Terms and conditions of sale

1. Application of these terms and conditions

1.1. The seller referred to below is YOURVISUALHERE SPRL, whose registered office is located at Optimism Avenue 15, 1140 Brussels (tel.: +32(0)2/430.24.63 - e-mail: info@yourvisualhere.be), registered with the Crossroads Bank for Enterprises under number 0598 884 532 (VAT 0598 884 532).

1.2. The buyer is defined below as the company or natural person who agrees to the offer contained in the price quotation issued by the seller.

1.3. These general terms and conditions of sale apply to every order placed by the buyer with the seller and to all sales contracts between them, including all ancillary services.

1.4. Unless accepted in writing by the seller, these general terms and conditions of sale exclude all other general and specific terms and conditions of the buyer.

1.5. The buyer undertakes to inform the seller, at the latest when accepting the price quotation issued by the seller, whether the order is placed for business or private purposes. Unless otherwise stated, the parties acknowledge that the obligations arising from the agreement to which these terms and conditions relate arise and/or are performed mainly at the place of the seller's registered office, the office of one or more of its subsidiaries or one of its warehouses.

2. Orders

2.1. Offers are valid while stocks last. French is the only language used for concluding the contract and during its performance.

2.2. When visiting the seller's website, the buyer chooses the type and quantity of goods required and the specific features they wish to have applied to these goods. The buyer fills in their personal details and submits their price request to the seller. As soon as possible, the seller e-mails the buyer a price quotation setting out the characteristics of the requested goods, all subject to these general terms and conditions. The buyer accepts the price quotation within 31 days of it being sent, failing which the offer lapses. If the buyer makes changes, the seller sends a new price quotation valid under the above conditions. Acceptance of the final price quotation constitutes conclusion of the sales contract and makes the parties subject to these general terms and conditions. The seller sends the buyer a confirmation of the order placed.

3. Price and payment

3.1. The sale price stated in the price quotation may be changed until it is accepted by the buyer, which makes it final, except in cases of force majeure.

3.2. The seller reserves the right to require, at its discretion, additional real or personal security. If such security is not provided, any commitment between the parties shall be deemed void.

3.3. Unless otherwise agreed, invoices issued by the seller are payable in euros, in cash and without discount, at the seller's registered office or into its bank account.

3.4. Any complaint concerning an invoice must be notified to the seller within eight days of its receipt at the latest, failing which it will not be taken into account.

3.5. If any invoice is not paid within 15 days of being sent, the buyer shall owe the seller, in addition to the principal amount, automatically and without prior notice of default, late-payment interest at the rate of 1.5 % per month, as well as fixed compensation of 15 % of the principal amount of the order excluding VAT, interest and costs, with a minimum of €75.

3.6. Likewise, and in accordance with article 78 of the law on market practices and consumer protection, should a delay be attributable to the seller's fault, and provided that the customer has sent the seller, by registered letter, a formal notice referring to this clause and that this notice has remained without effect for eight days, the seller shall owe, as fixed compensation, an amount equal to 5 % of the agreed price excluding tax, with a minimum of €75.

3.7. In the event of legal recovery of any invoice, the buyer shall also owe the reasonable costs of recovery, such as lawyers' fees and internal administrative costs, exceeding the amount of this fixed compensation.

3.8. If the buyer fails to meet a single payment deadline, for whatever reason, all subsequent payments shall be made at the latest when the buyer next places an order. In addition, the seller reserves the right in that case to suspend the performance of other orders in progress until the amounts due have been paid in full.

4. Delivery

4.1. Except for sales to consumers, the buyer bears the transport and the risks relating to the products as soon as they take possession of them or, failing that, as soon as they are made available to them. If the buyer designates another place of delivery, collection and, where applicable, storage of the products shall be at the buyer's risk and expense.

4.2. The parties expressly agree that any delivery time is given for information only. No delay in delivery may therefore give rise to termination of the sales contract by the buyer or to payment of damages by the seller.

4.3. In addition, the seller has the right to refuse to sell its products depending on stock availability or for any other legitimate reason, and retains the right to make partial deliveries. Prices do not include pallets, packaging and other ancillary costs. The conditions for the return of pallets and packaging shall be set by special agreement.

5. Retention of title

5.1. Delivered products remain the property of the seller until full payment of the price, including late-payment interest and any compensation.

5.2. If the price is not paid by the due date, the seller reserves the right to take back the products at the buyer's expense. Until the products have been paid for in full, the buyer may neither resell them nor pledge them without the seller's prior written consent.

5.3. The buyer undertakes to inform the seller of any seizure by a third party of products sold whose price has not been paid in full.

5.4. Likewise, the buyer undertakes to inform the seller immediately if delivered and unpaid products are located on premises rented by the buyer.

6. Warranty

The buyer undertakes to carefully examine the products delivered to them on receipt, to the best of their ability.

6.1. Buyer acting for business purposes:

6.1.1. Any complaint about a visible defect or lack of conformity affecting the delivered products must be notified to the seller within 7 days of delivery of the products.

6.1.2. Acceptance of the products by the buyer or their staff covers any visible defect that could be noticed at the time of delivery.

6.1.3. Any complaint about a hidden defect in the delivered products must be notified to the seller within fifteen days of the buyer discovering the defect or from the moment they could reasonably have discovered it.

6.1.4. Any legal action relating to hidden defects must be brought within thirty days of the buyer discovering the defects, or from the moment they could reasonably have discovered them, or from the day on which negotiations for an amicable settlement failed.

6.1.5. No product may be returned to the seller without its prior written consent.

6.1.6. For a period of one year from delivery of the products, the seller's warranty is limited exclusively either to the repair or replacement of the defective products, or to the refund or reduction of the invoiced price, without any further compensation.

6.1.7. In addition, the seller's liability is excluded in the event of damage caused jointly by a defect in the delivered products and by the fault of the injured party or of a person for whom the injured party is responsible.

6.1.8. The warranty expires after this one-year period.

6.2. Buyer acting for non-business purposes: the buyer has statutory rights under the law of 1 September 2004 on the sale of consumer goods, which are not affected by this warranty. This article constitutes a warranty within the meaning of article 1649quater, § 3 of the Civil Code.

7. No right of withdrawal for consumers

Where goods are supplied to a consumer that are made to the consumer's specifications or clearly personalised, or which by their nature cannot be returned or are liable to deteriorate or expire rapidly, the following applies: "The consumer does not have the right to withdraw from the purchase".

8. Force majeure

8.1. The occurrence of any event such as, in particular, any interruption of production, transport or delivery, strikes, lock-outs, embargoes, wars, terrorist attacks or their consequences, shortage of raw materials, epidemics, bad weather and, more generally, any similar event affecting the parties or their supplier and delaying or preventing the performance of their respective obligations, suspends the performance of their respective obligations.

8.2. The party invoking such an event shall provide the other party with proof of its occurrence as soon as possible. The performance of its obligations shall be suspended until notification of the end of the event, it being understood that neither party may claim any compensation from the other.

8.3. The parties shall do everything possible to reduce the difficulties and/or damage caused.

8.4. If the force majeure lasts more than 60 days, the parties shall do everything possible to renegotiate the further performance of the sales contract.

8.5. Failing agreement, each party shall have the right to terminate it by notification to the other party.

9. Subcontracting and assignment

The seller may subcontract all or part of the performance of the sale to a third party without the buyer's prior written consent. It may also assign all or part of the sale to a third party without the buyer's prior written consent.

10. Privacy

10.1. The processing by the seller of the personal data received from the buyer is carried out for the purposes of performing this agreement, customer management, promoting the seller's products and services, and running personalised information and direct marketing campaigns, including by e-mail.

10.2. The buyer has at all times a free right of access to, control over and rectification of the personal data concerning them, in accordance with the law of 8 December 1992 on the protection of privacy in relation to the processing of personal data.

10.3. The data controller is the seller's managing director.

10.4. The buyer authorises the seller to mention the sale of products or the provision of services covered by this contract, strictly for the purpose of promoting the products sold and/or services provided by the seller. Such promotion shall be submitted to the buyer, who may withdraw this authorisation at any time. However, the buyer may never, on any grounds whatsoever, claim damages as a result of such promotion.

11. General provisions

11.1. The nullity or unenforceability of any clause of these general terms and conditions shall not affect the validity or enforceability of the other clauses. Where applicable, the parties undertake to replace the null or unenforceable clause with a valid clause that is economically closest to it.

11.2. The fact that the seller does not invoke these general terms and conditions of sale at a given time may not be interpreted as a waiver of the right to invoke them later.

11.3. Any communication or notification between the parties shall be validly made by registered letter, fax or e-mail with acknowledgement of receipt, for the seller at its registered office and for the buyer at its registered office or home address.

12. Applicable law and jurisdiction

12.1. The contractual relations between the parties and these general terms and conditions are governed by Belgian law, including in the event of third-party proceedings. The parties expressly agree to exclude the application of the Vienna Convention on the International Sale of Goods.

12.2. Any dispute relating to the formation, performance or interpretation of these general terms and conditions of sale and of any agreements to which they apply, which cannot be settled amicably, shall be subject to the exclusive jurisdiction of the courts of the judicial district of Brussels and, where applicable, the Justice of the Peace of the Second Canton of Brussels.