GENERAL TERMS AND CONDITIONS WEBSHOP VEBIM-PARTS
The Buyer must always read and accept these General Terms and Conditions before placing an order. Placing an order on the website constitutes the Buyer’s express acceptance of these General Terms and Conditions.
The Buyer guarantees that it contracts with the Seller in its capacity as an Entrepreneur.
Article 1 – Identity of the seller
1.1 NV VEBIM
1.2 Bozestraat 41
1.3 8501 KORTRIJK
1.4 BELGIUM
1.5 VAT/Company no. (BE) 0460.123.656 (RLE Ghent, Kortrijk division)
1.6 T: +32 56 36 51 80
1.7 www.vebim-parts.com
1.8 info@vebim.com
Article 2 – Definitions
Unless the context clearly indicates otherwise, the following terms, whenever used in these General Terms and Conditions, shall have the following meaning:
2.1 Agreement: the agreement concluded between the Seller and the Buyer, which is governed inter alia by these General Terms and Conditions.
2.2 Buyer: any undertaking within the meaning of Article I.1, 1° of the Belgian Code of Economic Law that acquires products or services from the Seller in exchange for payment of any kind whatsoever.
2.3 Seller: NV VEBIM, as identified in Article 1 of these General Terms and Conditions.
2.4 Day: calendar day.
2.5 Home delivery: any delivery of products to a location indicated by the Buyer other than the Seller’s warehouse.
2.6 Webshop: means the Seller’s online sales platform, available via the website www.vebim-parts.com.
Article 3 – Applicability of the general terms and conditions
3.1 These General Terms and Conditions apply to any offer made by the Seller, as well as to any Agreement. When placing an order via the Webshop, the Buyer must expressly accept these General Terms and Conditions, thereby agreeing to their applicability to the relevant order.
3.2 These General Terms and Conditions shall, by operation of law, take precedence over any purchase conditions of the Buyer, which are expressly rejected.
3.3 The General Terms and Conditions are always made available to the Buyer in a clear and complete manner before the Agreement is definitively concluded.
3.4 The Agreement is concluded either at the time the Seller sends an order confirmation following the Buyer’s online order and only after receipt of full payment, or as soon as the Seller has started performing the order. From the conclusion of the Agreement, the Buyer may no longer cancel the order.
3.5 Deviations from these General Terms and Conditions shall only be valid insofar as they have been agreed in writing between the parties and signed by the Seller.
Article 4 – Offer
4.1 The offer is an invitation by the Seller to the Buyer aimed at the conclusion of an Agreement. The offer is only valid while stocks last and may be amended or withdrawn at any time by the Seller. The Seller cannot be held liable for a product being unavailable. If an offer has a limited period of validity or is subject to conditions, this will be explicitly stated in the offer.
4.2 Obvious or manifest errors or mistakes in the offer do not bind the Seller and may be corrected by the Seller even after the conclusion of the Agreement.
4.3 The Seller reserves the right to adjust product prices for future agreements. Price changes resulting from a change in VAT rate or any other tax, duty or levy imposed by public authorities may also be applied after the conclusion of the Agreement.
4.4 Any images used in an offer are intended as an illustrative indication of the main characteristics of the relevant product. Deviations of the product from the images are not sufficient to invoke or claim nullity or termination of the Agreement.
Article 5 – Price and payment
5.1 The prices stated in the offer are in EURO, excluding VAT and delivery costs. These costs are communicated to the Buyer before an order can be placed.
5.2 The stated price relates exclusively to the items as described verbatim. The accompanying photos are for decorative purposes and may contain elements that are not included in the price.
5.3 Unless expressly stated otherwise, payment may only be made in advance and electronically via the available e-payment methods. The order is only binding on the Seller after the Seller has received payment.
5.4 If, with the Seller’s consent, no advance payment has taken place and an invoice has been issued, that invoice is payable at the Seller’s registered office within 30 days after the invoice date, unless stated otherwise on the invoice.
5.5 In the absence of payment of an invoice on the due date, default interest shall be due by operation of law and without prior notice, at the reference interest rate increased by eight percentage points as referred to in Article 5, second paragraph of the Act of 2 August 2002 on combating late payment in commercial transactions, always with a minimum of 10%, from the date the amounts become due until full payment. In case of non-payment on the due date, any amount owed to the Seller shall, by way of liquidated damages, be increased by 10%, with a minimum of EUR 50.00, without prejudice to the Seller’s right to claim additional damages if it proves a higher loss.
5.6 The Buyer is not entitled to set off any amounts (allegedly) owed by the Seller to the Buyer against any amounts (allegedly) owed by the Buyer to the Seller.
5.7 The products remain the Seller’s property until they have been paid in full by the Buyer (including default interest and damages). Until then, the Buyer is prohibited from disposing of the products or encumbering them with security. In the event of non-payment, the Buyer shall, at the Seller’s first request, immediately return the products to the Seller in good condition. If, despite this prohibition, the Buyer has disposed of the products or encumbered them with security, the retention of title shall, by virtue of real subrogation, apply to the claim (relating to the purchase price) against the third-party buyer.
5.8 The Seller has the right to change the stated price if one or more of the constituent cost elements change due to a circumstance not attributable to the Seller and, compared to the agreed price or rate, jointly result in an increase in cost price (e.g. in the event of a price increase by a manufacturer or supplier). In that case, the Seller has the right to pass on the increase to the Buyer, provided that it notifies the Buyer of its intention. If the Buyer does not agree with the communicated price adjustment in accordance with this article, the Buyer has the right to terminate the Agreement in writing within 8 days after notification.
Article 6 – Delivery
6.1 Communicated delivery times are indicative only.
6.2 Any delay in delivery cannot give rise to termination of the Agreement and/or any compensation due to the Buyer. The Seller endeavours to inform the Buyer of delivery delays of which it becomes aware. Changes to orders by the Buyer automatically result in the proposed, but indicative, delivery time lapsing.
6.3 Delivery of the products takes place at the location indicated by the Buyer in the case of Home delivery, or at the Seller’s warehouse at the moment the products are made available to the Buyer there (Incoterms® 2020 Ex Works). Risk passes to the Buyer from the moment the order is placed via the website. Sold goods are always shipped at the Buyer’s risk. Goods are insured only upon request.
6.4 If an order includes several products with different delivery times, delivery will only take place once all products can be delivered together. If the Buyer wishes to receive the products separately in accordance with the respective delivery times, the Buyer must place them in separate orders.
6.5 The Buyer must, in general, ensure that all necessary precautions have been taken and that all conditions have been met at the place of delivery so that delivery can take place under good conditions. Any inconvenience or damage caused because this is not the case shall be borne exclusively by the Buyer.
6.6 The Seller has the right to suspend delivery of the products if any amounts owed by the Buyer in connection with the relevant or other order confirmations have not been paid in full until full payment of all outstanding amounts. The Seller has the same right of suspension if, for any reason, it doubts the Buyer’s creditworthiness and/or if it appears that the Buyer is not reasonably sufficiently creditworthy, taking into account the order placed.
Article 7 – Visible and hidden defects
7.1 Upon delivery, the Buyer shall immediately inspect the products. Complaints regarding the conformity of the products and visible defects must, under penalty of forfeiture, be notified to the Seller by registered letter within 5 days after delivery of the products and prior to use, treatment, processing or resale of the products by the Buyer or by third parties.
7.2 The Seller is only liable for hidden defects if they manifest themselves within a period of 6 months from delivery of the products. Neither liability nor knowledge of hidden defects on the part of the Seller is presumed.
7.3 The Buyer may only exercise its rights if it has notified the Seller by registered letter within 2 months from the date on which it discovered the defect. The Buyer’s legal action for hidden defects shall lapse 3 months after this notification of the defect.
7.4 The Seller’s responsibility for any defect, visible or invisible, lapses in the event of damage during processing, assembly or maintenance, modification or repair by the Buyer or by third parties, or by sale of the delivered goods, and is in any event limited to the direct and foreseeable damage to the products themselves, excluding any damage relating to use or operation, and amounts at most to the amounts invoiced by the Seller for the delivery or the part of the delivery to which the complaint relates, excluding the costs of removal or replacement.
7.5 The defective products must be returned to the Seller, always in original condition, including their packaging, accessories and documentation, and always accompanied by the original invoice or valid proof of payment. The return is always at the Buyer’s risk and expense. The return must take place no later than 14 days after the communication.
7.6 If the above conditions are met, the Buyer is primarily entitled to free repair by means of replacement. The Seller is only obliged to take back and refund if replacement is not possible or if the Buyer demonstrates that the repair or replacement no longer offers the same benefit. Any compensation resulting from this can never exceed the amount invoiced to the Buyer.
Article 8 – Seller’s liability
8.1 Without prejudice to the provisions of Article 7, the Seller and/or its auxiliary persons may only be held liable towards the Buyer, whether contractually and/or extra-contractually, for damage resulting from gross negligence or wilful misconduct and for faults affecting a person’s life or physical integrity. The Seller’s and/or its auxiliaries’ liability, for whatever reason, is limited to direct and foreseeable damage and amounts at most to the price of the Agreement paid by the Buyer. Any liability for indirect damage and consequential damage is expressly excluded.
8.2 The Seller and its auxiliaries cannot be held liable towards third parties for damage. The Buyer indemnifies the Seller and/or its auxiliaries against all third-party claims for compensation of damage for which the Seller’s and/or its auxiliaries’ liability is excluded towards the Buyer under these terms.
8.3 In the event of force majeure (Art. 5.226 Belgian Civil Code) or change of circumstances (Art. 5.74 Belgian Civil Code), even where it does not lead to a permanent and/or absolute impossibility of performance, the Seller is entitled by operation of law to suspend its obligations or even unilaterally cancel them, after having informed the Buyer thereof. The Seller and/or its auxiliaries can in no case be held liable for damages. The following are deemed force majeure, among others: war, strike or lock-out, weather conditions, fire, natural and other disasters, epidemics and pandemics, exceptional scarcity of raw materials or goods, government decisions affecting the performance of obligations, whether the force majeure occurs at the Seller or at its suppliers.
8.4 Without prejudice to the application of the other provisions of this Article 8, the liability of the Seller and/or its auxiliaries is in any event, regardless of the reason and the type of liability, limited to the amount for which the Seller and/or its auxiliaries are insured.
8.5 The warranty on parts and machines never exceeds the warranty provided by the Seller’s respective suppliers/manufacturers. The warranty covers only machine parts and is limited to damage occurring under normal and correct use of the equipment. Without prior written agreement, the Seller will not reimburse costs for repairs carried out by third parties. The Seller rejects all direct or indirect responsibility in the event of damage to the machines caused by incorrect use or insufficient maintenance; in the event of modifications made without the Seller’s written consent or clumsy repairs carried out by the Buyer; in the event of normal wear and tear or any accidents whatsoever.
Article 9 – Intellectual property
9.1 All intellectual property rights and derivative rights in the products remain vested in the Seller and/or the right-holding party. These intellectual property rights include copyrights, trademark rights, design and model rights and/or other (intellectual property) rights, including technical and/or commercial know-how, whether patentable or not, methods and concepts. The Buyer is prohibited from using and/or making changes to the Seller’s intellectual property rights.
Article 10 – Processing of personal data
10.1 The information provided by the Buyer is necessary for processing and completing orders and for drawing up invoices. If this data is missing, the order will inevitably be cancelled. Providing incorrect or false personal data is considered a breach of these General Terms and Conditions by the Buyer.
10.2 The Seller will handle personal data as explained in the privacy policy .
Article 11 – Miscellaneous provisions
11.1 No failure or neglect by either party to enforce or comply with the provisions or conditions of the Agreement constitutes a waiver of such provisions or conditions.
11.2 If the Buyer is declared bankrupt, applies for a moratorium, is dissolved or enters into judicial or extrajudicial settlements with creditors, the Seller has the right to terminate the Agreement with immediate effect or to require full advance payment or other guarantees from the Buyer for delivery.
11.3 The Agreement is exclusively governed by and construed in accordance with Belgian law, excluding the Vienna Sales Convention (United Nations Convention of 11 April 1980 on Contracts for the International Sale of Goods). Only the Belgian courts of the judicial district in which the Seller’s registered office is located shall have jurisdiction to hear any dispute relating to the Agreement, unless the Seller opts for courts having jurisdiction pursuant to Article 624 of the Belgian Judicial Code.
11.4 The drawing and/or acceptance of bills of exchange or other negotiable instruments does not constitute novation and does not deviate from these General Terms and Conditions. Any costs relating to unpaid bills of exchange as well as other collection costs of any nature whatsoever will be charged separately to the Buyer.
11.5 No party may, without the other party’s prior written consent, transfer all or part of the obligations that are the subject of this Agreement.
11.6 If any provision of the Agreement or part of such provision is declared invalid, this shall have no effect on the remaining provisions of the Agreement or the remaining part of the provision. In such case, both parties shall replace the invalid provision(s), or parts thereof, with a new provision(s) that as closely as possible reflects the original intent of the parties and the Agreement.
11.7 In the event of a dispute regarding the interpretation of these General Terms and Conditions, the Dutch text shall always prevail.