customer places the order and thus makes a binding offer to purchase the goods displayed on the order page. The customer is then asked to select the payment method.
As soon as possible after the order is received by our online store, Vamatec shall send the customer an acknowledgement of receipt (usually by e-mail or fax). This acknowledgement of receipt shall not constitute an acceptance of the offer, unless the offer is expressly accepted in that acknowledgement of receipt. If the order confirmation does not include an express acceptance of the offer, a binding sale agreement shall only come into existence when Vamatec informs the customer that the goods have been despatched. This message is usually sent by e-mail or fax. The customer cannot revoke their order before the reasonable period of acceptance of an offer by Vamatec, as laid down in these general terms and conditions, has expired.
With regard to orders that are placed through the online store: the ordering process offers the customer the opportunity to print the order details. We shall store the details of every order for a reasonable period of time. The customer shall have access to these details and will be able to consult them and print them by means of their user account. The acknowledgement of receipt shall provide the customer with all the order details, as well as a link to these general terms and conditions. The customer can also store and print these general terms and conditions. The most up-to-date version of the general terms and conditions can also be viewed on the on-line store under the heading "General Terms and Conditions", where the general terms and conditions can be viewed, downloaded and printed.
Art. 3: Payment Terms and Conditions
All sales by Vamatec, other than over-the-counter or cash sales, shall be payable within 30 days from the date of invoice. Unless otherwise agreed in writing, all invoices shall be payable at the registered address of Vamatec in Deinze and always in euros.
Any invoice that is not paid on the due date shall ipso jure and without any prior notice of default incur late payment interest with effect from the date of the invoice at the Vamatec cash credit rate, with a minimum of 7% per annum, which shall be further increased by compensation equivalent to the conventional invariable rate of 10% of the total invoice amount and with a minimum charge of EUR 75.00, without prejudice to the payment of any legal costs and compensation for collection and lawyers’ fees in accordance with the Late Payment Act of 02.08.2002.
Any invoice that is not paid in full on the due date shall result in all other invoices falling due immediately and without any prior notice of default, even if these invoices have not yet fallen due or if these are subject to payment terms.
Any bank and exchange charges associated with the payment of the invoices shall always be borne by the purchaser/party placing the order.
The invoice amount, unless expressly agreed otherwise, shall always be a net amount, which cannot and must not be discounted further, such as, for example, (although this list is not exhaustive) a discount for payment in cash, discounts for large quantities, etc.
Unless expressly agreed otherwise in writing, the offsetting of debt shall not be permitted.
Any terms and conditions or clauses that vary from the general terms and conditions shall always be expressly mentioned on our quotations, invoices or notified separately in writing to the purchaser/party placing the order.
Art. 4: Guarantees – Security
Vamatec reserves the right to demand guarantees from the purchaser/party placing the order at any time, even whilst the order is in progress.
If the purchaser/party placing the order refuses to provide the guarantee/ security, Vamatec reserves the right to unilaterally cancel the order, either in whole or in part, without the purchaser/party placing the order being entitled to claim any compensation from Vamatec, and without prejudice to the right of Vamatec to claim compensation from the purchaser/party placing the order.
In the order is subject to finance, the order shall only become final subject to the written agreement of the banking or lending institution and signature of one or several payment promises by the purchaser.
If finance is refused, Vamatec also has the right to unilaterally cancel the entire order, without the purchaser/party placing the order being entitled to claim compensation from Vamatec, and without prejudice to the right of Vamatec to claim compensation from the purchaser/party placing the order.
Art. 5: Delivery Dates
The dates of delivery, despatch and performance stated are purely for information purposes.
Under no circumstances shall any delay in the delivery, despatch, performance, or a partial delivery, on whatever grounds, give rise to any cancellation/dissolution of the order by the purchaser or give rise to any payment of compensation by Vamatec.
Vamatec declines any liability for any direct or indirect loss or damage suffered by the customer as a result of any delay in the delivery, despatch or performance, caused for example, by a delay in production.
If the performance of works incurs a particular delay, the client shall have to show understanding and accept this.
In the event of force majeure (such as, for example, a shortage of raw materials, strikes, a lack of means of transport, damage to or destruction of our premises, unanticipated government decisions, weather conditions, war, operational problems, supplies not available at an economically viable price (non-exhaustive list)), Vamatec always reserves the right to unilaterally dissolve the agreement and this without the purchaser/party placing the order being entitled to claim any type of compensation from Vamatec.
However, Vamatec can also opt to postpone the date of delivery/despatch/performance without the purchaser/party placing the order being entitled to claim any compensation from Vamatec.
Art. 6: Complaints
Upon receipt of the goods, the customer shall check the quantities delivered and the goods themselves, and the delivery note shall be signed as proof of receipt.
Only complaints mentioned on the delivery note shall be accepted. Accepting the delivery subject to conditions is not acceptable if no complaint is listed on the delivery note.
The fact that the customer makes use of the goods supplied shall always mean that the goods have been accepted, and shall therefore not be able to give rise to any complaints on the grounds of visible defects.
Any complaints with regard to non-visible defects of goods or works and/or invoicing complaints shall always be made in writing and by registered post within 5 days from the date of delivery of the goods or works, or from the date of invoice, and the reason for the complaint shall always be stated.
The purchaser shall have to provide proof of any complaint that is not accepted by Vamatec.
Payment of the invoices or final settlement thereof shall never be dependent upon any replacement or repair of the goods or works supplied.
Art. 7: Retention of Title Clause
Vamatec shall retain title of any goods sold, including the components, until the amount invoiced has been paid in full by the purchaser, or if applicable, until full settlement of the last payment instalment and including any interest, compensation and additional (court) costs that may be due.
Retention of title by Vamatec shall also apply in the event of bankruptcy of the purchaser pursuant to Art. 101 and following of the Bankruptcy Act, as well as in the event of seizure by a court bailiff, and this regardless of whether or not the invoices concerned have been filed with the Commercial Court registry.
Until full payment has been made, the goods supplied shall not be sold, exchanged, given away, moved or relinquished to any third party, or be pledged, by the purchaser.
If these goods should become subject to a seizure order, the purchaser shall immediately inform Vamatec accordingly, and the purchaser shall inform the court bailiff of these terms and conditions.
Art. 8: Guarantee - Liability
The goods supplied or works performed by Vamatec shall be guaranteed against any defects arising from their normal and intended use.
If any item of the goods supplied becomes faulty within 6 months, or 12 months in the case of machinery (both terms to be calculated from the date of despatch or delivery), or if the purchaser can prove that the item in question was faulty at the time of delivery, then Vamatec shall replace or repair the item concerned.
The guarantee shall always be limited to the replacement of the goods or components. The labour and/or any travelling expenses shall always be borne by the customer.
In the event of a return, the faulty goods shall be returned to the registered office of Vamatec at the expense of the purchaser, unless expressly agreed otherwise.
The guarantee shall only ever cover faulty goods or components. Vamatec therefore declines any liability for any direct or indirect loss or damage suffered by the customer, such as, for example, due to a delay in production.
Modifications by the customer or by third parties to works performed and/or to materials used, accidents or erroneous use of the goods/equipment supplied shall not give rise to the aforementioned guarantee.
Any complaints concerning damaged goods caused by weather conditions, as well as fire, water, intense heat, overloading or other unforeseeable circumstances, shall not be accepted under any circumstances.
Vamatec declines any liability for any loss or damage to immovables in general, buildings and/or their contents, or for any loss or damage suffered by goods or persons.
The guarantee/liability of Vamatec shall in any case always be expressly limited to the price of the goods supplied/works performed by Vamatec.
Art. 9: Transport
Any deliveries within Belgium shall be carriage paid for all deliveries in excess of EUR 300,00 excl. VAT and other duties. For any deliveries below that value or for deliveries abroad, the customer shall bear the cost of the transport at the rate charged by Vamatec at that time.
The deliveries shall leave the Vamatec warehouses, including packaging, and shall be deemed to be accepted by the purchaser upon departure.
The goods shall therefore always be loaded, transported and delivered at the risk of the purchaser.
Art. 10: Acceptance – Take-back
The fact that the goods supplied have been used, either in whole or in part, shall mean that the entire consignment has been accepted.
Goods sold shall not be taken back, unless agreed otherwise in writing, and providing the goods are still packaged in their original unopened packaging.
If the goods are taken back, a take-back charge equivalent to 10% of the net sale price shall be invoiced, with a minimum charge of EUR 10.00.
Vamatec shall never take back any packaging or pallets.
Art. 11: Cancellation of the Agreement
If the purchaser cancels the order, refuses the goods ordered, or orders the works to be stopped, a fixed minimum charge equivalent to 30% of the total amount of the order shall be payable by the purchaser/party placing the order.
If the cancellation of the agreement by the purchaser incurs any loss or damage that exceeds the aforementioned minimum charge, the purchaser shall also be obliged to pay this loss or damage.
In the event of non-compliance with the payment terms and conditions or any other terms and conditions, Vamatec always reserves the right to unilaterally suspend or cancel the entire order, without the purchaser/party placing the order being entitled to any compensation from Vamatec, and without prejudice to the right of Vamatec to claim compensation from the purchaser.
Art. 12: User Account
The customer shall have the opportunity to register and to create a personal user account. Each customer shall only be entitled to one user account. Registration, activation and the use of the user account shall be free of charge. Vamatec shall activate the user account after having checked the registration, and if deemed necessary, also the creditworthiness of the applicant. We are not in any way obliged to accept the registration of a customer.
All of the information supplied by the customer shall be true, accurate and complete. Any subsequent amendments to the information supplied shall be communicated immediately, particularly if the customer no longer acts as a trade customer.
If the customer breaches the law, these general terms and conditions or any other contractual terms and conditions, Vamatec reserves the right to deny access (to certain aspects of) to the online store, or to temporarily suspend the user account, to irrevocably delete the user account, or to take any other measures it considers reasonable and appropriate (virtual domestic authority).
The customer shall be entitled to cancel their user account at any time without stating any reasons. The suspension or removal of the user account shall not in any way affect the rights and obligations, which the customer has previously been entitled to or has entered into.
The customer shall not be permitted to transfer their user account or any of the rights and obligations arising from it to any third party without our prior written permission. The customer accepts and agrees that their user account shall not be shared with any third party and shall not be used for private purposes (consumer purchases). The customer shall be deemed to have approved the use of their user account. The customer thus authorises the user of their user account to perform transactions on behalf of the customer. By supplying the products to the user of the user account and by following the latter’s instructions, we shall have fulfilled our obligations to the customer.
The customer shall keep their log-in details secret, and shall ensure that access to their user account is duly restricted. In particular, the customer shall protect their log-in details against loss, theft and any unauthorised use. The customer shall immediately inform us in writing (fax or e-mail) in the event of loss, theft or unauthorised use of their user account. Until such notification, the use of the user account shall be deemed to have been authorised by the customer, and any purchases performed with the use of the user account shall be deemed to be binding upon the customer, and deemed to have been performed on behalf of the customer.
Art. 13: Disputes
Any disputes that may arise shall be settled solely by the Courts located within the district of the registered office of Vamatec, in particular the Magistrates’ Court of the Canton of Deinze and the Ghent Commercial Court of First Instance, depending on the jurisdiction ratione materiae.