AGC GLASS EUROPE SA
AGC GLASS EUROPE SA
General Terms & Conditions - FeelInSafe
Les présentes conditions générales sont disponibles en français et en néerlandais sur simple demande ainsi que sur le site Web xxxxx://xxxx.xxxxxxxxxxxxxx.xxx/xx_XX/. En cas de contradiction entre la traduction en français, en néerlandais et la version anglaise des présentes conditions générales, la version anglaise prévaudra. Deze algemene voorwaarden zijn beschikbaar in het Frans en het Nederlands op aanvraag en op de website xxxxx://xxxx.xxxxxxxxxxxxxx.xxx/xx_XX/. In geval van tegenstrijdigheid tussen de Franse, Nederlandse en Engelse vertalingen van deze algemene voorwaarden, heeft de Engelse versie voorrang.
1. Scope of these General Terms & Conditions These General Terms & Conditions (the “General Terms”) govern all commercial relations between AGC GLASS EUROPE SA, av. Xxxx Xxxxxx 4, 1348 Louvain-la-Neuve, Belgium, BCE: 0413.638.187 (hereafter referred to as the “Seller”) and its clients regarding the sale of the Product made through the Seller's website.
The purchase of the Product through this site implies an unreserved acceptance by the buyer of these General Terms. Therefore, these General Terms take precedence over any other contractual document, in particular the buyer's general terms and conditions of purchase.
The Product (i.e. FeelInSafe) consists of a glass countertop protection on two or more bases for shops and small businesses with one opening at the bottom for the exchange of documents and products.
2. Content and interpretation of the contract All orders, order confirmations, sales contracts and, to the extent relevant, all price offers and quotations
are subject to these General Terms. No modification, derogation or addition by the buyer to these General Terms of the Seller can be considered contractually valid without prior express and written acceptance of the Seller. Unless the Seller has accepted the buyer’s general or particular terms expressly and in writing, those terms are therefore explicitly excluded.
3. Formation of the contract
The order placed on our Website is recorded when the buyer clicks on the "validate my order" button. From the moment of this recording, the buyer is considered to have accepted, with full knowledge of
the facts and without reserve, the prices, volumes and quantities purchased as well as all of these General Terms.
The order is only deemed to be accepted and the contract formed when, after receipt of an order from the buyer, the Seller has dispatched a written acceptance. The parties agree that the above acceptance by the Seller may be validly communicated to the buyer by electronic means.
Negotiation of these General Terms is only possible before the buyer’s order is accepted by the seller and may result in change to any price earlier provided to the buyer.
Any modification or cancellation of an order placed by the buyer will be taken into consideration only if it has reached the relevant Seller’s customer care center which is taking care of the order, before the order confirmation is sent by Seller. Any modification or cancellation of an order shall only be accepted by Seller if confirmed in writing.
4. Delivery terms
AGC uses the services of third parties for the delivery of the Product. Therefore, any time specified for delivery is given as an indication only and shall not constitute a contractual obligation. Failure to comply with such delivery time shall not give rise to the cancellation of the order and/or to any right to claim any loss or damage unless such failure is a result of wilful misconduct or gross negligence on the part of the Seller.
In case of urgent delivery, any additional costs will be charged to the buyer, unless otherwise agreed in writing with the Seller.
If a delivery time is expressly agreed in writing by the Seller, such delivery time shall be without prejudice to force majeure, which will automatically allow the Seller to suspend deliveries without compensation of any kind to the buyer.
If the buyer does not take delivery of the goods at the time when they are made available to him by Xxxxxx, he is nevertheless bound not to delay the due date normally provided for payments related to the delivery. Seller reserves the right to charge additional storage costs.
Failure from the buyer to take prompt delivery shall entitle the Seller to recover any and all costs and expenses as a result thereof.
5. Transfer of risk
The Product travels at the buyer's risk.
Within the limits of Belgian territory, the Product is delivered at the moment they leave the premises of the Seller. The risks are, from that moment on, transferred to the buyer.
International deliveries shall be governed by one of the INCOTERMS, agreed between the parties, appearing in their latest version (INCOTERMS 2020), published by the International Chamber of Commerce. In the absence of agreement on an INCOTERM, delivery shall be deemed to be made in accordance with INCOTERM FCA, i.e. "Free carrier" ; the risk in the goods shall pass to the buyer when the goods have been handed over to the carrier responsible for transporting/delivering the Product to the buyer.
6. Pick-up on Seller’s site – for clients located in Belgium only
As an exception, the Seller may allow the buyer to pick up the Product on the premises of the Seller. Upon pick-up, the buyer agrees to abide by all the safety measures, requirements and conditions (among which, without limitation, measures implemented as a consequence of the COVID19 pandemic) as determined by the Seller on the premises.
If the buyer picks up the Product from the Seller’s premises, all risks associated with the Product are transferred to the buyer upon such pick-up by him of the Product.
7. Approval and reception of the Product
The approval and/or reception of the Products is presumed to be unconditional if no written complaint is made to the Seller within 24 hours of delivery and confirmed by registered letter within five working days from the delivery date.
Hidden defects shall immediately be notified by registered letter to the registered offices of the Seller as soon as they are discovered. The buyer will lose its right to claim for the relevant defect upon any breach of the provisions of this article 7 or the provisions on apparent/hidden defects.
If the packaging of the Product is damaged in any way when the Buyer receives the delivery of the Product, the buyer should immediately inform the Seller in writing on the following email address : xxxxxxxxxxxxxx@xx.xxx.xxx before opening the package and handle and/or make any use of the Product.
8. Warranty – standards and liability claims
The Seller warrants to the buyer that the Product shall conform to appropriate product and industry standards as approved or defined by the European Committee for Standardisation.
All terms, conditions and warranties, other than those expressly set out in these General Terms are excluded. The Seller reserves the right to modify the characteristics and presentation of its products and to stop manufacturing the Product at any time.
Optical, dimensional or other physical properties and colour of Product are subject to the Seller’s manufacturing specifications, tolerances and/or standards, details of which are available on request. The colour of the Product may reasonably differ and vary from one production campaign to another. The colour of the Product must be inspected by the buyer before installation.
Any liability of the Seller is excluded in the event of implementation, in any way, use, handling, cutting or alteration of the Product by the buyer or a third party, save in respect of hidden defects that could not have been discovered prior to the above events.
The buyer shall be responsible for the correct implementation, in any way, use, storage, transport, handling, or alteration or the like, of the Product as laid down or referred to in the Seller’s use, operating and assembly instructions (the “Technical Literature”) relating to the Product and available in the packaging of the Product as well as on the website of the Seller, recognized industry standards and rules of the art. The buyer is informed that the Product is made of glass which is a heavy material, which breaks if not handled with sufficient care and can cut and/or cause serious physical damage/personal injury. Any liability of the Seller is excluded in the event of any use, handling, assembly of the Product by the buyer that is not in accordance with the Technical Literature and/or that does not correspond to what the Product was intended for and/or created for.
As the duration of use of the Product depends, to a large extent, on the conditions of usage and on the maintenance of the support or supports on which the Product is placed, the Seller does not ensure the duration of use that may be mentioned in the Technical Literature unless expressly stipulated otherwise in writing by the Seller. The buyer is responsible for informing third-party users or dealers about the conditions for use and implementation of the products and to make the Technical Literature and necessary information available to them.
The Seller shall not be liable for hidden or apparent defects resulting from failure to adhere to recommendations and guidelines laid down in the Seller’s current Technical Literature on the Product, these General terms, recognized industry standards and rules of the art.
The buyer is presumed to be informed of such recognized industry standards and of any recommendations and guidelines from the Seller and is presumed to have transmitted the same to its own clients.
Except in case of personal injury resulting from the Seller’s negligence or fraud, the liability of the Seller shall, in any event, be limited to the delivery of replacing glass products, free of charge, and with no other compensation, unless the damages were a result of wilful misconduct or gross negligence on the part of the Seller. The Seller shall not be liable to the buyer for any other direct or indirect, or consequential loss or damage (whether for loss of profit or otherwise) which results from the supply of the Product or its use by the buyer.
Upon request from the buyer, the Seller shall do its best efforts to provide the buyer with specific advice. To the extent permitted by applicable law, the Seller will not be responsible for any costs and/or damages resulting from or in relation to the content of such advice, unless the damages were a result of wilful misconduct or gross negligence on the part of the Seller.
9. Retention of title of ownership
The Product delivered remains the exclusive and unalienable property of the Seller until full and unconditional payment of the price and accessory costs.
Until full payment, the Seller maintains the right to recover the Products at the buyer’s cost regardless of whoever may be holding them. From the time of delivery, the buyer shall see that the products remain easily identifiable up to the full, unconditional payment of the price. The buyer shall bear all risks including without limitation in case of total or partial loss or deterioration of the Product. The buyer shall not transfer title to the products to any third party up to the full, unconditional payment of the price.
If the validity of this clause of retention of title of ownership is subject to legal forms in the country of the buyer or to particular preliminary conditions, the buyer shall so inform the seller and shall meet those conditions.
10. Price and terms of payment
The price of the Product is understood to include VAT, but not to include any other duties or taxes of any kind. Unless otherwise agreed in writing by the Seller or if other means of payments are available on the website of the Seller, invoices are payable in cash without rebate at the registered offices of the Seller, or to an account indicated by the Seller, all duties, taxes and banking or exchange costs of any kind being borne by the buyer. Any rebate is calculated on the price, i.e. excluding any tax.
If the delivery of the Product is organized through third parties, the delivery prices, if available, are indicated for information purposes only and are not binding on the Seller, who reserves the right to modify such prices in accordance with the changes made by abovementioned third parties.
Invoice and credit or debit notes are issued on paper, except where the buyer expressly accepted the receipt of electronic invoices and credit or debit notes. Cash discounts will not apply until full payment of any overdue invoice and all costs and interests related thereto.
Without prejudice to any other rights of the Seller, including but not limited to the right to claim further compensation for the actual damage suffered by the Seller, in case any payment is not settled when due, the buyer shall pay a lump sum amount corresponding to fifteen (15) percent of the amount due covering without limitation administrative expenses, pre-procedural costs and incasso-costs resulting from the buyer’s delay in payment. In addition, the buyer shall automatically and without prior notice owe and pay an interest for overdue payment at the rate of seven percent above the interest rate applied by the European Central Bank (European Directive 2000/35/EC) or such higher rate required in writing prior to the sale, the interest accruing for the entire month for any portion of a month. The due date is always calculated as from the invoice date. In addition, the buyer agrees that in case of unsettled payment, the seller may suspend or cancel the sale and/or any current order (including confirmed orders), such suspension or cancellation not giving rise to any claim for compensation or damage by the buyer and without prejudice to the seller’s claim for compensation or damage suffered as a result of such suspension or cancellation. Failure to make timely payment, even partially, of any single invoice for any delivery, makes all amounts due by the buyer to the seller in
any capacity whatsoever immediately and automatically payable.
In case of unsettled payment or any other event possibly jeopardizing payment, the Seller shall have the right to communicate the buyer’s details to the Seller’s credit insurance company and to perform a compensation (set-off) between the amount due by the seller to the buyer and any amount, whatever the origin, due by the buyer to the Seller.
The Seller reserves the right to refuse orders from the buyer if the buyer is in a weak financial condition, further to classification by the seller’s credit insurance company or, even on payment in advance terms, if the buyer previously paid due amounts with delay and/or did not fulfil complete debt settlement (covering the principal amount, interests for overdue payment, compensation recovery costs or the above mentioned lump sum amount of fifteen percent) or is expected to be subject to a risk of default or bankruptcy.
11. Termination or suspension of the contract Without prejudice to any rights which may have accrued or which may accrue, the Seller may, at its option: (i) require payment in advance for any and all prior, current and /or further deliveries, and/or (ii) suspend execution and/or (iii) cancel all or part of the contract and/or any other contracts without prior formal notification:
∗ Should the buyer make default in any timely payment;
∗ In the event of insolvency, bankruptcy, liquidation proceedings, transfer of registered offices or takeover of activity, transfer of enterprise or part
thereof, cessation of payments or deterioration of credit of the buyer and similar events; or,
∗ In the event of seizure, placing of seals on the buyer’s property and similar events.
12. Force majeure
If the performance of any contract or any obligation thereunder is prevented by force majeure, the Seller or buyer, as the case may be, shall be excused, provided that the affected party shall use reasonable endeavors to overcome or remedy its inability to perform as promptly as possible and shall cause performance without delay whenever such cause is removed.
Force majeure shall mean any event beyond the affected party’s reasonable control and includes, without any limitation the foregoing: strikes (including strikes of suppliers or sub-contractors),
other industrial action, fire, accident, embargo, pandemic (including, without limitation, the direct and/or indirect consequences of the COVID 19 pandemic), sanitary measures, lockdowns, failure to secure materials from the usual source of supply (except if such failure is caused by the negligence of the seller), failure in the production equipment (except if such failure is caused by lack of maintenance), war or civil war, earthquakes, exceptional weather conditions, flood, governmental measures, new laws or regulations.
13. Data protection
In the context of preparing, processing, and executing any orders forms of the buyer relating to the Seller's products or services, certain personal data from the buyer and/or its staff or contractors may be processed by the Seller. Furthermore, the Seller may also use the personal data that was communicated to the Seller to send commercial actions and information about new products and services of the Seller by e-mail, unless the buyer and/or its staff or contractors would object to it.
If the buyer and/or its staff or contractors would like to obtain more information about how the Seller processes such personal data and the exercise of their data protection rights in this respect, please consult the Customer, Supplier and Business Partner privacy policy, available here xxxx://xxx.xxx-xxxxx.xx/xxxxx/xxxxxxx/xxxxx/0000- 06/AGEU-PrivacyPolicy-BusinessPartners-EN.pdf.
14. Applicable law – Jurisdiction clause
The contract is governed by the law of Belgium. The United Nations Convention On Contracts For The International Sale Of Goods (1980) shall not be applicable to these General Terms nor to the sale contracts concluded on the basis of these terms. In the event of a dispute, except in case of urgency, the buyer and the seller shall seek an amicable solution before submitting their differences to the court.
Subject to mandatory laws, the court of the legal district where the seller’s registered office is located shall have sole jurisdiction to decide on any dispute save when the buyer is established in another country than the sellers’ country in which case the seller shall have the right to bring the dispute before the court of the buyer’s registered office.
15. Miscellaneous
To the extent permitted by applicable law, if any of the clauses of these General Terms should be
declared void or not applicable, the provision shall apply with whatever deletion or modification is necessary so that the provision is legal, valid and enforceable and gives effect to the commercial intention of the parties and all the other clauses shall nevertheless remain applicable, valid and enforceable.
Unless expressly agreed otherwise in writing by the Seller, any contract, right or order may be assigned by the Seller to any other company belonging to the AGC Glass Europe group or the Seller may sub- contract the manufacture and/or supply of the Product to any third party.