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General conditions of sale
1. These general conditions are, unless otherwise agreed in advance and in writing, applicable to all of our sales and proposals. Herein, the seller is indicated either in the first person plural or by the terms ‘LAZER S.A.’, or ‘the seller’.
2. The commitments and orders taken by persons appointed for such purposes by ourselves and our representatives shall not bind LAZER S.A. until after it has given its written confirmation. Moreover, we shall be within our rights to modify the sales price, even if the order has been confirmed, as a result of fluctuations in elements which are fundamental to the calculation of the price. Fluctuations are construed as being, amongst others, changes to the foreign exchange rate, an increase in entry duties and/or import or export taxes, or rates of taxation. The customer can only withdraw his order if written notice is given to LAZER S.A. within eight days of the order being accepted. The purchaser shall be liable to pay the annulment costs connected with such withdrawals.Moreover, orders may be cancelled at any moment whatsoever by LAZER S.A., if the customer is refused by a credit-insurance company or if he is considered to represent a debt risk.
3. Our delivery obligation shall be ‘ex-works’, as is defined by Incoterms 2000, unless otherwise expressly agreed in writing.The delivery timeframe is intended to be indicative only. Any delay in carrying out orders or deliveries whatsoever cannot, in any case, be subject to fines, compensation or otherwise be to our detriment, unless otherwise specifically agreed by us in advance and in writing.
4. The risk of goods being lost or damages shall be borne by the buyer, from the moment that the goods have been delivered to the sellers registered office, in accordance with the Incoterm EXW provisions.The buyer is responsible for checking the goods or ensuring that the goods are checked, immediately after delivery.For any claims whatsoever to be considered valid, they must be made in writing and addressed directly to our offices, within 8 days of the goods being delivered.On no account shall any such claim suspend the obligation to pay for the goods.The seller shall be liable for any defects that affect the goods for a period of two years from the date of delivery of the same. This liability of the seller shall nevertheless be restricted to carrying out repairs to the defective parts of the goods, their replacement with the same type of goods or reimbursement of the equivalent cost of their replacement, which shall be at the choice of the sell, as well as costs of the work and services necessary for the repair of these goods. Under no circumstances whatsoever shall the seller be liable for accidental, subsequent or specific damage. If the buyer invokes the seller’s liability, he must provide the latter with all related proof as requested by the same, and for its part, the seller is obliged to take any necessary steps to repair the damage caused, once the claim has been judged to be admissible.The seller shall be exempt from any liability in the event that the defects result from the acts or omissions of the buyer or his customers, in particular, but not limited to, his negligence, tampering, inappropriate or improper use, or any other use that does not conform to the seller’s specifications.
5. Any goods that cannot be delivered within the agreed timeframe, due to the conduct of the buyer shall be placed in storage at the risk and liability of the latter. They shall be subject to a warehouse storage forfeit equivalent to 2% of the sales price per month, whereby the charge due shall be payable in whole months, and not parts of the same. Moreover, the seller shall have the right to claim compensation for any damage suffered, including the costs of transportation.
6. Failure to pay any sums on their due date shall result in the seller being fully entitled to claim any outstanding sums due. In the event of late or delayed payments, it shall become due by right and interest shall be due at the interest rate charged by the Banque Nationale de Belgique, increased by 2% from the date of default, which shall be calculable against the total due payment, without the necessity of giving formal notice for the same. Furthermore, 10% of the unpaid outstanding amount shall become due, with a minimum of 25 Euros, by right by way of a fixed and non-returnable indemnity.
7. Reservation of proprietary rights: The goods sold shall remain the property of the seller until total payment of the principal and interest has been made. As long as the payment has not taken place, the buyer is not authorised to pawn or use the goods as surety, construed in the broadest sense of the term. Further still, we continue to enjoy this proprietary right even if the goods have been transformed, transferred and/or resold by the buyer. In the latter case, the credit due from the re-sale price shall be entirely transferred to us by right.
8. The buyer undertakes to sell LAZER S.A. products only under their brand name and to respect packaging and presentation requirements stipulated by LAZER S.A.
9. LAZER S.A. is discharged from any liability whatsoever if it is unable to fulfil its obligations due to events that are considered to be outside its control or circumstances which constitute force majeure. Events falling within the definition of force majeure shall include wars, riots, strikes, social unrest, considerable increases in the costs of or scarcity of raw materials, labour, energy or transportation or any other events that make the performance of the obligations arising under the contract exceptionally onerous. This shall also be the case where similar circumstances arise in our suppliers’ factories. Force majeure events do not entitle the buyer to cancel his agreement. If the circumstances that are constitutive of force majeure become a permanent impediment to the performance of the contract, the seller shall be discharged from all his contractual obligations.
10. We formally refuse to accept any general purchasing conditions produced on letters or documents sent by our customers, and as such our conditions or sale alone are applicable. Any exceptions to this rule shall require our written consent.The buyer cannot claim that we have neglected, whether in a singular instance or repetitively, voluntarily or involuntarily, to apply all or any of the general conditions, on the grounds that they have not been expressed in writing.
11. The terms of the Vienna Convention on international sale of goods shall apply exclusively to this agreement. However, herein the parties waive their right to rely upon any terms of the Convention, which are contrary to the general conditions set forth in this agreement. The Belgian law shall be apply for the settlement of conflicts that do not fall come within the scope of either these General Conditions nor the Vienna Convention.Any disputes arising under this agreement shall be resolved without exception by the competent jurisdiction of Courts of Nivelles, in the French language.