General Terms and Conditions – MEMBRI.BE
- Article 1 – Definitions
- Article 2 – Identity of the entrepreneur
- Article 3 – Applicability
- Article 4 – The offer
- Article 5 – The agreement
- Article 6 – Right of withdrawal
- Article 7 – Obligations of the consumer during the reflection period
- Article 8 – Exercise of the right of withdrawal by the consumer and costs thereof
- Article 9 – Obligations of the entrepreneur in the event of withdrawal
- Article 10 – Exclusion right of withdrawal
- Article 11 – The price
- Article 12 – Compliance and extra guarantee
- Article 13 – Delivery and execution
- Article 14 – Duration transactions: duration, cancellation and extension
- Article 15 – Payment
- Article 16 – Complaints procedure
- Article 17 – Disputes
- Article 18 – Additional or different provisions
- Article 19 – Invoice conditions
Article 1 – Definitions
In these terms and conditions the following definitions apply:
- Additional agreement: an agreement whereby the consumer acquires products, digital content and/or services in connection with a distance contract and these items, digital content and/or services are supplied by the entrepreneur or by a third party on the basis of an agreement between that third party and the entrepreneur;
- reflection time: the period within which the consumer can make use of his right of withdrawal;
- Consumer: the natural person who is not acting for purposes related to his trade, business, craft or profession;
- Day: calendar day;
- Digital content: data produced and supplied in digital form;
- Term Agreement: an agreement that extends to the regular delivery of goods, services and/or digital content during a certain period;
- Durable data carrier: any tool – including e-mail – that enables the consumer or entrepreneur to store information that is personally addressed to him in a manner that prevents future consultation or use during a period that is tailored to the purpose for which the information is intended, and which allows unaltered reproduction of the stored information;
- Right of withdrawal: the option of the consumer to cancel the distance contract within the cooling-off period;
- Entrepreneur: the natural or legal person who offers products, (access to) digital content and/or services to consumers at a distance;
- Distance contract: an agreement concluded between the entrepreneur and the consumer in the context of an organized system for distance selling of products, digital content and/or services, whereby exclusive or joint use is made of one or more remote communication techniques;
- Model withdrawal form: the European model withdrawal form included in Appendix I of these terms and conditions;
- Remote communication technology: means that can be used for concluding an agreement, without the consumer and entrepreneur having to meet in the same room at the same time.
Article 2 – Identity of the entrepreneur
West Flanders, Belgium
+32 (0)51 807 708
If the activity of the entrepreneur is subject to a relevant licensing system: the
information about the supervisory authority.
If the entrepreneur practices a regulated profession:
- the professional association or organization to which he is affiliated;
- the professional title, the place in the EU or the European Economic Area where it was awarded;
- a reference to the professional rules that apply in the Netherlands and indications where and how these professional rules are accessible.
Article 3 – Applicability
- These general terms and conditions apply to every offer from the entrepreneur and to every distance contract concluded between the entrepreneur and the consumer.
- Before the distance contract is concluded, the text of these general terms and conditions is made available to the consumer. If this is not reasonably possible, the entrepreneur will indicate, before the distance contract is concluded, how the general terms and conditions can be viewed at the entrepreneur and that they will be sent free of charge as soon as possible at the request of the consumer.
- If the distance contract is concluded electronically, notwithstanding the previous paragraph and before the distance contract is concluded, the text of these general terms and conditions can be made available to the consumer electronically in such a way that the consumer can can be stored in a simple way on a durable data carrier. If this is not reasonably possible, before the distance contract is concluded, it will be indicated where the general terms and conditions can be consulted electronically and that they will be sent free of charge at the request of the consumer electronically or otherwise.
- In the event that specific product or service conditions apply in addition to these general terms and conditions, the second and third paragraphs apply mutatis mutandis and the consumer can always invoke the applicable provision that is most favorable to him in the event of conflicting conditions. .
Article 4 – The offer
- If an offer has a limited period of validity or is made subject to conditions, this will be expressly stated in the offer.
- The offer contains a complete and accurate description of the products, digital content and/or services offered. The description is sufficiently detailed to allow a proper assessment of the offer by the consumer. If the entrepreneur uses images, these are a true representation of the products, services and/or digital content offered. Obvious mistakes or obvious errors in the offer are not binding on the entrepreneur.
- Each offer contains such information that it is clear to the consumer what rights and obligations are attached to the acceptance of the offer.
Article 5 – The agreement
- Subject to the provisions of paragraph 4, the agreement is concluded at the time of acceptance by the consumer of the offer and compliance with the associated conditions.
- If the consumer has accepted the offer electronically, the entrepreneur will immediately confirm receipt of acceptance of the offer electronically. As long as the receipt of this acceptance has not been confirmed by the entrepreneur, the consumer can dissolve the agreement.
- If the agreement is concluded electronically, the entrepreneur will take appropriate technical and organizational measures to secure the electronic transfer of data and ensure a safe web environment. If the consumer can pay electronically, the entrepreneur will observe appropriate security measures.
- Within legal frameworks, the entrepreneur can inform himself whether the consumer can meet his payment obligations, as well as about all those facts and factors that are important for a responsible conclusion of the distance contract. If, on the basis of this investigation, the entrepreneur has good reasons not to enter into the agreement, he is entitled to refuse an order or request with reasons or to attach special conditions to the execution.
- The entrepreneur will send the following information to the consumer at the latest upon delivery of the product, service or digital content, in writing or in such a way that it can be stored by the consumer in an accessible manner on a durable data carrier:
- the visiting address of the establishment of the entrepreneur where the consumer can go with complaints;
- the conditions under which and the manner in which the consumer can make use of the right of withdrawal, or a clear statement regarding the exclusion of the right of withdrawal;
- the information about guarantees and existing after-sales service;
- the price including all taxes of the product, service or digital content; to the extent applicable, the costs of delivery; and the method of payment, delivery or performance of the distance contract;
- the requirements for terminating the agreement if the agreement has a duration of more than one year or is of indefinite duration;
- if the consumer has a right of withdrawal, the model withdrawal form.
- In the case of a long-term transaction, the provision in the previous paragraph only applies to the first delivery.
Article 6 – Right of withdrawal (Download form)
- The consumer can dissolve an agreement with regard to the purchase of a product during a reflection period of at least 14 days without stating reasons. The entrepreneur may ask the consumer for the reason for withdrawal, but not oblige him to state his reason(s).
- The reflection period referred to in paragraph 1 starts on the day after the consumer, or a third party designated in advance by the consumer, who is not the carrier, has received the product, or:
- if the consumer has ordered several products in the same order: the day on which the consumer, or a third party designated by him, has received the last product. The entrepreneur may, provided he has clearly informed the consumer about this prior to the ordering process, refuse an order for several products with different delivery times.
- if the delivery of a product consists of several shipments or parts: the day on which the consumer, or a third party designated by him, has received the last shipment or the last part;
- in the case of agreements for regular delivery of products during a certain period: the day on which the consumer, or a third party designated by him, has received the first product.
For services and digital content that is not provided on a tangible medium:
- The consumer can dissolve a service agreement and an agreement for the supply of digital content that has not been delivered on a tangible medium for a minimum of 14 days without stating reasons. The entrepreneur may ask the consumer for the reason for withdrawal, but not oblige him to state his reason(s).
- The reflection period referred to in paragraph 3 commences on the day following the conclusion of the agreement.
Extended cooling-off period for products, services and digital content that is not delivered on a material medium in the event of not informing about the right of withdrawal:
- If the entrepreneur has not provided the consumer with the legally required information about the right of withdrawal or the model withdrawal form, the reflection period will expire twelve months after the end of the original reflection period determined in accordance with the previous paragraphs of this article.
- If the entrepreneur has provided the consumer with the information referred to in the previous paragraph within twelve months after the commencement date of the original cooling-off period, the cooling-off period will expire 14 days after the day on which the consumer received that information.
Article 7 – Obligations of the consumer during the reflection period
- During the cooling-off period, the consumer will handle the product and packaging with care. He will only unpack or use the product to the extent necessary to determine the nature, characteristics and functioning of the product. The basic principle here is that the consumer may only handle and inspect the product as he would be allowed to do in a store.
- The consumer is only liable for depreciation of the product that is the result of a way of handling the product that goes beyond what is permitted in paragraph 1.
- The consumer is not liable for depreciation of the product if the entrepreneur has not provided him with all legally required information about the right of withdrawal before or at the conclusion of the agreement.
Article 8 – Exercise of the right of withdrawal by the consumer and costs thereof
- If the consumer makes use of his right of withdrawal, he will report this to the entrepreneur within the cooling-off period by means of the model withdrawal form or in another unambiguous manner.
- As soon as possible, but within 14 days from the day following the notification referred to in paragraph 1, the consumer returns the product or hands it over to (an authorized representative of) the entrepreneur. This is not necessary if the entrepreneur has offered to collect the product himself. The consumer has in any case observed the return period if he returns the product before the reflection period has expired.
- The consumer returns the product with all accessories supplied, if reasonably possible in its original condition and packaging, and in accordance with the reasonable and clear instructions provided by the entrepreneur.
- The risk and the burden of proof for the correct and timely exercise of the right of withdrawal rests with the consumer.
- The consumer bears the direct costs of returning the product. If the entrepreneur has not reported that the consumer has to bear these costs or if the entrepreneur indicates that he will bear the costs himself, the consumer does not have to bear the costs for return.
- If the consumer withdraws after having first expressly requested that the provision of the service or the supply of gas, water or electricity that has not been made ready for sale in a limited volume or certain quantity starts during the cooling-off period, the consumer owes the entrepreneur a amount that is proportional to that part of the obligation that has been fulfilled by the entrepreneur at the time of revocation, compared to the full fulfillment of the obligation.
- The consumer does not bear any costs for the performance of services or the supply of water, gas or electricity that have not been made ready for sale in a limited volume or quantity, or for the supply of district heating, if:
- the entrepreneur has not provided the consumer with the legally required information about the right of withdrawal, the reimbursement of costs in the event of withdrawal or the model withdrawal form, or;
- the consumer has not expressly requested the commencement of the performance of the service or the delivery of gas, water, electricity or district heating during the reflection period.
- The consumer shall not bear any costs for the full or partial delivery of digital content not supplied on a tangible medium, if:
- prior to the delivery thereof, he has not expressly agreed to commence fulfillment of the agreement before the end of the cooling-off period;
- he has not acknowledged to lose his right of withdrawal when granting his consent; or
- the entrepreneur has failed to confirm this statement from the consumer.
- If the consumer makes use of his right of withdrawal, all additional agreements will be dissolved by operation of law.
Article 9 – Obligations of the entrepreneur in the event of withdrawal
- If the entrepreneur makes the notification of withdrawal by the consumer possible electronically, he will immediately send a confirmation of receipt after receipt of this notification.
- The entrepreneur will reimburse all payments from the consumer, including any delivery costs charged by the entrepreneur for the returned product, without delay but within 14 days following the day on which the consumer notifies him of the withdrawal. Unless the entrepreneur offers to collect the product himself, he may wait with repayment until he has received the product or until the consumer demonstrates that he has returned the product, whichever is earlier.
- The entrepreneur uses the same payment method that the consumer has used for reimbursement, unless the consumer agrees to a different method. The refund is free of charge for the consumer.
- If the consumer has opted for a more expensive method of delivery than the cheapest standard delivery, the entrepreneur does not have to reimburse the additional costs for the more expensive method.
Article 10 – Exclusion right of withdrawal
The entrepreneur can exclude the following products and services from the right of withdrawal, but only if the entrepreneur has clearly stated this in the offer, at least in good time before the conclusion of the agreement:
- Products or services whose price is subject to fluctuations in the financial market over which the entrepreneur has no influence and which may occur within the withdrawal period;
- Agreements concluded during a public auction. A public auction is understood to mean a sales method in which products, digital content and/or services are offered by the entrepreneur to the consumer who is personally present or who is given the opportunity to be personally present at the auction, under the direction of an auctioneer, and where the successful bidder is obliged to purchase the products, digital content and/or services;
- Service agreements, after full performance of the service, but only if:
- the execution has started with the express prior consent of the consumer; and
- the consumer has declared that he will lose his right of withdrawal as soon as the entrepreneur has fully performed the agreement;
- Package travel as referred to in Article 7:500 of the Dutch Civil Code and passenger transport agreements;
- Service agreements for the provision of accommodation, if the agreement provides for a specific date or period of implementation and other than for residential purposes, freight transport, car rental services and catering;
- Agreements relating to leisure activities, if the agreement provides for a specific date or period for its implementation;
- Products manufactured to consumer specifications, which are not prefabricated and which are manufactured on the basis of an individual choice or decision of the consumer, or which are clearly intended for a specific person;
- Products that spoil quickly or have a limited shelf life;
- Sealed products that are not suitable for return for reasons of health protection or hygiene and of which the seal has been broken after delivery;
- Products that are irrevocably mixed with other products after delivery by their nature;
- Alcoholic drinks, the price of which was agreed upon at the conclusion of the agreement, but the delivery of which can only take place after 30 days, and the actual value of which depends on fluctuations in the market over which the entrepreneur has no influence;
- Sealed audio, video recordings and computer software, the seal of which has been broken after delivery;
- Newspapers, periodicals or magazines, with the exception of subscriptions thereto;
- The supply of digital content other than on a tangible medium, but only if:
- the execution has started with the express prior consent of the consumer; and
- the consumer has declared that he loses his right of withdrawal.
Article 11 – The price
- During the period of validity stated in the offer, the prices of the products and/or services offered will not be increased, except for price changes as a result of changes in VAT rates.
- Contrary to the previous paragraph, the entrepreneur can offer variable prices for products or services whose prices are subject to fluctuations in the financial market and over which the entrepreneur has no influence. This dependence on fluctuations and the fact that any prices quoted are target prices are stated in the offer.
- Price increases within 3 months after the conclusion of the agreement are only permitted if they are the result of statutory regulations or provisions.
- Price increases from 3 months after the conclusion of the agreement are only permitted if the entrepreneur has stipulated this and:
- they are the result of statutory regulations or provisions; or
- the consumer has the authority to cancel the agreement with effect from the day on which the price increase takes effect.
- The prices stated in the offer of products or services include VAT.
Article 12 – Compliance with the agreement and extra guarantee
- The entrepreneur guarantees that the products and/or services comply with the agreement, the specifications stated in the offer, the reasonable requirements of reliability and/or usability and the legal provisions existing on the date of the conclusion of the agreement and /or government regulations. If agreed, the entrepreneur also guarantees that the product is suitable for other than normal use.
- An extra guarantee provided by the entrepreneur, his supplier, manufacturer or importer never limits the legal rights and claims that the consumer can assert against the entrepreneur under the agreement if the entrepreneur has failed to comply with his part of the agreement.
- An extra guarantee is understood to mean any commitment by the entrepreneur, his supplier, importer or producer in which he grants the consumer certain rights or claims that go beyond what is legally required in the event that he has failed to fulfill his part of the agreement. .
Article 13 – Delivery and execution
- The entrepreneur will take the greatest possible care when receiving and executing orders for products and when assessing applications for the provision of services.
- The place of delivery is the address that the consumer has made known to the entrepreneur.
- With due observance of what is stated in article 4 of these general terms and conditions, the entrepreneur will execute accepted orders expeditiously but at the latest within 30 days, unless a different delivery period has been agreed. If the delivery is delayed, or if an order cannot or only partially be executed, the consumer will be notified of this no later than 30 days after he has placed the order. In that case, the consumer has the right to dissolve the agreement without costs and is entitled to any compensation.
- After dissolution in accordance with the previous paragraph, the entrepreneur will immediately refund the amount that the consumer has paid.
- The risk of damage and/or loss of products rests with the entrepreneur until the moment of delivery to the consumer or a representative designated in advance and made known to the entrepreneur, unless expressly agreed otherwise.
Article 14 – Duration transactions: duration, cancellation and extension
- The consumer can terminate an agreement that has been entered into for an indefinite period and which extends to the regular delivery of products (including electricity) or services, with due observance of the agreed cancellation rules and a notice period of no more than one month.
- The consumer can terminate an agreement that has been entered into for a definite period and which extends to the regular delivery of products (including electricity) or services, at any time towards the end of the fixed term, subject to the agreed cancellation rules and a notice period of at least maximum one month.
- The consumer can conclude the agreements referred to in the previous paragraphs:
- cancel at any time and are not limited to cancellation at a specific time or period;
- at least cancel in the same way as they entered into by him;
- always cancel with the same notice period as the entrepreneur has stipulated for himself.
- An agreement entered into for a definite period of time and which extends to the regular delivery of products (including electricity) or services may not be tacitly extended or renewed for a definite period.
- Notwithstanding the previous paragraph, an agreement that has been entered into for a definite period and which extends to the regular delivery of daily news and weekly newspapers and magazines may be tacitly extended for a fixed term of a maximum of three months, if the consumer opposes this extended agreement. can cancel the end of the extension with a notice period of no more than one month.
- An agreement that has been entered into for a definite period and which extends to the regular delivery of products or services may only be tacitly extended for an indefinite period if the consumer is allowed to cancel at any time with a notice period of no more than one month. The notice period is a maximum of three months if the agreement extends to the regular, but less than once a month, delivery of daily, news and weekly newspapers and magazines.
- An agreement with a limited duration for the regular delivery of daily, news and weekly newspapers and magazines (trial or introductory subscription) is not tacitly continued and ends automatically after the trial or introductory period.
- If an agreement has a duration of more than one year, the consumer may terminate the agreement at any time after one year with a notice period of no more than one month, unless reasonableness and fairness oppose cancellation before the end of the agreed duration.
Article 15 – Payment
- Insofar as not provided otherwise in the agreement or additional conditions, the amounts owed by the consumer must be paid within 14 days after the start of the cooling-off period, or in the absence of a cooling-off period within 14 days after the conclusion of the agreement. In the case of an agreement to provide a service, this period starts on the day after the consumer has received confirmation of the agreement.
- When selling products to consumers, the consumer may never be obliged in general terms and conditions to pay more than 50% in advance. When advance payment is stipulated, the consumer cannot assert any rights with regard to the execution of the relevant order or service(s) before the stipulated advance payment has been made.
- The consumer has the obligation to immediately report inaccuracies in the payment details provided or stated to the entrepreneur.
- If the consumer does not meet his payment obligation(s) in time, after he has been informed by the entrepreneur of the late payment and the entrepreneur has granted the consumer a period of 14 days to still meet his payment obligations, after the If payment is not made within this 14-day period, the statutory interest will be owed on the amount still owed and the entrepreneur is entitled to charge the extrajudicial collection costs incurred by him. These collection costs amount to a maximum of: 15% on outstanding amounts up to € 2,500; 10% over the next € 2,500 and 5% over the next € 5,000 with a minimum of € 40. The entrepreneur can deviate from the stated amounts and percentages in favor of the consumer.
Article 16 – Complaints procedure
- The entrepreneur has a sufficiently publicized complaints procedure and handles the complaint in accordance with this complaints procedure.
- Complaints about the implementation of the agreement must be submitted fully and clearly described to the entrepreneur within a reasonable time after the consumer has discovered the defects.
- Complaints submitted to the entrepreneur will be answered within a period of 14 days from the date of receipt. If a complaint requires a foreseeable longer processing time, the entrepreneur will answer within the period of 14 days with a notification of receipt and an indication when the consumer can expect a more detailed answer.
- If the complaint cannot be resolved in mutual consultation within a reasonable period or within 3 months of submitting the complaint, a dispute will arise that is subject to the dispute settlement procedure.
- It is also possible to register complaints via the European ODR platform (https://ec.europa.eu/odr).
Article 17 – Disputes
- Only Dutch law applies to agreements between the entrepreneur and the consumer to which these general terms and conditions apply.
Article 18 – Additional or different provisions
Additional provisions or provisions that deviate from these general terms and conditions may not be to the detriment of the consumer and must be recorded in writing or in such a way that they can be stored by the consumer in an accessible manner on a durable data carrier.
Article 19 – Invoice conditions
GENERAL INVOICE TERMS
- With regard to the customer, all the following provisions together form the general invoice conditions applicable to all offers from, orders with regard to, agreements with, and invoices due to, sales and deliveries by the VOF “MEMBRI”, with registered office at 8830 Gits (Hooglede ), Bruggesteenweg 22, and with company number 0561.787.574 (hereinafter referred to as MEMBRI), also when MEMBRI changes company name, form or structure, seat, owner, ... .
In the aforementioned and following provisions, 'customer' means any natural person, including private person, and/or legal person who has instructed MEMBRI orally or in writing to carry out deliveries, as well as any natural person, including private person, and/or legal person who wishes to purchase, purchases or has purchased goods from MEMBRI.
- Unless otherwise agreed in writing (if a written agreement, signed by both parties, has been concluded between the parties regarding the sales and deliveries invoiced on this invoice, these general invoice conditions must be read together; in case of contradiction, the written agreement will prevail. ), all sales and deliveries of MEMBRI always take place under the general terms and conditions specified above and below. They form an integral part of all quotations from, orders with regard to, agreements with and invoices from MEMBRI. They apply to the exclusion of all general terms and conditions appearing on any document issued by the customer. A deviation from or amendment of these general terms and conditions can only be enforced against MEMBRI if MEMBRI has given its prior written consent. Moreover, such deviation or change will only apply once.
- The agreement is concluded after acceptance of MEMBRI's offer by the customer; However, MEMBRI reserves the right to demand payment by the customer of an advance payment and/or other guarantee to be determined by MEMBRI before commencing sales and deliveries.
4.a) The prices and conditions stated by MEMBRI are only valid if accepted by the customer within 30 calendar days from the date of the quotation. MEMBRI reserves the right to still adjust the prices if a price change implemented by MEMBRI's suppliers or another objective circumstance may give rise to this. In that case, the new price as stated on the invoice applies.
- b) MEMBRI's offers include only those services and deliveries that are expressly stated therein, assuming that no difficulties or problems will arise other than those communicated to MEMBRI at the outset. Additional customer wishes, unforeseen circumstances, additional difficulties, additional work, in short, everything that is not expressly stated in MEMBRI's specifications and offers, is not included in MEMBRI's price. All changes to the order, of whatever nature, may cause a price increase or extension of delivery dates and execution times.
- MEMBRI's offers to the customer are only valid for the entirety and are indivisible. Unit prices will be revised for a partial order.
- Each agreement with, and each order, each offer and/or acceptance by the customer irrevocably binds the parties:
- a) In the event of cancellation by the customer for whatever reason, MEMBRI is entitled to compensation from the customer, the minimum of which is set at 20% of the price (excluding VAT), the more claimed by us to prove. This compensation is the consideration for being able to exercise by the customer the option to completely and definitively dispose of the obligation vis-à-vis us by payment of a compensation that is considered completely reasonable.
- b) In the event of cancellation by MEMBRI for whatever reason, but except in the cases of articles 7 and 13 of these general terms and conditions, the customer is entitled to compensation from MEMBRI, the minimum of which is set at 20% of the price (VAT exclusive), the more advanced by proving it. This compensation is the consideration for being able to exercise by MEMBRI of the option to completely and definitively dispose of the obligation towards the customer by payment of a compensation that is considered completely reasonable.
- MEMBRI can consider the agreement to be dissolved with regard to the customer by operation of law and without prior notice of default in the event of bankruptcy, apparent insolvency or any change in the legal situation of the customer. In that case, MEMBRI will not owe any compensation to the customer. Article 6.a) of these terms and conditions will automatically apply in that case.
- The delivery dates and execution times specified by MEMBRI are expressed in working days, are only indicative and can never be regarded as binding by the customer. Under no circumstances can delay, if not really unreasonable, give rise to compensation at MEMBRI's expense or dissolution of the agreement by the customer.
Only in the event of truly unreasonable lateness in delivery or performance by MEMBRI and provided that such truly unreasonable lateness is solely attributable to MEMBRI,
– MEMBRI owes compensation to the customer by operation of law and without notice of default. This fee amounts to 10% of the total price excl. VAT of the customer's order.
– unless an arrangement for payment with advances has been agreed with the customer, the customer is entitled to suspend the performance of his obligation to pay, albeit only for sales and deliveries that were actually delivered or carried out unreasonably late by MEMBRI.
9.a) In case of mere sale by MEMBRI of goods to the customer, the goods are assumed to have been received in MEMBRI's warehouses and accepted by the customer. They travel exclusively at the risk of the customer, even in the case of carriage paid. The storage of the goods, pending delivery or collection, is also at the risk of the customer. If the latter has not collected the goods after the expiry of a period of 15 calendar days from the conclusion of the purchase agreement, MEMBRI not only has the right to invoice without delivery, but MEMBRI is entitled to a fixed compensation of 25 euros per day that the goods were kept, owed.
- b) The fact that all risks are for the customer pursuant to Article 9 of these General Terms and Conditions does not affect (the application of) the retention of title from Article 25 of these General Invoice Conditions.
- Unless expressly stated otherwise, all MEMBRI's prices with regard to the customer are stated in catalogues, price lists, quotations, agreements, etc., expressed in euros and excluding VAT.
- The price is increased by all taxes and duties levied or levied by any government, as applicable on the day of delivery and/or execution of the sale. Any changes in the valuation regime after the agreement has been concluded will be charged in accordance with the relevant legislation.
- Discounts are deemed to have been granted once each time. Previously granted discounts do not bind MEMBRI in any way for a later agreement.
- Force majeure: any event that constitutes an insurmountable obstacle to the normal performance of our obligations or that forces us to temporarily or permanently stop the work is considered a case of force majeure. The temporary interruption of the works due to force majeure entails, by operation of law and without compensation, an extension of the originally determined execution period, namely by a period equal to the duration of the interruption, increased by the time period normally necessary to restart the work. to get going. The same arrangement applies in the event of a strike and lock-out.
- All complaints on the part of the customer regarding the deliveries made, with the exception of hidden defects, are only valid if they are reported to MEMBRI in writing by the customer by registered letter within eight calendar days after delivery of the goods, with a clear description of the defects, all this on pain of forfeiture.
- MEMBRI does not guarantee hidden defects in the sold/delivered goods, nor does it guarantee visible defects in the sold/delivered goods. In the unlikely event that these exclusions of liability for visible defects and of liability for hidden defects should be void, MEMBRI's indemnification obligations with regard to defects in the delivered goods do not extend beyond those of MEMBRI's suppliers, and are also subject to to the same restrictions that these suppliers provide in their terms and conditions. MEMBRI's liability can then never extend beyond the mere replacement, without MEMBRI being able to claim additional compensation. MEMBRI can then always demand the return of defective goods, since MEMBRI reserves the right to replace them. MEMBRI's liability lapses if the goods delivered by MEMBRI are exposed to abnormal or extraordinary use and load; if the customer or any third party other than an appointee of MEMBRI's firm, makes repairs or changes.
- All complaints on the part of the customer regarding an invoice must be made to MEMBRI, under penalty of forfeiture, within eight calendar days of the invoice date, by registered letter and with reasons, without forgetting to state the number or date of the invoice.
- The unconditional payment by the customer of a part of an invoiced amount is regarded as acceptance of the entire invoice on the part of the customer.
- The customer cannot withhold any payments or partial payments from us as a guarantee.
- All invoices are payable at MEMBRI's registered office, net without discount, at the latest on the due date stated on the invoices or, failing that, within 30 calendar days after the invoice date.
- In the event of late or arrears of payment by the customer, for whatever reason, the customer will owe MEMBRI, by operation of law and without notice of default being required, on the outstanding balance an interest equal to the legal interest rate plus 2 percent per year up to and including the date of full payment.
- In addition, even if MEMBRI grants grace periods, in the event of full or partial non-payment by the customer of the debt on the due date, after vain notice by MEMBRI, the balance owed by the customer will be increased by way of a conventional compensation clause. of:
– on the one hand, as a lump sum compensation for extrajudicial administration and internal recovery costs as a result of the payment arrears on the part of the customer, 12% of the invoice amount with a minimum of 30 euros;
– on the other hand, a compensation to be estimated in more detail by way of extrajudicial costs for collection by a collection agency and/or a law firm as a result of the payment arrears on the part of the customer;
- In the event of late payment of the amounts owed by the customer, MEMBRI reserves the right with regard to the customer to either suspend its further work for the whole or for the part still to be performed until full payment of the outstanding amounts. or to regard the agreement as dissolved by operation of law, more compensation as stipulated under article 6.a) of these terms and conditions. In that case, all outstanding invoices will also become immediately due and payable.
- As long as MEMBRI has not been paid in full by the customer, the goods delivered by MEMBRI remain its sole property, i.e. deferred transfer of ownership, also with regard to third parties and certainly in the event of bankruptcy of the customer, principle that is only lifted by payment of all that belongs to MEMBRI.
- The amounts owed by the customer to MEMBRI cannot be compensated in any way, unless agreed in writing by MEMBRI, with any amounts that the customer believes to be able to claim against MEMBRI; Nor can such claims by the customer be invoked by him to postpone or suspend his payment obligations towards MEMBRI.
- If MEMBRI allows payment of the amount owed in installments to the customer, the outstanding balance will become immediately due and payable by operation of law and without notice of default being required from the customer, increased by interest and compensation, in the event of non-payment or late payment of one of the instalments. .
- The acceptance by MEMBRI of a bill of exchange does not result in novation, so that the present general terms and conditions remain fully applicable. All collection and protest costs of an accepted or non-accepted bill of exchange are borne by the customer.
- The customer acknowledges that he has taken note of these general terms and conditions in all its written and printed provisions.
- Any invalidity of a clause or part thereof, the other clauses/parts remain unaffected.
- In the event of any dispute with regard to the offer, agreement and/or these general terms and conditions,
– only the court of the district in which the operating seat of our company is located, is competent to settle any disputes.
– only Belgian substantive and procedural law applies.