1.1 By requesting and accepting a quotation or placing an order with us (V&H Corporation bvba), you, the customer, agree to be bound by our terms and conditions of business for our sale of those Goods to you. We are acting as suppliers of the Goods and are not manufacturers and our liability is limited as such.1.2 You acknowledge that you are over 18 years of age, have the power and capacity to enter into a contract with us. Employers must inform us if their staff do not have such authority. You acknowledge that you are not acting as a consumer. If you are acting as a consumer, you must inform one of our representatives as these terms may not apply to you.
1.3 These are the only terms and conditions which apply unless expressly agreed by us in writing. No statement or representation made on our behalf (whether written or oral and whether or not relied upon by you) shall be valid unless authorised by one of our designated employees or agents and repeated in writing and attached to these terms and conditions.
1.4 Any order or acceptance of a quotation for Goods by you from us is an offer to buy Goods on these terms.
1.5 It is your responsibility to ensure that the terms of your order and any applicable specifications are complete and accurate, and we accept no liability for any errors or omissions or incorrect specifications.
1.6 Offers are valid for a period of up to one week from the date they are made and may be withdrawn or amended by us at any time during this period without prior notice.
2. DESCRIPTION
2.1 The Goods are as set out in our Customer Quotation and/or Pro-Forma invoice, as applicable.
2.2 All samples, drawings, descriptive matter, specifications and advertising issued by us and any descriptions or illustrations contained in our catalogues or brochures or on our website are issued or published for the sole purpose of giving an approximate idea of the Goods described therein. They do not form part of the Contract and this is not a sale by sample.
2.3 You shall rely on your own pre-order assessment as to the fitness for purpose of the Goods.
2.4 Illustrations, weights, measures, performance, application suitability information and other data contained in our literature are opinions and are provided for information purposes only and do not form part of the Contract.
3. PRICES
3.1 The quoted price is our current price on that date. The price for the Goods shall be the price set out in our price list (excluding Taxes) published on the date of delivery or deemed delivery.
3.2 Unless otherwise indicated, the packaging of the Goods is included in the price.
4. DELIVERY
4.1 We will endeavour to deliver the Goods to you within the time specified when you placed the order. However, the time and date of delivery and the quantity of the Goods ordered are not guaranteed. You shall not be entitled to any compensation or to cancel the order for failure to comply, for any reason, with any stated delivery time.
4.2 Unless otherwise stated, delivery charges are not included in the price of the Goods. If applicable, the delivery costs shall be invoiced at the same time as the Goods and shall be subject to the same terms of payment.
4.3 You shall provide at the Delivery Point and at your expense adequate and suitable equipment and manual labour for unloading the Goods.
4.4 In certain circumstances, delivery may be made by instalments. This shall be subject to prior agreement between us.
5. DEFECTIVE DELIVERY AND TRANSPORT DAMAGE
5.1 If you fail to accept delivery (for any reason) or if we have agreed in writing to delay delivery, or if we are unable to deliver the Goods on time because you have failed to provide appropriate instructions, documents, permits or authorisations
(i) risk in the Goods shall pass to you (including for loss or damage caused by our negligence);
(ii) the Goods will be deemed to have been delivered; and
(iii) we may store the Goods until delivery, whereupon you will be liable for all related costs and expenses (including, without limitation, storage and insurance).
5.2 Perishable Goods are not refundable or returnable once we have delivered (or attempted to deliver in accordance with 5.1 above).
5.3 Our liability is limited in accordance with clause 10 below.
5.4 We may deliver the Goods in separate instalments. Each individual instalment will be invoiced and paid for in accordance with the terms of the Contract.
5.5 Each term shall be a separate Contract and no cancellation or termination of a Contract in respect of any term shall entitle you to reject or cancel any other Contract or term.
5.6 You shall have no right or claim in respect of any shortage or defect or wrong delivery unless
i) you have immediately inspected the Goods on delivery and notified us of the shortage or defect and
(ii) we have been given an opportunity to inspect the Goods before you have used, resold, altered, incorporated or modified the Goods.
5.7 If you do not lodge a complaint with us or the carrier immediately, the Goods shall be deemed to have been delivered in the correct quantity and free from defects apparent on inspection.
6. CANCELLATION
6.1 Cancellation shall be accepted by us only in writing and on condition that all costs and expenses incurred by us up to the time of cancellation, as well as all loss of profit and other damage resulting for us from the cancellation, shall be refunded by you to us without delay.
7. RISK AND TITLE
7.1 The Goods (in whole or in part) shall be at your risk from the time of delivery, even if we have arranged delivery to another place for you.
7.2 Ownership of the Goods shall not pass to you until we have paid all sums due to us in respect of:
(i) the Goods; and
(ii) all other sums due to us from you for whatever reason have been or will be received in full (in cash or cleared funds).
7.3 Until title to the Goods has passed to you, you shall:
(i) hold the Goods on a fiduciary basis as our custodian;
(ii) store the Goods (at no cost to us) separately from all your other goods or from any third party in such a way that they can be readily identified as our property
(iii) maintain the Goods in satisfactory condition and keep them insured on our behalf for their full price against all risks to our reasonable satisfaction; and
(iv) personally guarantee payment of undisputed outstanding balances.
7.4 You agree to grant an irrevocable licence to allow our servants or agents to enter your premises or the premises where the goods are stored and to inspect or take back the goods at any time until we have received final payment or your right to take back the goods has ended.
7.5 You may only resell the Goods before you have proper title, provided that if you resell the Goods, you shall hold the amount due to us in escrow for the full and final settlement that you owe us.
7.6 You may only mix the Goods with others or use them in the manufacturing process before ownership has passed with our written consent (which must not be unreasonably withheld) provided you have given us appropriate assurances regarding payment of the full discharge to us.
7.7 Your right to possession of the Goods shall cease immediately if:
(i) you breach this Agreement;
(ii) you are unable to pay your debts
(iii) you cease your activities; or
(iv) you encumber or encumber in any way any of the Goods.
8. TERMS OF PAYMENT
8.1 Full payment is due upon placing an order, unless we have agreed to grant you credit.
8.2 In the event that we have agreed to grant you credit, you must pay all invoices due net monthly by no later than the 15th day of the month following delivery.
8.3 Time for payment is of the essence. Payment is only considered to have taken place when we have settled the funds.
8.4 Neither disputes arising from the contract nor delays beyond our control will prevent your prompt payment.
8.5 In the event that you default on payment, we shall be entitled (without prejudice to any other right or remedy) to suspend all further deliveries without prior notice. You shall pay all outstanding balances to us on demand.
8.6 If you fail to pay us the amount due in full, we may charge you default interest of one and a half percent (1.5%) per month on any overdue unpaid balance.
9. LIABILITY
9.1 All warranties, conditions and other terms implied by law or common law are, to the fullest extent permitted by law, excluded from the Contact.
9.2 Our total liability in contract, tort (including breach of statutory duty and negligence), misrepresentation, restitution or otherwise shall be limited to the Price for the Goods.
9.3 In the event that we are liable for Goods which to our satisfaction are proven to be defective (other than reasonable wear and tear or damage due to abuse), our liability shall be limited (at our option) to either replacing the Goods or refunding the purchase price in respect of any Goods delivered UNDER the condition that you are notified of such defect immediately upon delivery. Such replacements shall include free delivery to your premises.
9.4 We shall not be liable to you or to any third party for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise in any way whether direct, indirect or consequential, costs, damages or expenses in respect of the supply (in whole or in part) of Goods or the failure to supply the Goods, or howsoever arising in connection with or arising out of this agreement.
9.5 Nothing in these conditions excludes or limits our liability for death or personal injury caused by our negligence.
10. 10.QUALITY AND GUARANTEE
10.1 In the event that non-perfect Goods are defective, we will pass on to you the benefit of the applicable manufacturer's warranty.
11. RETURNS
11.1 We do not accept returns or exchanges unless the item you purchased is faulty.
If you receive a defective item, please contact us by e-mail at office@vandhcorporation.com with details of the product (including photos) and the defect.
11.2 To return the item purchased by you, please send it to:
V&H Corporation
Brusselbaan 327 A
1790 Affligem, Belgium
11.3 Refunds do not include the shipping and handling charges shown on the delivery note or
Invoice. The shipping costs for all returns must be prepaid and insured by you. You are responsible for any loss or damage of the hardware during shipping. We do not guarantee that we will receive your returned item. Shipping and handling charges are not refundable. Any refunds do not include the shipping costs.
You can send the item you consider defective to:
V&H Corporation
Brusselbaan 327 A
1790 Affligem, Belgium
11.4 Upon receipt of the returned product, we will examine it fully and notify you by e-mail within a reasonable period of time whether you are entitled to a refund or replacement due to the defect.
If you are entitled to a replacement or refund, we will replace the product or refund the purchase price, using the original method of payment.
12.
12.1 We reserve the right to delay or reduce delivery or to cancel this Contract and we shall not be liable for any delay, loss or damage caused wholly or partly by circumstances beyond our control including, but not limited to, Acts of God, war, terrorism, protests, riots, civil commotion, fire, flood, epidemics, lockouts or strikes, or by any action whether or not taken in the context of a trade dispute, whether or not such dispute involved our employees.
12.2 In the event of fire, breakdown of machinery or other circumstances beyond our reasonable control, we shall be allowed all necessary time in other respects and shall not be liable for any delay, loss or damage so caused.
13. INTELLECTUAL PROPERTY
13.1 If you make use of our Intellectual Property (such as trademarks or copyrights), we reserve the right to withdraw such material immediately. You warrant that you will comply with all our reasonable instructions.
14. GENERAL
14.1 Failure or delay on our behalf in exercising any remedy available to us shall not be construed as a waiver of any of our rights under this contract.
14.2 Any right or remedy available to us under this contract shall be without prejudice to any other available right or remedy.
14.3 If any provision of this Contract is found by any competent court, tribunal or administrative body to be wholly or partly illegal, void, invalid, voidable, unreasonable or unenforceable, that provision shall be severed from the remaining provisions of the Contract.
14.4 In the event that we bring legal proceedings against you for breach of these terms and conditions, you shall be liable for our reasonable and lawful costs.
14.5 This contract is governed by Belgian law and subject to the exclusive jurisdiction of the Courts of Belgium.
