1. General :
1.1. These general conditions of sale are applicable to all purchase orders, works and services, which are passed with the sprl GESTIMED, hereinafter referred to as "the Seller". The buyer or any service customer will hereinafter be referred to as the "Buyer".
1.2. All orders automatically include the prior and unreserved acceptance of these general conditions of sale and, where applicable, the specific conditions specified at the time of the offer. The application of these terms and conditions constitutes a decisive condition of the Seller's consent.
1.3. The clauses contained in the correspondence, or other documents emanating from the Purchaser and which would be in opposition to the present conditions, will be valid only if they are admitted expressly and in writing by the Seller.
1.4. In the event that an article of these general conditions would be declared null or inapplicable, this nullity will not affect the other provisions of these general conditions.
1.5. These terms and conditions can never be interpreted against the Seller.
1.6. The translation of these terms and conditions is carried out for the convenience of the Buyer. In case of dispute, the French version takes precedence.
1.1. These general conditions of sale are applicable to all purchase orders, works and services, which are passed with the sprl GESTIMED, hereinafter referred to as "the Seller". The buyer or any service customer will hereinafter be referred to as the "Buyer".
1.2. All orders automatically include the prior and unreserved acceptance of these general conditions of sale and, where applicable, the specific conditions specified at the time of the offer. The application of these terms and conditions constitutes a decisive condition of the Seller's consent.
1.3. The clauses contained in the correspondence, or other documents emanating from the Purchaser and which would be in opposition to the present conditions, will be valid only if they are admitted expressly and in writing by the Seller.
1.4. In the event that an article of these general conditions would be declared null or inapplicable, this nullity will not affect the other provisions of these general conditions.
1.5. These terms and conditions can never be interpreted against the Seller.
1.6. The translation of these terms and conditions is carried out for the convenience of the Buyer. In case of dispute, the French version takes precedence.
2. Price:
2.1. Unless otherwise stipulated in the Seller's offers and / or order confirmations, the prices are expressed in Euros, and are net, excluding VAT and other taxes present or future, of any nature whatsoever, which are at the expense of Buyer.
2.2. The prices and transport costs are based in particular on the economic conditions existing at the time of the offer, on the prices of the suppliers, the exchange rates and the rate of import charges in Belgium. They are subject to change without notice, depending on the variations of these elements, whatever the cause.
2.3. Handling and shipping fees will be charged for all orders. These costs will be determined on a case by case basis for each order by its particular conditions. In case of split delivery of an order by the Seller, handling and shipping charges will be charged only once. In case of split delivery required by the Buyer however, these costs will be multiplied. The same will apply when the latter imposes means of transport such as express mail or taxi-post.
2.4. For all orders administrative costs of 10 Euros excluding VAT will be charged.
2.5. Deliveries do not include unpacking, placing and commissioning the goods. These different interventions are billable services.
2.1. Unless otherwise stipulated in the Seller's offers and / or order confirmations, the prices are expressed in Euros, and are net, excluding VAT and other taxes present or future, of any nature whatsoever, which are at the expense of Buyer.
2.2. The prices and transport costs are based in particular on the economic conditions existing at the time of the offer, on the prices of the suppliers, the exchange rates and the rate of import charges in Belgium. They are subject to change without notice, depending on the variations of these elements, whatever the cause.
2.3. Handling and shipping fees will be charged for all orders. These costs will be determined on a case by case basis for each order by its particular conditions. In case of split delivery of an order by the Seller, handling and shipping charges will be charged only once. In case of split delivery required by the Buyer however, these costs will be multiplied. The same will apply when the latter imposes means of transport such as express mail or taxi-post.
2.4. For all orders administrative costs of 10 Euros excluding VAT will be charged.
2.5. Deliveries do not include unpacking, placing and commissioning the goods. These different interventions are billable services.
3. Time limits:
3.1 The delivery times mentioned in the offers and order confirmations of the Seller are indicative and do not engage its responsibility. The Seller will therefore not be responsible for any delay or failure to deliver, provided that the Seller will make reasonable efforts to meet the deadlines. A delay in delivery will in no way entitle the Buyer to claim a penalty, refuse to pay all or part of the invoice, or cancel the order.
3.1 The delivery times mentioned in the offers and order confirmations of the Seller are indicative and do not engage its responsibility. The Seller will therefore not be responsible for any delay or failure to deliver, provided that the Seller will make reasonable efforts to meet the deadlines. A delay in delivery will in no way entitle the Buyer to claim a penalty, refuse to pay all or part of the invoice, or cancel the order.
4. Transfer of ownership:
4.1. The Seller retains ownership of the goods delivered until full payment of the sums due to him by the Buyer as a result of his deliveries. The goods delivered in stock at the Buyer must therefore be treated by him as being on deposit with him, in particular with regard to the risks to be covered by insurance.
4.2. The Seller may take back, immediately and at the expense of the Purchaser, all the goods, processed or not, subject to the retention of title if an invoice is not paid, in whole or in part, on its due date.
4.3. The Seller reserves the right to lodge a complaint of breach of trust (Article 491 of the Penal Code) against the Buyer who sells, free of charge or against payment, to a third party the goods affected by the retention of title clause. above.
4.1. The Seller retains ownership of the goods delivered until full payment of the sums due to him by the Buyer as a result of his deliveries. The goods delivered in stock at the Buyer must therefore be treated by him as being on deposit with him, in particular with regard to the risks to be covered by insurance.
4.2. The Seller may take back, immediately and at the expense of the Purchaser, all the goods, processed or not, subject to the retention of title if an invoice is not paid, in whole or in part, on its due date.
4.3. The Seller reserves the right to lodge a complaint of breach of trust (Article 491 of the Penal Code) against the Buyer who sells, free of charge or against payment, to a third party the goods affected by the retention of title clause. above.
5. Delivery and / or reception at the Seller's premises:
5.1. Seller shall ship the orders by the means it determines, if not otherwise agreed with the Buyer.
5.2. The dispatch of orders may be delayed up to 15 days after notification of availability, to allow the Purchaser who has expressed the will in the particular conditions of his order, and at his charge, to proceed to its receipt at seller. Beyond 15 days from the notification of availability, storage costs will be charged to the Buyer.
5.3. The cost of any inspection costs, by a third party designated or not by the Purchaser, will be determined by the particular conditions of each order.
5.1. Seller shall ship the orders by the means it determines, if not otherwise agreed with the Buyer.
5.2. The dispatch of orders may be delayed up to 15 days after notification of availability, to allow the Purchaser who has expressed the will in the particular conditions of his order, and at his charge, to proceed to its receipt at seller. Beyond 15 days from the notification of availability, storage costs will be charged to the Buyer.
5.3. The cost of any inspection costs, by a third party designated or not by the Purchaser, will be determined by the particular conditions of each order.
6. Transport and related risks:
6.1. All risks are borne by the Purchaser as soon as the goods leave the premises of the Seller, or notification by the latter of the availability (Article 5.2), and this that the Buyer assumes the transport himself or that he entrusts it to a third party chosen by him. In case of transportation assumed by the Buyer or the provision of the goods to the Buyer, the products sold must be checked and checked by the Buyer before shipment. If the Buyer does not use this option, the shipment will be worthy of approval.
6.2. If the transport is assumed by the Seller, or by a third party chosen by him, the responsibility of the things sold, and the procedure to be followed in the event of loss due to the transport, will be defined by the laws and / or national and / or international conventions on the transport contracts by road, rail, sea and air in force at the beginning of the transport. In the case of delivery made by the Seller, the Buyer is obliged to check the goods at the latest when he takes possession of them. The Buyer is obliged to check the conformity of the goods with the order and to inspect if there are no apparent defects in the goods and / or packaging. In the event that any problem is discovered, the Buyer must inform the Seller immediately and at the latest within 48 hours of delivery. Any subsequent complaint regarding apparent defects will be inadmissible; which is expressly accepted by the Buyer. The implementation of the goods implies full acceptance.
6.3. In the event of damage inherent to the transport assumed by the Seller, the Buyer is obliged to send his declaration within 48 hours, from date of arrival to destination, to the Seller if he is a carrier, or to the designated third carrier and paid by the Seller.
6.4. The items sold are deemed to be approved at the outset in case of receipt of the goods at the Seller's premises and / or in the event of direct delivery by one of the Vendor's suppliers to the Buyer.
6.1. All risks are borne by the Purchaser as soon as the goods leave the premises of the Seller, or notification by the latter of the availability (Article 5.2), and this that the Buyer assumes the transport himself or that he entrusts it to a third party chosen by him. In case of transportation assumed by the Buyer or the provision of the goods to the Buyer, the products sold must be checked and checked by the Buyer before shipment. If the Buyer does not use this option, the shipment will be worthy of approval.
6.2. If the transport is assumed by the Seller, or by a third party chosen by him, the responsibility of the things sold, and the procedure to be followed in the event of loss due to the transport, will be defined by the laws and / or national and / or international conventions on the transport contracts by road, rail, sea and air in force at the beginning of the transport. In the case of delivery made by the Seller, the Buyer is obliged to check the goods at the latest when he takes possession of them. The Buyer is obliged to check the conformity of the goods with the order and to inspect if there are no apparent defects in the goods and / or packaging. In the event that any problem is discovered, the Buyer must inform the Seller immediately and at the latest within 48 hours of delivery. Any subsequent complaint regarding apparent defects will be inadmissible; which is expressly accepted by the Buyer. The implementation of the goods implies full acceptance.
6.3. In the event of damage inherent to the transport assumed by the Seller, the Buyer is obliged to send his declaration within 48 hours, from date of arrival to destination, to the Seller if he is a carrier, or to the designated third carrier and paid by the Seller.
6.4. The items sold are deemed to be approved at the outset in case of receipt of the goods at the Seller's premises and / or in the event of direct delivery by one of the Vendor's suppliers to the Buyer.
7. Goods Claim - Return of Goods:
7.1. The characteristics of the articles, as well as all the information concerning the weights, dimensions, consumptions, performances, etc ... are given as an indication in the descriptions of the offers and / or the catalogs and documentation accompanying them. They are to be considered as approximate and can not give rise to any claim in case of non-compliance.
7. 2. A claim may only relate to the non-compliance of the sold product or service with the requirements of the contract.
7.3. To be admissible, claims for hidden defects must be lodged with the Seller no later than seven days after delivery.
7.4 The Seller accepts returns of goods only with prior written consent within seven days of the date of receipt by the Buyer. Items must always be returned in their original packaging, unused. However, the products "cold or frozen" will not be taken in any case because of the loss of control on the cold chain. Returns are made at the expense and risk of the Buyer.
7.5. No claim will be accepted when a failure is caused by misuse or improper maintenance or if the equipment has been overhauled, converted, repaired or dismantled even partially by persons not approved by the Seller. The same will apply if the equipment has been used in an environment that does not comply with the specifications (temperature, humidity, corrosive or dusty atmosphere, variation of electrical voltage, etc.).
7.6. In the event that a claim is recognized as justified by the Seller, the Seller's liability is limited to taking charge of the elimination of the defect, to the exclusion of all damages and interest, whatever they may be.
7.7. The fact of having made a complaint, even admissible, does not authorize the Buyer to postpone or to refuse the payment of the total of the invoice to his fixed deadline.
7.1. The characteristics of the articles, as well as all the information concerning the weights, dimensions, consumptions, performances, etc ... are given as an indication in the descriptions of the offers and / or the catalogs and documentation accompanying them. They are to be considered as approximate and can not give rise to any claim in case of non-compliance.
7. 2. A claim may only relate to the non-compliance of the sold product or service with the requirements of the contract.
7.3. To be admissible, claims for hidden defects must be lodged with the Seller no later than seven days after delivery.
7.4 The Seller accepts returns of goods only with prior written consent within seven days of the date of receipt by the Buyer. Items must always be returned in their original packaging, unused. However, the products "cold or frozen" will not be taken in any case because of the loss of control on the cold chain. Returns are made at the expense and risk of the Buyer.
7.5. No claim will be accepted when a failure is caused by misuse or improper maintenance or if the equipment has been overhauled, converted, repaired or dismantled even partially by persons not approved by the Seller. The same will apply if the equipment has been used in an environment that does not comply with the specifications (temperature, humidity, corrosive or dusty atmosphere, variation of electrical voltage, etc.).
7.6. In the event that a claim is recognized as justified by the Seller, the Seller's liability is limited to taking charge of the elimination of the defect, to the exclusion of all damages and interest, whatever they may be.
7.7. The fact of having made a complaint, even admissible, does not authorize the Buyer to postpone or to refuse the payment of the total of the invoice to his fixed deadline.
8. Payment terms:
8.1. Unless otherwise stipulated, the Seller's invoices are payable in cash, net without any discount or withholding.
8.2. Bank charges of any kind are the responsibility of the Buyer.
8.3.1. Subject to the application of the Act of 2 August 2002 on combating late payment in commercial transactions, sums not received by the agreed due date shall bear interest, without any notice of default being required. 1.5% per month or fraction of a month of late payment. These interests will be calculated and billed after receipt of full payment of the principal, depending on the date of receipt. The date indicated on the invoice is considered as the date of dispatch.
8.3.2. In addition, in case of non-payment of an invoice within 15 days of the formal notice by registered letter, the Purchaser will be held to the payment of compensation equal to 10% of the invoiced and unpaid amount, without the Seller has to justify any damage, and without this compensation can be less than 50 Euros. In this same case, the Seller may choose between applying this penalty clause or the resolutive clause provided below.
8.3.3. In the event that the Seller is obliged to proceed to the forced recovery of his claim, the Buyer will be liable for a lump sum indemnity of € 30 for administrative costs, in addition to the costs of judicial recovery and extrajudicial recovery costs that will be entirely at his expense.
8.3.4. In the event that checks, transfers, bills of exchange or other bills of exchange are not honored, the costs incurred will be borne by the Buyer.
8.3.5. The Buyer will lose the benefits of a possible delivery or payment facilities.
8.3.6. The non-payment at the end of a single invoice makes the balance of all the invoices owed by the Purchaser, even if not due, immediately and automatically.
8.3.7. In case of late payment, the Seller has the right to cancel or suspend any delivery, or any other order.
8.4. Dispute of the invoice The contestation of an invoice must take place within 7 days from receipt of the invoice; the invoice being deemed received within 3 days of the date indicated on it. Otherwise, the dispute can not be considered valid. The challenge, to be admissible, must be detailed and sent by registered mail to the Seller.
8.1. Unless otherwise stipulated, the Seller's invoices are payable in cash, net without any discount or withholding.
8.2. Bank charges of any kind are the responsibility of the Buyer.
8.3.1. Subject to the application of the Act of 2 August 2002 on combating late payment in commercial transactions, sums not received by the agreed due date shall bear interest, without any notice of default being required. 1.5% per month or fraction of a month of late payment. These interests will be calculated and billed after receipt of full payment of the principal, depending on the date of receipt. The date indicated on the invoice is considered as the date of dispatch.
8.3.2. In addition, in case of non-payment of an invoice within 15 days of the formal notice by registered letter, the Purchaser will be held to the payment of compensation equal to 10% of the invoiced and unpaid amount, without the Seller has to justify any damage, and without this compensation can be less than 50 Euros. In this same case, the Seller may choose between applying this penalty clause or the resolutive clause provided below.
8.3.3. In the event that the Seller is obliged to proceed to the forced recovery of his claim, the Buyer will be liable for a lump sum indemnity of € 30 for administrative costs, in addition to the costs of judicial recovery and extrajudicial recovery costs that will be entirely at his expense.
8.3.4. In the event that checks, transfers, bills of exchange or other bills of exchange are not honored, the costs incurred will be borne by the Buyer.
8.3.5. The Buyer will lose the benefits of a possible delivery or payment facilities.
8.3.6. The non-payment at the end of a single invoice makes the balance of all the invoices owed by the Purchaser, even if not due, immediately and automatically.
8.3.7. In case of late payment, the Seller has the right to cancel or suspend any delivery, or any other order.
8.4. Dispute of the invoice The contestation of an invoice must take place within 7 days from receipt of the invoice; the invoice being deemed received within 3 days of the date indicated on it. Otherwise, the dispute can not be considered valid. The challenge, to be admissible, must be detailed and sent by registered mail to the Seller.
9. Contract Resolution:
9.1. In case of default by the Buyer to a clause of the general and / or particular conditions of the contract, including the non-payment of an invoice when due, or in case of serious fear on the solvency of the Buyer, the contract can be solved with full rights 15 days after the mailing of a registered letter of formal notice.
9.2. In the same circumstances, and subject to the same formality, the Seller reserves the right to terminate any other contract or contract concluded with the Buyer.
9.3. The resolution shall be without prejudice to the Seller's right to claim damages if it is lost.
9.1. In case of default by the Buyer to a clause of the general and / or particular conditions of the contract, including the non-payment of an invoice when due, or in case of serious fear on the solvency of the Buyer, the contract can be solved with full rights 15 days after the mailing of a registered letter of formal notice.
9.2. In the same circumstances, and subject to the same formality, the Seller reserves the right to terminate any other contract or contract concluded with the Buyer.
9.3. The resolution shall be without prejudice to the Seller's right to claim damages if it is lost.
10. Cancellation of orders by the Buyer:
10.1. In the event of cancellation of order by the Buyer, without any fault being blamed on the Seller, he may, at any time, and notwithstanding the conditions of return of goods provided for in Article 7 above , claim compensation equivalent to the expenses incurred (including administrative costs, handling charges, depreciation of the goods, etc.) with a minimum of 60% of the value of the goods.
10.2. This compensation will be increased to 100% of the agreed total value in the case of a single and special order placed by the Buyer and in particular goods that are not part of the Seller's usual sales program.
10.1. In the event of cancellation of order by the Buyer, without any fault being blamed on the Seller, he may, at any time, and notwithstanding the conditions of return of goods provided for in Article 7 above , claim compensation equivalent to the expenses incurred (including administrative costs, handling charges, depreciation of the goods, etc.) with a minimum of 60% of the value of the goods.
10.2. This compensation will be increased to 100% of the agreed total value in the case of a single and special order placed by the Buyer and in particular goods that are not part of the Seller's usual sales program.
11. Responsibility:
1.1 The Seller shall not be liable for any damages resulting from the improper use or use of the goods delivered by the Buyer. In general, the Seller can not be held responsible for damages of any nature whatsoever suffered by the Buyer or a third party, directly or indirectly related to a merchandise sold by the Seller.
1.1 The Seller shall not be liable for any damages resulting from the improper use or use of the goods delivered by the Buyer. In general, the Seller can not be held responsible for damages of any nature whatsoever suffered by the Buyer or a third party, directly or indirectly related to a merchandise sold by the Seller.
12. Force majeure:
12.1 In case of force majeure, whether at the level of production or shipment, the execution of the agreement will be suspended as long as the case of force majeure makes it impossible for the Seller to implement the agreement. ; the Buyer can not claim any compensation from the Seller. Force majeure will also be presumed due to a supplier default; for whatever reason.
12.1 In case of force majeure, whether at the level of production or shipment, the execution of the agreement will be suspended as long as the case of force majeure makes it impossible for the Seller to implement the agreement. ; the Buyer can not claim any compensation from the Seller. Force majeure will also be presumed due to a supplier default; for whatever reason.
13. Applicable law - competent jurisdiction:
13.1. It is agreed between the Buyer and the Seller that only Belgian law is applicable and, where applicable, the national and / or international agreements on transport contracts provided for in art. 6.2. Above. On the other hand, in accordance with Article 6 of the United Nations Convention on International Commodity Agreements of 11 April 1980, the application of this treaty is expressly excluded.
13.2. The competent courts in case of litigation will be those of the district of one of the Seller's headquarters in Belgium. The Seller, however, remains free to bring an action before the competent court with regard to the domicile / headquarters of the Buyer
13.1. It is agreed between the Buyer and the Seller that only Belgian law is applicable and, where applicable, the national and / or international agreements on transport contracts provided for in art. 6.2. Above. On the other hand, in accordance with Article 6 of the United Nations Convention on International Commodity Agreements of 11 April 1980, the application of this treaty is expressly excluded.
13.2. The competent courts in case of litigation will be those of the district of one of the Seller's headquarters in Belgium. The Seller, however, remains free to bring an action before the competent court with regard to the domicile / headquarters of the Buyer