1. All sales are considered to have taken place in Belgium.
2. These general sales conditions will apply to all provision of services and/or delivery of goods and all offers and/or agreements pertaining thereto and entered into by Vanerum Belgium NV, VSV Belgium NV, Vanerum S&D NV, Vanerum SAS and Vanerum-SIS A/S (each of them individually referred to as ‘Vanerum’). These general sales conditions also apply to any noncontractual obligation or liability that Vanerum may incur as a result of the provision of services and/or the delivery of goods by it. The conditions apply to provision of services and/or delivery of goods against payment or free of charge.
3. By accepting these general sales conditions, the Customer explicitly agrees that its own general conditions or any other general conditions do not apply. Amendments to the present general conditions are only valid if agreed upon in a written document, signed by both Parties.
4. Sales propositions and commercial documentation Any sales offers and all related drawings, sketches and scale models remain the sole property of Vanerum and its subsidiaries. If such materials are disclosed or transferred, in whole or in part, to third parties without our prior written consent, Vanerum can claim a fixed sum of (to be completed) euro per sales proposition that has been disclosed or transferred.
Any representations or pictures in folders, sales propositions or any other kind of commercial documents are for information purposes only. The Customer explicitly accepts that slight differences in the delivered goods are Entirely possible and do not constitute a reason for termination of the agreement or the award of damages.
The purchase order sent by the Customer should include the product name and number for each of the products mentioned and should correspond to the product name and number on our pricelists. Orders only result in an agreement with the written confirmation of Vanerum.
6. Changes to the agreement
Changes to acknowledged orders are subject to our prior written approval. Such changes will only be allowed if they do not interrupt or disturb our production process. Vanerum retains the right to invoice additional charges in such case.
7. Cancellation of the agreement
Without our prior written approval, no cancellation, partially or in whole, will be accepted. In case of cancellation of an acknowledged order, we retain the right to invoice at least 25% of the cancelled order value as a compensation for the damages and costs caused by such cancellation.
Unless differently agreed, all prices are FCA. Installation, transport or other additional services will be separately invoiced as well as additional costs as a result of insufficient or incorrect information. Any dispute regarding the delivery of our products, the conformity of the delivered goods, must be written on the delivery note. Such delivery note signed by the Customer or its delegate will be considered as a final and definite discharge of the final receipt of the purchased goods and as a confirmation of their conformity and of the absence of visible defects.
In case of difficult accessibility of the customer building, Vanerum retains the right to hire a specialised moving company at the expense of the Customer. Any transport of the goods is at the risk of the Customer.
The Customer accepts any partial delivery and will pay any invoice regarding such a partial delivery within the contractually agreed delays.
9. Term & non-execution
The estimated delivery terms are not binding. Any delay in the delivery of goods cannot be used as a reason not to accept the goods or to delay or refuse payment of invoiced amounts. Vanerum cannot be held liable for the delay, unless in case of intentional default or gross fault. Neither can Vanerum be held liable for the partial or complete non-execution of agreements in the following cases: (1) in case Vanerum did not receive the necessary information or input for the execution of orders, i.e. the specifications regarding quality, sizes and colours, (2) in case the delay or non-execution is caused by government actions or force majeure. In the event of non-delivery of the goods, the advance payments made by the Customer (if any) will be reimbursed by Vanerum without interest or without any other compensation.
In case the customer causes or requests a delay in the agreed delivery date, the goods will be considered to be delivered on the agreed delivery date as specified on the order confirmation. The goods will be invoiced on the date foreseen on the original delivery note and the invoice will remain payable on the initially foreseen payment date. The goods will be stored at the cost and risk of the purchaser.
11. Complaints regarding visible defects
In order to be admitted, complaints regarding any visible defects, should be submitted in writing within 8 calendar days of the delivery of the goods.
12. Warranty and liability
Vanerum grants the original purchaser from the date of purchase a 5 year limited warranty against hidden manufacturing defects in material and workmanship for Vanerum furniture products and a 3 year limited warranty for i3 technology products purchased from and installed exclusively by Vanerum or a factory authorized installation company. The warranty does not apply to any product that is misused, neglected, modified or used in a manner other than its intent. Neither does it apply to any defects that are visible upon delivery of the goods.
Product purchased from Vanerum and installed by an entity other than the aforementioned will carry a 5 year limited warranty for materials only. Vanerum will repair or replace, at its discretion, product found to be defective in workmanship. The Customer cannot annul the agreement or claim any kind of financial compensation as a consequence of the found defect.
Vanerum is in no event liable for any other damage beyond the repair or replacement of the goods, unless proven physical damage to or death of natural persons, intentional or gross fault. Indirect damages are expressly excluded in any event, in any circumstance. Vanerum will always be considered not to have had any knowledge about the existence of hidden defects, unless the Customer can demonstrate otherwise.
The Customer loses any claim against Vanerum on the basis of hidden manufacturing defects if the defect is not communicated by e-mail or registered letter to Vanerum within 8 calendar days after discovering the hidden manufacturing defect.
13. Retention of title
The goods supplied by Vanerum will remain its property until the Customer will have paid the entire price, including late payment interest, expenses or late payment compensation. Without Vanerum’s prior written consent, the Customer may not transfer the goods to third parties. Nevertheless, the risks regarding the good are transferred at the moment of the delivery of the goods or the agreed moment of delivery in the case meant in article 9. In the event of non-payment of the entire price on the due date, Vanerum is entitled to take back the goods, as of law and at the expense of the Customer. In that event, Vanerum will also be entitled (by sending a registered letter and without any other formality or judicial review) to terminate the agreement as of law, at the expense of the Customer, without prejudice to Vanerum’s right to claim damages
Each invoice will represent a separate sale of product(s). Any complaints regarding an invoice should be submitted in writing within 8 days following the invoice date. After this date, the invoice will be irrefutably considered as accepted by the Customer.
15. Payment Unless otherwise agreed in writing, the following payment terms are valid:
a. All goods must be paid in Diest, Belgium.
b. All invoices are payable within 30 days following the invoice date.
c. In case of payment with letter of credit (LC), the accepted LC should be returned before delivery of the goods with all costs for the account of the acceptant.
d. It is expressly acknowledged that complaints mentioned in clauses 6 and 10 or a postponed delivery in accordance with article 9 can under no circumstance be a reason for no or late payment.
e. In case of non-payment of the invoice on the ultimate payment date, a fixed compensation of 10% will be charged on the unpaid balance with a minimum amount of €40. In addition, on such late payment a monthly interest of 1% will be accounted for until the final payment of all outstanding balances.
f. The acceptance of an LC does not change anything to these payment terms and the mere acceptance of the LC is not considered a payment. The payment is only considered to be executed if the full amount is received by Vanerum.
16. Obstruction of payment/bankruptcy
In case the Customer is in a condition of payment arrears with Vanerum or social security and/or other public authorities, payment obstruction, bankruptcy or any other kind of excessive debt proceeding, the sale agreement is immediately judicially obstructed, unless we determine that the agreement remains in force.
No goods should be returned without our prior written approval or without our return instructions. Returned goods that are accepted in their existing condition, will be refunded for a maximum of 80% of the invoiced amount.
18. Applicable law These general sales conditions are subject to Belgian law and any dispute regarding these general sales conditions will be exclusively handled by the courts of Leuven (Belgium).