- GENERAL
Marcel Liebaert NV, whose head office is located at Industrielaan 1, 9800 Deinze, Belgium and registered with the Banque Carrefour des Entreprises under number 0401.030.365 ( hereinafter : ” Liebaert “) , has as main activity the production and the sale of textiles.
Unless otherwise agreed per writing between the parties, the general sales conditions ( ” Terms “) are applicable to any offer, confirmation of order issued by Liebaert and to any agreement or arrangement between Liebaert and a professional buyer ( ” customer “) . By placing an order, the customer declares his agreement with the content and applicability of these Terms and of the language in which they were written, he acknowledges having actually read them beforehand and expressly waives the application of his own general conditions.
Liebaert has the right to change these terms at any time , and such Terms modified will be applicable from the first order following the notification of changes to the customer .
Failure to exercise a right by Liebaert will in no case be considered a waiver of a right, as this waiver must be expressly confirmed in writing.
- ORDERS
All Liebaert offers are valid for a period of 3 months, unless otherwise agreed between the parties . The provisions set out therein apply only under the condition that the quote has been accepted in its entirety by the Customer.
Orders are only valid and binding s for Liebaert, provided that Liebaert have confirmed in writing through an order confirmation . Liebaert has the right to refuse an order, for example if the Customer still has unpaid claims against Liebaert .
After confirmation by Liebaert, an order cannot be changed or canceled by the customer.
However, Liebaert may expressly and in writing authorize a change to the order, although Liebaert reserves the right to postpone its original delivery time due to the change.
A request to modify an order will only be taken into account if it is notified to Liebaert in writing to the e-mail address: sales@liebaert.com
Order changes approved by Liebaert mean that the targeted delivery date is automatically extended in accordance with Liebaert’s estimate . Liebaert can in no way be held responsible for alleged damage due to an extension of the deadlines following changes to the order requested by the Customer. The maintenance of the initial target dates in the event of an order modification can only take place after the express approval of Liebaert and always on the condition that all costs necessary to achieve the initial target dates are borne by the Customer . Any negotiation concerning a modification of a confirmed order can in no way influence the implementation of the original agreement between the parties and does not confer on either party the right to suspend its execution.
The Terms cannot be altered even if Liebaert accepts an order with special and/or particular terms .
- DELIVERY AND RISK
Unless otherwise agreed between the parties, the delivery of the goods takes place Ex Works (within the meaning of the latest version of the Incoterms as determined by the ICC) at the registered office of Liebaert. The risk of loss and damage to the goods passes to the Buyer in accordance with this Incoterm.
The delivery times notified , even in an order confirmation, are indicative and in good faith, but not binding . In case of non-compliance with a delivery time, compensation or cancellation will not be claimed by the Customer under any circumstances. Liebaert reserves the right to postpone delivery until full payment by the Customer of the sums due for whatever reason.
Whatever the size of the order, Liebaert reserves the right to deliver within the usual tolerances (above or below requested quantities) in the sector. Under no circumstances will the Customer be able to claim compensation in this regard .
If the Customer refuses to collect the goods on the initial delivery date, the purchase price will become payable as of a right and without prior notice from the initial delivery date. In addition, the Customer can only take receipt of the goods if he has paid in full the sums due to Liebaert for any reason whatsoever (including the aforementioned compensation).
Liebaert may suspend its provision of the service ( if any) and / or the delivery of the products , without legal intervention and without liability if (i) it reasonably believes that the services ( if any) and the products are used in violation of the agreement; (ii) an internal or external attack on Liebaert computer systems takes place ; (iii) Liebaert legal obligation of the suspension of services (the appropriate) or delivery of products; (iv) any other event occurring for which Liebaert believes purposively that the suspension of services (the appropriate) and the delivery of products is necessary to protect its computer systems or customers. Liebaert will make commercially reasonable efforts to notify Customer in advance of any such suspension, unless it determines, in its reasonable business judgment, that a shorter or concurrent notice suspension is necessary to protect Liebaert or its other customers against imminent and important operations, both operational and in terms of security.
- NON-COMPLIANCE AND VISIBLE DEFECTS
The Customer or a person acting on its behalf, shall verify the nature, quantity and condition of the merchandise when taking delivery.
The customer must report by registered letter within 5 working days of receipt of the goods, under penalty of nullity, all visible defects or non-compliance problems. This report will be accompanied by photos which will prove the non-conformity or the presence of visible defects.
In addition, Customer shall later introduce all claims for non-compliance or apparent defects, under penalty of forfeiture, within a period of one month after the delivery of the goods.
Complaints regarding possible errors, established by the Customer by means of laboratory tests or other tests such as resistance to light and washing, technical errors or visible errors, will never be accepted after processing or transformation of the goods. Any resale, use, treatment or transformation of the goods by the Customer deprives the customer of any comments concerning the conformity of the goods. The warranty does not cover defects or any loss of goods resulting from imprudent storage of goods by the Customer. The comments made by the Customer do not allow in any way him to fail to meet his payment obligations for the delivered goods. If the Customer does not report in a timely manner the non-conformity and / or apparent defects, he will be deemed to have accepted the goods.
- HIDDEN DEFECTS
Hidden defects are defined as manufacturing defects that make normal use of the goods impossible and which were not detectable by the Customer upon delivery . (“ Hidden defects ”). Liebaert indemnifies the customer for hidden defects in accordance with the law and under the following conditions:
– The guarantee only applies to goods which have legally become the property of the Customer ;
– The warranty only applies to products sold exclusively by Liebaert ;
– The warranty is limited to the replacement of defective merchandise without the Customer being able to claim compensation, whatever the cause;
– The warranty does not cover defects and thefts after storage at the customer premises or any other fault attributable to the customer ;
– The warranty does not cover the incorrect, inappropriate, abnormal , unauthorized or unsupported use of the goods;
– The goods will have essentially the characteristics conforming to their description as included in their technical sheet (given at the request of the customer). In the event of a derogation, the customer is informed or his approval is requested .
– The warranty does not cover defects resulting from lack of maintenance;
– The guarantee does not cover any level of performance desired by the Customer ;
– The warranty does not cover defects resulting from the resale, treatment or transformation of the goods by the Customer.
– The warranty period is limited to two months after delivery .
– Hidden defect is notified to Liebaert by registered letter within the five days after becoming aware of it and must be accompanied by photographs to justify the defect. Otherwise, any intervention by Liebaert will lapse.
– In the event of unpaid debts from the Customer, Liebaert is always authorized to suspend the replacement under the guarantee until the moment of full payment of the debts.
– The comments made by the Customer do not in any way allow him to fail to meet his payment obligations for the goods delivered.
- RETURN
In the event of a non-conforming delivery, Liebaert will determine whether a visible or hidden defect is effective and will determine whether the conditions are met for intervention in warranty.
– The Customer can only request the replacement of non-conforming or defective goods , without the Customer being entitled to any compensation or to the termination of the contract.
– The costs of return are at the cost of Liebaert , but no return can be made by the Customer without the prior agreement in writing of Liebaert . After approval, the goods must be returned immediately. This agreement can in no way be considered as an acknowledgment of Liebaert’s liability.
Liebaert reserves the right to suspend its obligations under this article until full payment by the Customer of all sums due, for whatever reason.
- PRICE
The orders will be charged at the prices and conditions at the time of placing the order by the Customer unless otherwise agreed between the parties. Prices are always indicated exclusive of taxes, excise duties, taxes and / or levies and delivery and packaging costs. The taxes, excise duties, taxes and / or levies which would be introduced or would become applicable after the conclusion of the contract, are entirely the responsibility of the Customer, unless otherwise agreed. The prices are net, without discount.
Prices and conditions may be adjusted at any time by Liebaert on the basis of objective evidence . The adjusted price and terms will be applied as soon as the Customer has been notified.
No document submitted by the Customer may result in a modification of prices and conditions.
- PAYMENT
Unless otherwise agreed between the parties, each invoice is payable spot and without discount at the registered office of Liebaert. Invoices are payable on the due date. Any dispute relating to an invoice must, under penalty of inadmissibility, reach Liebaert’s head office within eight calendar days from the date of invoicing by registered letter. The protest must be motivated to be valid.
If at any time a question arrises at Liebaert about the creditworthiness of the customer , which may include pending legal acts against the customer for non – or late payment of one or more bills, f legal and / or other identifiable event reorganization which may affect the confidence of Liebaert in the proper implementation of the commitments of the customer, Liebaert expressly reserves the right to suspend the deliveries , to require a payment in advance for the future deliveries or the production of orders, or ask the customer for guarantees and / or other guarantees, even if the goods have already been dispatched in whole or partially. If the Customer refuses to make an advance payment and / or to provide other guarantees requested by Liebaert , Liebaert has the right to terminate the contract with the Customer without prior notice , without judicial intervention and without compensation due.
- LATE PAYMENT
When the invoice is not fully paid by the customer on the due date, the customer is legally liable and without prior notice , upon receipts of the second payment reminder, of a conventional late payment interest equal to the legal interest as described in article 5 of the law of 02/08/2002 concerning the Law for the fight against late payments . In addition, the Customer will also be liable upon receipt of the second payment reminder , in application of the law and without default notice, of a lump sum equal to 10% of the total amount , with a minimum of EUR 40 and a maximum of EUR 2500 , even if a grace period has been granted and this to offset Liebaert’s administrative costs.
In the absence of payment of an invoice on the due date, all other claims on the customer become due automatically and without prior notice . If the Customer does not fulfill its obligations, including payment of the goods, Liebaert further reserves the right, without judicial intervention and without default notice to suspend the implementation / production / delivery of all pending orders or to dissolve the agreement without any right of compensation towards the Customer, but without prejudice to any other right which Liebaert has, including the right to compensation at the expense of the Customer .
- RETENTION OF OWNERSHIP
The delivered goods remain the property of Liebaert until full payment of the price indicated on the invoice , including eventual interest and costs . This applies to all debts Liebaert has on the customer and to all products purchased by the customer which are still in Liebaert’s possession .
As long as the full payment has not been made, the Customer may neither sell the goods or use them as a warranty. Any contrary action to this article is not opposable to Liebaert .
The Customer undertakes to sufficiently insure the goods against loss and to enable Liebaert to check the relevant insurance policy on first request. If it seems the goods are not or insufficiently insured, Liebaert will reserve the right to subscribe a policy of insurance against loss at the cost of the customer. In the event that the customer does not pay on time and correctly for the delivered goods, Liebaert has the right to collect all the goods immediately, without judicial intervention and without further notice and if necessary to request a prior inventory . The Customer will make these goods available at Liebaert’s head office upon first request. If failing to do so, the Customer grants Liebaert the right to enter the storage space(s) where the goods are located.
If the Customer wishes to transfer the goods to a third party (for example the owner of a property rented by the Customer) , the Customer will in all cases inform Liebaert in advance. This notification must contain the identity and address of the third party.
All costs incurred for the recovery of the goods, as well as the costs of their recovery, must be paid by the Customer .
- RESPONSIBILITY
In case Liebaert provides services in favor of the customer within the framework of its production of articles, Liebaert has only an obligation of means towards the customer, and in no case an obligation of result .
Liebaert is in no way liable if damage is caused not only due to a defect in the good, but also due to error or negligence on the part of the Customer or for a person from whom the Customer is. responsible . Except in the case of fraud or willful misconduct, Liebaert is not responsible and cannot be required to pay compensation to the customer for any form of immaterial loss, indirect or consequential, including but not limited to loss of profit, loss of turnover , loss of income, increase in production costs or production downtime, administration or personnel costs, increase in overheads, missed opportunity, loss of customers or any other claims by third parties (including customers of the customer).
The total liability of Liebaert per event is , except in the case of fraud or an intentional error in any case, limited to the amount invoiced for the defective delivery or if it is higher, the amount covered by the liability insurance of Liebaert.
The Customer will release full responsibility for Liebaert towards third parties in the event of claims established by the third party an improper use by the customer of the goods delivered or any other claim that is unknown to Liebaert .
- FORCE MAJEURE
Force Majeure means any act independent of the will of the parties and that they could not have reasonably foreseen or avoided, and which makes it impossible to fulfill their contractual obligations. The following are, among others, assimilated to situations of force majeure which do not allow Liebaert to fulfill its obligations: acts of authorities, war, fire, flood, explosion or civil unrest, telecommunications failures (including denial of service attacks and similar unavailability of internet connections), general or partial strikes by its staff or its usual suppliers and carriers , technical faults in the production chain, epidemics, pandemics (such as, for example, without limitation COVID-19), roadblocks or obstructions on or cut – off of the electricity or gas supply or for any other cause preventing deliveries from Liebaert. In such circumstances, Liebaert will inform the Customer of the force majeure situation and of the immediate suspension of the obligations of the parties as of right and without the right to compensation. If the force majeure will continue for a continuous period of six (6) months, it will put an end to the agreement , without compensation due to the Customer .
- INTELLECTUAL PROPERTY
Any document , technique or property on which Liebaert’s intellectual rights are based must be returned on first request and may not be alienated, copied, used or marketed without the prior written consent of Liebaert. Drawings produced by Liebaert and used by the Customer for various printing applications (digital, flocking, rotary, glitter, etc.) remain the property of Liebaert.
- PROCESSING OF PERSONAL DATA
Liebaert undertakes to fulfill its obligations under the applicable privacy legislation, including, but not limited to, the General Data Protection Regulation 2016/679 (“GDPR”) and the law of 30 July 2018 (law on the protection of individuals with regard to the processing of personal data).
The way Liebaert collects and uses personal data is described in the privacy policy . More information can be found on the website: https://www.liebaert.com/privacy-policy/ .
- CONFIDENTIALITY
The Customer undertakes to treat in a strictly confidential manner all information and all documents relating to Liebaert’s commercial activities which are communicated or which come to their knowledge within the framework of negotiations or agreements with Liebaert, even after the end negotiations ended, implementation of the assignment or termination of the contract. .
- SEVERABILITY
If one of the clauses or a plurality of clauses (in whole or in part) of the Terms were declared null or not enforceable, this will not affect the validity or the enforceability of the other provisions, in whole or partially, of the other respective provisions . In such a case, the parties will negotiate in good faith to replace the contradictory or unenforceable clauses with a legally valid and enforceable clause which is as close as possible to the object and scope of the original one(s) .
- APPLICABLE LAW AND COMPETENT COURT
The contractual relationship between Liebaert and the Customer is exclusively governed by Belgian law. The application of the Vienna Sales Convention is expressly excluded. Any dispute between Liebaert and the Customer will be brought exclusively at the courts of Ghent , division Ghent (Belgium) .
Nos conditions générales de vente en Français : suivez ce lien :
https://www.liebaert.com/terms-conditions-fr/
Onze algemene verkoopvoorwaarden in het Nederlands : volg deze link :