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Terms and Conditions of Sales
1. Scope of application
The present general conditions of sale are applicable to all orders placed by the purchaser with the seller and to all our sales contracts, including any ancillary services. These general terms and conditions of sale exclude, in the absence of written acceptance by the seller, all general and special terms and conditions of purchase of the buyer. No deviation from these general terms and conditions of sale shall be permitted without written confirmation by the seller. Any order shall be accepted by Seller only by written confirmation thereof to Buyer or by actual delivery of the Products. Unless proven otherwise, the buyer acknowledges having received a copy of these terms and conditions of sale.
2. Price and payment
Unless otherwise agreed, our prices are exclusive of VAT. The selling price is the price indicated on our price list in force on the day of the conclusion of the sale or the placing of the order. In order to pay for the products sold, the seller reserves the right to require the provision of additional guarantees, such as payment by bill of exchange, the submission of a certified cheque or the provision of a bank guarantee, at his discretion. Buyer authorizes Seller to revise the agreed total price up to a maximum of 80% of such price in accordance with the increase, between the conclusion of the sale and its execution, of the actual cost of the following parameters: goods, raw materials, wages, energy and exchange rate variation between the currency of purchase of the raw materials and/or goods and the currency of sale of the products, it being understood that these parameters shall apply up to the portion of the price corresponding to the cost they represent.
Unless otherwise stipulated, all our invoices are payable in Euro, at the seller's registered office. Any complaint relating to the invoice must be notified to the seller within 15 days of its receipt at the latest, failing which it will not be taken into account. In the event of non-payment of any invoice on the due date, the buyer shall owe the seller, by operation of law and without prior notice, interest in an amount equal to the following rate: the rate mentioned in article 5 of the law of August 2, 2002 concerning the fight against late payment in commercial transactions, i.e. 10% of the amount invoiced. Any unpaid invoice on the due date will result in the debiting, by right and without formal notice, of a fixed indemnity of the sum in principal, interests and expenses with a minimum amount of 250 EUR. In the event of legal collection of any invoice, the buyer shall, in addition, be liable for reasonable collection costs, such as attorney's fees and internal management costs, which would exceed the amount of this fixed compensation. In the event of non-compliance by the purchaser of a single payment deadline, and this, for whatever reason, all subsequent payments will be made at the time of placing the order of the Civil Code.
3. Delivery
Our products are delivered to the buyer at the buyer's registered office or place of business. Consequently, the seller bears the transport and the risks related to the products until they are taken possession of by the buyer or, failing that, as soon as they are put at his disposal. In the event that the buyer designates another place of delivery, the removal and, if necessary, the storage of the products shall be at the buyer's risk and expense. Delivery times are given as an indication. No delay in delivery may give rise to termination of the sales contract by the seller or the buyer. In addition, the seller has the right to refuse to sell its products depending on the availability and sufficiency of its stocks, or for any other legitimate reason, and retains the right to make partial deliveries.
For all installations, a rate determined by the vendor applies. The same rate applies for any de-installation.
4. Property reserve
WeNap remains the sole owner of the intellectual property rights on its creations and achievements. The creations and realizations of WeNap can be used by the customer only within the framework of the agreements concluded with WeNap, except preliminary agreement. The delivered products remain the property of the seller until full payment of the price, including interest on arrears and any compensation. In case of non-payment of the price on the due date, the seller has the right to take back the products at the expense of the buyer. The buyer undertakes to inform the seller of any seizure by a third party of the products sold for which the price has not been paid in full. Likewise, the buyer undertakes to inform the seller immediately in the event that the delivered and unpaid products are located in premises rented by the buyer.
5. Warranty
Any denunciation of an apparent defect or a defect of conformity affecting the delivered products must be notified to the salesman in the 7 days of the delivery of the products. Any denunciation of a hidden defect of the delivered products will have to be notified to the salesman in the 15 days of the discovery of these defects by the purchaser or as from the moment when it could have reasonably discovered them. Any legal action relating to latent defects must be brought within 30 days of the discovery of the defects by the buyer, or from the day when he could reasonably have discovered them, or from the day when talks for an amicable settlement fail. No product may be returned to the seller without the seller's prior written consent. During a period of 5 years from the delivery of the products, the seller's warranty is limited exclusively to the repair or replacement of the defective products and accessories, or to the restitution or reduction of the invoiced price, without further compensation. Furthermore, the seller's liability is excluded in the event of damage caused jointly by a defect in the delivered products and by the fault of the victim or of a person for whom the victim is responsible. The warranty expires after this period of 5 years.
6. Termination and breach of contract by the seller
In the event of unilateral termination of any sale by the buyer, the buyer shall owe the seller, by way of compensation, a sum equal to 30% of the value of the sale price excluding VAT. Each party shall have the right, after a formal notice which has remained unsuccessful for 15 days, to terminate the agreement by operation of law in the event that the other party fails to perform all or part of its obligations, without prejudice to the right of rescission provided for in Article 5. Except in the event of force majeure and without prejudice to the preceding paragraph, in the event that the seller remains in default of performance of any obligation under the agreement causing prejudice to the buyer and after receipt of a formal notice to which he has not responded for 15 days, the seller shall owe the buyer compensation equal to 10% of the value of the order excluding VAT.
7. Force majeure
The occurrence of any event, such as, in particular, all interruptions of production, transport or delivery, strikes, lock-outs, embargoes, wars, terrorist attacks or consequences of attacks, shortage of raw materials, epidemics, bad weather and more generally, any event of a similar nature affecting the parties or their suppliers and delaying or rendering impossible the performance of their respective obligations, shall suspend the performance of their respective obligations. The party invoking such an event shall notify the other party as soon as possible of the proof of its occurrence. The performance of its obligations will be suspended until notification of the end of the event, it being understood that neither party may claim any compensation from the other party. The parties will make every effort to reduce the difficulties and/or damages caused. If the force majeure lasts more than 60 days, the parties will make every effort to renegotiate the subsequent performance of the sales contract. If no agreement is reached, either party shall have the right to terminate the contract by giving notice to the other party.
8. Privacy protection
The processing by the seller of personal data received from the buyer is intended for the execution of this agreement, customer administration, promotion of the seller's products and services, and the establishment of personalized information and direct marketing campaigns, including by means of electronic mail. At any time, the buyer has the right to access, control and rectify, free of charge, the personal data concerning him/her in accordance with the law of December 8, 1992 on the protection of privacy with regard to the processing of personal data. The person responsible for the processing of the data is the managing director of the seller.
9. Generalities
The invalidity or unenforceability of one of the clauses of these general terms and conditions shall not affect the validity or enforceability of the other clauses. The fact that the seller does not avail itself of these general terms and conditions of sale at a given moment, cannot be interpreted as a renunciation to avail itself of them later. Any communication or notification between the parties shall be validly made by registered letter, faxed mail, e-mail with acknowledgement of receipt, for the seller, at its registered office and for the buyer, at its registered office or domicile.
10. Applicable law and jurisdiction
The present general conditions are governed by Belgian law, even in the event of a guarantee call. Any dispute relating to the formation, execution, interpretation of these general conditions of sale and which cannot be resolved amicably, is subject to the exclusive jurisdiction of the courts of Brussels, except if the purchaser acts for non-professional purposes, in which case, the dispute is subject, at the choice of the plaintiff, to the jurisdiction of the courts designated by Article 624, 1°, 2° or 4° of the Judicial Code.