GENERAL TERMS AND CONDITIONS – DISTRIFUND GROUP
- Distrifund NV – BE0477.920.978, with registered office at: Stokkelaar 4 – 9160 Lokeren – Belgium
- ERARD NV – BE0424.446.462, with registered office at: Stokkelaar 4 – 9160 Lokeren – Belgium
- Frajodis NV – BE0445.825.658, with registered office at: Stokkelaar 4 – 9160 Lokeren – Belgium
- Belscan Continental BV – BE0480.094.867, with registered office at: Oudeheerweg 8 – 9051 Sint-Denijs-Westrem – Belgium
ARTICLE 1: APPLICABLE CONDITIONS
1.1.
Unless otherwise agreed in writing between the parties, these general terms and conditions shall apply to all deliveries of goods carried out by Distrifund Group, having its registered office at 9051 Ghent, Oudeheerweg 8 (Enterprise No. 0477.920.978), to the exclusion of all conflicting terms and conditions of the customer.
1.2.
Any order or assignment implies the unconditional acceptance of these general terms and conditions by the customer, who acknowledges having taken cognisance thereof, in a language understandable to him/her, prior to the conclusion of the agreement. By accepting these general terms and conditions, the customer acknowledges that each of these conditions has been genuinely agreed upon and does not create any manifest imbalance in the agreement between the customer and Distrifund Group.
1.3.
Any order or assignment must be accepted by Distrifund Group before it gives rise to an agreement.
ARTICLE 2: DELIVERY
2.1.
The delivery periods communicated to the customer are purely indicative and therefore non-binding. Exceeding the expected delivery and/or execution periods shall therefore not give rise to any compensation nor to the termination of the agreement.
2.2.
The goods are transported at the risk and peril of the consignee. By accepting these general terms and conditions, the customer acknowledges that this risk has been taken into account in determining the price. Without this provision, the agreement between the customer and Distrifund Group would not have been concluded at the same price.
ARTICLE 3: PRICE AND PAYMENT
3.1.
The customer undertakes to pay for the delivered goods as described in the invoice.
3.2.
Unless otherwise agreed in writing, invoices are payable in cash at the registered office of Distrifund Group in the currency stated on the invoice. Any exchange rate risk shall be borne by the customer.
3.3.
Complaints regarding invoices must be notified by the customer in writing without delay and no later than within 5 working days, failing which the right to contest the invoice shall lapse.
3.4.
Failure to pay an invoice on its due date shall render all outstanding amounts immediately due and payable, regardless of any previously granted payment arrangements.
3.5.
In the event of total or partial non-payment of an invoice on the due date, the customer shall automatically and without prior notice of default owe default interest at a rate of 12% per annum on the unpaid invoice amount. In addition, the customer shall automatically and without prior notice of default owe fixed damages amounting to 20% of the outstanding invoice amount, with a minimum of EUR 50.00. This is without prejudice to Distrifund Group’s right to claim higher compensation upon proof of greater actual damage suffered.
3.6.
Distrifund Group reserves the right, in the event of non-payment, to terminate the agreement on account of non-payment, in which case the customer shall owe the compensation provided for in article 6.2.
3.7.
Unless otherwise agreed in writing, agents or representatives of Distrifund Group are not authorised to collect invoice amounts. Payment to agents or representatives shall in no way release the customer from its payment obligations towards Distrifund Group.
ARTICLE 4: LIABILITY
4.1.
By accepting delivery of the goods, the customer acknowledges that Distrifund Group has fulfilled its delivery obligation. The customer undertakes to immediately accept and inspect the goods upon delivery to verify whether the quality and/or quantity of the delivered goods correspond to what was agreed. Any visible defects concerning the delivered goods must be notified to Distrifund Group in writing without delay and no later than within forty-eight (48) hours after delivery. Complaints regarding visible defects shall only be valid and examined provided that the sold goods have not yet been put into use by the customer.
4.2.
Distrifund Group shall only be liable for damage caused by the non-performance of its contractual or statutory obligations if and insofar as such damage is caused by its gross negligence or fraud. Distrifund Group shall not be liable for any other faults.
4.3.
If Distrifund Group is held liable for any damage whatsoever, its liability shall in all cases be limited to the invoice value of the delivered goods. Distrifund Group shall never be liable for indirect damage and costs, including but not limited to consequential damage, loss of profit, loss of savings, commercial damage, production loss or damage to third parties.
ARTICLE 5: RETENTION OF TITLE
5.1.
All goods shall remain the property of Distrifund Group until full payment has been made by the customer.
5.2.
Notwithstanding this retention of title, the customer shall bear the risk of loss, theft, destruction or damage to the goods, regardless of the cause thereof, and/or any damage caused by these goods, as from the moment of dispatch. By accepting these general terms and conditions, the customer acknowledges that this risk has been taken into account in determining the price.
ARTICLE 6: TERMINATION
6.1.
Distrifund Group shall be entitled to terminate the agreement with the customer at any time, with immediate effect, without prior judicial authorisation, without prior notice of default and without payment of any compensation, in the following cases:
(i) if the customer fails to fulfil one or more obligations arising from the agreement in a timely and proper manner;
(ii) if confidence in the customer’s creditworthiness is undermined by acts of judicial enforcement against the customer, suspension of payment or the application for insolvency proceedings;
(iii) in the event of liquidation or cessation of the customer’s activities.
6.2.
In the event of termination of the agreement to the detriment of the customer, Distrifund Group shall be entitled to fixed damages amounting to 20% of the agreed price, without prejudice to its right to claim higher compensation upon proof of greater actual damage suffered. This fixed compensation is proportionate to the loss suffered by Distrifund Group as a result of the non-performance of the agreement.
ARTICLE 7: APPLICABLE LAW AND COMPETENT COURT
7.1.
Any disputes arising in connection with the agreement shall be governed exclusively by Belgian law.
7.2.
Any dispute concerning the existence, performance or interpretation of the agreement shall fall exclusively under the jurisdiction of the courts of the judicial district of Ghent, division Ghent.
MISCELLANEOUS for ERARD NV
In accordance with Article L.541-10-13 of the French Environmental Code relating to Extended Producer Responsibility (EPR), our unique identification number for the textiles, household linen and footwear sector (TLC), assigned by Refashion, is as follows:
Refashion IDU: FR207681_11FXMH