GENERAL AND SPECIAL TERMS
General and special terms and conditions VDC&BO BVBA
Art. 1. Definitions
1.1 VDC&BO BVBA: (hereinafter: VDC&BO) with registered offices at Groteweg 475A in 9500 Geraardsbergen, registered with CBE number 0818.140.659.
1.2 VDC&BO is a wholesaler in tobacco products, beverages, confectionery, and smoking accessories.
Art.2 Applicable conditions
2.1 The following general terms and conditions, as well as the special conditions, apply to all quotations, commitments, and contracts to which VDC&BO is a party. These general terms and conditions will prevail over all other general terms and conditions. The customer is deemed to be familiar with and to irrevocably accept these conditions by placing an order, and thereby expressly and fully waives the applicability of its own general and/or special terms and conditions.
2.2 These general and special terms and conditions can be found at www.vdc-bo.com..
Art.3. Correspondence and periods
Any correspondence in which the customer invokes (the implementation of) one or more provisions of the general terms and conditions will only be valid if this takes place by registered letter addressed to the registered offices of VDC&BO, Groteweg 475A, 9500 Geraardsbergen.
4.1 Orders can be placed in the following manners:
- By completing the order list of VDC&BO or an order list drawn up by the customer, and by subsequently submitting this order list by e-mail or fax;
- Using the order list of VDC&BO on the website;
- By submitting the order by e-mail;
- By phone.
4.2 Once the order has been confirmed by VDC&BO, no changes can be made to the quantities to be delivered, unless a new order list is drawn up and VDC&BO confirms this in writing.
Art.5. Conclusion, start, and duration of the contract
5.1 The contract will be concluded between the parties once the customer has placed an order in accordance with one of the manners set out in Article 5.4.
5.2 The implementation of the contract starts once the goods are loaded to be delivered to the customer.
5.3 The goods will be delivered to the location agreed on when placing the order.
5.4 A delivery receipt will be drawn up which will need to be signed by the customer. The customer will pay immediately in cash upon delivery unless agreed otherwise.
5.5 The duration of the contract will be the duration of the performance. A new order list will be concluded for each performance.
6.1 There is a mandatory sales price for tobacco products. This mandatory sales price must be listed on the tax slip and the invoice pursuant to Article 58 of the Belgian VAT Code.
6.2 An up-to-date order list can always be found on the following link: http://www.vdc-bo.com/orderlistt.html. The order list on the website at the time of the visit will set out the prices in effect at that time.
6.3 The customer will be informed of any campaigns in advance. Campaigns can also be found on the website and will only apply until the date agreed in advance, and as long stock lasts.
7.1 The customer can only validly cancel an order if this has been accepted by VDC&BO.
7.2 If the cancellation has not been accepted, VDC&BO may claim compensation from the customer equal to 10% of the invoice amount.
Art.8. Payment of invoices
8.1 The invoices must be paid in cash upon delivery. Any amount left unpaid on the due date will by operation of law and without notice being required be increased by a default interest of 10% and a lump-sum compensation of 10% to cover the extrajudicial collection costs, with a minimum of € 125.00, without prejudice to any collection costs. If multiple invoices are due, the lump-sum compensation will be due on each of the invoices. This compensation is not part of the judicial costs.
8.2 As long as the purchase price has not yet been paid in full, the sold and delivered goods and accessories will remain the full and exclusive property of the seller, who can invoke Article 13 if no payment takes place. The customer will become the owner once the full purchase price, additional costs, interest, and rate increases have been paid.
8.3 Discharging payment can only take place through:
IBAN: BE45 0689 0785 8389
IBAN: BE85 0689 0950 8706
8.4 Article 13.2 of this contract will apply if no payment takes place.
8.5 If an invoice has not been paid on the due date, as well as any other forms of payment defaults, this will result in the exigibility of the invoices submitted to the customer pending during that period, even if these are not yet due.
Art.9. Dissolution of the contract
9.1 VDC&BO has the right to dissolve the contract, and thus refuse to complete the delivery without notice of default or any form of compensation being required, in the following cases:
- if the customer violates one of its contractual obligations set out in these general terms and conditions;
- if the customer is in a state of incapacity in the context of the Belgian Act on the Continuity of Enterprises, bankruptcy, provisional receivership, ...;
9.2 If one of the above facts manifestly occurs, all pending invoices will become immediately exigible without prior notice being required in accordance with Article 13.1.
10.1 If the customer has complaints about the delivered quantity of goods, it must immediately object against this at the moment of delivery. The customer indicates that it accepts the delivered quantity from the moment the delivery receipt is signed.
In case of visible defects in the delivered goods, the customer must inform VDC&BO within 24 hours by means of registered letter addressed to the registered offices of VDBC&BO.
11.1 Delivering the goods on time is a best-efforts obligation. VDC&BO will do its utmost to deliver the goods at the agreed time, but does not accept any liability if the destination is not reached on time due to traffic conditions such as traffic jams, accidents, weather conditions, changes to the traffic situation, poor operation of the GPS, ...
11.2 The liability of VDC&BO will be limited to the amount covered by the insurances it has taken out and the amount of the sold goods. It will never accept any liability for any other consequential damage.
Art.12. Force majeure
12.1 VDC&BO is not liable for damage caused by not performing the service (on time) due to force majeure. Force majeure includes any event which was unforeseeable and unavoidable at the time the contract was concluded and which occurs beyond our will, and which forms a serious obstruction to the performance of the contract. These circumstances include war and riots, natural disasters, government measures, strikes, attachment, work conflicts, fire, lack of means of transport, and exceptional traffic obstructions.
12.2 VDC&BO can decide to suspend or cancel the contract in case of force majeure. The customer will never be able to claim any form of compensation in case of force majeure.
Art.13. Exigibility and suspension of the performance; reservation of ownership
13.1 If one of our invoices has not been paid on the due date, or in case of a full or partial failure of the customer to fulfil its obligations, all claims on this customer will become immediately exigible, and VDC&BO will be able to suspend the implementation of ongoing contracts.
13.2 By way of deviation from Article 1583 BCC, VDC&BO reserves the ownership of all goods it sells to the customer that have been or are yet to be delivered until these goods have been paid in full.
The goods will be kept pending the delivery or pick-up at the risk of VDC&BO.
The delivered goods, as well as any other objects which are a direct or indirect part of the contract, can be reclaimed by VDC&BO at any time without prior notice being required as long as the customer fails to fulfil its payment obligations.
If the reservation of ownership is invoked, the main contract or any associated contracts with VDC&BO will be considered dissolved.
If one of the provisions or a part of a provision of these conditions is declared void, this will not affect the validity of the other provisions, which will remain in full force and effect. The parties will immediately negotiate in good faith on a valid provision to replace the void provision which matches the purpose of the void provision as well as possible.
Art.15. GDPR clause
15.1 VDC&BO acts in accordance with the General Data Protection Regulation.
Art.16. Applicable law and competent court
16.1 These general and special terms and conditions are exclusively governed by the laws of Belgium.
16.2 All disputes related to the contract are subject to the competence of the Enterprise Court in Ghent, division Oudenaarde.
General Terms and Conditions VDC&BO BVBA – January 2020