General Terms and Conditions
Article 1 – Definitions
In these General Terms and Conditions, the following terms shall have the following meanings:
- Company: the private limited company R. and J. Leysen, with its registered office at Herentalsebaan 406, box UNIT D5, 2160 Wommelgem, with company number 0404.840.584 and with business address at the registered office, email@example.com.
- Customer: Any natural person or a legal person who is a Company according to Article 1, paragraph 1, subparagraph 1 of the Economic Code and who is not a consumer within the meaning of Article 1, paragraph 1, subparagraph 2 of the same Code, whereby the term consumer is understood to mean ‘any natural person who is acting for purposes which are outside of their trade, business, craft or profession’.
- Products: all tangible movable items that can be purchased by the Customer from the Company, including all bakery products in the broadest sense, ranging from fruit syrups to all other foodstuffs and supplies.
- Product List: description of the Products offered.
- Price list: the amount of money to be paid for the Product listed.
- Order form: the written confirmation of the order placed by the Customer.
- Waybill: the written confirmation of the collection of the Products from the Company.
- Act of 2 August 2002: the Act on combating late payment in commercial transactions (Belgian Official Gazette 07.08.2002).
Article 2 – Applicability
- These General Terms and Conditions apply to every offer and order made between the Company and its Customer.
- The Company shall make its General Terms and Conditions available along with its Price List, its Purchase Order, the waybill, the invoice whereby the front refers to the back, and on its website.
- In the event of conflicting terms and conditions, the Company may always invoke the applicable provision that is most favourable to it.
- The Customer acknowledges and accepts the General Terms and Conditions. These General Terms and Conditions shall take precedence over the Customer’s General Terms and Conditions. Deviations from this are not allowed unless explicitly agreed otherwise in writing between the parties.
- The Company reserves the right to amend these Terms and Conditions at any time by publishing a new version. Any order placed after the publication on the Price List, invoice, Order Form, or website implies acceptance of this latest version.
Article 3 – Offers and prices
- If an offer is of limited duration or is made subject to conditions, this shall be expressly stated in the offer.
- The description in the Product List is sufficiently detailed to enable the Customer to make a proper assessment of the offer. The specified sizes, weights, and colours are indicative parameters. The Company expressly reserves the right to deviate from this.
- Each offer contains such information that it is clear to the Customer what rights and obligations are attached to accepting the offer.
- The prices in the Price List are always in euros (€) and exclude VAT and any import or import duties or levies in the broadest sense of the word. All increases in the VAT rate and any import rates or import duties or levies – and this in the broadest sense of the word – in the period between the order and the delivery shall be borne by the Customer. Orders shall be invoiced according to the prices and conditions in force at the time of acceptance of the order.
- If the Customer chooses to collect their order from the Company’s business address, no collection discount will be granted.
- If the Customer chooses to have their order delivered, no delivery costs will be charged unless an external supplier must be used, such as, but not limited to, deliveries outside Belgium.
- The Company has the right to increase the price of the Products. Customers will be informed of this by means of the Price List, the Order Form, and the invoice.
Article 4 – Placing orders
- Customers may place an order by telephone, email, directly from the Company, or through a representative at the Customer’s premises.
- For each order, a Purchase Order shall be made out in duplicate with a unique order number, one Purchase Order being for the Customer and one for the Company. This Order Form will be issued upon delivery.
- In the event that a Customer places a remote order and chooses to have the order delivered to their place of business in their absence (see Article 5), the Customer expressly agrees that the Company may leave the Order Form for the Customer at the Customer’s place of business as evidence of the remote order. The Company shall take a copy of their own Order Form back with it. Both Order Forms will note that the Customer was not present.
- Customers must always state the unique order number in all communications concerning the order.
- The Customer is considered solely responsible for the order and payment. If the order has been carried out by a third party, this shall be considered have been done in the name and on behalf of the Customer.
Article 5 – Delivery
- The Company shall observe all reasonable measures when receiving and processing orders.
- If the Customer chooses delivery, the place of delivery shall be the address which the Customer has made known to the Company.
- If the Customer chooses to have goods delivered in their absence, they shall provide the Company with a key or code for their business or the exact delivery location.
- Delivery is always made when the Products leave the Company. The risk of loss or damage to the Products shall pass to the Customer upon delivery of the Products to the carrier or upon their leaving the Company.
- The ownership of the Products shall remain with the Company until the time of payment and the Company shall have the right to revindicate in respect thereof.
- Delivery shall be made on the date agreed upon by the Customer and the Company.
Article 6 – Invoice and payment
- The Customer will receive an invoice with a unique invoice number after every order.
- The invoice is payable in cash, unless otherwise stipulated on the invoice, to the Company’s account number with IBAN no. BE97 3200 5953 6549. The Customer must always state the invoice number.
- The Customer also has the option of paying the invoice in cash at the Company; the Customer cannot claim a discount unless otherwise agreed.
- In the event of a third letter (reminder, summons, notice of default, etc.) from the Company to the Customer (electronic or analogue) for an unpaid invoice, €10 in costs excluding VAT will be charged per letter without further notice.
- Default interest is payable pursuant to Article 5(1) of the Act of 2 August 2002. This default interest shall start as from the day after the due date of the invoice, without prior notice of default. Default interest is 12% until the day of full payment. The statutory interest rate is 12%.
- In the event of non-payment on the due date, the creditor shall be entitled to reimbursement of the collection costs pursuant to Article 6 of the Act of 2 August 2002. The extrajudicial collection costs are in the amount of 15% of the principal amount of the overdue invoice. The judicial collection costs shall be equal to the costs actually borne by the Seller.
- In the event of non-payment on the due date, any amount still owing shall be increased, without further notice, by a compensation of 10% of the invoice amount, with a minimum of €50.00.
- Each payment is always charged to the oldest outstanding invoice.
Article 7 – Compliant Products and complaints
7.1. Compliant products
- The Company undertakes to deliver the Products which, subject to the deviations provided for in Article 3, para. 2, are in accordance with the agreement and free from defects.
- If the Products do not comply with the agreement, or the Products show defects, the Customer must submit a complaint about the delivery in writing within 8 working days, failing which the delivery shall be deemed to have been accepted. The burden of proof of this lies with the Customer.
- As soon as the delivery has been accepted, the Customer may no longer invoke Article 1184 of the Civil Code to dissolve the contract on the grounds of non-acceptance.
- However, the Customer may lodge a complaint with the Company at any time up to 1 month after delivery at the latest.
- A lack of conformity is deemed not to exist within the meaning of this Article if, at the time of placing the order, the Customer was aware or should reasonably have been aware of the lack of conformity.
- A lack of conformity is deemed not to exist if it is the result of negligence or misuse by the Customer.
- The Company is not responsible for defects that are visible and that the Customer has been able to observe personally.
- The Company is not obliged to indemnify the Customer for hidden defects of which they were unaware. However, the Company shall be deemed to have known any defects present on the Products at the time of entering into the Agreement unless it proves that it could not have known of them in spite of all precautions.
- If the Customer is of the opinion that a Product is defective, they shall inform the Company thereof in writing.
- The Company shall provide the Customer with a new Product in the event of a clearly justified complaint.
Article 8 – Liability and force majeure
- The Company cannot be held liable for damage to people, goods, services, etc. that is the direct or indirect result of the Products, except in the case of fraud or deception.
- The Company shall take all reasonable measures to comply with its obligations. Except in the case of fraud or deception, it shall not be liable for any errors or delays.
Article 9 – Applicable law and competent courts
- The relations between the Customer and the Company shall be governed exclusively by Belgian law. Any dispute shall be subject to the jurisdiction of the courts of the judicial area of Antwerp, Antwerp District.