GLOBAL INTERNATIONAL PRODUCTS NV, with registered offices at 9600 Ronse, Pont West 106, box A000, registered at the Crossroads Bank for Enterprises under the number 0828.536.782 (“GIP“), has as its main activity the sale of equestrian equipment.
The present general terms and conditions of sale (hereinafter “GT&C“) are applicable to all sales concluded by GIP with a professional buyer (hereinafter the “Buyer“). The Buyer’s own general conditions are explicitly excluded.
Each Buyer placing an order shall be fully informed of these GT&C prior to the conclusion of a unique purchase agreement. GIP reserves the right to deviate from the present GT&C. Nonetheless, such deviation shall be valid only when it has been established in writing and signed by GIP prior to the order.
The present GT&C shall be deemed to have been accepted by the Buyer when the latter places an initial order based on an order form from GIP to which the present GT&C have been appended, or after they have expressly signed them. GIP shall be entitled to modify the GT&C at any moment and without prior notice. Such modifications can only have consequences for future orders. The modified GT&C shall be applicable to all commercial relationships between the parties, as of their dispatch by GIP following receipt of a new order by the Buyer.
Whenever GIP decides to waive certain clauses in the GT&C, this waiver is not to be interpreted as the company’s subsequent relinquishment of such clauses or of the totality of the GT&C.
In order to be considered valid by GIP, every order must be placed via an order form provided by GIP, duly signed by the Buyer, unless confirmed in writing by GIP that the order has been placed by some other method and duly accepted and thus validly processed. In addition, the current GT&C must be signed at the time of the first order. These remain fully applicable to all future orders. The signing of the order form or any other form of confirmation of agreement of a price offer submitted by GIP to which the present GT&C have been appended shall likewise imply the unconditional acceptance of the present GT&C.
GIP can only be considered bound by an order if it has issued a written order confirmation to that effect. GIP is not obliged to accept any order, and is entitled to refuse orders, for instance, in cases where the Buyer still has debts outstanding vis-à-vis GIP.
Each and every order placed by the Buyer constitutes the latter’s irrevocable intent to purchase. Once accepted by GIP, an order can no longer be modified or cancelled. Nonetheless, GIP may expressly and in writing agree to:
- A change in the order, with the proviso that GIP reserves the right to postpone its original delivery date in consequence of such change;
- The cancellation of an order by the Buyer with the proviso of payment by the latter of a penalty of minimum 20% of the total order price, and without prejudice to GIP’s right to claim a higher amount should the latter’s loss and/or damage suffered prove to exceed the fixed penalty of 20% of the total price.
Any request to change the order shall only be taken into consideration if it is notified to GIP in writing at the e-mail address: [email protected]
Any changes to the order approved by GIP shall result in an automatic extension of the delivery’s target date stated in article 3 in accordance with the latter’s estimate. In no event shall GIP be held liable for alleged loss and or damage due to extensions of the target dates arising from changes in the order requested by the Buyer. In the event of changes to the order, the initial target dates can only be retained with the express approval of GIP, always on the condition that the Buyer shall assume all additional costs necessary to enable GIP to still meet the initial target dates.
Negotiations concerning changes to the order can in no way affect the fulfilment of the initial purchase agreement. Neither party shall be entitled to suspend the fulfilment of the initial order or any commitments arising therefrom (such as payment for goods delivered) as a result of negotiations concerning changes to the order.
3. Delivery and risk
The order form and/or order confirmation by GIP may include a target delivery date. However, this target date is purely indicative for information only. In no event shall postponement of the target date be grounds for any form of compensation to the Buyer, nor refusal to pay for the delivered goods, nor shall any such postponement be grounds for cancellation of the order.
The risk for loss and damage to the goods shall be transferred to the Buyer from the time of delivery.
Unless otherwise agreed upon in writing, delivery shall be Ex Works at the address of the registered office of GIP. The costs and risks of transport shall be borne by the Buyer. GIP cannot be held liable for any consequence of the transport, theft, destruction, or any other risk whatsoever, even if the carrier was selected by GIP. In the event of damage of any kind caused during transport, the Buyer has no recourse against GIP and the Buyer must pursue recourse against the carrier or his insurer.
Loading of the goods shall be done by the Buyer and at his own risk. The Buyer is liable for all damage during or after delivery.
The Buyer who refuses to collect the goods ordered shall be liable to pay a storage charge of 50 net per day after the 15thday following the date of the initially scheduled delivery. All risks of fire, theft, or any other damage shall be assumed by the Buyer as of the date of the initially scheduled delivery. If the buyer refuses to collect the ordered goods on the date of the initial delivery, the purchase price shall be immediately due and payable by GIP from the date of the initial delivery. The Buyer can only take receipt of the goods after he has paid GIP both the full purchase price, the storage charges due and any late payment interest and compensation.
GIP shall be entitled to deliver the goods in instalments, unless agreed to otherwise or the partial deliveries themselves have no independent value. GIP shall be entitled to invoice the partial deliveries separately.
It is up to the Buyer to check the delivered goods and, if necessary, to make all necessary remarks about the goods in accordance with the conditions as described below. In the absence of remarks, the goods shall be considered to have been delivered in accordance with the terms of the agreement.
Remarks concerning the conformity of the goods or visible defects must be formulated by registered letter to GIP within 48 hours after receipt of the goods, accompanied by photographs proving the non-conformity or visible defects.
Any resale or use of the goods by the Buyer shall deprive the latter of his future right to make any remarks concerning their conformity. The guarantee does not cover defects or any loss of goods resulting from careless storage of the goods by the Buyer. The remarks submitted by the Buyer shall not permit the latter to default on his payment obligations with respect to the delivered goods.
After 1 month following delivery of the goods, no legal procedure can be instituted by the Buyer on the grounds of non-conformity, while legal action within this time limit can be brought only in so far as the remarks have been formulated and forwarded duly accompanied by photos in evidence within 48 hours after delivery of the goods. Following the expiry of said term, the Buyer shall no longer be able to invoke any kind of non-conformity or visible defect of the goods, or resort to any non-conformity or visible defect as a defence vis-à-vis GIP if the latter starts a legal procedure to claim payment of outstanding debts.
5. Latent defects
Latent defects are understood to mean production faults that render any normal use of the product impossible and that remained hidden from the Buyer prior to commissioning (“Latent defects“). GIP shall indemnify the Buyer against Latent defects, under the legal provisions and under the following conditions:
- The guarantee is only valid for goods that have legitimately been acquired by the Buyer;
- The guarantee only applies to goods sold by GIP;
- The guarantee is limited to the replacement or repair of the defective parts, without the possibility for the Buyer to claim any kind of compensation, and this irrespective of the cause of the defect in question;
- The guarantee does not cover defects and theft as a result of storage at the Buyer’s premises;
- The guarantee does not cover any abnormal usage of the goods or usage that is contrary to the user instructions that are included in the manual provided to the Buyer at the time of purchase;
- The guarantee does not cover defects resulting from lack of maintenance;
- The guarantee does not cover any level of performance desired by the Buyer;
- The guarantee period is limited to one year after commissioning. It is the Buyer’s responsibility to demonstrate the date of the commissioning. If the Buyer is unable to prove that the goods have been in actual use for less than one year, then the goods shall be deemed to have been in use for a period of more than one year;
- Latent defects must be communicated to GIP by registered letter within 48 hours following identification thereof, and must be supported by photos that provide visual evidence of the Latent defect. Failing this, any intervention on the part of GIP shall lapse.
- In the event the Buyer has outstanding debts, GIP shall invariably be entitled to suspend repairs and/or replacements in the context of the guarantee until receipt of full payment of the outstanding debts.
In the event of a delivery with non-conformities, a visible or latent defect is effectively determined by GIP, and the conditions for intervention under guarantee coverage are fulfilled:
- The Buyer can only request the replacement of the goods with a non-conformity, without being entitled to claim any compensation or termination of the agreement.
- The costs for the return of the good shall be borne by GIP, but no goods may be returned by the Buyer without prior written approval by GIP. Only a carrier chosen by GIP shall be permitted to carry out the return transport. By disregarding the aforementioned points, the Buyer shall forfeit his right to the guarantee.
The prices and rates applicable to the order are those in force at the time the Buyer places the order, as provided for in article 2. The prices and rates are determined exclusively by GIP and may be adjusted by it at any time, albeit without retroactive effect and only for the future. The changed prices shall become effective as soon as they are communicated to the Buyer. No document submitted by the Buyer shall bring about any change in the prices or rates. Prices are quoted without duties, taxes, delivery and packaging costs. They are net and without discount and payable in accordance with the modalities specified below. In the event of resale, the Buyer, as reseller, accepts that GIP recommends resale prices from time to time.
GIP may at the time of the quote grant a discount based on the size of the total order. If the Buyer, following the placing of the order, decides to reduce the quantity of goods, GIP reserves the right to revoke the discount and charge the standard full price.
Payment for the goods shall be made at the time of delivery. Only the effective collection of the full amount of the outstanding amounts shall be considered as full payment. In order to be enforceable against GIP, any objection to an invoice must be sent to the latter by registered mail within eight calendar days following receipt of the invoice. In order to be valid, the objection must be fully substantiated.
In the event GIP has reasonable suspicions that the Buyer is in financial difficulties, does not offer any guarantee of his solvency, or has already in the past failed to pay GIP or other providers for one or more orders within the agreed term, GIP shall be entitled to suspend the acceptance or execution of an order until receipt of an advance payment or of the full amount of a future invoice.
In the event that the Buyer rejects the aforementioned conditions as drawn up by GIP, without providingan adequate guarantee of his solvency, GIP shall be entitled to refuse the continued execution or delivery of already placed orders, without the possibility for the Buyer to claim unjustified refusal to sell or without any right to compensation.
9. Late payment
If the Buyer fails to pay the total invoiced amount by its due date:
- the Buyer shall automatically and immediately be liable to pay interest of 12% per annum until the date of full settlement.
- in the event of non-payment, the Buyer shall be liable to pay a fixed compensation of 10% of the total price, with a minimum of EUR 125.00 and a maximum of EUR 1,500.
- GIP shall be entitled to recover the costs incurred for the collection of the outstanding amounts from the Buyer.
The above-mentioned compensation amounts are calculated on the price including taxes and are due regardless of the granting of any grace periods. GIP reserves the right to suspend any order or delivery of goods if an order remains unpaid.
10. Retention of title
The goods shall remain the property of GIP until full payment of the price stated in the relevant invoice. This provision shall apply to all outstanding claimable amounts which GIP holds vis-à-vis the Buyer and to all goods bought from GIP and held in the Buyer’s possession.
Therefore, the Buyer cannot resell goods for which the price has not yet been paid in full. At no time shall the Buyer be entitled to use the still unpaid goods bought from GIP as collateral security. Any transaction in breach of this article shall not be enforceable against GIP.
The Buyer undertakes to insure the goods against loss of the goods and undertakes to give GIP access to the insurance policy upon first request. Should it appear that the Buyer has not taken out such or sufficient insurance policies, GIP reserves the right to take out an insurance policy against loss of the goods, at the expense of the Buyer.
In the event of non-payment, GIP shall be entitled to request an inventory of all its products sold to the Buyer, who must allow GIP to repossess the goods in question. The Buyer undertakes to immediately take the necessary steps and grant GIP the right to enter his warehouse in order to recover the goods.
Excluding the guarantee on latent defects, GIP shall only be held liable in cases of fraud, intentional or serious error.
GIP is only liable for direct damage. GIP shall never be liable for indirect damage, including but not limited to consequential damage, lost profit, missed savings, and damage to third parties. In any event, GIP’s liability for damage related to the delivered goods or an unlawful act committed against GIP, shall remain limited to the amounts for which GIP has been insured.
If a claim is made against GIP by third parties, the Buyer shall fully indemnify GIP.
12. Force Majeure
Force majeure refers to every occurrence beyond the control of either party which they could not reasonably have foreseen or avoided, and which renders compliance with their contractual obligations impossible.
Situations of force majeure that prevent GIP from fulfilling its obligations include the following: a general or partial strike of its personnel or its usual suppliers and transporters, fire, flooding, war, technical defects in the production line, epidemics, roadblocks or blockages or a cut-off of the electricity or gas supply or any other cause that prevents GIP or its raw material suppliers from supplying the product.
In such circumstances, GIP shall inform the Buyer concerning the force majeure situation and of the automatic and immediate suspension of the parties’ obligations, without any entitlement to compensation. In the event of definitive force majeure, the agreement shall be dissolved, without any right to compensation on the part of the Buyer.
If one or more of the clauses in the present GT&C are declared invalid, such invalidity shall in no way affect the validity of the remaining clauses in the GT&C or of the agreement as a whole.
14. Intellectual property
All intellectual property rights and rights of a similar nature with regard to GIP’s business, including, without limitation, trade names, trademarks, logos and other indications, with regard to GIP’s products and their designations, and with regard to everything that GIP develops, manufactures, distributes or offers, including, without limitation, packaging, manuals, GIP’s website, advertising materials and images, belong exclusively to GIP (hereinafter: “GIP IP”).
The Buyer is not permitted to make use of GIP IP unless the Buyer receives express prior written consent from GIP to do so. In the latter case, the Buyer will comply with GIP’s guidelines and instructions relating to the use of GIP IP. The Buyer is not allowed to remove or change any indication concerning GIP IP.
In case of any breach of this article 14, the Buyer will pay GIP damages in a lump sum amount of 2.500 EUR per single breach (e.g. for each individual infringing use and/or individual infringing product), to be increased by 1.000EUR for each calendar day, or part of a calendar day, that such infringement continues after the first calendar day of infringement, without prejudice to GIP’s right to claim additional or higher damages if it can establish that it has incurred a prejudice exceeding said amounts.
15. Applicable law and competent jurisdiction
The contractual relations between GIP and the Buyer are governed exclusively by Belgian law. The application of the Vienna Sales Convention is expressly excluded.
Any dispute between GIP and the Buyer shall be brought exclusively before the courts of Oudenaarde.
16. Acceptance by the Buyer
The Buyer confirms having taken due cognisance of the present GT&C and explicitly states and declares his agreement therewith. The Buyer waives each and any recourse to any document which is contrary to these GT&C, including his own general conditions.