Article 1: Application.
1.1. Unless otherwise agreed in writing, the contractual relationship between the parties is governed by the present general conditions of sale, with which the customer-buyer declares having acquainted himself and which take precedence over the actual conditions of purchase of the customer-buyer.
1.2. The non-application by the seller of one or several provisions of these general conditions may not be interpreted by the buyer as a waiver of these conditions.
Article 2: Offers, confirmations and price.
2.1. All offers and price discounts are without obligation, unless they contain a deadline for acceptance.
2.2. Any verbal agreement on the part of representatives, sellers or any other member of staff only binds 2BY2 Pty Ltd upon confirmation by one of the 2BY2 Pty Ltd directors.
2.3. Illustrations, dimensions, weights and technical data mentioned in our catalogues, faxes, publications, website and others are for information purposes only and do not bind 2BY2 Pty Ltd.
2.4. Prices provided by the seller are for reference purposes only and are provided subject to price errors and increases, and as long as stocks are available.
2.5. The indicated price is the current price on the day on which the order is placed. If a price increase should occur between the day of the order and the date of delivery or collection, as a result of a rate change or a modification in the duty or taxes on goods, it can still be passed on in the price without the buyer being entitled to rescind the contract. A further increase in price, outside the control of the seller, can always be applied. However, if the increase is greater than 5 %, the buyer may refrain from pursuing the purchase no later than the day of the delivery, subject to the payment of a fixed compensation of 25 % of the agreed price.
2.6. Indicated prices are gross prices excluding VAT.
2.7. Except as otherwise stated, the price of packaging is included in the purchase price.
2.8. Ordered goods can be collected from the 2BY2 Pty Ltd warehouse or premises, unless otherwise agreed between the parties in writing. To collect ordered goods, the order must be placed at least 1 hour in advance. This very order remains at the disposal of the buyer for a period of 5 days.
2.9. 2BY2 Pty Ltd reserves the right to verify at any time the identity and conformity of the person collecting the order.
Article 3: Delivery, risk, delivery and repair times.
3.1. Unless otherwise agreed, all deliveries are expected to take place at the warehouse of 2BY2 Pty Ltd. The sold item is at the risk and expense of the customer as soon as the purchase agreement has been concluded. The risk of transportation from the 2BY2 Pty Ltd warehouse or elsewhere is for the account of the customer, even in the event of a free delivery.
3.2. A delivery fee of 18.5 Euros shall be applied for every delivery made on Belgian territory by 2BY2 Pty Ltd. For deliveries in the Grand Duchy of Luxembourg, this fee however is 35 Euros, unless otherwise agreed between the parties in writing. Urgent deliveries are always at the expense of the buyer.
3.3. For orders of less than 124 Euros, as well as in the event of a cancelled order, fixed administrative costs of 13 Euros shall be applied and borne by the buyer.
3.4. Delivery times are always determined approximately and must not be considered as extreme deadlines. The seller shall meet the delivery schedules whenever possible. In no ways do delays justify the cancellation of the order, the cancellation of the sale, a price reduction or a request for compensation of any kind whatsoever.
3.5. In the event of operational breakdowns in the company, strikes, force majeure, accident and/or governmental measures, the seller is absolved from the obligation to deliver and/or execute. Operational breakdowns in the company also include the shortcomings of the seller's suppliers, for whatever reason. In this case, the buyer has the choice between, on the one hand, automatic termination of the agreement without compensation and, on the other hand, the extension of delivery times and/or execution the duration of which is equal to the interruption time. The seller can simply be notified about the interruption or extension of delivery time by fax or letter.
3.6. If orders cannot be executed in their entirety, the missing part shall be recorded for subsequent delivery. Subsequent deliveries are always delivered with the next orders.
Article 4: Repairs.
4.1. 2BY2 Pty Ltd Customer service shall provide the buyer with a repair number which must be affixed to the packaging when the goods are returned. The parties also agree that no returned goods shall be accepted without the above-mentioned repair number.
4.2. Defective goods returned to the seller for repairs without a clear description of the defects shall be returned in the same condition to the buyer, who shall bear the transport costs.
4.3. Goods returned by the buyer to the seller for repairs must reach the seller in their original packaging or, failing that, in suitable packaging. If, on arrival, goods have been damaged during transportation, the goods are returned to the buyer, at his expense, without any further consideration given to an exchange.
4.4. When goods are returned to the seller for repairs, a fixed amount of 13 Euros shall be charged if it appears that, upon examining the goods, they are not defective or that they were not bought from the seller.
4.5. Goods out of warranty or not originating from the seller and brought in for repairs or upgrading remain on the seller's premises at the customer's risk.
4.6. All costs (repairs, quotes, tests, transport, packaging, etc.) are payable in cash. All returned products undergoing technical tests shall be charged for if the product does not show up any defect. 2BY2 Pty Ltd is not required to prepare a quote before the time if repair costs are less than 124 Euros, excluding VAT. Technical and administrative costs in preparing a quote are charged for if the repair is not carried out.
4.7. The customer is informed as soon as the item is repaired. However, the item shall be considered the property of 2BY2 Pty Ltd if it has not been collected within a period of 3 months after the notice of default.
Article 5: Payment terms.
5.1. All our invoices are payable in cash to the address mentioned on the invoice, unless contractually agreed to otherwise between the parties or a payment date appears on the invoice.
5.2. Payments by cheque and bills of exchange shall be deemed effected only after they have been cleared. Possible related costs shall be borne by the buyer or the payer. The issuance and/or acceptance of bills of exchange or other negotiable documents shall not result in novation and shall not constitute an exception to the general conditions. Costs incurred in accepting bills of exchange are to be borne by the buyer or payer.
5.3. In the event of non-payment, the buyer is liable to paying a 15 % fee of the amount owed, without any notification of default. The fee is always equal to the minimum amount of 62 Euros. Moreover, if payment is not made in cash or if it is not made by the required due date, contractual interest of 1% per month, calculated from date of invoice or from the scheduled maturity date, shall automatically be charged without notification of default on the invoice amount. Each new month shall be considered as a full month.
5.4. Non-payment (at due date) of a single invoice shall result in the automatic payment of all other invoices, including those that have not yet reached their maturity date.
5.5. When receiving an unfunded cheque, a fee of 13 Euros shall be applied by 2BY2 Pty Ltd to cover administrative costs. This fee is totally independent from the seller's right to lodge a criminal complaint with the possibility of launching civil action.
5.6. Article 61 of the Act relating to cheques states the following: "The following shall be subject to a jail term of one month to two years and a fine of 26 Euros to 3000 Euros: 1. A person who, knowingly, issues a cheque or any other security regarded as a type of cheque by this law, without prior, sufficient and available funds; 2. A person who sells one of these securities knowing that the funds are not sufficient and available; 3. The drawer who, knowingly, draws all or part of the funds from one of these securities during the period of submission; 4. The drawer who, with fraudulent intent or the intent to cause harm, revokes one of these securities, or makes all or part of the funds unavailable, or, after expiry of the date for submission, draws all or part of the funds. All the provisions of Book I of the penal Code without exception of chapter VII and article 85 are applicable to the offences provided for by this law."
Article 6: Cancellation of order, resolution.
6.1. If the buyer totally or partially withdraws his order or if the buyer continues to default by totally or partially refusing to take receipt of his order, he is liable to paying a 10 % fee of the order value, without prejudice to the seller who can proceed with forcing reception of the order. The fee remains the minimum amount of 62 Euros. Any cancellation of order must be carried out by registered letter.
6.2. In the event of non-payment, the seller reserves the right to suspend deliveries and, at the same time, consider the agreement as resolved without further formality and without prior notification for the whole or part of the order not yet executed.
6.3. The seller reserves the right to consider the agreement as resolved without further formality and without prior notification in the event of bankruptcy, obvious insolvency, as well as in the event of any change in the legal status of the buyer.
6.4. If the buyer returns goods that he cannot sell, 2BY2 Pty Ltd shall only credit these goods with the approval of 2BY2 Pty Ltd management, provided that they are not used/damaged and that they are still sold (not "end of life" products). A 10 % administrative fee of the current selling price will be charged to this effect, with a minimum amount of 62 Euros. Article 4.1 also applies here.
Article 7: Retention of ownership.
7.1. By way of derogation from article 1583 of the Civil Code, all goods delivered remain the property of the seller in their entirety until full payment of the principal, interest and charges. The buyer is required to keep the said goods individually up to the date of full payment. The buyer specifically recognizes the application of article 101 of the Bankruptcy Act, so that the seller, in the event of the buyer being declared bankrupt, has the right to invoke the application of this legal provision and to claim the goods as property of the seller.
7.2. As long as he has not fulfilled the above-mentioned obligations, the buyer is not permitted to pledge the goods delivered by the seller.
Article 8: Claims, responsibility.
8.1. On receipt of the consignment, the buyer is required to check if the quantity delivered corresponds to the quantity purchased. To be admissible, claims concerning visible defects or conformity must be notified to the seller by sending a registered letter within no more than two days after receipt of the goods. The possible use or resale of the goods cancels the seller's liability.
8.2. Claims concerning inherent defects are only admissible when they are made known to the seller in a sufficiently motivated registered letter within not more than three months following the date of delivery and within two working days after discovering the defect. The burden of proof in respect of the said time limits rests with the buyer. The invoice relating thereto will be credited only if the goods have been returned to the seller within seven days following the date of delivery. If the goods are returned to the seller after this period, he will have the choice between a free replacement or a credit for an amount equal to the value of the goods at that time. In these two cases, any form of entitlement to compensation on the part of the seller is expressly excluded.
8.3. Claims by the buyer never give him the right to suspend his obligations to the seller.
Article 9: Warranty.
9.1. Certain goods delivered by the seller carry a warranty of 1, 2, 3, 4, 5 or 10 years. The warranty period will be communicated to the buyer following the purchase. Goods with a purchase price of less than 25 Euros will be exchanged only if the defect is observed within a period of three weeks after the purchase.
9.2. Repairs do not give assurances of product warranty, unless there is an express agreement to the contrary.
9.3. The warranty expires if the instructions for use provided upon delivery have not been complied with, if the goods delivered have been used incorrectly or if the buyer has made modifications without the express agreement of 2BY2 Pty Ltd.
9.4. 2BY2 Pty Ltd only provides a warranty that strictly conforms to the conditions and warranty limitations imposed by the manufacturer or the supplier, if the manufacturer is not the same person (legal entity) as the supplier.
Article 10: Exchange, backorders.
10.1. Exchanges are always carried out on the premises of the seller.
10.2. Cancelling a backorder without confirmation by fax results in an administrative fee of 13 Euros.
Article 11: Third parties missions and responsibility.
11.1. 2BY2 Pty Ltd bears no responsibility in the event of loss or damage to transported goods resulting from the nature or defects of the goods themselves. If 2BY2 Pty Ltd must appeal to third parties in order to execute its mission, be they sub-contractors or other intermediaries, it is only responsible for the careful choice of the latter and for the transmission of required data and correct instructions. In accordance with this, 2BY2 Pty Ltd bears no responsibility for claims that would be the subject of such missions. No direct or indirect form of compensation can be claimed from 2BY2 Pty Ltd, for any reason whatsoever. 2BY2 Pty Ltd bears no form of responsibility for any failure or delay whatsoever in the provision of the ordered goods following limitations imposed on it by the authorities or any other form of force majeure over which it has no control.
Article 12: Competent jurisdiction.
12.1. Our contracts are only governed by Belgian law.
12.2. If the seller has to bring legal action against the buyer, due to the latter's attitude and negligence, in order to claim the amounts owed, all related costs, including fees, will be recovered from the buyer.
12.3. Any possible disputes will be subject to the exclusive jurisdiction of the courts of Antwerp.