Article 1. Scope
1.1. These general terms and conditions shall apply to any order placed with or by the “société anonyme” [public limited company] of Belgian law VIVIOU sprl, having its registered office at 5350 Libois (Evelette), rue le long du chateau, 174, Belgium, and registered in the central business register under the number 0449.511.856.
1.2. The application of these general terms and conditions shall constitute a decisive condition for the consent of VIVIOU sprl. Any order placed shall entail full acceptance by the buyer, without reservation, of these general terms and conditions, which shall take precedence over any and all other previous versions or specifications of the other party, even under the assumption that these general terms and conditions run contrary to that party’s own general terms and conditions.
1.3. These general terms and conditions may be derogated from only with the prior, written consent of VIVIOU sprl. The general terms and conditions of the other party or specifications communicated but not accepted in writing by VIVIOU sprl cannot be applied.
Article 2. Offer – Order
2.1. Unless stipulated otherwise, the offers of VIVIOU sprl shall be valid for 1 month.
2.2. Unless Article 11 applies, the order shall be firm for the customer as soon as it is received by VIVIOU sprl. For VIVIOU sprl, the order shall be firm as of such time that the latter has confirmed that the order has been taken into account and payment has been validated.
Article 3. Website, catalogues, etc.
Prices, rates, texts, photos, sketches, colours, diagrams, data etc. mentioned on www.viviou.be (and extensions), in our catalogues or other commercial documents are provided for information only and shall under no circumstances be considered as being contractually binding.
Article 4. Prices and payment
4.1. All our prices shall be quoted in euros, exclusive of tax, except in contracts concluded with a consumer which are inclusive of all taxes. The prices shall be for products delivered to our premises, not inclusive of charges and packaging, and shall apply under reserve of typographic errors and/or an adjustment of taxes payable on the products which shall be passed immediately onto the prices.
4.2. Payment shall be made exclusively in euros, at the registered office of VIVIOU sprl, in cash, without discount in case of early payment.
4.3. Any complaint or dispute relating to an invoice must be notified to VIVIOU sprl in writing within 8 days of receipt thereof, otherwise it will not be taken into account and the invoice shall be considered as accepted without reservation.
4.4. Default in payment shall entitle VIVIOU sprl to postpone any future delivery, without prejudice to the right to demand the return of products that have remained the property of VIVIOU sprl.
4.5. If an invoice is not paid when due, the customer shall be liable to VIVIOU sprl, as of right and without prior notice, for interest for late payment at a rate of 2% as well as flat-rate compensation equivalent to 15% of the amount payable in principal, with a minimum amount of €250 (or €25 if the order is placed by a consumer). Furthermore, in case of legal collection, the customer shall be liable to pay compensation covering legal expenses.
Article 5. Delivery and assumption of risks
5.1. Customers may have deliveries take place at locations indicated by them, by assuming all the expenses relating to such a delivery, in particular for shipping, customs, clearance, packaging, and other such costs.
5.2. Unless stipulated otherwise in writing, the delivery periods indicated in our offers are for information only. Subject to Article 11, a delayed delivery may under no circumstances lead to the termination of the contract by the customer nor to compensation.
5.3. Except where Article 11 applies, the risks shall be transferred to the customer as of the conclusion of the contract. The products shall travel at the exclusive risk of the customer, even if the prices have been quoted carriage paid and irrespective of the means of transport used. It shall be up to the customer to take out insurance to cover any damage during delivery. The products shall be delivered, weighed and accepted from our stores, where the customer will have the option of being represented by informing us accordingly in good time; otherwise we shall consider that the customer will not avail himself of this right and the goods shall be deemed to have been received and accepted by him in our stores before shipment.
5.4. In the event of damage, delay, total or partial loss of the goods, etc., resulting from transport and/or transhipment, the customer shall take action against the carrier, custodian or third parties, to the entire discharge of VIVIOU sprl. The customer may not cite such cases to refuse or to defer payment for the products in full. VIVIOU sprl will provide a copy of the contract of carriage upon request.
Article 6. Liability
6.1. VIVIOU sprl shall guarantee the products against any lack of conformity, latent defects or damaging consequences under the conditions provided by the Civil Code.
6.2. Upon taking possession of the products, the customer must carry out all such inspections as necessary to detect any damage, flaws, obvious defects, or non-conformity with his order, and must notify VIVIOU sprl accordingly in writing within 8 days. VIVIOU sprl may under no circumstances be held liable for delays, losses or deterioration attributable to the post or any other carrier.
6.3. The customer shall apprise VIVIOU sprl in writing of any latent defect or damaging consequence within 30 days of the discovery thereof, on pain of forfeiting any cause of action. He must moreover be able to provide proof of the claims made.
6.4. The liability of VIVIOU sprl, including under legal and contractual guarantees, shall be limited to the price of the defective or non-compliant products. VIVIOU sprl may at no time be held liable for indirect damages or other prejudice suffered by the customer or a third party.
Article 7. Retention of title clause
7.1. The transfer of ownership of products shall occur only when the price is paid, including interest for late payments and any compensation. If the price is not paid when due, VIVIOU sprl shall be entitled to repossess the products, at the customer’s expense without prejudice to the right to claim compensation as referred to in Article 4.5.
7.2. Until the price has been paid in full, including any interest for late payments and any compensation, the customer may not sell, pledge, or assign the products in any way, without the prior, written consent of VIVIOU sprl which shall remain the owner thereof.
Article 8. Termination of the contract
In addition to the performance of the contract in full to the satisfaction of both parties, or joint written agreement by the parties to terminate the contract, the contract shall expire, as of right, without prior legal action, and without prejudice to the payment of the compensation referred to in Article 4.5, in the following cases:
– If the customer persists in failing to comply with any of his obligations 8 days after relevant notice has been duly served;
– In case of bankruptcy, insolvency, initiation of a situation of concursus creditorum or discontinuance of activities by either party.
Article 9. Exemption of liability
Complaints pertaining to the points below shall not be accepted and VIVIOU sprl shall in no way be held liable for the:
– poor utilisation of the product;
– use of the product for purposes other than those reasonably foreseen, given the product’s characteristics, unless the customer had specified so in writing, at the latest when the sale was concluded;
– damages caused by force majeure, unforeseen events, government action and any other circumstances of a similar nature;
– addition, transformation of use of accessories or additional devices not compliant with the technical specifications or normal use;
– fault or act committed intentionally by any person whatsoever, including the customer or his authorised agent;
Article 10. Force majeure
Neither party shall be held liable for non-fulfilment of one or more of its obligations arising out of this contract if failure to do so is due, directly or indirectly, to an unforeseeable, external event beyond its control, including, but not limited to: wars, mobilisations, riots, strikes, lock outs, epidemics, machinery breakdowns, atmospheric conditions, fire, explosions, etc. If such an event were to occur, the party that is unable to fulfil its obligations shall apprise the other party of the nature, presumed duration and consequences of said event, at the latest 5 days after the occurrence thereof. The obligations of the parties shall be suspended for the entire duration of the event.
Article 11. Consumer – customer
If the customer of VIVIOU sprl is a consumer within the meaning of the Act of 6 April 2010, he shall have specific rights conferred on him by said act, and in particular the following:
– The order for the customer is firm only when VIVIOU sprl has confirmed that the order has been taken into account;
– The risks are transferred to the customer only at the time that the latter, or a third party other than the carrier designed by the customer, takes possession of the products;
– If the contract is concluded at a distance or off the premises of VIVIOU sprl, the consumer – customer shall be entitled to cancel the order, without penalty or indication of reason, provided he informs VIVIOU sprl accordingly before the expiry of a 14-day period as of the date that the customer or a third party other than the carrier designated by the customer, takes possession thereof;
– If VIVIOU sprl does not deliver the products within 30 days after the date on which the order was placed or within the agreed period, the customer shall be entitled to terminate the contract, after having enjoined VIVIOU sprl to make the delivery within an additional period, and on condition that VIVIOU sprl did not make the delivery within that additional period;
– If the products delivered are not compliant with the contract, the consumer may require that they be replaced under the conditions of Articles 1649bis ff. of the Belgian Civil Code.
Article 12. Language
The customer shall in no way be exempted from the application of the general terms and conditions of VIVIOU sprl if he did not receive them in his language, as a translation can be obtained upon request.
Article 13. Notice
Notices to VIVIOU sprl shall be served in writing at the address of the registered office indicated under 1.1, and may be duplicated by fax or e-mail.
Article 14. Autonomy of clauses
If one or more clauses or part(s) of clauses of the contract were to be declared null and void or contrary to the mandatory law, such voidance shall not affect the validity of the other clauses. The parties shall, where required, negotiate to agree on one or more provisions so as to attain, insofar as possible, the objective pursued by the voided clause(s).
Article 15. Applicable law and competent court
15.1. This agreement shall be governed by Belgian law.
15.2. The parties shall endeavour to settle any disputes by seeking an amicable agreement first.
15.3. Any dispute of the validity, interpretation or performance of a contract concluded shall be referred to French-speaking courts of the district of Brussels.