Terms and conditions of sales

GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY OF GENTESO B to B

1. General
1.1 All orders issued by customer-purchaser and all offers, order confirmations, invoices and other documents issued by GENTESO and agreements between customer-purchaser and GENTESO are subject to these terms and conditions of sale and delivery.

These can also be consulted at the GENTESO's website: www.GENTESO.com

1.2 The customer-purchaser's order, in and of itself, is regarded as constituting his or her acceptance of these terms and conditions of sale and delivery. The customer-purchaser's general terms and conditions, under whatever designation, which derogate from these terms and conditions of sale and delivery of GENTESO are nor applicable to nor enforceable against GENTESO, unless GENTESO expressly accepted them in writing prior to any conclusion of a contract.

1.3 The nullity or unenforceability of one of the clauses of these terms and conditions of sale and delivery does not affect the validity and enforceability of the other clauses.

Insofar as these terms and conditions of sale and delivery have also been drawn up in a language other than Dutch, the Dutch text always takes precedence in event of divergences.

1.4 In its relationship with customer-purchaser, GENTESO will respect the privacy legislation being into force, regarding data processing.

2. Contents of the catalogue
The contents of the catalogue is not exhaustive and the data contained therein such as, but not limited to, sizes, items, prices, characteristics, presentations and capacities are merely indicative and do not bind GENTESO.

GENTESO can change the contents of the catalogue and the data contained therein at all times without prior notification.

3. Orders by the customer-purchaser - order and confirmations issued by GENTESO

An order issued by a customer-purchaser, is confirmed by GENTESO by way of an order confirmation.

GENTESO is entitled to renounce from the abovementioned order confirmation without prejudice to the applicability of these terms and conditions of sale and delivery.

If there is a difference between the customer-purchaser's order and the order confirmation issued by GENTESO, the order confirmation of GENTESO is exclusively binding.

4. Prices and price changes

4.1 Prices are stated in the GENTESO catalogue/website and exclude VAT and any other taxes and duties possibly levied by the government and are merely indicative.

4.2 GENTESO may adjust its prices at all times.

4.3 Transport and packaging costs are not included in the prices. GENTESO will bear the transport cost, only for confirmed orders as from 250,-€ ex VAT, for deliveries within the Belgian territory. Though, in that case too, the goods travel at the purchaser's risk.

5. Delivery - delivery stipulations and risk transfer

5.1 Delivery term: Subject to a written agreement between the parties stating otherwise, the delivery terms stated are indicative and do not bind GENTESO.

5.2 Place of delivery and means of delivery ex works: The goods are delivered and put at the disposal of the customer-purchaser in the warehouses of GENTESO or those of GENTESO's manufacturer or supplier.

All goods are sold and delivered ex works. The customer-purchaser, exclusively, is responsible and liable for the costs and risks accompanying loading, transport and obtaining customs clearance for the delivered goods to the desired destination.

5.3 GENTESO remains owner of the delivered goods until the customer-purchaser has paid the total purchase price, interest and costs in full. However, the risk relating to the goods is transferred at the moment of delivery.

6. Complaints - Liability - Guarantee

6.1 VISIBLE DEFECTS AND NON-CONFORMITY

The customer-purchaser must take delivery of the goods immediately and inspect them.
After 2 days following the delivery, the customer-purchaser is deemed to have accepted them irrevocably and unconditionally and GENTESO can no longer accept any complaint due to non-conformity and/or visible defects of whatever nature.

6.2 HIDDEN DEFECTS AND HIDDEN NON-CONFORMITY

Complaints relating to hidden defects or hidden non-conformities must be lodged by registered letter addressed to GENTESO within 8 days after they have been discovered, yet, at the latest, within 12 months of the delivery.

Customer-purchaser must, in any event, keep the defective goods at the disposal of GENTESO.

If there is a timely and founded complaint due to hidden non-conformity or hidden defect, the customer-purchaser only has the option of lodging a claim for the return of the defective goods without the purchaser being able to enforce any right to claim compensation for damages.

6.3 In any event, the guarantee obligation on the part of GENTESO is at all times limited to the guarantee provided by the manufacturer of the goods to be delivered. Such guarantee is, in any event, limited to replacement or repair of the delivered good and the guarantee applies only if the delivered goods have been used correctly under normal circumstances.

6.4 The liability of GENTESO towards the customer is at all times limited to the amount of the purchase price of the sold goods as stated on the invoice, with the explicit exclusion of any indirect, special, incidental, punitive damage, consequential damage or damage of the product, such as, but not limited to, transport costs, travelling and accommodation expenses, costs for assembly and/or installation/reinstallation, loss of profit and enterprise stagnation.

6.5 By lodging a complaint, the customer-purchaser's obligation to pay for the goods involved in the dispute is not suspended.

7. Price and payment

7.1 Subject to a written agreement to the contrary, all GENTESO invoices are payable immediately in cash in Antwerp (Belgium).

The invoice amount is net payable. Discount for immediate payment must be agreed in writing and in advance. Bank and discount costs are at the customer-purchaser's expense.

7.2 Any objection relating to GENTESO invoices must be lodged in writing, fully justified and within 8 days after the invoice date.

7.3 If the invoices of GENTESO are not paid on the due date, the customer-purchaser is obliged to pay GENTESO a compensation amounting to 10% of the outstanding invoice amount, with a minimum of EUR 50.00, for compensation of damages, automatically and without notice of default.

In addition, the customer-purchaser shall be obliged to pay GENTESO late payment interest amounting to 1% per month commenced, automatically and without prior notice of default.

Furthermore, all payment facilities granted to the customer-purchaser are cancelled and all other outstanding invoices become immediately claimable.

7.4 GENTESO also reserves the right to suspend further deliveries if the customer-purchaser does not comply with the agreed payment conditions.

8. Agreement and termination

8.1 If the customer-purchaser does not meet his or her obligations, including his or her obligations to pay the price and take delivery of the goods, GENTESO is entitled to dissolve the purchase agreement by a single written statement, without judicial intervention, against the purchaser, and GENTESO is entitled to a fixed compensation for damages equal to 30% of what the customer-purchaser should have paid GENTESO at the execution of the agreement, without prejudice to the right of GENTESO to full compensation for costs and damage and without the customer-purchaser being able to enforce any right for compensation of damages.

8.2 The customer-purchaser can only cancel a concluded agreement with the prior written consent of GENTESO. If GENTESO agrees with the cancellation, the purchaser owes GENTESO a compensation for damages of at least 30% of what the customer-purchaser should have paid GENTESO at the execution of the agreement, without prejudice to the right of GENTESO to full compensation for costs and damage, and without the purchaser being able to enforce any right for compensation of damages.

9. Applicable law and competent Courts

All agreements between customer-purchaser and GENTESO and disputes relating to them are governed by Belgian law, to the exclusion of the Vienna Sales Convention of 11 April 1980. At plaintiff's choice, the Courts of the Judicial District of Antwerp, department Antwerp or the Courts of the defendant's domicile are exclusively competent in any possible disputes between parties.