General terms and conditions Sanjoya B2B
GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY OF SANJOYA BVBA, HAVING ITS LEGAL ADDRESS IN ANTWERPEN/ BELGIUM, FILED WITH THE CHAMBER OF COMMERCE AND INDUSTRY IN ANTWERPEN UNDER NUMBER 0504.858.769. THESE GENERAL TERMS AND CONDITIONS CAN ALSO BE FOUND AT http://www.sanjoya.eu (June 2016)
1.1. These General Terms and Conditions of Sale and Delivery (hereinafter referred to as the ‘Terms and Conditions’ of SANJOYA BVBA, hereinafter referred to as ‘SANJOYA’, are applicable to all offers and quotations of SANJOYA and to all contracts with SANJOYA.
1.2. For the purposes of these Terms and Conditions, the term ‘products’ means all items that are the subject of a contract.
1.3. For the purposes of these Terms and Conditions, the term ‘contract’ means any contract concluded between SANJOYA and the Buyer, any additions or amendments thereto and all juridical and other acts performed in preparation or execution of such contract.
1.4. For the purposes of these Terms and Conditions, the term ‘Buyer’ means any legal entity or natural person acting in the course of a profession or business that has concluded or wishes to conclude a contract with SANJOYA as well as their representatives, authorized agents and legal successors.
1.5. For the purposes of these Terms and Conditions, the term ‘written’ expressly and exclusively means: signed by the person(s) who are duly authorized under the articles of association to represent the relevant party, unless the term ‘written’ is explicitly and unequivocally deﬁned differently.
1.6. The Buyer’s general terms and conditions are applicable only if and to the extent that SANJOYA has accepted them expressly and has conﬁrmed this acceptance to the Buyer in writing.
1.7. As long as SANJOYA has not accepted the Buyer’s terms and conditions in writing as meant in Article 1.6 above, SANJOYA expressly rejects the Buyer’s general terms and conditions of purchase or other clauses.
1.8. Additions or amendments to any provision in these Terms and Conditions are applicable only if and to the extent that SANJOYA has laid them down in writing and these relate only to the relevant underlying contract. SANJOYA is at all times entitled to amend or supplement these Terms and Conditions unilaterally and/or use new terms and conditions. SANJOYA agrees to inform the Buyer of such amendment(s), additions or new terms and conditions no later than 10 business days before these take effect.
2. Offers and Quotations
2.1. Offers and/or quotations submitted by SANJOYA are not binding on SANJOYA and are to be regarded only as an invitation to place an order. The offers and/or quotations issued by SANJOYA are without prejudice and subject to contract and cannot result in any obligation for SANJOYA.
2.2. Without prejudice to Article 2.1, offers and/or quotations are valid only if these have been submitted in writing and for the period mentioned in the offer and/or quotation. If the offer and/or quotation does not specify any period, the offer and/or quotation is valid for a period of 10 calendar days.
2.3. All speciﬁcations by SANJOYA relating to numbers, weights, colours, parts, measures and/or other product speciﬁcations are made with due care. SANJOYA does not guarantee, however, that there can be no deviations from such speciﬁcations and for this reason, the Buyer cannot rely upon the above product speciﬁcations. Any models, samples or drawings that have been shown or provided are meant only as illustrations of the relevant products.
3.1. Orders (i.e. any order placed by the Buyer with SANJOYA) are placed in writing. For the purposes of this speciﬁc paragraph, ‘written’ means messages sent by letter, fax, e-mail or online through SANJOYA.
3.2. Without prejudice to Article 3.4, a contract is concluded only if and to the extent that SANJOYA accepts an order in writing or executes such order. SANJOYA is all times entitled not to accept an order, with a speciﬁcation of the reasons, without being liable to pay any kind of compensation.
3.3. All contracts are entered into subject to the condition subsequent that the Buyer is found to be sufﬁciently creditworthy with respect to the order(s) placed by the Buyer, such at the ﬁnal discretion and judgment of SANJOYA, within 10 business days of the date referred to in Article 3.2.
3.4. All contracts are entered into subject to the condition precedent that the Buyer has fulﬁlled the obligations under any earlier contract(s) concluded between SANJOYA and the Buyer.
3.5. From the moment SANJOYA accepted an order in writing or executed the order, the contract between SANJOYA and the Buyer is final and the Buyer is obliged to pay for the order he made. Once the agreement entered into force it can’t be cancelled by the Buyer. In case of force majeure the Buyer has to notify SANJOYA immediately in writing. SANJOYA may, in case of force majeure, decide to exceptionally cancel the agreement. The Buyer shall nevertheless be subjected to the payment of 50% of the original purchase and the additional compensation of any damages suffered by SANJOYA
4. Delivery / Passing of Risk
4.1. The risk with respect to the products passes to the Buyer at the time of delivery. Delivery is deemed to have been effected as soon as the products have been offered to the Buyer and the Buyer (or any employee of the Buyer) has signed for the receipt of the products. If and as soon as the Buyer (or any employee of the Buyer) has signed for the receipt of the products offered by SANJOYA, but if such delivery has turned out to be impossible, at the sole discretion of SANJOYA, the risk of the products has passed to the Buyer.
4.2. Without prejudice to the provision of Article 4.1, the Buyer must bear the relevant transport costs (expressly including the costs with respect to import licences and customs clearance) if the delivery address of the products is outside the Netherlands and/or if the Buyer with a domestic delivery address and SANJOYA have not expressly agreed otherwise (because the Buyer may, for example, use a collection location within SANJOYA).
4.3. If SANJOYA cannot deliver the products (such in the sole judgment of SANJOYA), the Buyer is in default without any notice of default being required and the Buyer is required to compensate all losses that may be suffered as a result thereof. In that case, SANJOYA is entitled to store the products on its own premises at the Buyer’s risk and expense, without prejudice to the Buyer’s obligation to pay the relevant invoice amount on the due date and without prejudice to the retention of title provisions envisaged by Article 8. SANJOYA may also opt to resell the products to third parties, on the understanding that the Buyer must pay the difference between the relevant invoice prices, in addition to the losses that may have arisen and the storage costs as meant above.
4.4. SANJOYA is at all times entitled to effect delivery in parts and to invoice each part separately. In such cases, every partial delivery is to be regarded as a separate contract concluded subject to the same terms and conditions as the original contract. The Buyer is not entitled to suspend any payment because the delivery period with respect to all or part of the products is exceeded.
5. Delivery Times
5.1. Delivery dates are approximate only, not binding on SANJOYA, based on the circumstances facing SANJOYA at the time such dates are speciﬁed and, insofar as these depend on actions or data to be undertaken or provided by the Buyer or third parties, delivery is effected when such actions or data are undertaken or provided by the Buyer or by third parties. SANJOYA will comply with delivery dates as much as possible.
5.2. If SANJOYA needs data or tools to be provided by the Buyer for executing the contract, the delivery period cannot commence earlier than on the day that all data or tools needed have been made available to SANJOYA.
5.3. If the delivery period is exceeded, the Buyer is not entitled to any compensation. In that case, the Buyer is not entitled to rescind the contract either, unless the delivery period of the relevant products is exceeded by such a wide margin that the Buyer cannot reasonably be required to allow the relevant part of the contract to continue. In that case, the Buyer is entitled to rescind the contract, only to the extent, however, that it relates to the overdue delivery of products as meant hereinbefore.
6. Prices and Payments
6.1. The prices of the products and/or services offered may be quoted in euros, USD, or another currency. Prices are always exclusive of VAT/turnover tax and exclusive of any other taxes and/or levies, unless indicated or agreed in writing otherwise. Any handling and/or transport costs (as referred to in Article 4.2) are charged separately.
6.2. The prices are based on the circumstances faced by SANJOYA at the time of the contract, including but not limited to statutory rules, labour costs, cost prices of raw materials and other materials, purchase prices, excise duties, import and export duties, exchange rates, taxes and other levies that are directly or indirectly imposed on SANJOYA or that are charged to SANJOYA by third parties and/or other factors that affect the price for any reason whatsoever. If there is any change of circumstances after the contract is concluded but before the date of delivery, SANJOYA is entitled to pass on the costs incurred as a result thereof to the Buyer by means of a price increase. If this happens, SANJOYA will inform the Buyer of these changes as soon as possible.
6.3. Without prejudice to the preceding paragraph, SANJOYA is at all times entitled to increase its prices, subject to a maximum of 15% per calendar year. SANJOYA will inform the Buyer of such price increase as soon as possible, and not later than 30 calendar days in advance.
6.4. Barring other written agreements between SANJOYA and the Buyer, the Buyer shall pay the amounts due pursuant to a ﬁrst contract between SANJOYA and the Buyer on the basis of payment before delivery.
6.5. If, however, SANJOYA ﬁnds out that the Buyer is sufﬁciently creditworthy within the meaning of Article 3.3, the Buyer may pay SANJOYA the amounts charged to the former, effectively in the currency quoted on the invoice, within 30 days of the invoice date, unless another term of payment has been expressly agreed upon. All payments must, at SANJOYA’s discretion, be made at the ofﬁce of SANJOYA or into a bank account to be speciﬁed by the latter. Payments made at the ofﬁce of SANJOYA must be in cash.
6.6. SANJOYA is entitled to change the term of payment mentioned in Article 6.5 should this be necessary, in SANJOYA’s opinion, on the grounds of the creditworthiness data or on other grounds.
6.7. Where SANJOYA receives the full invoice amount owed by the Buyer within eight (8) days of the invoice date, SANJOYA will, at the Buyer’s request, grant a 2% discount on the net amount of the relevant invoice, exclusive of VAT, in the cases as referred to in paragraphs 4 and 5.
6.8. The Buyer is in default as a result of the mere expiry of the payment term (irrespective of whether this term has been shortened) without any notice of default being required, in which case, SANJOYA’s claims against the Buyer are immediately due and payable.
6.9. The Buyer owes default interest on all amounts that have not been paid by the last day of the term of payment at a rate that is equal to the statutory commercial interest rate (within the meaning of Article 119a of Book 6 of the Dutch Civil Code), applicable in the Netherlands at that time plus a mark-up of 7 percentage points, with effect from the last day of the term of payment.
6.10. If the Buyer defaults on any obligation towards SANJOYA, the Buyer is liable to fully compensate SANJOYA for all judicial and extrajudicial costs − including the costs of legal assistance and advice prior to legal proceedings. The extrajudicial costs to be paid by the Buyer are established to be at least 15% of the amount payable by the Buyer, subject to a minimum of EUR 300, exclusive of VAT.
6.11. Every amount received from the Buyer is ﬁrst applied to satisfy SANJOYA’s claims against the Buyer in respect of which SANJOYA has not stipulated any retention of title or right of pledge in accordance with Article 9. Every amount received from the Buyer is ﬁrst applied to satisfy all interest and costs that may be due in accordance with paragraphs 6.9 and 6.10, and is subsequently applied to satisfy the principal sum due in the order of the age of the relevant debts.
6.12. If, after the Buyer is in default, SANJOYA sends payment reminders or other requests for payment to the Buyer, this does not detract from the provisions of paragraphs 6.8, 6.9, 6.10 and 6.11.
7. Inspection and Complaints
7.1. Immediately upon delivery, the Buyer shall inspect the products accurately (which means as soon as the Buyer has actual control over the products) in order to establish whether the correct number and/or the correct type of products has been delivered in accordance with the relevant transport documents. In addition, the Buyer shall inspect the products accurately immediately upon delivery to establish any visible defects and damage that may be present. The Buyer shall ﬁle written complaints about the products with SANJOYA (for the purposes of this paragraph, ‘written’ means by letter, e-mail or fax) in a prompt manner but in any case within 14 calendar days of the date of delivery of the products), such under pain of forfeiture of the right to submit any claim based on defective delivery. The complaint submitted must include an ‘approval number’, for which the Buyer has ﬁled an application with SANJOYA by letter, e-mail or fax (if the complaint does not include this ‘approval number’, SANJOYA charges handling costs in the amount of EUR 15 per complaint). The complaint must specify at the very least where and when the product was bought, include the original delivery receipt issued to the end-user and the reason(s) for the claim. Further, the complaint must contain, if possible, the serial number of the product and the invoice number.
7.2. SANJOYA is not obliged to consider complaints relating to the delivered products that are submitted later than 14 calendar days following the Buyer’s receipt of the products.
7.3. After establishing any defect, the Buyer shall immediately cease or cause to cease the use, processing and/or treatment of the relevant products and do or refrain from doing everything that is reasonably possible to prevent any further damage and/or loss.
7.4. The Buyer shall render every assistance that may be necessary to enable SANJOYA to examine the complaint, inter alia by giving SANJOYA the opportunity to start an examination into the circumstances of the use, processing and/or treatment.
7.5. If the Buyer does not cooperate or if it is no longer possible for SANJOYA to conduct an examination for any other reason, the complaint is not taken into consideration and the Buyer no longer has any claims in respect thereof. If SANJOYA ﬁnds that the complaint is unfounded, the costs of the examination of the complaint must be borne by the Buyer.
7.6. The Buyer cannot derive any rights from SANJOYA’s decision to consider a complaint.
7.7. The Buyer is not free to return the products before SANJOYA has agreed to this in writing. SANJOYA bears the reasonable costs of returning the products only if the claims are well-founded and are ﬁled in a timely and correct manner.
7.8. If the Buyer ﬁles a well-founded complaint about any defect(s) in products in a timely and correct manner, any liability that arises thereunder is expressly limited to the provisions of Articles 8 and 15.
8. SANJOYA’s Obligations
8.1. 8.1 SANJOYA represents that its products have the characteristics that the Buyer and the end-user thereof may expect on the basis of the information provided by SANJOYA relating to use, quality and performance (conformity), provided that these products are used in a normal and careful manner and all instructions regarding the use of the products and other rules included in the contract and these Terms and Conditions are fully and promptly complied with. Such minor deviations from the speciﬁed sizes, weights, numbers, parts, colours and similar data as are customary in the sector are not to be regarded as defects and do not affect the conformity of the products that have been delivered.
8.2. Provided that the Buyer has ﬁled a well-founded complaint in a timely and correct fashion and in accordance with the provisions of Article 7 and this Article, SANJOYA may choose either to replace the defective products or any parts thereof after they have been returned with new products or parts, or to repair the relevant products in a proper manner − and to make such adjustment to the products to be repaired as may be necessary − or to refund such part of the agreed price as SANJOYA deems reasonable or, where appropriate, to credit the invoiced amount (or a part thereof, such in SANJOYA’s sole judgment). If SANJOYA has performed one of the aforementioned actions, it has fully discharged its duties and it is no longer liable to pay any further compensation of whatever kind.
8.3. If products do not have any visible defect or damage, as deﬁned in the preceding Article, the Buyer may, subject to the provisions of this Article and Article 7, ﬁle a complaint with SANJOYA within the following periods (i.e. SANJOYA must have received the full complaint within this period) if the Buyer is of the opinion that there is non-conformity.
- With respect to watches (of all materials): 24 months
- With respect to bijoux: 2 months
- With respect to gold jewellery: 12 months
- With respect to silver jewellery: 12 months
- With respect to gemstones: 12 months
- With respect to pears: 12 months
- With respect to diamond: 12 months
- With respect to platinum: 12 months
- With respect to titanium: 12 months
The Buyer shall use these warranty periods for his/her/its customer(s)/and-user(s) as a minimum. Any excess is fully at the expense and risk of the Buyer.
8.4. The Buyer or third parties may not assert any right under this Article if, without SANJOYA’s prior written consent, the products have been changed or repaired, parts not delivered by SANJOYA have been used, the products have been used for purposes other than those for which they were intended, or the products were otherwise treated or maintained improperly.
8.5. Further, damage arising from normal use or normal wear and tear, water damage (unless and insofar as SANJOYA has expressly indicated that the product is ‘waterproof’ and/or ‘wasserdicht’, which expressly does not include the term ‘water resistant’ or a related term) and damage or loss not caused by a manufacturing fault are expressly excluded from warranty.
8.6. If SANJOYA delivers products it received from its suppliers to the Buyer, SANJOYA is never required to provide more extensive warranty vis-à-vis the Buyer than the warranty that SANJOYA may claim vis-à-vis its suppliers.
9.1. The products delivered by SANJOYA remain the exclusive property of SANJOYA as long as the Buyer has not fully satisﬁed all obligations, including existing and future payment obligation(s), under the contract(s) concluded between SANJOYA and the Buyer. Title to products sold does not pass to the Buyer until all of the Buyer’s obligations towards SANJOYA, including payment obligation(s), have been fully satisﬁed.
9.2. If the law of the country of destination of the items sold has more extensive retention of title possibilities than those envisaged by paragraph 1 above, such more extensive possibilities are deemed to have been agreed upon between the parties for the beneﬁt of SANJOYA, except that where it cannot be objectively determined to which more extensive rules this provision relates, the provision of paragraph 1 above and the remainder of this Article continue to be applicable.
9.3. Before title to products sold passes to the Buyer, the Buyer is not empowered to pledge or otherwise encumber or dispose of the products or to grants rights thereto to third parties. The Buyer is entitled to sell or deliver the products owed by SANJOYA to third parties only where this is necessary in the context of the Buyer’s normal business operations. The Buyer shall inform his/her/its customer of SANJOYA’s ownership rights.
9.4. If and as long as SANJOYA is the owner of the products, the Buyer shall store the products such that SANJOYA’s ownership thereof is at all times evident. Before title to the products passes, SANJOYA is at all times entitled to have access to the products it owns, wheresoever situate. The Buyer agrees to inform SANJOYA at SANJOYA´s ﬁrst request where the products owned by SANJOYA are situated. Further, the Buyer agrees to inform SANJOYA immediately in writing if the products are subjected to attachment or if there is a risk of attachment or if any other legal claim is brought with respect to the products.
9.5. The Buyer agrees to cooperate in all measures SANJOYA wants to take in order to protect its ownership rights with respect to the products delivered.
9.6. In the event of attachment, a provisional or ﬁnal suspension of payments order, or bankruptcy, the Buyer shall immediately inform the bailiff levying the attachment, the administrator or the bankruptcy trustee of SANJOYA’s ownership rights. The Buyer shall ensure and guarantee that any attachment levied against the products is lifted without delay.
9.7. As soon as the Buyer fails to satisfy any of his/her/its obligations towards SANJOYA, all claims against the Buyer become fully and immediately due and payable and SANJOYA is empowered, without any notice of default or recourse to the court being required, to exercise its rights arising from the retention of title clause, without prejudice to SANJOYA’s rights to suspend performance in accordance with Article 12 and without prejudice to its right to claim full compensation as well as interest and costs as referred to in paragraphs 6.9 and 6.10.
9.8. The Buyer is expressly not permitted to invoke a right of retention with respect to any storage costs and to set off these costs against any payment owed by it. With respect to any other counterclaims of the Buyer against SANJOYA, too, the right to any kind of setoff by the Buyer is fully excluded in all cases.
10. Trade Marks / Intellectual Property Rights / Advertising Material
10.1. The Buyer does not acquire any industrial property rights or other intellectual property rights in respect of the products and services under the contract.
10.2. SANJOYA represents that, to the best of its knowledge, the products do not infringe any third party intellectual property rights valid in the Netherlands. In the case of third party claims in respect of any infringement of such rights, SANJOYA may replace or change the product concerned, if required, or rescind the contract wholly or partly.
10.3. The Buyer agrees to use any trade mark, trade name or trade sign used by SANJOYA or any fancy name or word combinations of which the above marks or trade names are part and which are owned by SANJOYA only for transactions in respect of the products supplied by SANJOYA.
10.4. The Buyer may not remove, supplement or change any mark, sign, letters, numbers and/or designations SANJOYA has afﬁxed to the products and the packaging.
10.5. The Buyer may not carry any products in his/her/its product range whose model and/or technical speciﬁcations may infringe SANJOYA’s model and/or other intellectual property rights.
10.6. Designs, drawings and/or models may be subject to SANJOYA’s industrial and other intellectual property rights, which remain the property of SANJOYA even if development costs are charged to the Buyer, unless the parties have expressly agreed otherwise. The Buyer shall fully and unconditionally respect all industrial and other intellectual property rights with respect to products delivered by SANJOYA.
10.7. For this reason, the Buyer may not duplicate or reproduce any product, wholly or partly, in an original or changed shape or in any other manner, unless the parties have expressly agreed otherwise.
10.8. Any advertising material, to be taken in the broadest sense possible, made available to the Buyer remains the inalienable property of SANJOYA and may at all times be reclaimed by SANJOYA. This applies unconditionally, even if the Buyer has made a contribution to the costs and, hence, without repayment of any contributions the Buyer has made as well as the costs thereof.
10.9. The Buyer shall immediately inform SANJOYA of any third party claims in respect of infringements of industrial or other intellectual property rights concerning the products. In the case of such claims, only SANJOYA or a supplier to be designated by SANJOYA is duly authorised to set up a defence against this on behalf of the Buyer as well or to take legal measures against this third party, or make an amicable settlement with such third party. In all such cases, the Buyer shall cooperate with SANJOYA at the latter’s request, under pain of the Buyer’s liability for any loss suffered as a result of any such failure to comply with SANJOYA’s reasonable requests.
11. Advertising and Marketing
11.1. The Buyer shall refrain from any form of PR and/or publicity, either online or ofﬂine, without SANJOYA’s prior written consent. This also applies to the use of labels, tags, displays, posters, packaging, merchandising and any kind of promotion and/or marketing whatsoever.
11.2. If the Buyer fails to meet the above obligation, SANJOYA may impose upon the Buyer an immediately payable and non-deductible penalty of EUR 10,000, or an equivalent in another currency, for each time or day that the Buyer fails to meet such obligation.
11.3. Upon SANJOYA’s ﬁrst demand for whatever reason, the Buyer shall at all times cease the further use of advertising and/or marketing materials and return such materials to SANJOYA unconditionally and, hence, without repayment of any contributions that the Buyer has made and the costs thereof.
11.4. The Buyer shall refrain from giving away SANJOYA products as prizes or for any other reason or from labelling such products as ‘giveaway’, or another similar term, without SANJOYA’s prior express consent.
11.5. The Buyer shall refrain from selling other products or developing advertising and marketing materials for other products that may affect the reputation of the products that are the subject of the contract.
11.6. The Buyer shall at all times comply with any internal rules, standards and guidelines with respect to SANJOYA products, in the absence whereof SANJOYA is entitled to terminate the contract with immediate effect.
12. Suspension / Rescission / Termination
12.1. If the Buyer fails to satisfy any obligation arising from any contract or the Terms and Conditions or fails to satisfy such obligation in a proper or timely fashion, the Buyer is in default de jure and all SANJOYA’s claims are immediately and fully due and payable and SANJOYA is entitled to suspend all contracts with the Buyer until, in the opinion of SANJOYA, performance by the Buyer is sufﬁciently secured, or to terminate any contract(s) with the Buyer wholly or partly, without any obligation to pay damages or any other compensation to the Buyer.
12.2. In the event of bankruptcy, imminent bankruptcy, a court-ordered provisional or ﬁnal moratorium on payments, any substantial change in the Buyer’s business structure (such as a business takeover or reorganisation) or where the Buyer is placed under curatorship or where the Buyer’s business is closed down and/or liquidated, all of the Buyer’s obligations towards SANJOYA become immediately and fully due and payable, and SANJOYA is entitled, at its discretion and without incurring any obligation, to claim damages or any other compensation, without prejudice to SANJOYA’s further rights to suspend the performance of any contract, and/or to rescind any contract either in whole or in part.
12.3. If SANJOYA delivers products it has received from a supplier to the Buyer and if a contract (i.e. a contract that is not covered by the deﬁnition of Article 1.3) between SANJOYA and this supplier, or any right arising under this contract with a supplier, is terminated in any manner and for any reason, SANJOYA may terminate all contracts between SANJOYA and the Buyer relating to these products with immediate effect, either wholly or partly, without SANJOYA being liable to pay any damages or other compensation to the Buyer. Accordingly, SANJOYA is never required to continue the contract with the Buyer to a further extent than that to which SANJOYA is entitled vis-à-vis its supplier(s).
12.4. In the event of liquidation, substantial changes in the business structure or the discontinuation of his/her/its business, the Buyer shall expressly inform SANJOYA thereof in advance and in writing.
12.5. If the relationship or contract(s) between the Buyer and SANJOYA are terminated in any manner and for any reason, all of SANJOYA’s claims against the Buyer are immediately due and payable and the Buyer shall immediately pay SANJOYA all outstanding debts, failing which, it is held liable for these.
12.6. Should the relationship or the contract(s) between the Buyer and SANJOYA be terminated or if the Buyer transfers his/her/its business to third parties, all of SANJOYA’s products or the products that bear brand names and/or trade names of SANJOYA or its licensors must be offered to SANJOYA ﬁrst. If SANJOYA accepts the Buyer’s offer, SANJOYA agrees to do so at the sale price applicable at that time, minus discounts that have been granted and subject to a reduction on account of ageing and/or damage, provided that the Buyer has paid all of SANJOYA’s invoices.
13. Trial Shipments
13.1. If trial products are shipped to the Buyer at the latter’s request, the Buyer shall notify SANJOYA in writing whether he/she/it wants to keep the trial products received, either wholly or partly, 14 days from the trial invoice or receipt date at the latest.
13.2. If the Buyer wants to keep the trial products, the effective date of the contract is the date on which SANJOYA receives a written statement to the effect that the Buyer wants to keep the trial shipment either wholly or partly. The price mentioned on the trial invoice or receipt is regarded as the contract price.
13.3. Trial products that are not kept must be returned in the original state, lay-out and packaging with the original labels by registered mail, carriage paid, accompanied by a written statement by the Buyer, 14 days from the trial invoice or receipt date at the latest.
13.4. If SANJOYA does not receive a written statement from the Buyer during the maximum 14-day trial period, the ﬁrst day following this period is considered the date on which the contract has become effective, meaning that the Buyer has bought all products mentioned on the trial invoice or receipt. Accordingly, the price mentioned on the trial invoice or receipt is considered the applicable contract price.
13.5. Postage and/or handling costs relating to the trial shipments are charged to the Buyer.
13.6. Trial products may not be disassembled.
13.7. The Buyer shall deal with the trial products with due care and be answerable for them. The Buyer must bear the costs relating to any damage or loss and the like resulting from and/or arising during the period when the trial products are present on the Buyer’s premises as well as any costs resulting from a new layout. Trial products that are so badly damaged that these are no longer ﬁt for sale are taken back by SANJOYA. The Buyer must bear all extra handling costs that SANJOYA must bear to render the products ﬁt for use again (as in the event that the original labels are lacking).
13.8. The Buyer shall ensure that trial shipments are thoroughly insured against theft, loss, burglary and raids at the very least.
14. Force Majeure
14.1. In the event of strike, breakdown of plant or machinery or power supplies, ﬁre, loss of products during shipment, water damage, government measures, riot, delay in shipment operations abroad, delay in the supply of products, export ban, war, mobilisation, transport obstacles, export and import obstacles, and all other circumstances of force majeure, SANJOYA may either extend the delivery period for the duration of the operational interruption, or cancel the sale, insofar as it is affected by the operational interruption, or enter into another contract with the Buyer.
14.2. If there is any operational interruption, SANJOYA will inform the Buyer in writing at the latter’s request about which of the aforementioned events is applicable within 10 days.
14.3. In the event of force majeure, the Buyer is not entitled to any damages or other compensation, not even if SANJOYA could gain an advantage as a result of the force majeure.
15. Liability and Indemnity of SANJOYA
15.1. SANJOYA cannot be held liable for any damage to its products other than pursuant to the provisions of Article 8.
15.2. The Buyer must place orders in writing as accurately as possible. SANJOYA cannot be held liable for any misconceptions, distortions, delays or orders improperly received, irrespective of the reason therefor, nor for any misconceptions relating to communications between SANJOYA and the Buyer, unless and insofar as there is intent or gross negligence on SANJOYA’s part.
15.3. Without prejudice to the other provisions of these Terms and Conditions, the contractual and statutory liability of SANJOYA is at all times limited to the amount of the agreed price of the product and/or service as a result of which this liability has arisen.
15.4. If SANJOYA receives a special production order or if it is asked to repair, process or treat products, SANJOYA is exclusively liable for damage or loss due to its intent or gross negligence.
15.5. SANJOYA is not liable, neither on a statutory basis nor on the basis of a contract, for any consequential loss that the Buyer or a third party may suffer as a result of the performance of the contract by SANJOYA, the products or the use thereof, including trading loss, environmental damage or loss and non-material damage or loss.
15.6. Unless the damage or loss was caused by intent or gross negligence on the part of SANJOYA, the Buyer shall indemnify SANJOYA against all third party claims for whatever reason, including the compensation of damage or loss, costs or interest directly or indirectly relating to the products or the use thereof, and SANJOYA shall compensate all damage or loss that SANJOYA suffers as a result of such claims, including legal adviser’s fees.
15.7. SANJOYA stipulates all statutory and contractual defences that it may invoke against the Buyer for the purpose of fending off its own liability, also for the beneﬁt of its suppliers, subordinates and non-subordinates for whose conduct it is liable in accordance with the law.
16.1. The Buyer shall treat all information and data that are exchanged between SANJOYA and the Buyer or of which the Buyer becomes aware in any other way, in strict conﬁdence, including preparatory materials, trade secrets, formulas, patterns, developments in the area of innovation and otherwise, business data, documentation, samples, inventions, consumer data, drafts, designs, visual materials, manufacture data, sales data, know-how, software, statistics, strategy, marketing and promotion plans, and other data related thereto. The Buyer agrees to refrain from disclosing such information and data to third parties without SANJOYA’s prior written consent. The Buyer shall provide such information to his/her/its staff and third parties employed by them only to the extent this is necessary to enable them to carry out the work and always subject to the obligation to satisfy the aforesaid obligation to observe secrecy.
16.2. The Buyer shall refrain from in any way commenting on SANJOYA in a negative way vis-à-vis third parties both during and after the termination of a contract between SANJOYA and the Buyer.
17. Assignment of Rights
17.1. The Buyer may not assign any rights arising under a contract to third parties without SANJOYA’s prior written consent.
18. Amendments and Stipulations Varying from the Terms and Conditions
18.1. Stipulations varying from these Terms and Conditions are effective only if these have been conﬁrmed by SANJOYA in writing.
18.2. In the event of any conﬂict between the contract and the Terms and Conditions, the contract always prevails, unless the contract expressly indicates otherwise.
18.3. If one or more provisions of these Terms and Conditions are varied, the other provisions remain in full force.
18.4. If SANJOYA explicitly or implicitly permits stipulations varying from these Terms and Conditions on any point or part for a shorter or longer period, this does not affect SANJOYA’s right to direct and strict compliance with the Terms and Conditions in the future. And if SANJOYA has failed to exercise any of its rights under these Terms and Conditions in full or at all during a speciﬁc period, the Buyer cannot derive any rights therefrom for the future.
19. Governing Law and Disputes
19.1. These Terms and Conditions and the contracts are exclusively governed by Belgian law.
19.2. All disputes between the parties that may arise under or in connection with a contract subject to these Terms and Conditions are ﬁrst submitted to the competent court in Antwerp, Belgium.
19.3. The applicability of the 1980 United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
20. Authentic Language
20.1. In the event of any conﬂict between the Dutch text of these Terms and Conditions and the English and French translations thereof, the Dutch text prevails.