B2B Terms and Conditions of Sale

These general terms and conditions of sale, together with the specific terms contained in the agreement concluded by the parties, shall govern the contractual relationship between the buyer and Libinvest s.a. and/or between the buyer and Ophethom s.a. (Libinvest s.a. and Ophethom s.a. hereinafter referred to as the «seller»). In the event of a conflict, the specific terms shall prevail. Any departure from these terms and conditions must be the subject of the seller's express written agreement, signed by the representative of both parties. The application of the buyer's general terms and conditions is expressly excluded hereby, which the buyer accepts or shall be presumed to have accepted.

1. Purpose of the agreement

The seller sells to the buyer, under the conditions stipulated in its catalogue, the equipment and/or consumables referenced as follows, as presented in the said catalogue (paper and/or electronic format).

2. Order and order acceptance

Any order placed in any form whatsoever with the seller entails ipso jure, through the signature by the buyer of an order form, the acceptance of these general terms and conditions of sale. The buyer expressly declares that they have inspected the equipment and/or consumables which are the subject of the contract of sale and consequently acknowledges that they have no recourse against the seller to be satisfied for any reason whatsoever regarding the sale.

3. Price and deposit

Our prices are quoted in euros, net and excluding VAT. These prices may be subject to additional postage and packaging charges, unless otherwise agreed between the seller and the buyer. The final prices are those in force on the date the purchase order is signed and as set out in the current catalogue. Unless otherwise agreed in writing in the special terms and conditions between the parties, the buyer undertakes to pay the seller, on the date the purchase order is signed, a deposit amounting to 5 % of the value of the said order. The balance shall be payable by the purchaser to the seller no later than eight days following delivery of the equipment and/or consumables.

4. Delivery times

All deliveries are deemed to have been made at the time of their departure from our premises. Delivery times are given for guidance only. The vendor cannot be held liable for delays beyond their control and no claim may be made for damages or compensation of any kind whatsoever in respect of delayed delivery. Goods always travel at the buyer's risk, even when shipped carriage paid.

5. Force majeure

Cases of force majeure automatically release the vendor from any obligation to deliver. In addition to situations considered by law to be cases of force majeure, the following events shall also constitute cases of force majeure: strikes, adverse weather conditions, shortages of materials or means of transport, business occupation, fire and machinery breakdown.

6. Shipping costs

Any order for an amount exceeding 275.00 euros net excluding VAT, to Belgium and Luxembourg, will be delivered free of charge to the buyer's address. Any order below this amount will be subject to a 30.00 euro surcharge as a contribution to shipping costs. Any order to other European countries exceeding 400.00 euros net excluding VAT will be delivered free of charge to the buyer's address. Any order below this amount will be subject to a 40.00 euro surcharge as a contribution to shipping costs.

7. Complaint

Upon collection or delivery, the goods shall be inspected and approved by the buyer. Upon collection or delivery, the seller shall not, under any circumstances, be bound by any verbal or written statement or commitment made by their delivery personnel or agents. In the event of a complaint regarding deliveries and services, it must be communicated to the seller by registered letter within eight days of delivery. After this period, the supply shall be considered accepted and the complaint unfounded.

8. Waiver or cancellation

Where the sale has been concluded on the condition that the buyer obtains a loan or a lease from an authorised organisation, the buyer undertakes to take all necessary steps to secure such a loan or lease from the organisation of their choice within a period of one month from the date of signing the agreement. Orders will only go into production upon receipt of notification that the loan or lease has been granted by the buyer’s financial institution, sent to the seller by registered post. In this case, the delivery time shall be calculated from the date of receipt of the registered letter. If the loan or lease applied for is refused by the said institution, the buyer must inform the seller by registered letter, sent no later than the eighth day after the expiry of the one-month period mentioned above. In the absence of such notification, upon the expiry of this eight-day period, the loan or lease shall be deemed to have been granted and the agreement shall come into force. In this case, the seller reserves the right to enforce the contract or to cancel it, retaining an amount equivalent to 50 % of the deposit paid on the day the order form was signed, as lump-sum damages, without prejudice to the seller’s right to claim compensation for the actual loss suffered. The seller may require proof of the alleged refusal. Similarly, any request to cancel a sale that has been firmly agreed, after the expiry of a period of eight days from the date of signing the order form, shall result in the retention of 50 % per cent of the deposit paid by the buyer.

9. Terms of payment

All our invoices are always payable in Binche, in full and without discount. Any invoice remaining unpaid by its due date shall, as of right and without prior notice, incur interest at a rate of 1 % per month. In the event of non-payment, a fixed compensation of 10% shall be payable on the amount of the outstanding invoice, subject to a minimum of 200.00 euros and without prejudice to the seller’s right to claim compensation for the actual loss suffered. Furthermore, failure to pay a single invoice by its due date shall render all other invoices immediately payable, even those not yet due. Invoices must be disputed by the buyer within eight days of the invoice date by registered post. After this eight-day period, the invoice shall be deemed to have been irrevocably accepted. The drawing up or acceptance of a bill of exchange or any other method of payment by our customers shall not constitute a derogation from, nor a novation of, these general terms and conditions of sale.

10. Transfer of ownership

Ownership of the goods sold shall only be acquired after payment in full of the purchase price. The transfer of risk shall take place upon the conclusion of the contract or, if the sale concerns generic goods, at the time the goods ordered are dispatched to the buyer. The buyer must therefore take out all necessary insurance to cover these risks and undertakes to show on a separate line in the assets of its balance sheet the equipment whose transfer of ownership is suspended and to ensure that the individualisation of this equipment remains possible at all times. For as long as ownership has not been transferred, the buyer is strictly forbidden from selling the goods, hiring them out, pledging them, disposing of them in any other way or making any changes to them of a nature to depreciate their value. In the event of notification to the buyer of our intention to invoke the retention of title clause, any deposits paid shall be retained by us as compensation in return for the use of the good sold, without prejudice to the seller's right to claim damages for the loss actually suffered. In the event of unauthorised resale, the seller shall be subrogated by operation of law to the rights of its contracting party against the final buyer. The buyer undertakes to preserve the seller's rights and to notify the seller in the event of any seizure of or interference with the goods.

11. Buyer's contractual obligations

In the event of the buyer’s failure to fulfil a contractual obligation (such as non-payment of one or more invoices), in the event of the buyer’s failure to comply with any of its obligations, or in the event of a material change in the buyer’s circumstances (whether insolvency, incapacity or any other similar and well-known event), the seller reserves the right to suspend the performance of its obligations and to terminate the sale without prior notice and without the intervention of a court. In such a case, the seller reserves the right to retain, by way of damages, an amount equivalent to 50 % of the deposit paid upon signing the contract or purchase order, without prejudice to the seller’s right to claim compensation for the actual loss suffered. For the same reasons, the seller may demand immediate payment of any outstanding sums owed to the seller by the customer or require guarantees. If the buyer fails to comply with the seller’s request, this shall be deemed a breach of a contractual obligation by the buyer.

Right to one's image

Unless otherwise authorised in writing by the seller, the buyer is prohibited from using any visuals, illustrations and photographs from the catalogue, documents and brochures published by the seller. Any use not subject to approval shall result in legal proceedings with a claim for damages by the seller and/or the owner of the image rights. The seller's media and visuals may only be distributed by the buyer for the purpose of presenting and promoting the equipment and/or consumables to their own customers and within the predefined framework of the concept sold by the seller. The seller reserves the right to make any modifications to the equipment and consumables presented in the catalogue. Photographs, illustrations and captions are non-contractual and do not give rise to an obligation of result. The seller is authorised to use the buyer's trade name or trading sign as a reference as a customer of the company for the equipment and/or consumables ordered. This information may be used on all media: catalogues, paper media and the internet. The primary purpose of this information is to highlight the brand's distribution points, with a view to ensuring the best possible promotion in the mutual interest of both parties.

13. End of agreement

If an agreement is terminated or cancelled for any reason whatsoever, all amounts due under any title whatsoever by the buyer to the seller shall immediately and automatically become due and payable, regardless of whether or not they have already been invoiced. The seller shall always have the right – even in the event of insolvency proceedings affecting the buyer's assets – to set off all amounts that it can or may be able to claim from the buyer for any reason whatsoever against all amounts owed by it to the buyer under any title whatsoever.

14. Warranty

The seller guarantees the goods against hidden defects and manufacturing faults for a period of one year from the date of delivery. The invoice serves as the warranty and must be retained for this period. The warranty is limited to the free repair or replacement of any defective part, provided that the seller has been notified immediately and that no third party has tampered with the goods. This warranty does not cover normal wear and tear of the equipment. All damages other than those to the goods purchased (including, but not limited to, loss of turnover and loss of profit, and loss of profitability in respect of staff employed by the buyer) are expressly excluded from the guarantee. The seller shall not be liable to the buyer for any obligation of result that the buyer may have communicated to its own customers, nor for any direct or indirect loss suffered, such as: personal injury or damage to property other than the subject of the sale. The buyer may not invoke any warranty from the seller other than that provided for in the contract. All servicing is carried out at our premises: 19 Rue de la Princesse, 7130 Binche, Belgium (should we relocate, servicing will be carried out at the new address). The buyer shall always be responsible for the delivery and collection of the goods. If the repair is not covered by the warranty or if there are charges to be paid, the goods may only be collected once payment of the invoice for the repair has been received into our account. For each call-out, the cost of administrative and travel expenses will be charged. The warranty will be suspended in the event of non-payment in full for the equipment in question, failure to comply with the instructions for use, intervention by third parties, abnormal use or use not in accordance with the equipment’s intended purpose, failure to comply with storage, temperature and humidity conditions, problems with the electricity supply, mishandling, lack of supervision and, in general, any cause external to the goods sold.

15. Seller's liability

Assuming proof of the vendor's contractual or tortious liability is established, the damages for which the latter may be liable shall not exceed the value of the agreement, it being understood that the damages owed for a proven fault relating to a specific order shall not exceed the amount of that order.

Dispute management

Any dispute relating to the agreement concluded by the parties shall be exclusively governed by Belgian law. In the event of any difficulty in interpreting these terms and conditions translated into other languages, the parties shall refer to the French version, which alone shall be authentic. The courts of the judicial district of Charleroi shall have sole jurisdiction in the event of a dispute.

17. Validity of the terms and conditions of sale

The nullity or lack of validity (in whole or in part) of a clause of the terms and conditions shall not affect the validity of the other part of this clause or of the other clauses.