Terms and conditions
1. General points
1.1. Unless otherwise agreed in writing between the parties, these General Terms and Conditions of Sale ("GTCS") shall apply to all offers, quotations and confirmations of orders, and to all contracts concluded between DELUXE CONCEPTS BV, whose registered office is at 8500 Kortrijk (Belgium), Vaartstraat 55, and which is registered with the Crossroads Bank for Enterprises under number 0607.825.259 ("Deluxe Concepts") and any professional buyer within the meaning of Article I.1.1 of the Belgian Code of Economic Law ("CEL") (hereinafter referred to as the "Buyer") on Deluxe Concepts' platform ("Webshop").
1.2. The GTCS shall be communicated to each Buyer prior to placing the first order with Deluxe Concepts, and at the same time as the transmission of the order summary established by Deluxe Concepts for the Buyer. By placing an order with Deluxe Concepts for the first time, the Buyer acknowledges that it has read these terms and conditions before placing the order, agrees with the content and application of these GTCS and with the language in which they were written and expressly waives the application of its own terms and conditions, even if these terms and conditions state that they are exclusively applicable.
1.3. The GTCS are understood to be applicable from the time of the conclusion of the first order by the Buyer, and from that time on also with respect to all subsequent orders placed by the Buyer with Deluxe Concepts.
1.4. The GTCS prevail over and exclude the application of any other document issued by the Buyer (such as, for example, its general terms of purchase or its other special terms and conditions, which the Buyer expressly waives even if they stipulate that they alone are valid), on any medium on which said terms and conditions may appear.
1.5. Any reference by Deluxe Concepts to an order placed by the Buyer on which the Buyer's general terms and conditions may appear shall be deemed to be of a purely indicative nature and shall not call into question the agreement of the Buyer and Deluxe Concepts to the exclusive application of these General Terms and Conditions of Sale. Deluxe Concepts may amend these GTCS at any time, with the understanding that the amended GTCS shall apply to the first order placed after the notification of this new version of the GTCS to the Buyer, and to all future orders.
1.6. A failure by Deluxe Concepts to invoke any clause of these GTCS shall not be construed as a waiver of Deluxe Concepts’ right to benefit from such clause or the GTCS in their entirety. Any waiver by Deluxe Concepts of any provision of these GTCS shall only be considered if such waiver is made in writing by Deluxe Concepts.
1.7. The Buyer explicitly confirms to be a professional and to be aware of the fact that the product, named Citric Blend, as sold by Deluxe Concepts, is a concentrate and contains citric acid, malic acid, fructose, salt, sodium benzoate (preservative). As such, the Buyer should use and handle Citric Blend with care and only on a with water diluted basis (as indicated on the Webshop). Direct contact of the non-diluted product with, among others, sensitive surfaces or with skin or eyes should at all times be avoided and Deluxe Concepts cannot be held responsible in any way for any misappropriate use of the product.
2.1. General points
2.1.1. When placing an order on the webshop, the Buyer is required to provide all the necessary information related to it (including its VAT number) by filling out the form dedicated to this purpose. No order will be taken into account if the information provided by the Buyer turns out to be incorrect or incomplete.
2.1.2. An order is only valid and binding on Deluxe Concepts if Deluxe Concepts has confirmed it in writing (e.g. by an order confirmation letter or by e-mail). The contract of sale between Deluxe Concepts and the Buyer shall therefore be deemed to be concluded only from the moment when Deluxe Concepts has confirmed the Buyer's order. Deluxe Concepts is never obliged to accept any order and is entitled to refuse orders on objective grounds or for legitimate reasons, in particular if (i) the order placed by the Buyer does not comply with the GTCS, (ii) one or more previous orders placed by the Buyer have not been paid in full by the agreed due date, (iii) there is an ongoing dispute regarding the payment of one or more of the Buyer's previous orders, (iv) the Buyer has outstanding debts to Deluxe Concepts, or (v) due to the unavailability of the products ordered by the Buyer.
2.1.3. Deluxe Concepts shall not be liable for any incorrect or incomplete information provided by the Buyer.
2.2. Cancellation and changes
2.2.1. Any order placed by the Buyer and confirmed by Deluxe Concepts constitutes an irrevocable intention to buy, and is therefore understood to be firm and final.
2.2.2. A change or cancellation of a (confirmed) order is only possible with the written consent of Deluxe Concepts. If the Buyer wishes to change or cancel an order, it is obliged to send a written request to this effect to Deluxe Concepts at the following e-mail address: firstname.lastname@example.org
2.2.3. In the event of changes to an order, Deluxe Concepts reserves the right to adjust the price originally proposed in accordance with the prices in effect at the time of such changes.
2.2.4. In addition, the changes made to the order and approved by Deluxe Concepts shall automatically postpone the originally notified delivery time, depending on Deluxe Concepts' estimate. The Buyer shall bear the full consequences of such changes and adaptations. In this respect, Deluxe Concepts shall not be liable in any way for damages allegedly incurred due to extensions of the delivery date caused by the changes made to the order by the Buyer. In the event of changes to the order, the original delivery dates may only be maintained after Deluxe Concepts’ express approval to that effect, and always on condition that all costs to be incurred to achieve the original delivery dates are payable by the Buyer.
2.2.5. In the event of the cancellation of a confirmed order, Deluxe Concepts shall always be entitled, by operation of law and without prior notice, to a lump-sum compensation equal to ten percent (10%) of the total price of the order, without prejudice to Deluxe Concepts’ right to claim higher compensation if the loss it has actually suffered is greater than this compensation.
2.2.6. Negotiations regarding changes to the order shall not influence the execution of the original sales contract in any way. Neither party shall have the right to suspend the execution of the original order or the commitments arising therefrom (such as payment for the products delivered) as a result of negotiations concerning changes to the order.
3. Delivery and risks
3.1 If the Buyer has not complied with its obligations under the order, including its payment obligations, Deluxe Concepts shall always be entitled to postpone the delivery of the ordered products without prior notice to the Buyer and without this postponement giving rise to a right to compensation in favour of the Buyer. In the event of the postponement of delivery due to the fault of the Buyer, the entire additional cost resulting therefrom shall be borne exclusively by the Buyer in accordance with the additional invoice to be sent to it by Deluxe Concepts in this respect.
3.2 Unless otherwise agreed in writing, Deluxe Concepts shall be entitled to deliver the products in instalments, e.g. in the event of delay to or unavailability of part of an order; Deluxe Concepts shall be entitled to separately invoice the products so delivered, without this entitling the Buyer to make any claim against Deluxe Concepts. Deluxe Concepts shall inform the Buyer in the event of partial delivery.
3.3 In the event of delivery within the European Union (“EU”): unless otherwise expressly agreed between Deluxe Concepts and the Buyer, intra-EU deliveries of products shall in principle take place at the address indicated in the form that the Buyer will have filled in when placing its order. The risk of the loss of and damage to the products is transferred to the Buyer from the moment of delivery.
3.4 In the event of delivery outside the European Union: unless otherwise expressly agreed between Deluxe Concepts and the Buyer, deliveries of products outside the European Union shall be Ex Works (in accordance with the most recent version of the Incoterms as established by the ICC) from the address of the registered office of Deluxe Concepts. All risks (loss, damage to the products, etc.) shall pass to the Buyer in accordance with the said Incoterm upon delivery of the products, which shall be deemed to have been taken place upon their departure from Deluxe Concepts’ warehouse.
3.5 The order form and/or the order confirmation issued by Deluxe Concepts may mention a delivery deadline. Unless explicitly agreed otherwise in writing, this deadline is given as an indication only and is therefore non-binding. Under no circumstances may the postponement of this deadline give rise to any form of compensation to the Buyer, and postponement may not constitute grounds for the cancellation of the order. Likewise, no delay may give rise to a right to compensation in favour of the Buyer or be the cause of a cancellation or termination by the Buyer of its order and/or the delivery.
3.6 Notwithstanding the foregoing, it is understood that if Deluxe Concepts fails to deliver the products three (3) months after the expiry of the target delivery date specified in the agreement (or, where applicable, three (3) months after the expiry of the postponed or extended deadline), the Buyer shall have the right to terminate the agreement unilaterally and without charge.
3.7 The Buyer or the person acting on its behalf shall check the nature, quantity and condition of the goods ordered immediately upon receipt of said goods. The delivered goods shall be deemed to have been accepted by the Buyer at the latest four (4) calendar days after delivery of said goods, unless the Buyer files a complaint with Deluxe Concepts in accordance with Article 3.8. Approval shall cover all apparent defects, including those apparent defects which any Buyer under the same conditions could have detected upon careful and serious examination, in particular with regard to the characteristics of the goods.
3.8 If the Buyer becomes aware of any non-conformity in the goods delivered by Deluxe Concepts, they shall immediately inform Deluxe Concepts thereof by registered mail (to the registered office of Deluxe Concepts at 8500 Kortrijk (Belgium), Vaartstraat 55), or by email (to the following email address: email@example.com), and, under penalty of irrebuttable presumption of approval of the goods, and in any event prior to any use, processing, (re)sale of the goods and, at the latest, within four (4) days from the discovery of the defect in question. The Buyer's complaint must be as exhaustive and detailed as possible, and preferably contain photos that clearly attest to the claimed non-conformity or the apparent defects found.
4.1. Deluxe Concepts guarantees against hidden defects in the goods sold to the Buyer which render them unsuitable for their intended use, or impair this use to such an extent that the Buyer would not have acquired them, or would have given a lower price for them, if it had known about them ("Hidden Defects").
4.2. The Hidden Defects warranty stated in Article 4.1. is only valid under the following conditions:
- The warranty is only valid for defects which the Buyer proves to effectively be hidden defects;
- The warranty only applies to goods that have legally become the property of the Buyer;
- The warranty applies only to goods sold exclusively by Deluxe Concepts;
- The warranty does not cover defects and theft due to the negligent storage of the goods by the Buyer or any other fault attributable to the Buyer;
- The warranty does not cover defects resulting from incorrect, improper or abnormal use or from a failure to take proper care of the goods;
- The warranty does not cover any level of performance desired by the Buyer;
- The warranty does not cover defects resulting from the resale, treatment or processing of the goods by the Buyer;
4.3. If the Buyer becomes aware of a hidden defect in the delivered goods, they shall immediately inform Deluxe Concepts thereof by registered mail (to the registered office of Deluxe Concepts at 8500 Kortrijk (Belgium), Vaartstraat 55), or by email (to the following email address firstname.lastname@example.org), and under penalty of loss of its right to claim such a hidden defect in any event at the latest within eight (8) days from the discovery of the defect in question for the Buyer.
4.4. The Buyer's complaint must be as exhaustive and detailed as possible, and preferably contain photos that clearly attest to the claimed non-conformity or the apparent defects found. In this respect, it is recalled that the burden of proof regarding the potential existence of Hidden Defects rests exclusively with the Buyer.
4.5. In the event of proven hidden defects, the Buyer shall have the option of (i) returning the defective goods and having the price refunded, or (ii) retaining the defective goods with appropriate compensation, which shall never exceed the purchase price of such goods.
4.6. Deluxe Concepts shall compensate the Buyer for hidden defects in accordance with the relevant provisions of the Belgian Civil Code and under the conditions set forth in Article 4.2. above.
4.7. If the goods are found to contain hidden defects, Deluxe Concepts shall bear the costs of returning them to Deluxe Concepts and the costs of then returning them to the Buyer. However, if the goods are not affected by hidden defects, the costs of returning them shall be borne exclusively by the Buyer.
4.8. Deluxe Concepts reserves the right to suspend its obligations under this article until the Buyer has paid in full the amounts owed on any grounds whatsoever.
5.1. The prices of the products, expressed in euros, will be as quoted on the Webshop at the time the Buyer submits an order.
5.2. No document submitted by the Buyer may result in a change to the prices and/or the conditions relating thereto.
5.3. Prices are always quoted exclusive of taxes, excise duties and/or levies, and transport and packaging costs. Taxes, excise duties and/or levies introduced or that entered into force after the conclusion of the contract shall be borne in full by the Buyer, unless otherwise agreed between the parties. The prices are net and without discount.
6.1. For online sales, the Buyer shall make an immediate and full payment for the ordered products at the time the order is placed. To this end, the Buyer may choose between the following payment methods: MasterCard, Visa, American Express, Maestro, Bancontact, iDeal, Apple Pay and PayPal.
6.2. Deluxe Concepts shall process the order(s) of the Buyer only once it has received full payment for the related products.
6.3. Deluxe Concepts shall process the order(s) of the Buyer only once it has received full payment for the related products. Deluxe Concepts shall have the right to cancel the Buyer's order if it does not receive full payment within eight (8) calendar days of receipt of said order.
7. Delay in the performance of contractual obligations
7.1. If the Buyer fails to comply with its payment obligations within the time required for payment (for example, in the event that the payment is cancelled or invalidated for whatever reason), the Buyer shall, from the due date of the invoice(s) in question, be liable by operation of law and without prior notice to pay interest of ten percent (10%) per annum until the date of full payment. Fixed compensation of twelve percent (12%) of the total amount of the unpaid invoice, with a minimum of 250 EUR, will also be due. Deluxe Concepts shall be entitled to charge any extrajudicial debt collection costs it incurs. The non-payment by the Buyer of a single due invoice makes the balance of all outstanding invoices payable by right, even if not yet due.
7.2. Deluxe Concepts reserves the right to suspend any order or delivery of goods in the event that the Buyer has not paid the amounts owing by the due date.
7.3. If the Buyer fails to fulfil any of its essential obligations, such as the timely payment of Deluxe Concepts’ invoices, Deluxe Concepts shall be entitled to terminate the contract with immediate effect, by operation of law and without formal notice.
8. Retention of ownership
8.1. The delivered goods shall remain the property of Deluxe Concepts until full payment of the amounts due by the Buyer, whatever the reason. The Buyer may not resell or dispose of them as security until payment has been made in full.
8.2. Any action taken despite this article shall not be binding on Deluxe Concepts.
8.3. If the Buyer fails to pay in full for the delivered goods within the required payment period, Deluxe Concepts shall be entitled to demand the immediate return of all goods in the Buyer's possession, without judicial intervention and without further notice (and, if necessary, to request a prior inventory of such goods). The Buyer shall be obliged to return the goods without delay to the registered office of Deluxe Concepts, failing which the Buyer grants Deluxe Concepts the right to enter the (storage) space(s) where the goods are located; it being understood that all the costs incurred for the retrieval of the goods as well as those for the recovery of the goods shall be paid by the Buyer.
9.1. The liability of Deluxe Concepts is expressly limited to direct damage, which shall not exceed the value of the goods ordered.
9.2. Deluxe Concepts shall not be liable in any way for damages resulting from error or negligence on the part of the Buyer (including erroneous information or data provided by the Buyer or any person acting on its behalf, improper use or use contrary to the instructions provided by Deluxe Concepts) or of any person for whom the Buyer is liable. Similarly, and except in the event of wilful misrepresentation or wilful misconduct, Deluxe Concepts shall in no event be liable and cannot be required to pay damages to the Buyer for any form of non-material damage or indirect or consequential damage, including, but not limited to, loss of profit, loss of turnover, loss of income, loss of production or stoppage of production, administrative or personnel costs, increased overheads, lost opportunities, loss of clientele or any claims by third parties (including the Buyer's customers). The total liability of Deluxe Concepts per claim shall, except in the case of wilful misrepresentation or wilful misconduct, in any event be limited to the invoice amount of the defective delivery. The limitation of liability mentioned in this article 9.2. also applies in the event of gross negligence on the part of Deluxe Concepts.
9.3. The Buyer shall indemnify Deluxe Concepts in full against claims by third parties arising from the Buyer's misuse of the delivered goods or any other claim to which Deluxe Concepts is not a party.
10. Protection of the Buyer's data
Deluxe Concepts shall process all the personal information and data it receives from Buyers in accordance with its obligations under the legal and regulatory requirements for the processing of personal data, including the Act of 8 December 1992 on the protection of privacy in relation to the processing of personal data and the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
11. Force Majeure
11.1. Force Majeure shall mean any act beyond the control of the parties, which the parties could not reasonably have foreseen or avoided and which makes it impossible to perform their contractual obligations.
11.2. The following shall be non-exclusively deemed to be situations of force majeure which do not allow Deluxe Concepts to fulfil its obligations: any interruptions in production, transport or delivery, any shortage of raw materials, strikes (general or partial, of personnel or suppliers and carriers), lock-outs, embargoes, war, epidemics, attacks, explosions or civil unrest, fire, flood, bad weather, telecommunication failures, technical defects in the production line, road blockages or obstruction or a cut-off of the power or gas supply, or any other cause preventing the supply of raw materials.
11.3. In the event of Force Majeure on the part of one of the parties (Deluxe Concepts or the Buyer) the obligations of this party towards the other shall be suspended by operation of law, and without this giving rise to any right to compensation on the part of the other party. As soon as the cause of force majeure is known, the party affected by said force majeure shall inform the Buyer of the force majeure situation and of the immediate suspension of the parties' obligations.
11.4. If the force majeure situation on the part of Deluxe Concepts persists for more than six (6) months, both the Buyer and Deluxe Concepts shall be entitled to terminate the contract without prior judicial intervention and without being liable to pay damages to the other party.
The invalidity or unenforceability (in full or in part) of one or more of the clauses of these General Terms and Conditions shall not affect the validity or enforceability of the remaining clauses or that part of the clause which is not invalid or unenforceable, or the contract as a whole. In such a case, the parties will negotiate in good faith to replace the unenforceable or conflicting provision with an enforceable and valid provision that comes as close as possible to the purpose and scope of the original provision.
13. Applicable law
The contractual relationship between Deluxe Concepts and the Buyer shall be exclusively governed by Belgian law. The application of the Vienna Convention of 11 April 1980 on Contracts for the International Sale of Goods and the Convention of 14 June 1974 on the Limitation Period in the International Sale of Goods is explicitly excluded.
14. Competent court
Any dispute between Deluxe Concepts and the Buyer relating to the offers, quotations and order confirmations of Deluxe Concepts and/or to the sales contracts between Deluxe Concepts and the Buyer shall fall under the exclusive jurisdiction of the Courts of Kortrijk (Belgium).