GENERAL TERMS AND CONDITIONS OF SALE KRIKET BV (KRIKET) – B2B
In these general terms and conditions of sale the following terms shall have the following meanings:
- Customer: the company or any customer who acquires and/or uses the goods for professional purposes and does not qualify as a consumer within the meaning of the WER;
- Goods: The goods sold by the Seller;
- Website: www.kriket.be
- WER: Belgian Code of Economic Law;
- Day: calendar day;
- Seller: see definition in Article 2
2. Identity of the seller
- Seller: KRIKET bv (hereafter “KRIKET” or “Seller”)
- Registered office: Brogniezstraat 172BI07, 1070 Anderlecht, Belgium
- E-mail address: firstname.lastname@example.org
- Company number: 0692.761.033
- RPR: Brussels
- These general terms and conditions of sale apply to all offers, invoices and deliveries of the Seller and to all agreements (at distance) between the Seller on the one hand and the Customer on the other hand.
- You can consult the general terms and conditions that apply to consumers via our Website.
- These general terms and conditions of sale always take precedence over the terms and conditions of the Customer or of a third party, unless parties explicitly agree otherwise in writing.
- The Customer declares and acknowledges to be bound by these general terms and conditions of sale.
4. Offers, order and acceptance
- Every offer or order is always without obligation and does not bind the Seller as such. A contract shall only be concluded once the Seller has confirmed the Customer's order.
- Any offer made by the Seller shall in any event be valid for a period of fifteen (15) days following the day of the offer, unless the parties have expressly agreed otherwise in writing.
- All product information is provided for indicative purposes only. Any verbal agreements and/or promises made by the Seller's staff or by representatives on behalf of the Seller shall only be binding on the Seller if they have been expressly confirmed by the Seller in writing.
- The delivery or execution times stated in the offer are purely indicative, unless explicitly stated otherwise. The Seller shall not be liable for any loss or damage resulting from a delay in delivery or from a lack of delivery due to a cause beyond the Seller's reasonable control. In the event of a delay caused by a circumstance beyond the Seller's control, the Seller reserves the right to cancel the order or reschedule its dispatch within a reasonable period of time.
- The Customer is obliged to take delivery of the Goods delivered by the Seller at the agreed time and to provide the necessary space so that the Goods can be delivered. Seller delivers the Goods to the Customer's building in a room on the ground floor. At the time of delivery the Customer must sign the delivery note for receipt.
- A delay in delivery does not, in principle, give any right to cancellation of an order or compensation. In the event of an abnormal delay in delivery, the Customer shall be entitled to cancel the purchase by registered letter and without judicial intervention, provided that the Seller has still not delivered within a period of thirty (30) days after the Customer has given notice of default by registered letter. The Customer expressly waives any other possible means of redress, in particular but not limited to the granting of any form of compensation.
- The Seller will not proceed to delivery until the Customer has paid the advance invoice, unless the parties expressly agree otherwise in writing.
- The Seller reserves the right, if it so chooses, to make partial deliveries of the Goods and to invoice these shipments separately. Seller reserves the right to terminate or interrupt a shipment of Goods in transit and block shipments in whole or in part if Customer fails to make payment to Seller by the due date, or Customer otherwise fails to fulfil its obligations. In the event of such delay, Customer shall not be entitled to refuse delivery, nor shall Customer be released from any obligation. If the delay is due to the Customer, the Seller has the right to deposit the Goods at the risk and expense of the Customer.
- Uncompleted orders may only be cancelled with the Seller's written consent and subject to payment of the cancellation fee, equal to 30% of the value of the offer, with the Seller retaining the right to claim full compensation for proven damages in excess. Uncompleted orders may only be modified with the Seller's written consent and after agreement between the parties on the appropriate adjustment of the purchase price. The Customer shall not be credited for Goods returned without the prior written consent of the Seller.
6. Prices and payment methods
- The prices mentioned in the offer are valid for fifteen (15) days following the day of the offer, unless parties have explicitly agreed otherwise in writing. All prices are exclusive of VAT. All prices are subject to possible adjustment due to specifications, quantities, raw materials, special packaging, production cost, shipping method, exchange rates or other conditions that are not part of the original offer. These price adjustments will be communicated in advance to the Customer.
- All bank charges and transfer costs are borne by the Customer. He must take this into account when making payments. Payments must be made in EURO.
- The Customer is obliged to pay an advance invoice at the latest three days before the proposed delivery date. The Customer must pay the balance of the invoice within thirty (30) days of the invoice date, unless otherwise agreed in writing.
- Any protest on the invoices must be made known to the Seller in writing within eight (8) calendar days, giving detailed reasons and by registered post, failing which the invoice is presumed to have been accepted by the Customer. No complaint shall entitle the Customer to suspend or postpone payment in whole or in part.
- If payment is not made in full by the due date, default interest of ten percent (10%) per annum shall be payable on the invoice amount, ipso jure and without prior notice of default, from the due date until the date of full payment. The mere expiry of the due date shall serve as notice of default in accordance with Article 1139 of the Belgian Civil Code. Moreover, in the event of non-payment or incomplete payment, by operation of law and without prior notice of default, a fixed compensation of ten percent (10%) calculated on the principal amount of the invoice (including VAT), with a minimum of fifty (50) euros.
- The Seller reserves the right to ask the Customer for full or partial payment by way of advance, or to ask for any other security, if the Seller considers in good faith that the Customer's financial situation does not allow application of the above methods of payment. In the event that an invoice remains unpaid on its due date, the Seller shall be entitled to have all other invoices paid immediately by the Customer, regardless of the due date of these other invoices.
7. Taxes and other costs
- Prices of Goods are exclusive of all value added taxes, and other taxes and tokens imposed in connection with the sale, delivery or use of goods included herein, which are entirely at the expense of the Customer.
8. Retention of title
- Contrary to Article 1583 of the Belgian Civil Code, the Seller reserves the right of ownership of the Goods which it sells to the Customer until the price of these Goods has been paid in full, in principal, interest and costs.
- The provisions of Article 8.1 are without prejudice to the transfer of risk. As soon as the Goods are ordered by the Customer, he shall bear all risks, including cases of force majeure and destruction. Storage of the Goods pending delivery or collection shall be at the Customer's risk.
- Every delivery of Goods will be checked by the Customer immediately upon receipt. Complaints relating to visible defects must be reported in writing and documented to the Seller within forty-eight (48) hours after delivery, on penalty of forfeiture of rights.
- Complaints for visible defects are only valid and will only be examined on condition that the Goods sold have not yet been put into use by the Customer. Such complaints do not suspend the Customer's payment obligation.
- The Customer accepts and acknowledges that the Seller may also invoke to the Customer the exceptions, exonerations and warranty limitations that the manufacturer may invoke against the Seller.
- After acceptance of the Goods, the Seller's liability shall be limited to any hidden defects, except in the case of intent or gross negligence.
- Seller's liability for any hidden defects in the Goods delivered by Seller shall be limited to hidden defects which manifest themselves after delivery of the Goods and before the expiry date of the Goods. Any hidden defects must in any event be reported immediately and at the latest within eight (8) calendar days after the discovery of the defect, under penalty of forfeiture of recourse. Any complaint must be made in writing and documented. Goods whose expiry date has expired or which have not been stored correctly cannot give rise to hidden defects. Such complaints do not suspend the Customer's payment obligation.
- In the event of a visible or hidden defect for which the Seller is liable, the Seller shall, at its option, either (i) replace the defective Goods or (ii) repair the defective Goods or (iii) reduce the price (in the event of a full refund, the defective Goods shall be returned).
10. Product warranty and take-back of Goods
- The guarantee on the Goods delivered by the Seller is limited to the guarantee to which it is contractually or compulsorily bound by law towards the Customer. The guarantee only covers a lack of conformity existing at the time of delivery and provided that the Goods have been used in accordance with the instructions for use. Goods whose expiry date has expired or which have not been stored correctly cannot give rise to the invocation of a guarantee.
- The Seller's Goods shall under no circumstances be taken back automatically. Exceptions to this rule are Goods which show a defect for which the Seller is liable and this only with the express prior agreement of the Seller.
11. dissolution of the agreement
The Seller has the right to dissolve the agreement with the Customer at any time, with immediate effect, without judicial authorisation, without prior notice of default and without payment of any compensation, in the following cases:
- The Customer files for its own bankruptcy, is declared bankrupt or requests suspension of payment; or
- A decision is made and/or the liquidation of the Customer or the termination of the Customer's business activities or the sale of the Customer's business activities or the nature of the Customer changes materially; or
- The Customer does not fulfil or does not fully fulfil any contractual conditions or its obligations towards the Seller; or
- The Customer fails to pay an invoice amount or a part thereof within the set period; or
- All or part of the Customer's assets are attached.
- The Seller has good reason to doubt that the Customer will not fulfil his obligations towards the Seller.
- In the event of dissolution, the Seller reserves the right to claim compensation for the costs and damage suffered by the Seller and all claims of the Seller against the Customer shall become immediately due and payable.
12. Force majeure
- If the Seller is unable to fulfil its obligations as a result of force majeure, it shall not be liable towards the Customer. In the event of force majeure, the Seller shall not be obliged to pay any fine or compensation.
- Force majeure shall be understood to mean: any strange cause, as well as any circumstance which should not reasonably be at its risk, such as delay or breach of contract by our suppliers for a.o. foreign merchandise and primary raw materials, disruptions of the Internet, hacking of the Website, disruptions of electricity, disruptions of e-mail traffic and disruptions or changes in technology supplied by third parties, transport difficulties, lock-outs, general mobilisation, state of war or revolution, bad weather conditions, strikes, Government measures, delays in supply, obstacles to the receipt of fuels necessary for normal production, negligence on the part of our suppliers and/or manufacturers as well as auxiliaries, illness of personnel, pandemics, defects in auxiliaries or means of transport and all circumstances independent of the will, are expressly considered as force majeure.
13. Protection of personal data and exchange of information
14. Amendment of general terms and conditions of sale
- The Seller reserves the right to unilaterally amend these general terms and conditions of sale. The updated version in force at the time of acceptance of an order by the Seller shall apply to the legal relationship arising from that order. The Seller shall inform the Customer in writing of the amended general conditions of sale prior to placing a new order.
- Subject to any conflicting provisions set out above , the Seller shall not be liable for any damage resulting from their fault, including their gross or wilful misconduct, insofar as it is dependent on the cooperation, services and deliveries of third parties in the performance of its obligations.
- Subject to any conflicting provisions set out above, Seller's liability under these general terms and conditions of sale (whether for breach of contract, tort, compensation, or any other reason) shall not exceed the amount equal to the total price paid by Customer to Seller in respect of the Goods giving rise to such damage.
- Save as otherwise provided above, in no event shall Seller be liable for any indirect, special, consequential or incidental damages (including without limitation damages for loss of use of facilities or equipment, loss of income, loss of data, loss of profits or goodwill) regardless of whether Seller (a) has been advised of the possibility of such damages or (b) is negligent (excluding any fraudulent misrepresentation on the part of Seller).
- The Seller's liability shall not be excluded or limited for any liability which cannot be excluded or limited under applicable law.
- The Seller will never incur any liability if it is unable to fulfil its obligations due to force majeure. As long as the force majeure lasts, any obligations of the Seller shall be suspended.
16. Intellectual property
- The Customer acknowledges and accepts that all content (texts, illustrations, photographs, images, files, designs, regulations and other things) on the Seller's Website are protected by intellectual property rights. Each copyright, each registered trademark and each intellectual property right relating to information or content appearing on the Website is at all times the property of the Seller or of our licensors. The Customer may only use this information to the extent expressly authorised in writing by the Seller or its licensors.
- If any provision (or part of a provision) of these terms and conditions of sale should be unenforceable or conflict with a mandatory provision, this will not affect the validity and enforceability of the other provisions of these Terms and Conditions, nor will it affect the validity and enforceability of that part of the relevant provision that is not unenforceable or conflict with a mandatory provision. In such a case, the parties will negotiate in good faith to replace the unenforceable or conflicting provision with an enforceable and legally valid provision that is as close as possible to the purpose and intent of the original provision.
18. Jurisdiction clause and applicable law
- These general terms and conditions of sale as well as any contract between the Seller and the Customer shall be governed by Belgian law.
- The Dutch speaking courts of the judicial district of Brussels shall have exclusive jurisdiction over all disputes, controversies and claims.