General conditions

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GENERAL SALES CONDITIONS APPLICABLE TO ALL ORDERS PLACED WITH BEKINA BOOTS

 

  1. Any offer, sales, orders and delivery are made subject to the terms herein provided, except if otherwise modified by a separate, prior and written agreement, executed by Buyer and Seller (BEKINA BOOTS NV, Berchemstraat 124, Kluisbergen 9690, Belgium – VAT Nbr: 0405 710 022). Buyer is deemed to acknowledge and fully accept these terms. All other terms and conditions issued by Buyer are null and void if Seller has not accepted them in writing. No alterations for existing sales shall be accepted unless prior written agreement by Buyer and Seller. Seller can alter terms and conditions of future sales not yet accepted, for a valid reason, upon prior written notice to Buyer. In the event of conflict between these general sales conditions accepted in this manner and the general terms and conditions of Bekina, the latter shall prevail.
  2. Orders are subject to acceptance or rejection by Seller and are not binding unless and until so accepted in writing. Acceptance is subject to availability for delivery of the goods covered. Orders can be subject of rejection if they exceed what can be considered as normal based on historic data and market reality. The submission of price offers, price lists and sales conditions does not constitute a commitment on the part of Seller. Its offers are subject to change and are not binding. Unless otherwise agreed expressly and in writing, price quotations, offers shall be valid for a period of 1 month from the date when they are notified, after which they shall expire automatically and irrevocably. In the event of cancellation of an order, Bekina has the right to charge an amount equal 25% of the agreed price in compensation for the damage and costs that the cancellation entails, without prejudice to Bekina’s right to prove and claim greater damages, provided that such proof can be supplied.
  3. Unless otherwise agreed upon in writing, shipments are EXWORKS Bekina Boots® Kluisbergen, Belgium. If for whatever reason the goods are not collected by the Buyer on the delivery date, Bekina has the right to store the goods for the account of, and at the expense and risk of the Buyer. In such cases, the Buyer may be charged a monthly storage fee of 10,00 € per m². Bekina is only obliged to stock the goods ordered for 1 month after the agreed delivery date, after which time it has the irrevocable right to terminate the agreement for the goods not collected and at the expense of the Buyer. If the Buyer refuses to take delivery of the goods purchased, or if the Buyer fails (after being given notice, where necessary) to fulfil his commitments towards Bekina, then Bekina, in addition to other legal remedies, may opt for the cancellation of the entire agreement or a part thereof, subject to compensation or subject to compulsory execution thereof. If the confidence of Bekina in the creditworthiness of the Buyer has been shaken through legal measures taken against the Buyer and/or other demonstrable events, which call into question or render impossible confidence in the proper fulfilment of obligations made by the Buyer, Bekina retains the right, even if the goods have already been dispatched wholly or in part, to suspend the whole or part of the order and to demand adequate guarantees from the Buyer. If the Buyer refuses to comply with this, Bekina reserves the right to annul the whole order or part of it. All the foregoing applies without prejudice to the rights of Bekina to receive compensation and interest, and to the other remedies based on the present terms and conditions, or in accordance with the law. Any cancellation of the agreement may occur by operation of the law and without prior notice of default or other legal intervention, after notification by registered mail from Bekina. The Buyer is hereby obliged to compensate Bekina for all losses suffered, including lost profit, administration costs, personnel costs, costs for raw material, storage, etc. On a flat rate basis, such damages amount to at least 25% of the agreed price, without prejudice to the right of Bekina to prove and claim greater damages, provided that such proof can be supplied. In addition, Bekina will have the right to suspend in whole or in part the further implementation of both the agreement concerned and other current agreements with the Buyer. All delivery times and terms are indicative. However, in the event of an abnormal delay in delivery, Buyer has the right to dissolve the sale by registered letter and without judicial intervention, provided that Seller has still not delivered within a period of one (1) month after Seller was given notice of default by Buyer by registered letter. Buyer expressly waives any other possible means of redress, in particular the granting of any form of compensation for damages.
  4. Title of the goods shall remain vested in Seller and shall not pass to Buyer unless the purchase price has been paid in full and received by Seller. Until title to the goods passes:
    1. Seller shall have the authority to retake, sell or otherwise deal with and/or dispose of all or any part of the goods in any manner;
    2. Seller and its agents and employees shall be entitled to enter at any time and without the need to give notice, any property at which the goods or any part of them are stored, or at which Seller reasonably believes them to be kept for the purpose of reclaiming unpaid goods;
    3. Buyer shall store or mark the goods in a manner reasonably satisfactory to Seller indicating that title to the goods remains vested in Seller; and
    4. Buyer shall insure the goods to their full replacement value, and arrange for Seller to be named on the policy of insurance as the loss payee.
  5. Seller may retain property of the goods which have already been paid for until the full payment of all the goods delivered by Seller. In this case the goods delivered and already paid for serve as security for the yet unpaid goods.
  6. In order to be taken into account, all claims of any nature as to defects in goods must be submitted in writing by registered mail to the headquarters of Seller, along with the appropriate delivery order no later than eight (8) days following date of receipt of the goods. Seller's liability for any hidden defects in goods delivered by Seller is limited to defects that manifest themselves within two months after delivery of the goods.
  7. Buyer’s exclusive remedy and Seller’s sole responsibility for delivery of defective goods shall be limited to the refund of the purchase price or replacement of the goods at Seller’s discretion.
  8. Except in case of fraud, willful misconduct or gross negligence, Seller is not liable for or obliged to pay compensation for immaterial, indirect or consequential damages, including (but not limited to) loss of profit, loss of turnover, loss of income, production limitations, administration or personnel costs, increase in overheads, loss of clients or claims from third parties. In no event shall Seller’s liability to Buyer exceed the amount paid by Buyer. In case of legal action between Seller and Buyer regarding the enforcement of these General sales conditions, the prevailing party shall be entitled to reimbursement of any and all reasonable attorney’s fees and costs incurred. 
  9. Goods which are no longer in their original state and/or packaging shall not be returned and shall not be accepted as returns by Seller.
  10. Buyer expressly agrees to have received from Seller all technical specifications and acknowledges it has knowledge of the goods’ characteristics and specifications, the safety records of the goods, and the applicable rules and laws concerning the use, transport, handling, and safety standards of the ordered goods. Buyer expressly agrees that the goods purchased will not knowingly be sold or given as samples to third persons who may be handling and using the goods in a manner, contrary to manufacturer’s recommended use, specifications or law. Buyer expressly agrees to refrain from copying, counterfeiting, duplicating or otherwise imitating said goods for manufacture or sale.
  11. Buyer is entitled to sell the goods via its own website to the extent that Buyer’s website meets Seller’s guidelines and quality standards relating to the name, layout, logo and “look and feel” of the website. Buyer is not allowed to sell Bekina products online via online sales platforms run by third parties such as Amazon, etc. without the seller's prior written approval. The Buyer may market for sale and sell Products solely and exclusively at the website(s) identified as approved by the seller. The buyer is prohibited from marketing for sale and/or selling products on any other website. This prohibition also applies when Buyer resells the goods. To this end, Buyer shall contractually ensure that this prohibition is imposed on its own customers, for example by reproducing such a clause in its own General sales conditions.
  12. Unless otherwise agreed in writing, Bekina’s invoices are payable not later than 30 days from the invoice date. Any dispute concerning an invoice must be notified in writing to Bekina within 8 working days of receipt of such invoice. The invoice shall be issued on the date of goods release and shall be paid by bank transfer to the corporate office account of Seller as mentioned on the invoice. All expenses, costs and taxes (including bank costs) resulting from payment are to be covered by Buyer. In case of an invoice remaining unpaid after the due date, Seller will have the right to cancel any and all existing orders and deliveries. Unless otherwise specified in writing by Seller, all invoices are made and to be paid in EUROS. Seller shall not accept any foreign currency conversions and reserves the right to claim any potential difference in price if Buyer pays in another currency. Should Buyer fail to make payment when due, the entire price shall become immediately due and payable and Seller shall be entitled to charge a yearly service charge of 12% as well as lump-sum damages of 15%, with a minimum of EUR 100, as of right and without formal notice.
  13. The liability of Bekina cannot be invoked if failure to comply with its obligations is due to any form of force majeure , such as war, unrest, partial or general strike, partial or general lockout, infectious diseases, operational accidents, fire, machine breakdown, bankruptcy of suppliers, lack of raw materials, discontinuation in the delivery of raw materials, etc. In any event, force majeure does not entitle the Buyer to cancel the agreement, unless the situation of force majeure continues for three consecutive months.
  14. The Buyer is obliged to keep secret all information of which it becomes aware within the framework of the agreement between the parties concerning Bekina’s business and/or goods, in whatever form (documents, oral or written information, etc.), including inter alia knowhow, technical data, drawings, documentation, manuals, formulae, commercial information, etc. and not to disseminate them, and to demand the same from staff members and/or third parties involved in the implementation of the agreement.
  15. If a confidentiality agreement has been concluded between the Buyer and Bekina, such confidentiality agreement shall continue to apply, unless it is expressly determined otherwise in writing.
  16. Buyer expressly waives all provisions contained in any of Buyer’s correspondence or forms involved in any sale of the goods which negate, limit, extend or conflict with provisions herein. Buyer agrees that these General sales conditions constitute the entire agreement between Buyer and Seller.
  17. The waiver by Seller of breach by Buyer of any provision of these General sales conditions shall not constitute a waiver of any of other breach by Buyer. If any of the provisions herein is held to be invalid, void or unenforceable by a duly competent court or arbitrator, the remaining provisions shall remain valid and in full force.
  18. The invoice and these General sales conditions constitute a complete and binding agreement governed by the Laws of Belgium. Unless otherwise specified by Seller, the courts of Oudenaarde (Belgium) shall have exclusive jurisdiction for any and all disputes relating to these general sales conditions.