GENERAL TERMS OF SALE MOON BVBA
Applicability and exceptions
These general terms of sale apply exclusively to all orders placed with Moon BVBA, henceforth referred to as ‘the seller’; sales; works; deliveries and services, thereby excluding the client’s, henceforth referred to as ‘the buyer, own terms and conditions . The buyer is deemed to acknowledge and accept these by the mere fact of placing their order. Deviations from these terms of sale, even when indicated on documents emitted by the buyer or by our representatives, can only be allowed when seller has confirmed them in writing in advance. Even then, all remaining points in the general terms of sale of MOON BVBA remain applicable.
Offers and order confirmations
Unless otherwise agreed in writing, our offers and order confirmations are purely informative. The sale is not concluded until the buyer’s order has been confirmed by our company. Any errors or claimed errors in our order confirmations need to made known to seller in writing, subject to forfeiting all rights, within 8 days of this confirmation.
As such, images, measurements and weights communicated by seller in catalogues or otherwise, are not binding and are solely given to present the article on offer. Deviations of whatever kind do not give the buyer the right to refuse the goods or payment or to demand compensation.
Unless otherwise agreed in writing, the delivery times as communicated by seller are only given on an informative basis and as such are not binding.
Force majeure, however it may occur, releases the seller from any duty of delivery.
Transport, risk and delivery
All goods are transported at the buyer’s own risk and cost.
Retention of title
Ownership of the delivered goods only passes to the buyer upon complete payment of the principal sum, if applicable increased by additional costs, penalties and interest. The buyer therefore cannot in any way dispose over the goods that have not been paid for in full, more specifically, the buyer may not give the goods in pledge, nor may he transfer ownership of these goods to third parties.
Providing security and suspension of delivery
Regardless of the agreed terms of payment and in the event the buyer’s creditworthiness goes down, the seller retains the right at any time, which is to say before or during delivery, to demand a bank guarantee from buyer to ensure fulfilment of his payment obligations. As long as this guarantee has not been provided, the seller, Moon BVBA, has the right to suspend all further deliveries. A bank guarantee may also be requested and further deliveries suspended, as long as the buyer has not fulfilled payment obligations regarding earlier deliveries and/or services.
Protection of the seller’s intellectual property
Under no circumstances may the lighting recommendations / lighting study (including all accompanying documents) provided to the potential buyer by MOON BVBA, be used to order lighting material from third parties. If this does happen, the potential buyer will be obliged to pay MOON BVBA a flat rate of damages amounting to 40% of the sale price of the goods concerned, upon which the sale is budgeted, as compensation for suffered costs and lost profits.
Guarantee and complaints
The non-conformity of the delivery and any visible defects need to be communicated to the seller within 48 hours of delivery, failing which the seller may find the complaint inadmissible. Any possible claim on the grounds of hidden defects needs to be instated within two months of discovery of the defect, failing which the claim in application of article 1648 BW (Belgian Civil Code) is inadmissible. This claim should, at pains of expiration, be instated within one year after delivery.
The liability of the seller is limited to the guarantee given by the producer of the sold product. If there is any liability on the part of the seller, the buyer shall have to concretely prove the damage. If the complaints transpire to be founded, the seller’s liability will be limited to replacing or repairing the defective or damaged goods and the damage can maximally be found to be equal to the cost price of the sold goods. No other damage to the buyer or a third party is applicable for compensation.
If, between the time of our order confirmation and the time of execution our costs have rising due to fluctuations in currency rates, rises in salary costs or the prices of primary materials, or following any manner of measures taken by the government or a foreign government, the seller shall shall be in their right to pass on this increase to our buyer, however without a increase of the original price exceeding 10%. If this should be the case, the buyer may renounce the purchase, if he so chooses, however without being eligible for any compensation.
a. All payments occur at the head office of MOON BVBA or through its bank account.
b. The invoices are, barring any written agreement stating otherwise, payable in cash.
Default of payment
If the buyer does not pay the invoice within ten (10) days of the expiration date, then the remaining balance shall, by law, be increased, from the date of expiry, by one (1) per cent interest per started month, and moreover an increase of ten (10) per cent, with a minimum of 125 euros (€ 125,00) shall be charged, and this per unpaid invoice, without a notice of default being required, and regardless of whether the agreement has been carried out in part. Moreover, with recovery via the courts, in concordance with the law of 02/08/2002, the buyer shall, undiminished by legal costs, owe compensation equal to fifteen (15) per cent of the invoice amount, with a minimum of two hundred and fifty euros (€250,00) as reasonable indemnification for the costs of recovery without a specific reminder being required.
Suspension / severance
The non-payment on the expiration date of a single invoice gives the seller the right by law and without notice of default, to suspend all existing orders. Moreover, the non-payment of an invoice on the expiration date leads to the annulment and, without notice of default, of the sale to which the invoice is related.
The buyer is required to immediately return the goods in the state in which they were delivered. If the buyer does not immediately return the goods to the seller, the seller reserves the right to immediately take measures to collect the goods. Every time a sale, due to any mistake or shortcoming on the part of the buyer, is annulled, wholly or in part, the seller will owe the seller the flat rate, non-diminishable compensation equal to 40% of the goods based on which the sale is annulled, as compensation for costs suffered and loss of profits. This compensation is due undiminished seller’s right to claim repayment of the costs seller has expended in order to regain the goods and to return them to their original condition.
Cancellation by the buyer
Upon cancellation by the buyer, he owes the seller compensation of 40% of the cancelled order value, without the seller being bound to show any damage suffered.
Acceptance of return by the seller
Goods are only taken back after agreement in writing by the seller. All goods, of which the return is for reparation, need to be sent prepaid.
Any disputes arising from the Agreement belong exclusively to the competence of the courts of Antwerp. All costs in relation to the recovery via the courts, including fees, shall be passed on to the buyer.
Belgian law is applicable to the agreement with seller.