Marcel Liebaert NV Terms & Conditions

These Terms (together with the documents expressly referred to in them) tell you information about Liebaert and the legal terms and conditions on which Liebaert provides its Customers with Services and products. These Terms will apply to any Services and products Liebaert offers.

Please read these Terms carefully and make sure that you understand them, before ordering or using any Services and/or products. The Terms contain important clauses which may impact on your legal status such as liability and indemnification clauses, limited warranties, a dispute resolution clause and other important terms.

Please note that when contacting us on our website, you will be asked to explicitly agree to these Terms. Additionally, by making use of the Website without registration and our social media, you explicitly agree to be bound by these Terms where and to the extent relevant. Please note, that when placing an order you automatically and explicitly agree to be bound by these Terms.

1. Definitions

The following notions used throughout this Agreement have the meaning attributed to them in this clause 1, unless where expressly otherwise stated:

1.1 “Additional Services and products” means additional services and products delivered by Liebaert that are not within the scope of the Services and products generally described on the Website but which may be delivered by Liebaert at the request of the Customer after mutual written consent, it being understood, for the avoidance of doubt, that Liebaert may decide in its full discretion not to render such Additional Services and products.

1.2 “Agreement” means collectively, these Terms, including all documents, annexes, conditions or other information as referred to in these Terms, and all other documents or agreements which you may have agreed on in relation to the subject matter hereof.

1.3 “Confidential Information” means all confidential information of a Party (“Disclosing Party”) disclosed to the other Party (“Receiving Party”) in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information shall include: the terms and conditions of this Agreement (including pricing), business and marketing plans, technology and technical information, product designs and business processes. Confidential Information shall not include: (i) information that is, or becomes, generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) information known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii)
information developed independently by the Receiving Party without breach of any obligation owed to the Disclosing Party; and (iv) information received from a third party without breach of any obligation owed to the Disclosing Party.

1.4 “Data Protection Legislation” means the current EU Directive 95/46/EC and any national implementations that apply to the Parties’ processing of personal data, including any
modifications to and replacements of the EU Directive 95/46/EC, including in particular the EU General Data Protection Regulation of 27 April 2016 (2016/679).

1.5 “Disclosing Party” has the meaning is set out in clause 1.3.

1.6 “Liebaert” means the company as identified in clause 2.1 of these Terms.

1.7 “Error” means a substantial, verifiable and reproducible non-conformity of the Services and products as described.

1.8 “Force Majeure” means any cause beyond a Party’s reasonable control, such as acts of God, acts from authorities, war, fire, flood, explosion or civil commotion, telecom breakdowns (including “denial of service” attacks and similar unavailability of internet connections), strikes, failure of a third party, software bugs in third party software, industrial action, etc. it being understood that Force Majeure cannot be invoked for a delay in payment or non-payment by the Customer of the Applicable Fees.

1.9 “Party/Parties” means either Liebaert and/or Customer and its employees, as the context may require.

1.10 “Receiving Party” has the meaning as set out in clause 1.3.

1.11 “Services and products” means the services and products offered and as further described on the Website and the additional documentation, where relevant, as made available by Liebaert.

1.12 “Term” means the complete term this Agreement is in effect, as calculated from the Effective Date and up until the day of the effective termination of this Agreement in accordance with the terms of this Agreement.

1.13 “Terms” means the present Liebaert terms and conditions.

1.14 “Website” means www.liebaert.com or www.nanostitchfabrics.com or any local variation of this URL.

1.15 “Working Day” means all days except Saturdays, Sundays and public holidays in Belgium. Working Days extend from 8:00 to 17:00 CET.

1.16 “Products” means all fabrics and narrow elastics produced and sold by Liebaert.

2. Information about Liebaert

2.1 Liebaert is a company trading under the name Marcel Liebaert NV, registered in Belgium under company number BE 0401.030.365 and with registered and main trading office address at Industrielaan 1, 9800 Deinze, Belgium. Our VAT number is BE 0401.030.365.

2.2 The Customer can contact Liebaert via the Contact Us page where all contact details are provided.

3. Warranties

3.1 Liebaert warrants that:

  • 3.1.1 it will perform the Services and products in a good and workmanlike manner, it being understood that all Services and products and all obligations of Liebaert under this Agreement are obligations of means, not obligations of result;
  • 3.1.2 the Services and products shall function substantially in accordance with their description and as set forth in their technical sheet, it being understood that small deviations will not constitute a breach of this warranty.
  • 3.1.3 it shall use reasonable efforts to maximise the availability of the Services and products. The Customer however recognises, and therefore agrees not to hold Liebaert responsible on whatever ground, that this availability is subject to a variety of interdependent factors, which are substantially out of the control of Liebaert.
  • 3.2 If the Services and products or Products do not perform as warranted, Liebaert shall undertake to correct the Errors. However, Liebaert does not warrant that the Services and products will be error free or will perform in an uninterrupted manner. Liebaert cannot guarantee that the Services and products will meet the Customer’s specific expectations, objectives or requirements.

3.3 In addition to the other provisions set out in this Agreement (including but not limited to clause 13.3), Liebaert may suspend the (access to the) Services and products without involvement of a judge and without liability if (i) it reasonably believes that the Services and products are being used in breach of the Agreement; (ii) there is an internal or outside attack on Liebaert’s IT systems; (iii) Liebaert is required by law to suspend the Service or products delivery; (iv) there is another event for which Liebaert reasonably believes that the suspension of the Services and products is necessary to protect its IT systems or customers. or (v) if it believes the customer is
not able to fulfil its financial commitments. Liebaert will use commercially reasonable efforts to give the Customer advance notice of such suspension, unless it determines, in its reasonable commercial judgment, that a suspension on shorter or contemporaneous notice is necessary to protect Liebaert or its other customers from imminent and significant operational or security risk.

3.4 Liebaert’s warranties do not cover interventions not assignable to Liebaert such as, but not limited to: (a) Errors resulting from erroneous, improper, non-authorized or unsupported use of the Services and products; (b) Errors resulting from a fault of the Customer.

3.5 Customer represents and warrant that this Agreement (and executing this Agreement)

  • 3.5.1 has been duly and validly executed and delivered by Customer and constitutes a legal, valid and binding obligation, enforceable against Customer in accordance with its terms, and
  • 3.5.2 that the execution, delivery and performance by Customer of this Agreement
    • 3.5.2.1 are within its legal capacity and power,
    • 3.5.2.2 have been duly authorized by all requisite action in Customer’s part,
    • 3.5.2.3 require the approval or consent of no other persons, and
    • 3.5.2.4 neither violate nor constitute a default under the (i) provision of any applicable laws and regulations, or (ii) the terms of any other agreement, document or instrument applicable to Customer or binding upon the Customer

4. Processing of personal data

4.1 Each Party shall comply with its respective obligations under Data Protection Legislation, and shall not undertake any action that would cause the other Party to breach any of the Data Protection Legislation obligations.

4.2 The way in which Liebaert collects and uses personal data, is described in the Privacy Policy and the Cookie Policy.

5. Confidentiality

5.1 The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written permission.

5.2 Each Party agrees to protect the confidentiality of the Confidential Information of the other Party in the same manner that it protects the confidentiality of its own confidential information of like kind (but in no event using less than reasonable care).

5.3 If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.

6. Risk allocation & Complaints

6.1 Complaints will only be accepted by writing within 14 days after acceptance of the products.

6.2 Complaints regarding possible errors, determined by the buyer by means of laboratory tests or other tests such as light and washfastness, technical errors or visible errors, shall under no circumstances be accepted after treatment or processing of the goods.

6.3 Goods that are the subject of a complaint can not be returned without prior permission from the seller. After approval, the goods must be returned immediately.

6.4 Regardless of the size of the order, the seller has the right to deliver with the usual tolerances (too much or too little) within the sector. In no case can the buyer claim compensation.

6.5 Liebaert’s total aggregate (i.e. not calculated per event giving rise to liability) liability under this Agreement, whether for breach of contractual obligations or on an extra-contractual basis, or on the basis of any other legal theory on liability that may be applicable, shall be limited to an amount equal to the total payments made by Customer to Liebaert for use of the Services and products (and for the avoidance of doubt, excluding any and all other payments made by the Customer to Liebaert for whatever reason).

6.6 Liebaert shall in no event be liable for any indirect, punitive or consequential damages of any kind (such as, without limitation, loss of profits, loss of use, loss of customers, business interruption, cost of cover, etc.), regardless of the form of action whether in contract, third party claims, extra-contractual liability or otherwise, even if it has been advised of the possibilities of such damage.

6.7 Nothing in this Agreement shall exclude or limit either Party’s liability for fraud or wilful misconduct.

7. Intellectual Property Rights Indemnification

7.1 The goods remain the property of the seller until receipt of the full invoice amount. As long as the payment has not taken place, the buyer does not have the right to pledge the goods or to use them in full or in part as a guarantee.

7.2 In case of non-payment on the due date, the buyer is obliged, at the first call of the seller, to return the goods still in his possession, and which are the property of the seller.
7.3 Designs produced by Liebaert and used by the customer for different printing applications (digital, flocking, rotative, glitter, etc…) shall remain property of Liebaert.

8. Customer indemnification

8.1 Customer agrees to defend, indemnify and hold Liebaert harmless from all judgments, awards, losses, liabilities, costs and expenses, including but not limited to reasonable attorney’s fees, expert witness fees, and costs of litigation arising out of or based on (a) Customer’s use of the Website and/or Services and products, (b) Customer’s connection to the Website and/or Services and products, (c) Customer’s violation of the Agreement or (d) Customer’s violation of any rights of a third party.

9. Payments, offers and delivery terms

9.1 All quotations, written or verbal, are without commitment. The prices do not include taxes.

9.2 Orders are only binding after written confirmation. Failure to return a confirmation within 5 working days assumes acceptance of the confirmation and the general sales conditions.

9.3 The specified delivery times are only indicative and approximate. Under no circumstances can compensation be claimed for non-compliance with a delivery term. In the event of an
exceptional delay, the cancellation of an order is only valid if notified by registered letter. However, the seller has the right to deliver the order up to 30 days after receipt of this registered letter. Unless otherwise stated in the contract, each order assumes a maximum term of 6 months. After expiry of this period, the seller has the right to regard the order as canceled or to request execution.

9.4 Payments must be made according to the payment conditions as stated on the order confirmation and on one of the account numbers mentioned at the top of the invoice. No discount, other than the one stated on the invoice, will be allowed. And this only within the due date for payment stated on the invoice.

9.5 Invoices are payable on the due date, on one of the account numbers of NV Liebaert, as stated on the invoice. If an invoice is not paid on the due date, a conventional default interest will be charged automatically and without any notice of default, at the interest rate as stipulated in article 5 of the Law of 02/08/2002 to combat late payment. Any late payment by the customer also gives NV Liebaert the right to charge a lump sum compensation of 10% of the invoice amount, with a minimum of 40 € and a maximum of 2,500 €, this to compensate the administrative costs of NV Liebaert . All costs resulting from enforcing a payment by amicable and judicial means, including court bailiffs, lawyers and court costs, are charged to the customer.

9.6 Failure to pay an invoice on the due date automatically makes all outstanding invoices due, irrespective of their due date. NV Liebaert has the right, without prior formality, to block all deliveries until the amount owed has been settled, regardless of any prior agreements made.

9.7 No change to the general terms and conditions of sale will be effected by accepting an order with other terms & conditions.

PART G – Miscellaneous

10. Miscellaneous

10.1 Entire Agreement – The Agreement constitutes the entire agreement between Customer and Liebaert, and supersedes all other communications, written or oral, with regard to the subject
matter herein, the Website and Services and products. For the avoidance of doubt, Customer’s general, specific or other standard business terms, as the case may be, will not apply to this Agreement, notwithstanding any provision to the contrary.

10.2 Force Majeure – Neither Party shall be liable to the other for any delay in, or failure of, the performance of its obligations under this Agreement arising from Force Majeure. The Party affected by Force Majeure shall as soon as practicable, send to the other a written notice setting out the circumstances of the event and its anticipated effect, and shall use all reasonable endeavors to minimize the effect of any such circumstances. If any delay or stoppage arising out of an event of Force Majeure continues for a continuous period of six (6) months, either Party may terminate this Agreement with immediate effect on giving written notice to the other, and neither Party shall be liable to the other for such termination.

10.3 Waiver – A failure or delay of any Party to enforce at any time any of the provisions hereof, or the failure to exercise any right which is provided therein or to require at any time performance of any of the provisions thereto, shall in no way be construed to be a waiver of such provisions of this Agreement by such Party in the event of a continuation or repetition of the circumstances which gave rise to such right.

10.4 Enforceability – Should any clause (or part thereof) of this Agreement be found to be invalid or unenforceable, such clause (or part thereof) shall be deemed severed from this Agreement, and the other clauses thereof shall remain in full force and effect, as if this Agreement had been executed without the invalid or unenforceable clause appearing. In such a case, the Parties shall negotiate in good faith to agree alternative or amended valid, legal and enforceable clauses with the same economic effect as intended by the parties hereto.

10.5 Interpretation – Any heading, caption or section title contained in this Agreement is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof.

10.6 Assignment – This Agreement is personal to the Customer and neither this Agreement nor any of the Customer’s rights or obligations hereunder shall be assigned, sublicensed, sold or otherwise transferred by the Customer without the prior written consent of Liebaert, unless as otherwise provided explicitly in the Agreement. Liebaert reserves the right to assign all or part of this Agreement at any time to any of its affiliates that can sufficiently execute the obligations under this Agreement.

10.7 Relationship of the Parties – The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship.

10.8 References and logo – During the Term and a period of five (5) years after the Term, Liebaert may use the Customer’s name and logo on its website and in press releases, brochures, financial reports and other promotional materials in any media indicating that Customer is or was a customer of Liebaert.

10.9 Notices – All notices under this Agreement shall be in writing, and shall be deemed to have been given upon: (i) personal delivery; (ii) the third day after mailing; (iii) the third day after sending by facsimile confirmed by a letter; or (iv) the first day after sending by email provided a valid proof of delivery can be provided. Notices to Liebaert shall be addressed to the attention of its indicated contact person. Notices to Customer shall be addressed to Customer’s signatory of this Agreement and/or to the Customer Portal.

10.10 Links – The Website may provide links to other websites or resources. Liebaert is not responsible for the availability of such sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources.

10.11 Survival – Those conditions of the Agreement whose intention and scope are designed to remain in existence, will also survive the termination, expiry, fulfillment or cancellation of the Agreement.

10.12 Governing law and jurisdiction – This Agreement and all respective rights and obligations of the Parties shall be governed by and shall be construed in accordance with the laws of Belgium (excluding its conflicts of laws rules). Should any dispute arise between the Parties out of or in connection with this Agreement, the Parties will endeavor to resolve the dispute in good faith by senior level negotiations. If the dispute is not resolved within thirty (30) days through such negotiations, each Party shall have the right to submit the unresolved issue to the Ghent (Belgium) courts, which shall have exclusive jurisdiction to settle any such dispute, controversy or claim which may arise in connection with this Agreement. This clause is without any prejudice to the legal rights of consumers.

10.13 Changes to the Agreement – Liebaert has the right to change this Agreement (including these Terms), and will inform Customer thereof by (i) e-mail; (ii) or via a message on the Website or the Customer Portal; and/or (iii) in any other way deemed appropriate by Liebaert.