1. Unless otherwise agreed in writing, these general terms and conditions apply to all deliveries and sales of BVBA ONEFLOR Europe (hereinafter referred to as ONEFLOR). Every order and/or signing of an offer/agreement by ONEFLOR by the customer implies the tacit confirmation in these general terms and conditions. Any general and/or special conditions declared applicable by the customer shall not be opposable to ONEFLOR.
2. All quotations are without obligation and are liable to error. The prices stated in the offer are valid for the period stated on it. If no period of validity is stated, the offers are valid for a period of 15 days from the date of the offer.
3. All prices stated in our offer(s), agreements and/or order confirmation(s) are always quoted subject to unilateral changes (increases) to which ONEFLOR is subject as a result of, among other things, price increases and/or scarcity of raw materials. In that case, ONEFLOR may also postpone delivery or cancel the order without this giving rise to any compensation to the customer. In this case, the customer does have the right to cancel the order without incurring any further costs.
4. ONEFLOR reserves the right to change the conditions and prices offered by its employees and/or representatives or to refuse their orders.
5. The risk of the goods delivered by ONEFLOR shall pass to the customer at the time of delivery.
6. The goods sold remain the property of ONEFLOR until full payment of the sales price in principal and accessories has been made. In the event of resale, ONEFLOR retains the possibility of claiming the sum corresponding to the value of the goods resold. The retention of title is transferred to the resale price. Once the goods have been delivered, the purchaser bears all risks, cases of force majeure (including destruction) and the burden of custody. In the event of non-payment of one of the amounts due on the due date, ONEFLOR reserves the right to demand the recovery of all goods delivered.
7. Our delivery times are given as an indication only. Possible penalties for delay and/or cancellation of the order and/or damages at our expense are excluded in case of late delivery for any reason whatsoever. The delivery, which involves the transfer of risks, is made by direct handover of the delivery, either to the client or to the carrier
designated by him or, in the absence thereof, chosen by us. It is the Customer’s responsibility to insure the costs and risks of the transport of the goods sold, after delivery and to check, upon arrival of the material, the condition, the quantity and the conformity of the deliveries with the instructions on the delivery note. In the event of missing or damaged goods, it is up to the Customer to notify the carrier of all reservations in writing and in summary form and to confirm them by registered letter with acknowledgement of receipt to the carrier and to our company within the following three working days. The Customer shall ensure that the place of delivery is accessible so that ONEFLOR can deliver its goods normally.
8. With the exception of the provisions of point 3, any delay in delivery does not entitle the Customer to compensation or to cancel the agreement/order. Any compensation for late delivery can only be claimed by the client if this has been stipulated in writing and if there is no case of force majeure. Strikes, lock-outs or other work interruptions are considered as force majeure.
9. Deviations of any nature whatsoever can never constitute grounds for complaint and/or liability on the part of ONEFLOR. ONEFLOR can never be held liable for changes made by the manufacturer with regard to composition, sizes and/or colour.
10. ONEFLOR’s responsibility and the guarantees it offers with regard to the products supplied are limited to the guarantees given by the manufacturer. With the exception of the risks mentioned above, goods that are not returned within 20 days of delivery are deemed to be in conformity with the order, both quantitatively and qualitatively, on the understanding that no claim will be taken into account after application of the product. Storage takes place under the responsibility and at the risk of the Customer. If a quality defect is acknowledged by us, our liability is limited to the replacement of the goods, with the exception of any other costs and/or damages. Under no circumstances does our liability extend to direct or indirect damage that may result for our customers from the consequences of non-delivery or manufacturing faults. Only complaints about orders placed and confirmed in writing will be dealt with. Slight variations in thickness and colour, within the usual tolerances, may not give rise to complaints. Contested goods must be stored by the buyer until the complaint has been dealt with. The costs and risks of returning the goods shall be borne by the customer. In the event of the return of goods accepted by ONEFLOR, the goods must reach us in their original condition, without having been used. Any credit notes will only be accepted after inspection and recognition by ONEFLOR of the defective nature of the goods.
11. In the event of death, declaration of incompetence, bankruptcy, dissolution of the company or in the event of non-payment of a single delivery or performance on
the due date, ONEFLOR reserves the right either to regard the agreement as dissolved by operation of law, without any formality or prior notice of default, or to postpone the delivery and, in any case, to demand immediate payment of all goods delivered. The advances paid shall remain ONEFLOR acquired to compensate for possible losses in the event of resale.
12. With the exception of point 3, in the event of cancellation of the order and/or termination of the contract by the customer, ONEFLOR shall be liable to pay fixed compensation of 30% of the total value of the order and/or the contract, with a minimum of 250.00 EUR.
13. Internet: the customer wishing to offer ONEFLOR products via e-commerce must have a written agreement with an ONEFLOR director and agree to ONEFLOR’s E-commerce terms and conditions of business (13.1). Failure to do so may result in the customer’s account being closed. The customer may use images to promote ONEFLOR’s goods; such images will always remain the property of ONEFLOR.
(13.1)
. All ONEFLOR products must be in stock at all times; a minimum requirement is 10,000 m².
. Full technical support must be offered at all times on the entire website.
. No prices are displayed on the homepage of the website.
. Company brands must be displayed in the size required by the company.
. The internet site must make it clear that after sales support is available for the customer’s buyer.
. Any damage to ONEFLOR products on the way from the customer to the consumer is the responsibility of the customer.
14. Any objections or complaints regarding invoices must be sent to ONEFLOR by registered letter within eight days after receipt of the invoice at the latest.
15. In the absence of a special written agreement after receipt of the order, all our products are payable within 30 days net, without discount, from the invoice date. In the event of late payment or non-payment on the due date, the amounts payable shall become immediately due and payable. In the event of late or non-payment on the due date, interest shall be due. In the event of non-payment of the invoice on the due date, interest of 10% per annum shall be due ipso jure and without notice of default, as well as fixed compensation equal to 10% with a minimum of EUR 250. The aforementioned interest shall be paid in accordance with art. 1154 of the Belgian
Civil Code and shall also be capitalised. All additional collection costs shall also be borne by the client.
16. ONEFLOR reserves the right to terminate the agreement, by operation of law and without prior notice of default, at the expense of the client and/or to suspend deliveries and/or execution of the works in the event of non-payment of the invoices on the due date. The client is in no way entitled to claim any compensation for this from ONEFLOR.
17. Payment without reservation of any part of the invoice shall be deemed to be acceptance of that invoice and the goods supplied by ONEFLOR.
18. Any agreement between ONEFLOR and the customer shall be governed exclusively by Belgian law. In the event of a dispute, only the courts of the judicial district of Kortrijk shall have jurisdiction.