1- GENERAL CONDITIONS
All sales of SAN’UP products are made pursuant to these general terms and conditions, which are accepted by the customer. Any order, purchase or payment by the customer constitutes unreserved acceptance of these general conditions of sale, together with acceptance of SAN’UP’s prices applicable to the goods, regardless of the customer’s general conditions of purchase and the indications appearing on the customer’s own purchase orders. SAN’UP reserves the right to change these general conditions at any time.
2- SHIPPING – LIABILITY – RETENTION OF TITLE
The goods travel at SAN’UP’s risk, regardless of their transport mode. The risks (especially damage or loss) are transferred to the customer at the time of delivery. Transfer of ownership of the goods occurs on the date of transfer of the risks.
Delivery time begins to run from the time the agreement is concluded provided that all the data necessary for delivery are in SAN’UP’s possession. Likewise, the customer shall have fulfilled all the obligations to which it is bound, up to that time. The delivery dates accepted by SAN’UP shall be referred to for guidance only.
SAN’UP is not liable either for failure to deliver or delay in the completion of the sale, when that failure or that sale is due to a case of force majeure. The following cases are contractually treated as cases of force majeure, even if they do not fulfil the legal and case-law conditions of cases of force majeure: strike, partial or total work stoppages, lock-out, fire, earthquake, hurricane, explosion, revolution, embargo, riots, intervention by civil or military authorities, acts of terrorism, compliance with the regulations or orders of all government authorities and acts of war, temporary difficulties or the impossibility of importing, exporting or transporting, total or partial interruption of the usual procurement sources of raw materials and energy required to fulfil production schedules.
Any complaint regarding the consistency of the number of packages with the carrier’s delivery note or any visible damage to the packages must be made to the carrier, at the time of delivery.
The onus is on the customer, in the event of damage, missing items or any other complaint, to raise any necessary objection and to confirm its reservations by any written means to SAN’UP’s customer service department, within two (2) business days of receipt of the goods.
Once this period has expired, the goods will be considered as being in accordance with quantitative and qualitative requirements and will neither be taken back nor exchanged. Reservations expressed by phone must be confirmed in writing, within the same timeframe. Reservations shall be clear, precise and unmistakable; such terms as “damaged” or “deteriorated” are not sufficient.
Returned goods will only be accepted subject to SAN’UP’s prior agreement in writing within ten (10) days of receipt of the goods by the customer.
Goods are returned at the buyer’s risk.
SAN’UP will replace at its expense delivered goods for which a lack of conformity has been duly proved by the customer.
4- PRICES AND INVOICING
Goods are invoiced at the prices and conditions in force on the day the order is placed. SAN’UP informs its customers of its new prices by the means of its choosing. Prices do not include taxes, selling and delivery costs and other expenditure, which will all be borne by the customer.
Invoices are payable fifteen (15) days from the invoice date, by direct debit or by transfer. No discount for early payment is granted.
If an incident occurs involving payment or unpaid debts, no discount will be granted at the time of settlement of said debts.
Without prejudice to the foregoing, if the customer should fail to pay one single instalment or should fail to comply with the payment terms, our company reserves the right to suspend or cancel any order in progress without notice or compensation.
Late payments give rise to the payment of a penalty equal to 15% of the total unpaid amounts and interest for overdue payment at the rate stipulated in the Act dated 2nd August 2002 relating to the combating of late payments in commercial transactions, as from the day after the day following the due date specified on the invoice and this will be enforceable automatically, as of right and without any prior notice being required. A reminder fee of EUR 5 will be charged for the first reminder and of EUR 50 for each subsequent reminder.
In the event of the transfer of the dispensary’s activity arising from a capital contribution, a merger, a takeover, sale of operating assets, change of control (in the meaning of the Companies Code) and, generally speaking, in the event of any operation tending to significantly change the assets, SAN’UP shall be entitled to demand immediate payment of all amounts owing.
In the event of a change in the customer’s situation for any reason whatsoever, or an incident or late payment or legislative developments, SAN’UP will be entitled to modify the payment times allowed or to demand guarantees, including those for orders in progress.
6- PRODUCT RETURN CONDITIONS
Expired products are neither taken back nor exchanged, unless otherwise agreed by the parties.
7- APPLICABLE LAW – AREA OF JURISDICTION CLAUSE
All the agreements concluded with SAN’UP shall be solely subject to Belgian law. The Commercial Court of Liège shall have sole jurisdiction for any dispute arising from the fulfilment of SAN’UP’s orders.
8 – NULLITY
Should one of the clauses of these general conditions be rendered null and void, this shall not render null the other provisions, which shall remain applicable.
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