1. All sales are deemed to be made in Belgium.
2. Scope
These General Terms and Conditions of Sale apply to all deliveries of goods and/or services and to all quotations, offers, agreements, and any related non-contractual obligations, whether provided for payment or free of charge, entered into by Vanerum België NV, with registered office at Kleine Schaluinweg 7, 3290 Diest, Belgium, registered with the Register of Legal Entities of Leuven under number 0421.014.939 (hereinafter referred to as the “Company”). The Company acts both on its own behalf and on behalf of its affiliated companies and subsidiaries, including any affiliated or controlled legal entities within the meaning of Articles 1:20 et seq. of the Belgian Code on Companies and Associations.
These terms and conditions shall apply unless they conflict with other contractual provisions that have been expressly and in writing agreed upon between the customer and the Company. Any provisions or terms contained in the customer’s own documents shall not be considered as such explicit written clauses. The customer expressly waives the application of its own general terms and conditions or any similar wording with legal implications that may appear on its documents, regardless of whether they have been communicated before, during, or after the acceptance of these General Terms and Conditions of Sale.
3. Quotations and commercial documentation
Quotations and any related drawings, designs, and models remain the exclusive property of the Company. Should such material be shared with or (partially) transmitted to third parties without our prior approval, we reserve the right to claim liquidated damages of €2,000.00 per quotation that has been shared or transmitted.
Any images or photographs in brochures, quotations, or other commercial documentation are provided for informational purposes only. The customer expressly acknowledges that variations may occur between these materials and the goods actually delivered, and that such differences shall not constitute grounds for terminating any agreement or for claiming compensation or damages.
4. Orders
The purchase order issued by the customer must specify, for each listed product, the product name and product code, which must correspond to the product name and product code appearing on our price lists. Orders shall only be deemed accepted upon written confirmation by Vanerum België NV and/or upon execution of the order by the Company.
5. Modifications and cancellations
Any modification by the customer to a confirmed order is subject to the Company’s prior written approval. Such modifications shall only be permitted if they do not interrupt or disrupt the production process. The Company reserves the right to charge additional costs in such cases. No cancellation, whether in whole or in part, shall be accepted without the Company’s prior written consent. In the event of cancellation of a confirmed order, the Company reserves the right to invoice all damages and costs incurred as compensation for such cancellation, with a minimum of twenty‑five percent (25%) of the cancelled order value.
6. Delivery
Unless otherwise stated, all prices for goods are quoted ex works (EXW). Installation costs or delivery charges shall be invoiced separately, as well as any additional costs resulting from insufficient or incorrect information. Any disputes relating to the delivery of goods or their conformity must be recorded on the delivery note. The copy of the delivery note reviewed and signed by the purchaser (or its representative) shall be deemed by us as acknowledgement of definitive receipt of the goods, confirmation of their conformity, and absence of visible defects.
If access to the customer’s premises proves difficult (for instance, where access through a window is required), such operations shall be carried out by specialized movers at the customer’s expense. Costs arising from any unjustified travel by personnel or trucks shall likewise be borne by the purchaser. All shipments are transported at the consignee’s risk.
The customer accepts partial deliveries and shall pay invoices relating to such partial deliveries within the applicable payment terms.
7. Delivery time and non‑performance
The delivery periods indicated by us are non‑binding. Any delivery delay shall not be used as a pretext for returning the goods or refusing or postponing payment of the invoiced goods. The Company shall not be held liable for delivery delays or for the total or partial non‑performance of an order, except in cases of willful misconduct or gross negligence.
The Company shall likewise not be held liable for total or partial non‑performance of its agreements in the following situations:
a. When the information required for fulfilling the order has not been provided to us in due time, including accurate specifications regarding quality and colour.
b. When the delay or non‑performance results from government intervention, strikes, fire, accident, natural disasters, civil war, or war (force majeure).
If the goods are not delivered, any advance payments made by the customer shall be reimbursed without interest or any other form of compensation.
8. Storage
When the customer postpones the agreed delivery date, the goods shall be deemed delivered on the date originally stated in the order confirmation. Invoicing shall take place on that original scheduled date, and the invoice shall remain payable on the originally agreed due date. The goods shall be stored in a warehouse at the expense and risk of the purchaser.
9. Claims
To be valid, all claims other than those referred to in Article 6 must be submitted in writing within eight (8) days of receipt of the goods.
10. Warranty and liability
Any defect resulting from a manufacturing fault or material defect is covered by our warranty in accordance with the manufacturer’s general warranty conditions.
Our warranty obligation is strictly limited to the free replacement or repair of the delivered goods or their components, to the exclusion of any other form of compensation and/or damages. For interactive displays, the specific warranty provisions applicable to these products shall apply; for other products, please refer to the respective product warranty terms.
To the maximum extent permitted by applicable law, the Company’s liability for all claims-whether arising from contract, warranty, negligence, failure to comply with laws or regulations, strict liability, or otherwise-shall in all cases be limited to the price of the goods and/or services to which the claim relates.
Under no circumstances shall the Company be liable for any special, incidental, punitive, indirect, or consequential damages (including but not limited to loss of profit, business, revenue, goodwill, reputation, data, or anticipated savings), even if the Company has been advised of the possibility of such damages.
Each party hereby excludes any non‑contractual liability relating to the formation, performance, and termination of this agreement and guarantees that its affiliates shall likewise exclude such liability vis‑à‑vis the other party and its directors, employees, shareholders, and direct or indirect agents, to the fullest extent permitted by law (including in cases of gross negligence).
No limitation shall apply to liability in cases where exclusion or limitation of liability is not permitted under applicable law.
11. Transfer of ownership
The goods delivered by the Company shall remain its property until the customer has paid the full price, including any arrears, costs, or compensation for late payment. Without the Company’s prior consent, the customer shall not be permitted to ship or transfer the goods to any third party.
However, the risks relating to the goods shall pass to the recipient upon delivery or at the agreed delivery date. In the event of non‑payment of the full price by the due date, the Company shall be entitled by law to reclaim the goods at the customer’s expense. In such case, the Company shall also have the legal right to terminate the agreement (by means of a registered letter and without further judicial formalities), without prejudice to its right to claim damages.
12. Invoicing
Each invoice constitutes a separate sale. Any complaints relating to an invoice must, under penalty of forfeiture, be submitted in writing within eight (8) days from the invoice date. Partial deliveries shall be invoiced separately.
13. Payment
Unless otherwise agreed in writing, the following conditions shall apply:
a. The goods shall be paid for in Belgium.
b. All invoices are payable within thirty (30) days from the invoice date, unless otherwise agreed in writing.
c. It is expressly stipulated that the claims referred to in Articles 6 and 9 above and any delivery delays as set out in Article 7 may under no circumstances justify non‑payment or deferred payment of any amounts owed by the purchaser.
d. In the event of non‑payment of an invoice by its due date, a fixed compensation-being a contractual penalty of five percent (5%) calculated on the outstanding amount, with a minimum of €250-shall apply. In addition, late payment interest shall be charged based on the three‑month EURIBOR rate + 3% per annum, until full payment of all outstanding invoices.
14. Payment obstruction / bankruptcy
If the customer is in breach of its credit limits, fails to make payments to social security and/or other public authorities, is subject to a payment obstruction, is declared bankrupt, or enters into any form of insolvency or excessive debt procedure, the Company shall have the right either to postpone delivery or to terminate the existing agreements without prior notice of default and without being liable to pay any compensation to the customer. In such cases, all invoices issued to that customer shall become immediately due and payable.
15. Returned goods
No goods may be returned without our prior authorization and without following our shipping instructions. Goods accepted and received by us in good condition shall only be credited or reimbursed up to a maximum of eighty percent (80%) of the invoiced amount.
16. Intellectual property rights
All patents, trademarks, copyrights, other intellectual property rights or trade secrets, as well as any proprietary or confidential information-whether existing prior to the customer’s order date or developed thereafter-shall remain the exclusive property of the Company (or its affiliated companies) or its licensor, as applicable. Nothing herein shall be construed as granting the customer, whether by implication or otherwise, any right, title, interest, or license under any intellectual property right, confidential information, or trade secret.
17. Jurisdiction
These General Terms and Conditions of Sale are governed by Belgian law. In the event of any dispute or disagreement, only the courts of the judicial district of Leuven (Belgium) shall have jurisdiction.
18. Electronic signature
A signature by either party using a scanned or digitized image of a handwritten signature (for example, a PDF scan) or an electronic signature (for example, via DocuSign) shall have the same validity and effect as an original handwritten signature. The transmission of documents by e‑mail or via an electronic signature platform shall have the same force and effect as the delivery of an original paper copy.