General Terms and Conditions Jules Destrooper (B2B)

General Terms and Conditions Jules Destrooper (B2B)

Table of contents

Article 1 - Identity of the vendor

Article 2 - Applicability

Article 3 - Our offer and the order

Article 4 - Price

Article 5 - Payment

Article 6 - Delivery and execution

Article 7 - Retention of title

Article 8 - Limitation of liability

Article 9 - Conformity and warranty

Article 10 - Force majeure

Article 11 - Intellectual property

Article 12 - Applicable law and competent court

Article 13 - Various provisions

Article 1 Identity of the vendor

The website, accessible via the URL https://companies.julesdestrooper.com/, hereinafter referred to as “Website”, operated by Biscuiterie Jules Destrooper nv, with registered office at Gravestraat 5, 8647 Lo-Reninge, registered in the CBE under number 0426.191.967, hereinafter also “Jules Destrooper”.

Telephone number: 050 27 93 43

Email address: Laurence.Depondt@JulesDestrooper.com

Bank account: BE41 2800 2797 2110

Article 2 Applicability

1. Unless previously explicitly agreed in writing, these general terms and conditions apply to any offer of the Vendor and any agreement concluded between the Vendor and Purchaser.
2. These general terms and conditions apply to any offer from the Vendor to the Purchaser who purchases the goods exclusively for professional purposes. These general terms and conditions do not apply to offers and agreements with natural persons who do not act in the exercise of their profession or business.
3. In case, in addition to these general terms, other specific goods- or service conditions apply and differences exist between the additional terms and these general terms, then in principle the provisions of the additional terms apply above these general terms, unless otherwise defined.
4. General Terms and Conditions from the Purchaser do not apply, unless the Vendor explicitly agrees to.
5. Jules Destrooper reserves the right to modify and/or supplement these general terms and conditions at any time for future orders.
6. Placing an order and/or creating quotations constitutes an explicit acceptance of these general terms and conditions as well as all other rights and obligations as stated on the Website.

In case one or more provisions of these general terms and conditions at any time, in whole or in part, is unlawful, void, or for any other reason could not be enforced, then this provision will be considered to be separate from these general terms and will not affect the validity and enforceability of the remaining provisions. These general terms and conditions constitute the entire agreement between the Purchaser and Jules Destrooper regarding the subject matter herein.

Article 3 Our offer and the order

1. Our offers are valid as long as they are listed on the Website and while the stock lasts.
2. If the offer has a limited period of validity or is subject to certain conditions, this will be explicitly stated in the offer.
3. Jules Destrooper always describes as completely and accurately as possible what we sell and how the ordering process will proceed. In any case, the description is sufficiently detailed to allow you to make a good assessment. If Jules Destrooper uses images for the offered goods, these will be displayed as accurately and truthfully as possible. However, mistakes are human and if Jules Destrooper clearly made a mistake, we are not obliged to deliver. The images have no contractual value.
4. To place an order and/or to request a quote, the Purchaser will first have to register an account with Jules Destrooper. If Jules Destrooper refuses an account, the Purchaser will receive the reason(s) by email.
5. The Purchaser can request quotes and/or request an order by adding the desired products to the shopping cart (minimum order value 250 EUR). Afterwards, the Purchaser submits contact- and billing information, with the option to personalise the products and specify the desired delivery time. Jules Destrooper will first verify whether the desired delivery time is feasible. If the specified date is not accepted by Jules Destrooper, the Purchaser will be contacted with an alternative proposal.
6. An agreement is concluded and the order is final as soon as the Purchaser has received a confirmation of order by email.

The Purchaser and Vendor explicitly accept that a valid agreement can be concluded by electronic means of communication (eg: by email). Even in the absence of a written signature, a valid agreement is established with the Purchaser placing an order and the Vendor accepting it.

Article 4 Price

1. The prices of the offer or agreed in the offer are expressed in EUR excluding VAT, taxes and services.
2. Any clear error in the quotation, such as obvious inaccuracies, can be corrected by Jules Destrooper even after the conclusion of the agreement.

Delivery costs may be charged on top of the price. There is a minimum order value of 250 EUR. For deliveries in Belgium, there will be no delivery costs charged for orders starting from 250 EUR (excl. VAT). For an order lower than 250 EUR (excl. VAT) delivery costs of 75 EUR will be charged on top.

Article 5 Payment

1. All invoices must be paid within 30 days of the invoice date. In the absence of payment on the due date, the invoice shall automatically and without notice of default increased by a fixed compensation of 10% on the due amount, with a minimum of 75 EUR (excl. VAT) and without prejudice to any higher actual suffered damage. The compensation remains due even if the late invoice is paid in principal only.
2. All costs resulting from the enforcement of payment by legal means, including costs for written reminders, attorney's fees, will be borne by the Customer.
3. In the absence of payment, Jules Destrooper reserves the right to suspend orders and deliveries until the unpaid invoices have been settled.

Article 6 Delivery and execution

1. All goods will be delivered to the address specified by the Purchaser in the order. The Purchaser can opt for individual deliveries (eg. such as a gift to the customers of the Purchaser itself) to different addresses. Jules Destrooper works together with a logistics partner (ShopWeDo/DistriMedia) for this. For each individual address and shipment, the Purchaser can find an overview of the delivery costs online in the shopping cart. Individual deliveries to the customers of the Purchaser can be returned. The Purchaser itself must be responsible for the costs of return for the amount of 2,50 EUR BE (excl. VAT) per return to Jules Destrooper. Afterwards Jules Destrooper will inform the Purchaser on the return of the individual delivery and the Purchaser must indicate whether the goods should be sent to a different delivery address and/or what should be done with the goods. In any case, the Purchaser is bound by the purchase. In the event that the goods have to be sent to a different delivery address, the delivery costs and all other costs associated with this will be borne by the Purchaser.
2. When requesting an order, the Purchaser can indicate a desired delivery date. Jules Destrooper has to verify the possibility of delivery on the specified date and will inform the Purchaser on the delivery period in the order confirmation. Jules Destrooper always aims to process and deliver an order as quickly as possible. In the event of delays, Jules Destrooper will do its best to notify the Purchaser by e-mail within 1 to 3 working days.
3. In the event that the Purchaser orders goods that are temporarily out of stock, Jules Destrooper will indicate when the goods will be available again.
4. Shipments shall always be at the risk of the Purchaser. The risk of the goods shall pass to Jules Destrooper at the moment of payment by the Purchaser.
5. The Purchaser or any other person shall be present at the specified address at the time of delivery of the goods to accept delivery. If this is not the case, a second appointment will be made with the Purchaser for the delivery of the goods, whereby the delivery costs will be borne by the Purchaser.
6. Jules Destrooper cannot be held responsible for any consequential damage due to late delivery or non-delivery by the carrier appointed by the company. In such cases, Jules Destrooper's liability is limited to the value of the items that it is proven have not been received by the Purchaser.

Article 7 Retention of title

1. All products delivered to you as a Purchaser shall remain our property until all amounts and claims owed by the Purchaser to the Vendor have been paid in full. This includes the purchase price of the goods as well as other amounts owed by the Purchaser on the basis of these general terms and conditions, such as - but not limited to - costs of delivery and amounts as a result of not paying the purchase price (on time).
2. The Purchaser may not tax, sell, resell, dispose of or otherwise encumber the products before ownership has passed.

Article 8 limitation of liability

1. The Website is offered to you without any explicit or implicit guarantees as to its correct operation. Jules Destrooper is not liable for damage resulting from the use of the Website, regardless of whether it turned out to be correct or incorrect, nor for damage caused by incorrect, incomplete, ambiguous or outdated content or language errors on the Website.
2. Jules Destrooper is in no way liable for indirect damage, including consequential damage, arising from the Purchaser's mistakes in providing details of the delivery. In any case, the liability of Jules Destrooper for any damage will always be limited to the amount of the last invoice issued.
3. In case of liability of Jules Destrooper towards the Purchaser, its only obligation is to replace the defective goods or to refund the price of these goods at its sole discretion. No other compensation can be claimed.
4. Jules Destrooper shall make every effort to provide access to the Website 24 hours a day, 7 days a week. However, Jules Destrooper cannot guarantee uninterrupted access to and the supply of services on the Website, in view of the technical characteristics of the Internet and computer hardware, and the need to carry out periodic maintenance, updates or upgrades. In the event of normally acceptable interruptions or disruptions of access, Jules Destrooper shall make every effort to find a solution to the problem as soon as possible. Such normally acceptable interruptions or malfunctions are inherent to selling via the Internet. They cannot be regarded as shortcomings and will not give rise to any compensation.
5. Jules Destrooper is at no time responsible for the texts, images and further use by the Purchaser to personalise the purchased Product. Jules Destrooper is not obliged to screen, verify, check, refuse or remove the submitted documents in advance. The Purchaser shall at all times indemnify and compensate Jules Destrooper for any liability (including attorneys' fees and court costs) incurred by Jules Destrooper on the basis of the documents provided by the Purchaser, as well as for any claim or legal action arising from the use of such elements by the Purchaser.

Article 9 Conformity and Warranty

1. Jules Destrooper guarantees that the goods are in conformity with the placed order and meet the normal expectations of the Purchaser based on the specifications of the product. Jules Destrooper furthermore guarantees that its goods comply with all laws existing at the time of the order.
2. The formulation of a complaint by the Purchaser does not release him from the obligation to pay the invoice and to receive the order.

Article 10 Force majeure

1. In case of force majeure, Jules Destrooper is not obliged to fulfill its obligations. In that case, it can either suspend its obligations for the duration of the force majeure or terminate the agreement definitively.

Force majeure is any circumstance beyond the will and control of Jules Destrooper that prevents the fulfillment of its obligations in whole or in part. Such circumstances include, but are not limited to: strikes, unexpected traffic jams, accidents on European roads, fire, business interruptions, energy disruptions, disruptions in a (telecommunications) network or connection or the communication systems used and/or the unavailability of the Website at any time, non-delivery or late delivery by suppliers or other third parties,...

Article 11 intellectual property

1. The Purchaser acknowledges that all rights of intellectual property on displayed informative notices, logos, texts, photos or other expressions related to the goods and/or the Website shall belong to Jules Destrooper, its suppliers or other entitled parties.
2. Intellectual property rights include patent, copyright, trademark, design rights and/or other (intellectual property) rights, including technical and/or commercial know-how, methods and concepts, whether or not patentable.
3. The Purchaser is prohibited from making use of and/or making changes to the intellectual property rights as described in this article. The Purchaser may not copy, reproduce or perform any other processing of any material protected by intellectual property rights without the prior and explicitly written consent of Jules Destrooper.

Article 12 Applicable law and competent court

1. Belgian law shall apply to the formation, interpretation, implementation and termination of the agreement between the Purchaser and Jules Destrooper. The applicability of the Vienna Sales Convention is explicitly excluded.

All disputes related to or arising from offers from Jules Destrooper or agreements entered into with it shall be submitted to the competent courts of the judicial district where Jules Destrooper's registered office is located.

Article 13 Miscellaneous provisions

1. If any provision of these general terms and conditions is found to be wholly or partially illegal, void or unenforceable under applicable law, the relevant provision or part thereof shall be deemed not to form part of these general terms and conditions, and the legality, validity and enforceability of the other provisions of these general terms and conditions shall not be affected. In such an event, each party shall use its best efforts to negotiate immediately and in good faith a valid replacement provision that is as close as possible to the original intention of the parties and has the same or a similar economic effect.

For any additional information regarding these general terms and conditions and for questions and/or complaints about our services, you can contact Jules Destrooper at the following address: Gravestraat 5, 8647 Lo-Reninge, Belgium, by email: quality@julesdestrooper.com.