General conditions of sale and online orders
ARTICLE 1 - Scope of application
1.1 These general terms and conditions of sale (hereinafter referred to as "GTC") apply to all sales concluded between Ecomail SRL / Ecomail BV, located at 420 chaussée d'Ottenbourg in 1300 Wavre (Belgium) and the purchasers.
1.2 These G.T.C. are attached to all our framework agreements and are stated on our invoices.
ARTICLE 2 - Orders / Prices
2.1 The selling prices of our products are indicative and can be modified by us at any time and without notice. The indicative selling prices are those listed on the website.
The price list indicates your purchase price excluding VAT.
2.2 Orders are placed on the internet via www.bioflore.be or any other mutually agreed method. Orders under 200 euros are subject to a preparation fee of 7.50 euros in addition to the shipping costs. All of this is charged at once under the heading 'postal charges'. The parcel is sent free of charge if your order reaches 200 € excluding VAT to Belgium, France, Luxembourg, Italy, Spain, Switzerland, the Netherlands and Germany (Please refer to the SHIPPING tab of our website to know the shipping costs). If you wish to collect your order from Bioflore, the administrative costs are also applicable below 200 euros.
Orders placed by mail must be communicated by the buyer to Ecomail by e-mail by means of an order form duly signed by the buyer, of which Ecomail will acknowledge receipt within 48 hours.
Please provide us with your full contact details (address and bank details IBAN + BIC) as well as your VAT identification number or K bis extract (France)
All orders during the first three months of the collaboration must be paid in cash:
- By bank transfer to Bioflore's account: IBAN BE90 0689 3295 6232 -BIC GKCCBEBB
2.3 Any changes to the order requested by the buyer can only be taken into account, within the limits of Ecomail's possibilities, at its sole discretion, if they are notified in writing.
2.4 The products are supplied at the prices that appear in the specific commercial proposal sent to the buyer. These prices are net and exclusive of tax.
ARTICLE 3 - Delivery
3.1 Unless otherwise agreed in writing, deliveries within the European Union are made C.P.T. Incoterm 2010, carriage paid to the buyer's premises. The goods shall be delivered to the place of destination indicated by the buyer, ready to be accepted.
3.2 Unless otherwise agreed in writing, outside the European Union, Ecomail will charge the transport costs to the intended destination. The costs of customs clearance shall be borne by the purchaser.
3.3 Unless expressly guaranteed in writing by ECOMAIL, the delivery time is an obligation of means for ECOMAIL. It is only given as an indication, subject to the availability of the raw material. ECOMAIL cannot be held responsible for any delay in delivery, unless the delay is due to its gross negligence.
3.4 Buyer expressly accepts partial deliveries.
ARTICLE 4 - Terms of payment
4.1 Unless otherwise agreed in writing, ECOMAIL's invoices are payable within 30 days from the date of invoice, at its registered office: 420 chaussée d'Ottenbourg, 1300 Wavre (Belgium). The first three orders are payable in cash.
4.2 In the event of non-payment of an invoice on the due date by the buyer, the payment of all invoices sent to the buyer becomes immediately due. Any invoice not paid on the due date shall automatically and without notice of default bear interest of 1% per month started. It will also be increased, automatically and without notice, by a fixed compensation of 10% of the amount remaining unpaid as conventional damages with a minimum amount of 250€ per invoice not paid on the due date. ECOMAIL also reserves the right to suspend the delivery of orders in progress on the part of the buyer until full payment of the invoice(s) due.
ARTICLE 5 - Retention of title clause
5.1 ECOMAIL retains ownership of the goods sold until full payment of the price in principal and accessories, in accordance with the provisions of article 4.
5.2 In case of resale, ECOMAIL also retains the right to claim the price of the goods held by the sub-purchaser. The retention of title is transferred to the resale price.
5.3 Upon delivery, the risks of all kinds, including acts of God and force majeure, and custody, are transferred to the buyer.
5.4 Default in payment of any or all instalments may result in the goods being reclaimed.
5.5 The buyer is informed of the existence of this retention of title clause as soon as the order is placed and it is understood that the buyer agrees to this retention of title clause at that time, i.e. before the delivery of the ordered products.
ARTICLE 6 - Apparent defects
6.1 The buyer is obliged to check the apparent condition of the products upon delivery.
6.2 Apparent defects are any defects detectable by a scrupulous, careful and serious inspection of the products delivered, and in particular those relating to the quantities, the types of products and the external characteristics of the products.
6.3 Any apparent defect in the products must be communicated to ECOMAIL within 48 hours following delivery, i.e. the handing over of the products to the customer, his representative or the carrier. In the absence of a precise and detailed complaint reaching ECOMAIL within the aforementioned period, the products are deemed to have been accepted. In the event of an accepted complaint, ECOMAIL undertakes to replace or complete the delivery as soon as possible, to the exclusion of the cancellation of the sale or damages in favour of the buyer.
ARTICLE 7 - Warranty for hidden defects
7.1 ECOMAIL guarantees the delivered products against hidden defects, i.e. defects in material/design/manufacture which render them unfit for consumption before the expiry of their expiry date.
7.2 This guarantee of hidden defects of the products can only be implemented by the buyer if he notifies the defects in detail and by registered letter to ECOMAIL, within a maximum period of one month after the discovery of the defects.
7.3 In the event that the warranty is invoked, the remedy will be limited to the replacement of the defective products free of charge, to the exclusion of the cancellation of the sale or of damages in favour of the buyer. The replacement of the defective products will not have the effect of extending the duration of the aforementioned guarantee. ECOMAIL will reimburse the costs of returning the products to its premises and will pay the costs of returning the products to Buyer if the products are found to be defective.
7.4 If necessary, it is up to the buyer to demonstrate that the conditions of transport, transhipment, storage, conservation, distribution, sale and instructions for use have been respected in order to apply the guarantee. ECOMAIL reserves the right to verify compliance with these conditions for the duration of the warranty. ECOMAIL shall not be liable for the buyer's failure to comply with the above conditions.
ARTICLE 8 - Limitation and exemption of liability
8.1 From the date of delivery, ECOMAIL assumes no further liability or warranty for the Products to Buyer and is not liable for any remedy other than that provided for in the foregoing sections.
8.2 Buyer acknowledges and agrees that the Products comply with applicable European legislation and that ECOMAIL assumes no responsibility for compliance with any other applicable legislation, unless otherwise agreed in writing.
8.3 ECOMAIL shall not be liable for the non-performance of any of its contractual obligations where such non-performance is due to an unexpected event beyond ECOMAIL's control, force majeure or act of God, or to strike action by other parties, in particular carriers, even where such event does not render the performance of its contractual obligations totally impossible, but only significantly more difficult or more expensive.
ARTICLE 9 - Termination of the sale
ECOMAIL is entitled to cancel the sale by registered letter, by operation of law, i.e. without prior recourse to justice, in the event of serious breach by the buyer of its contractual obligations, in particular in the event of abstention by the buyer to take delivery of the ordered products within a reasonable time, in the event of late payment of an invoice, or if it appears that the buyer will not execute or is seriously at risk of not executing one of its principal obligations, and this even before this obligation is due. In such a case, Buyer shall be liable to pay damages fixed by agreement at a minimum of 20% of the purchase price, without prejudice to ECOMAIL's right to claim damages in excess of the agreed fixed amount, in which case ECOMAIL shall provide proof thereof.
ARTICLE 10 - Applicable law and jurisdiction
10.1 The execution of sales is deemed to take place in Belgium. The relationship between ECOMAIL and the Buyer is governed by Belgian law.
10.2 Any dispute relating to the relationship between Buyer and ECOMAIL shall be subject to the exclusive jurisdiction of the courts of the district of Brussels.
ARTICLE 11 - Miscellaneous
11.1 In the event of a dispute, the French version of these general terms and conditions will be used, except in the case of the exception detailed in article 11.1 of the General Terms and Conditions, which will be translated into the language used by the client.
11.2 The possible cancellation or non-application of a provision of the present terms and conditions shall not affect the validity of the other provisions.
ARTICLE 12 - Acceptance by the Buyer
The present General Terms and Conditions are expressly approved and accepted by the buyer, who declares and acknowledges that he is fully aware of them. The professional buyer waives, in particular, the right to rely on any contradictory document issued by him, such as his own general conditions of purchase, invoices, etc.