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CONDITIONS GENERALES DE VENTE

GENERAL TERMS AND CONDITIONS OF SALE, DELIVERY AND PAYMENT 

ARTICLE 1. GENERAL PROVISIONS

The present general terms and conditions of sale govern the entirety of the contractual relationships between La SPRL Adventure4bio (registered office: Passage Saint-Paul 16 7700 Mouscron; RCB no. 0781 836 034), hereinafter referred to as "the seller", and any person who has received an offer from the seller and/or places an order with them, hereinafter referred to as "the buyer". These general terms and conditions of sale, hereinafter referred to as "the GTC", apply to all sales of products, to the exclusion of any other general or specific conditions of the buyer. Only deviations expressly accepted in writing by the seller may modify their application, under the conditions and limits mentioned in the said acceptance. The fact that the seller does not invoke, at any given time, any of the provisions of the GTC cannot be interpreted as a waiver of the right to invoke them later. The seller reserves the right to modify the GTC at any time for the future, whether or not in the context of ongoing commercial relationships. The GTC are included in all commercial documents issued by the seller or are attached thereto (catalogues and price offers, order forms and confirmations, invoices, etc.). The buyer may also obtain a copy of the GTC upon simple request to the seller. By merely placing an order, the buyer is deemed to have taken note of the GTC and to accept them. In the case of ongoing commercial relationships between the parties, the GTC will apply, unless expressly stated otherwise, to future sales without the need to be restated or recalled. 

ARTICLE 2. OFFERS AND ORDER CONFIRMATION.

All offers, regardless of their form, made by the seller are understood to be non-binding and may be modified at any time. Any order placed irrevocably commits the buyer to the seller. The buyer may only modify it with the express written agreement of the seller, with any related costs being borne by the buyer. The receipt of an order by the seller does not imply acceptance, which will occur either explicitly, through the sending of a written confirmation of the order, or tacitly, through its actual execution. In the latter case, the issued invoice constitutes the order confirmation. Immediate delivery may take place when the order has been subject to a written purchase order, compliant with the offer, duly completed and signed by the buyer, or is part of the continuity of established business relationships. However, any order negotiated through the intervention of the seller's representatives or agents only commits the seller from the moment it is confirmed in writing.

ARTICLE 3. PRICE AND REVISION CLAUSE

The prices mentioned in the offers and order confirmation are exclusive of VAT. All taxes and duties of any kind imposed or to be imposed on the price or the product are always the responsibility of the buyer at the rate in force at the time of delivery. Unless expressly stated otherwise, the prices do not include shipping, handling, and insurance costs, which are charged additionally. Any increase, after acceptance of the order, in one or more of the components constituting the cost price of the product (such as wages and social charges, the price of raw materials, the exchange rate, etc.) allows the seller to proportionally increase the agreed price at the buyer's expense by a maximum amount of 80% of the final price, in accordance with the provisions of the law of 30 March 1976 relating to economic recovery measures.

ARTICLE 4. DELIVERY.

The products sold travel at the buyer's risk, regardless of the mode of transport or the terms of payment for the transport cost. It is reminded that shipping and delivery costs are, unless expressly stated otherwise, the responsibility of the buyer. Delivery times are only an estimate. They are provided, unless expressly stated otherwise, for purely indicative purposes and do not constitute any commitment on the part of the seller. Any delay in delivery compared to the forecast does not allow the buyer, regardless of the cause, to invoke the cancellation of the order, to refuse the products, or to claim compensation for any direct or indirect damage suffered by them or by a third party. The seller reserves the right to make partial deliveries.

ARTICLE 5. FORCE MAJEURE.

Any case of force majeure or fortuitous event automatically suspends, without compensation, the seller's obligation to deliver until the cessation of the said circumstance. The following are considered as cases of force majeure or fortuitous events on the part of the seller: wars and similar situations, decisions or acts of public authorities, strikes, lock-outs, fires, floods, and other natural disasters, supply disruptions, failure of the seller's suppliers to perform, and more generally, all events not attributable to the seller, even if they were foreseeable at the time of acceptance of the order, making its normal execution impossible or rendering it substantially more difficult or more costly. The seller shall keep the buyer informed in a timely manner of the occurrence of the above events. If the event constituting force majeure or a fortuitous case lasts for more than two (2) months, either party is entitled, without judicial intervention and without being liable for compensation, to unilaterally terminate the sale for the part not executed, by simple notification to the other party.

ARTICLE 6. CLAIM - WARRANTY.

Under penalty of forfeiture, all claims relating to an apparent defect, a shortfall, or any non-conformity of the products must be made by email or in writing to the seller within two (2) working days following their delivery. These claims will only be admissible provided that the products have neither been used nor resold and are, with their packaging, in the same condition as at the time of delivery. An apparent defect or non-conformity is understood to mean any that can be detected by a thorough and detailed inspection. Hidden defects that may affect the delivered products must be reported by registered letter to the seller within two (2) working days following their discovery by the buyer or the day on which the buyer could – or should have – reasonably discovered it, and in any case, no later than three months from the date of delivery. The seller shall not be liable for any damage occurring during transport or attributable to inadequate conditions of handling, storage, preservation, improper use, or non-compliance with the instructions for use by the buyer or a third party. The submission of a claim does not relieve the buyer of their obligation to pay the invoice by its due date. No return of products may be made without the express and written agreement of the seller, and such agreement does not imply any acknowledgment of liability on their part. The seller's contractual liability is strictly limited, at their discretion, to the replacement of defective products or the refund of the invoiced price, without the buyer or a third party being able to claim any compensation for direct or indirect damage.

ARTICLE 7. PAYMENT.

Unless otherwise stipulated in writing, invoices issued by the seller are payable without discount to SPRL Adventure4bio (registered office: Passage Saint-Paul 16, 7700 Mouscron, VAT BE 0781 836 034) at the seller's registered office or to its bank account no. IBAN: BE12 0689 4507 7592 - BIC: GKCCBEBB within thirty (30) calendar days from the day following the receipt of the invoice by the debtor. Any partial delivery constitutes a sale and is subject to an invoice. It is reminded that the introduction of a claim by the buyer does not suspend their obligation to pay. Any claim relating to the invoice must, under penalty of nullity, be addressed to the seller by registered letter and must reach them within seven (7) calendar days of its receipt. Notwithstanding any contrary statements by the buyer, the seller reserves the right to allocate the payment to the oldest overdue debt and, in the event of the enforceability of compensation, costs, and interest, to these in preference to the principal. Any invoice not paid by its due date shall, by operation of law and without formal notice, from the following day and until its full payment, incur late interest calculated at the rate of 8.5% per annum on the amount due and automatically entails, as a penalty clause for late payment, the buyer's obligation to pay a fixed compensation equivalent to one-tenth of the invoice amount with a minimum of one hundred (100) euros. Furthermore, the seller is entitled to payment by the buyer, by operation of law and without formal notice, of a fixed compensation of forty (40) euros as recovery costs, as well as compensation for all other recovery costs incurred in addition to the said fixed amount due to late payment, including procedural costs in accordance with the provisions of the Judicial Code. The seller reserves the right, in the event of late payment, to suspend all ongoing or future deliveries until the arrears in principal, interest, and costs are settled, as well as to reclaim the delivered products or demand the return of the delivered products at the buyer's expense, risk, and peril, which the buyer agrees to upon simple request from the seller. In the event that the buyer fails to meet their payment obligations, is in a state of cessation of activities and/or payment, has proposed an amicable agreement within the meaning of the law relating to the continuity of enterprises, or has submitted a request in this regard, all debts of the seller, whether due or not, become automatically and immediately payable.

ARTICLE 8. RETENTION OF TITLE.

The delivered products remain the property of the seller until full payment of the price and its accessories, including costs, interest, and penalties, has been made. As long as this payment has not been made, the buyer is prohibited from alienating, whether for free or for consideration, pledging, and more generally disposing of, in any capacity, the products subject to the retention of title. The buyer is obliged to immediately inform the seller of any seizure carried out by a third party on the products subject to the retention of title. The above provisions do not prevent the transfer to the buyer, from the time of delivery, of the risks of loss, theft, or deterioration of the products subject to the retention of title.

ARTICLE 9. RESOLUTION

In the event of a breach by the buyer of their contractual obligations, such as the cancellation of an order accepted by the seller, failure to make payment by the due date, or refusal to take delivery of ordered products, the seller has the option to compel the buyer to perform the contract when possible or to consider it, without formal notice or warning, as being resolved by operation of law to the buyer's detriment, in which case the buyer will owe the seller a fixed and non-reducible compensation set at 25% of the sale price as compensation for the damage incurred by the seller due to the resolution. 

ARTICLE 10. SAVING CLAUSE

The invalidity or unenforceability of any of the clauses of the General Terms and Conditions does not affect the validity or enforceability of the other clauses, which remain fully valid. If necessary, the parties agree to replace the invalid or unenforceable clause with a valid clause that is economically closest to the invalid or unenforceable clause. 

ARTICLE 11. APPLICABLE LAW.

The sales contract is governed by Belgian law.

ARTICLE 12. COMPETENT JURISDICTIONS

All disputes are the exclusive jurisdiction of the Justice of the Peace of the Hainaut district or the courts of the judicial district of Mouscron.