Terms and Conditions
The present general terms and conditions are applicable exclusively to SoftCell Consulting sprl, hereinafter referred to as “SoftCell”, and a business customer, hereinafter referred to as the “Customer”, whereby neither party can be considered a consumer as defined by Article 2 of the Law on Market Practices and the Protection of Consumers of 6 April 2010.
SoftCell is bound solely by these Terms & Conditions, to the express exclusion of the buyer’s own contractual conditions.
Any deviation from these Terms & Conditions must be confirmed by SoftCell expressly in writing, and shall apply on one occasion only.
- Quotations and estimates
All quotations and estimates issued by SoftCell are non-binding unless expressly stated otherwise.
Offers made by SoftCell in catalogues, brochures, price lists, webshops and so on are deemed not to be contractual offers issued by SoftCell, but serve only as an invitation to the buyer to place an order. SoftCell is not obliged to accept any such order. SoftCell accordingly reserves the right to reject orders without providing reasons.
The agreed prices exclude VAT and include normal packaging costs.
In the event of an increase in one or more of the cost price factors that is not reasonably foreseeable, SoftCell will be entitled to increase the price commensurately.
All prices stated in catalogues and the webshop are subject to amendment.
Website prices exclude copyright fee collections (Reprobel, Auvibel), take-back charges and battery fees.
- Completion of the agreement
SoftCell shall only be bound by its express written acceptance of a valid offer made by the buyer. If there has been no prior written acceptance or confirmation of an order, the agreement will be effected when SoftCell fully or partly fulfils a supply request from the buyer, or when it sends an invoice to the buyer.
Only business customers who are not consumers in the meaning of Article 2 of the Law on Market Practices and the Protection of Consumers of 6 April 2010 can create quotes that are considered a valid foundation for a subsequent contract.
Every offer made by the buyer will bind the buyer irrevocably. In the event of the buyer cancelling his order for any reason, express agreement for this is required from SoftCell. Where appropriate, SoftCell will be entitled to compensation of 20% of the price stated in the order.
Without prejudice to the provisions in Article 4.3, SoftCell reserves all rights to demand full compliance with the agreement and/or full compensation.
In cases where the buyer has placed an order with SoftCell for the first time and is not in possession of a customer number, then the agreement will be effected on the suspensive condition that the buyer provide a copy of the buyer’s articles of association published in the Belgian Monitor.
- Supply and implementation
Supplies are made to the buyer’s premises, in return for payment of transportation costs.
Any deadline stated for delivery and fulfilment is for information purposes only. Late delivery or fulfilment can never warrant a request for compensation on the part of the buyer. The buyer may, however, cancel the contract in the event of non-delivery within 30 days of receipt by SoftCell of a default notice sent by registered post based on the failure to meet the presupposed deadline.
If the agreement relates to a number of different items, these may be supplied in batches or collectively. In the event of partial supply, the buyer is obliged to pay the invoice relating to that partial supply.
If after the delivery date has passed the goods have not been accepted by the buyer, they will be held to the buyer’s order and at his risk and expense. If, despite having received a default notice from SoftCell in this context, the buyer has failed to collect the goods at his own expense within three months, SoftCell will then be entitled to sell the goods to a third party and hold the original buyer liable for any associated loss and costs.
- Payment – retention of ownership
All invoices are payable within 5 days of the date of the invoice. Payment must be made to SoftCell’s company office in Braine-le-Chateau (Belgium), into its bank account as stated on the invoice.
The buyer is not entitled to lay claim to any deduction, reduction or offset of debts.
Goods that have been delivered remain the exclusive property of SoftCell until paid for.
Any invoice outstanding on the due date is subject to an increase of 1% conventional interest per month on the due amount with effect from the due date, by operation of law and without any requirement for notice of default. Every late payment will also, by operation of law and without any requirement for notice of default, provide grounds for payment of a fixed sum of 10% of the outstanding invoice amount as contractual compensation.
Any complaint relating to an invoice must be intimated to SoftCell by the buyer within 8 days of the invoice date, by registered post. Complaints made at a later stage will not be accepted. Complaints relating to patent defects that were not commented on by the buyer at the point of delivery will not be accepted.
Every complaint relating to latent defects must be brought to SoftCell’s notice by the buyer immediately after they are discovered, in writing and within the time limit after delivery stated in Article 8.1. No subsequent complaints will be accepted.
No complaint entitles the buyer to back out of his payment obligations.
Complaints regarding goods belonging to a partial consignment have no impact on prior and subsequent consignments forming part of the same order.
If the buyer sends delivered goods, which have no defects, back to SoftCell, the buyer has to pay SoftCell a fee of 10% of the invoiced amount, starting from a minimum charge of 60.00 euros. If SoftCell delivers defective goods, no fee is applicable.
SoftCell guarantees to the buyer that the goods and supplies will be fit for purpose during the manufacturer’s warranty period, subject to a maximum of six months after delivery thereof. In the event of a defective delivery, SoftCell will, as it sees fit, proceed to either redeliver or a repair the defective items, or with a credit of the corresponding invoice in favour of the buyer. SoftCell’s warranty obligation is strictly limited to the foregoing. The buyer is responsible for proving the defective nature of items delivered by SoftCell.
The buyer’s claims in terms of this Article have no impact on his obligations to make payment to SoftCell.
SoftCell is never liable for losses caused by the goods supplied or for losses caused to property and persons, including losses resulting from suspension of commercial operations, disruptions due to delay or other commercial losses of whatever nature or for whatever reason, nor for any losses caused by material errors in the prices stated in catalogues, brochures, price lists or the webshop.
All liability on the part of SoftCell, for whatever reason, shall always be limited to a maximum of the purchase price for the goods supplied.
The buyer indemnifies SoftCell in respect of any liability to third parties resulting from a defect in the items supplied.
- Explicit resolutive clause
In the following cases, SoftCell may, at its own discretion and without prejudice to its right to damages, either suspend execution of the agreement or legally terminate the agreement by simply sending a letter via registered post: the Customer fails to make payments on time or fails to comply with any other contractual obligations; the Customer requests a deferment of payment from one or more creditors; the Customer files a legal application regarding the continuation of the business; the Customer’s assets are fully or partially seized; the Customer’s assets are the subject of bankruptcy proceedings; the Customer dies or is declared legally incompetent; the Customer begins discontinuing or transferring all or significant portions of the company, or incorporating it into another existing or not-yet-existing company; the Customer changes the company’s business activity.
In the event of dissolution in the foregoing cases, the purchase undertakes to return goods supplied by SoftCell, and for which the buyer has not yet paid, back to SoftCell within 24 hours. In the event of goods not being returned within this time limit, SoftCell will be entitled to recover the goods from anywhere they are situated, without any judicial formalities or intervention
- Force majeure
All supply and other obligations incumbent on SoftCell will be suspended in the event of force majeure. In such an event, it will only be obliged to resume compliance with its obligations as soon as this is reasonably possible.
Force majeure is equivalent to unforeseen circumstances in relation to persons and/or materials used or contemplated for use by SoftCell for implementation of the agreement, of such a nature that they make fulfilment of the agreement impossible or so burdensome and/or disproportionately expensive that SoftCell can no longer reasonably be required to fulfil the agreement on time. Force majeure includes but is not limited to strikes, factory pickets, staff illness, commercial disruptions, lack of materials, semi-finished products, equipment, resources and/or power, delay or postponement in supplies from suppliers, transportation disruptions, import and export restrictions.
- Applicable law – Jurisdiction
These Terms & Conditions are subject to Belgian law.
Jurisdiction for all disputes lies exclusively with the courts in regional district of Nivelles. SoftCell may, nevertheless, also raise court proceedings before the courts within whose jurisdiction the buyer is situated.