1. ADVANCE - DEFINITIONS
1.1 STAENIS BVBA is a Belgian company, with its registered office at 9870 Olsene, Nieuwlandstraat 33 and is registered with the Crossroads Bank for Enterprises under number 0668.385.527 (RPR - Ghent Branch) (hereinafter: "STAENIS").
- General Terms and Conditions:
Current general sales conditions
- Reflection period:
the period within which the Consumer can exercise his right of withdrawal
The natural person who is not acting for purposes related to his trade, business, craft or profession;
- Durable Data Carrier:
any tool - including e-mail - which enables the consumer or entrepreneur to store information addressed to him personally, in a way that allows future consultation or use for a period of time appropriate to the purpose for which the information is intended, and which allows the unchanged reproduction of the stored information;
- Right of Withdrawal:
The ability of the consumer to abandon the distance contract within the cooling-off period;
purchaser of STAENIS' products and/or services, whether or not he is a Consumer.
- Remote Agreement:
an agreement whereby, within the framework of a system organized by STAENIS for the distance sale of products and/or services, up to and including the conclusion of the agreement, exclusive use is made of one or more Techniques for Distance Communication;
- Technology for remote communication:
means that can be used to conclude an agreement, without the Buyer and STAENIS, having to have met simultaneously in the same room;
2.1 Unless otherwise expressly agreed in writing, these general conditions shall apply to all offers and agreements between STAENIS and Buyer, including all orders and purchases made through the web store available on the Website.
2.2 The General Terms and Conditions apply both to sales of goods, deliveries of goods and, where applicable, to the provision of services.
2.3 STAENIS has the right to change the Terms and Conditions at any time and without prior notice.
2.4 Any Buyer may always consult the General Terms and Conditions on the Website and also obtain a copy upon simple request to STAENIS.
2.5 Any stipulations made by the Buyer - including but not limited to his own general conditions - shall apply only if expressly accepted by STAENIS in writing. If STAENIS expressly accepts in writing the application of general or special terms and conditions of the Buyer, the General Terms and Conditions shall nevertheless continue to apply in addition.
2.6 Signing the order form/quotation or order via the Website necessarily implies acceptance of the General Terms and Conditions. If no order form/quotation is drawn up, the acceptance of the goods implies that the Buyer agrees with the General Terms and Conditions.
2.7 The nullity of one or more clauses of the General Conditions shall not affect the validity of the remaining clauses or the agreement.
2.8 Anything not expressly provided for in these terms of sale shall be governed by the provisions of Belgian law.
3. QUOTATION, OFFER
3.1 Unless otherwise expressly agreed, STAENIS' written quotations shall be valid for 30 days only.
3.2 All our quotations are based on delivery under normal circumstances and during normal working hours. These quotations are always subject to possible fluctuations in the prices of raw materials, of wages and of fuel and energy.
3.3 The mere submission of a quotation, estimate, pre-calculation or similar communication or offers in whatever form and by whomsoever made, whether or not designated as an offer, shall be without obligation and shall not oblige STAENIS to enter into an agreement.
3.4 If quotations or confirmations of orders are based on data, drawings and the like provided by the other party, STAENIS may assume the accuracy of such data. In the case of an order for articles made to measure or on plan, STAENIS shall draw up the quotation on the basis of the dimensions communicated by the Buyer, who shall bear full responsibility with regard to their accuracy. The Buyer shall verify the correctness of the measurements given on the order form.
3.5 The prices and photos shown on the Website are not binding and, in exceptional cases, may contain incorrect or incomplete information. The Website may also be subject to occasional technical errors which, once identified, will be corrected as soon as possible.
4.1 An agreement shall only come into existence by written order confirmation or actual execution of the order. With regard to online purchases via the Website, the contract shall only come into effect after written confirmation by email to the Buyer. Without prejudice to a Consumer's right of withdrawal, a Consumer may dissolve the contract free of charge as long as no written confirmation has been received.
4.2 Any additions or modifications to the agreement shall be binding on STAENIS only if confirmed by STAENIS in writing. In the event of any difference between the order of the Buyer and the written confirmation of the order by STAENIS, only the confirmation by STAENIS shall be binding. STAENIS shall not be bound until the order has been confirmed in writing.
4.3 Orders taken by a representative or employee of STAENIS are valid only after written confirmation by an authorized person who can bind STAENIS for this purpose.
4.4 STAENIS may - within the limits of the law - ascertain whether the Consumer is able to meet his payment obligations, as well as all those facts and factors which are important for a sound conclusion of the distance contract. If, on the basis of this examination, STAENIS has good reason not to enter into the agreement, it may refuse an order or application while giving reasons, or attach special conditions to its execution.
4.5 STAENIS reserves the right to refuse orders in case of serious suspicion of legal abuse or bad faith, serious suspicion of commercial purposes unacceptable to the entrepreneur or in case of exhaustion of stock of a particular item.
4.6 STAENIS undertakes to process the orders placed on the Website while stocks last and within the limitations set forth in these terms and conditions.
5.1 Without prejudice to a Consumer's right of withdrawal, in the event of cancellation of the order, the Buyer shall owe liquidated damages amounting to 30% of the value of the order with a minimum of 250 euros, without prejudice to STAENIS's ability to prove and claim higher damages.
5.2 For example, if the goods ordered are already in production, they will be invoiced at the price stated on the order form, less the cost of installation and/or delivery.
6. RIGHT OF WITHDRAWAL (ONLY APPLICABLE TO CONSUMERS)
6.1.1 A Consumer may dissolve a contract relating to the purchase of a product during a cooling-off period of 14 days without giving reasons.
6.1.2 The cooling-off period mentioned in article 6.1.1 starts on the day after the Consumer, or a third party designated in advance by the Consumer, who is not the carrier, has received the product, or:
A. if the Consumer has ordered several products in the same order: the day on which the Consumer or a third party designated by him has received the last product. STAENIS may, provided it has clearly informed the Consumer thereof prior to the ordering process, refuse an order for multiple products with a different delivery time.
B. If the delivery of a product consists of several shipments or parts: the day on which the Consumer, or a third party designated by him, has received the last shipment or the last part;
C. in case of contracts for regular delivery of products during a certain period: the day on which the Consumer, or a third party designated by him, has received the first product.
6.2 Obligations of the Consumer during the Reflection Period
6.2.1 During the reflection period, the Consumer shall handle the product and its packaging with care. He will only unpack or use the product to the extent necessary to determine the nature, characteristics and functioning of the product. The starting point here is that the Consumer may only handle and inspect the product as he would be allowed to do in a store.
6.2.2 The Consumer is liable for the reduction in value of the products resulting from treating the products beyond what was necessary to establish the proper functioning of the products.
6.3 Exercise of the right of withdrawal by the Consumer and costs thereof
6.3.1 If the Consumer exercises his right of withdrawal, he shall notify STAENIS within the cooling-off period by means of the model form for withdrawal or in any other unambiguous manner.
6.3.2 As soon as possible, but within 14 days from the day following the notification referred to in paragraph 6.3.1, the Consumer shall return the product or hand it over to (an authorized representative of) STAENIS. The Consumer shall in any case have complied with the return period if he returns the product before the cooling-off period has expired.
6.3.3 De Consument zendt het product terug met alle geleverde toebehoren, indien redelijkerwijs mogelijk in originele staat en verpakking en ongebruikt.
6.3.4 The risk and burden of proof for the correct and timely exercise of the right of withdrawal lies with the Consumer.
6.3.5 The Consumer shall bear the direct costs of returning the product. STAENIS shall not be obliged to refund the additional costs due, due to the Consumer's explicit choice for a different mode of delivery than the cheapest standard delivery offered by STAENIS.
6.4 Situations in which the Consumer cannot exercise his right of withdrawal
The Consumer cannot exercise his right of withdrawal if:
A. the products supplied have been used;
B. the delivered products have been irrevocably mixed with other products or goods after delivery;
C. the delivered products are manufactured according to the specifications of the Consumer or are clearly intended for a specific person;
7.1 For Buyer who is a Consumer:
7.1.1 The goods shall be dispatched at STAENIS's risk, unless the transport is insured by a carrier indicated by the Consumer and this choice was not offered by STAENIS.
For those agreements where STAENIS ships to the Consumer, the risk of loss passes to the Consumer:
A. when the Consumer or a third party designated by him and who is not the carrier, takes physical possession of the good;
B. upon delivery of the good to the carrier who was not offered by STAENIS, without prejudice to the Consumer's rights with regard to this carrier;
7.1.2 The place of delivery is the address that the consumer has made known to the company.
7.2 For Buyer who is not a Consumer:
7.2.1 Delivery shall be deemed to have taken place, irrespective of the destination, at STAENIS's registered office. All risks attached to both delivered goods and goods destined for the Buyer (including loss, theft and destruction or damage) shall at that time be transferred to the Buyer. The goods shall always be transported at the expense and risk of the Buyer, even if they are sent carriage paid.
7.2.2 If, irrespective of the agreed means of transport, the goods are ready for taking delivery and the Buyer has been notified thereof, the Buyer shall be obliged to take delivery immediately. If the Buyer fails to take delivery of the goods after the expiry of a period of 14 days following notification that the goods are at his disposal, STAENIS shall have the right, after the period stipulated in a registered letter, to regard the contract as automatically terminated. This shall apply without prejudice to STAENIS's right still to demand the execution of the agreement. After a period of 14 days following notification that the goods are available to the Buyer, a fee of at least 2% of the selling price per week shall be charged for the continued storage of the goods.
7.2.3 If Buyer has filed its own petition for bankruptcy or if a petition to that effect has been filed against Buyer by one or more of its creditors, Buyer shall be authorized to suspend delivery and shipment until such petition or petition is decided.
7.3 For all Buyers:
7.3.1 Packaging, unless expressly agreed otherwise in writing, is at the discretion of STAENIS and shall be charged at cost.
7.3.2 STAENIS shall at all times have the right to make partial deliveries, which shall be regarded as separate deliveries.
7.3.3 STAENIS shall not be liable for any delay or failure to deliver due to the actions of the carrier.
7.3.4 There is always a shipping charge. The price of the shipping cost depends on the choice of country and quantity.
8. DELIVERY TIME
8.1 For Buyer who is a Consumer:
The Consumer shall receive the ordered goods no later than 30 days after the conclusion of the contract, except in cases of force majeure.
8.2 For Buyer who is not a Consumer:
8.2.1 The stated delivery term is, unless expressly agreed otherwise, purely indicative. Failure to meet the delivery term for any reason whatsoever shall not give the Buyer the right to refuse to accept and/or pay for the goods or to claim any compensation from STAENIS.
8.2.2 If a binding delivery term has been agreed between the parties in the proposal, STAENIS shall be in default only after it has been notified in writing of the default by the Buyer and only insofar as the latter has himself fulfilled his obligations. The delivery term shall commence only after all data necessary for the execution of the agreement that the Buyer must provide, as well as the requested advance payment, are in the possession of STAENIS.
8.2.3 If the delivery period is interrupted by the Buyer, its representatives or third parties working on the Buyer's behalf, the Buyer shall owe compensation of 250 Euros per day.
9.1 If as a result of force majeure, including at the suppliers of STAENIS, the latter is unable to carry out the agreement, STAENIS reserves the right to terminate the agreement or to suspend its execution, without any compensation being claimed by the Buyer.
9.2 The Buyer accepts that the following shall constitute force majeure war, threat of war, riots, acts of war, fire, water damage, flooding, earthquake, industrial disturbance or business interruption of any kind and regardless of the manner in which they arose, at STAENIS or its suppliers, delayed or late delivery by STAENIS's suppliers, transport difficulties or barriers to transport of any kind to and from STAENIS, import or export restrictions of any kind, total or partial strikes, political events interrupting the production supply/dispatch, machine failure, lock-out and, in general, reasons hindering the normal course of business.
10.1 All prices quoted are in Euro and are exclusive of VAT and other levies or taxes.
10.2 The sales prices are based on the prices, exchange rates, wages, taxes, duties, charges, freight costs, etc. existing at the time of the order confirmation. Should one or more of these factors change before delivery, STAENIS shall have the right to change the agreed prices accordingly.
10.3 The price quotation applies only to the goods specified in the quotation. In the case of composite price quotes, there is no obligation to supply part of the quote at the corresponding part of the total price.
10.4 STAENIS reserves the right to request a deposit at the time of order.
11. PAYMENT VIA WEBSHOP
11.1 All rates displayed on the Website are expressed in euros and do not include VAT, other taxes or charges.
11.2 Payment can be made via credit card, debit card, PayPal or deposit. In any case STAENIS has the right to offer less than the above mentioned tariff options. By using STAENIS its paid products, you agree to the rates listed on the website.
12. PAYMENT TERM AND COLLECTION
12.1 Sales through the Webshop are payable immediately. The online order will be processed only after sending the order confirmation and receiving payment.
12.2 Invoices are payable no later than the due date, subject to approval and adjustment of the terms and conditions for the payment method(s) by the credit management department. The amount of the invoice must be paid net. Discount and bank charges shall be borne by the Buyer.
12.3 All invoices are payable in cash at STAENIS's registered office, regardless of the method of payment and even if STAENIS were to draw bills of exchange on the Buyer or have payment received by financial institutions. Acceptance of the bills of exchange in payment shall not entail novation of the debt. All costs related to the discounting of the bill of exchange shall always be borne by the Buyer.
12.4 If STAENIS has made partial deliveries, these shall be invoiced as separate deliveries. Each (partial) payment shall first serve to settle the goods, which may be linked to another good by accession.
12.5 In case of non-payment on the due date or in case of late payment of the invoices, conventional interest is due, ipso jure and without notice of default, either 10% per year for a Consumer or in accordance with the Act of 2 August 2002 on the fight against payment arrears in commercial transactions for Buyers who are not Consumers.
Liquidated damages shall also be due, automatically and without notice, in the event of non-payment on the due date or in the event of late payment of the invoices, amounting to 10% of the invoice amount (with a minimum of EUR 50 per invoice) as a penalty clause, without prejudice to STAENIS's right to prove higher damages.
12.6 STAENIS has the right at any time before delivery, including partial delivery, to require the Buyer to provide sufficient security for the performance of his payment obligation. If the Buyer fails to provide such security, STAENIS has the right to suspend further deliveries.
12.7 If the Buyer fails to pay within the agreed period, all outstanding claims of STAENIS shall become immediately due and payable.
12.8 In a reciprocal commercial relationship, STAENIS is entitled at any time to offset all balances it has from the Buyer against debts owed to the Buyer, even after concurrence.
12.9 As a result of a dissolution, mutually existing claims shall become immediately due and payable. The Buyer shall be liable for all damage suffered and to be suffered by STAENIS.
12.10 If the Buyer fails to meet his obligations under any agreement concluded with STAENIS on time, in full or properly, or in the event of the suspension of payments, cessation or liquidation of the Buyer's business or his death STAENIS shall have the right to dissolve the agreement in whole or in part (and to claim back the goods delivered by STAENIS insofar as not yet paid for) without judicial intervention and without any notice of default being required and/or to demand payment for the part of the agreement performed and/or to demand advance payment for further deliveries. In these cases, mutually existing claims shall become immediately due and payable. The Buyer shall be liable for all damage suffered and yet to be suffered by STAENIS.
12.11 Protests against invoices must be made by registered letter within 8 days of the invoice date under penalty of cancellation. The date and the invoice number must be mentioned in the registered letter, otherwise the letter will be considered as non-existent.
13. RETENTION OF TITLE
13.1 STAENIS shall retain title to all non-paid goods delivered by it. This retention of title serves as security for all sums due by the Buyer to STAENIS in respect of or in connection with deliveries made by STAENIS, including interest and costs. Accordingly, title shall pass to the Buyer only as soon as the Buyer has fulfilled his obligations vis-à-vis STAENIS.
13.2 The Buyer may not in any way dispose of goods that are subject to STAENIS's retention of title. As long as STAENIS's retention of title has not been terminated, the Buyer shall have the delivered goods at his disposal in such a way that the goods are immediately recognizable to everyone as the property of STAENIS. The unpaid goods may therefore in no case be pledged or assigned as security to others.
13.3 STAENIS shall be entitled to have an independent auditor audit the Buyer's books to verify compliance with this Article.
13.4 If the Buyer fails to comply with any obligation towards STAENIS, STAENIS shall have the right to take back without judicial intervention all goods to which the reservation of title applies in accordance with the above. If STAENIS exercises this right to repossess, the agreement shall automatically and ipso jure be deemed to be terminated at the Buyer's expense. In this case, the Buyer shall in any case owe compensation estimated at a flat rate of 30% of the value of the order with a minimum of 500 euros, without prejudice to STAENIS's right to prove and claim greater damage.
13.5 The Buyer shall return these goods to STAENIS carriage paid at STAENIS's first request. This shall not affect STAENIS's right to compensation.
14. RISK - COMPLAINTS
14.1 STAENIS is not responsible for problems resulting from the wrong and/or improper use of delivered goods, problems resulting from force majeure, and from the act or intentional fault of any person, including the Buyer or his appointees.
14.2 The Buyer must check the goods delivered immediately upon delivery for any deviations from what was agreed. If the Buyer considers that there are visible defects, he must immediately have the carrier make a note thereof on the consignment bill or the packing slip. This consignment bill or packing note must be sent immediately to STAENIS, and the Buyer must also immediately contact STAENIS in order to notify STAENIS.
14.3 Any complaints must be submitted in writing by registered letter to STAENIS within three working days of the delivery date. After the expiry of this period, the delivery shall be deemed to have been irrevocably and unconditionally accepted by the Buyer.
14.4 Acceptance of the invoice discharges STAENIS in any case from any responsibility for visible defects. The use, even of a part of the delivery, implies the approval of the visible defects.
14.5 Hidden defects may only give rise to compensation if they have been detected with due diligence and are submitted by registered letter within three days of their discovery and the goods have not meanwhile been handled or processed.
14.6 STAENIS's liability, in the event of both visible and invisible deficiencies, shall be limited to the redelivery of the good affected by the deficiencies, such subject to the return of the deficient goods. If STAENIS procures or has procured goods from third parties, the responsibility or liability of STAENIS shall be limited to that for which the supplier of STAENIS is liable vis-à-vis STAENIS.
14.7 Except in the case of fraud, STAENIS's liability shall in any event be limited to the invoiced and paid value of the good affected by a defect, to the exclusion of any right of the Buyer to reimbursement of the price. The Buyer shall not be entitled to compensation for any other direct or indirect damage (such as, but not limited to, lost profit, lost sales, loss of goodwill, loss of clientele, etc.).
14.8 The Buyer shall cooperate fully with all that STAENIS considers necessary, such as inspection of the deliveries by or on behalf of the Buyer, to ascertain the merits of the complaint.
14.9 Products may not be returned by the Buyer without STAENIS's written consent. The granting of the aforementioned consent shall not imply recognition of the merits of the complaint. After the Buyer has received the consent, the products must, unless damaged, be returned to STAENIS in an undamaged condition and in the original packaging. This shall be at the Buyer's risk. Where applicable, STAENIS shall keep the returned goods in storage at the expense and risk of the Buyer.
14.10 STAENIS shall not be liable for any direct or indirect damage, whether material or immaterial, caused by its Website or related websites. Whether in terms of price, images or texts, the errors detected do not entitle the Buyer to claim the amount paid for a product or any other form of compensation.
15. SIGNATURE AND PROOF
15.1 The Buyer accepts electronic evidence.
15.2 The Buyer is solely and exclusively responsible for the accuracy of all information he or she submits.
15.3 The final confirmation of the order by the Buyer counts as acceptance of the order at the price set. The Buyer's ratification counts as signature and express acceptance of all transactions through the Website.
16. CONFORMITY AND WARRANTY
16.1 STAENIS guarantees that the products and/or services comply with the agreement, with the specifications given in the offer, with the reasonable requirements of reliability and/or usefulness and with the statutory provisions and/or government regulations in existence on the date on which the agreement was concluded. If agreed, STAENIS also guarantees that the product is suitable for other than normal use.
16.2 A guarantee provided by STAENIS, manufacturer or importer shall not affect the legal rights and claims that a Consumer may assert against STAENIS under the contract.
16.3 However, STAENIS is not responsible:
A. For the products, and their chemical reaction that they may bring, with which the Staenis grid is completed;
B. For cracking, bursting or other problems that occur with the screed if the Staenis grid is not leveled when installed;
C. For misplaced substrates;
D. For any other (incorrect) placement of the Staenis grid than as described in the placement conditions and specifications (see Website), which may cause problems;
E. For accidents (such as tripping over the Staenis grid)
F. For not handling the correct floor structure correctly
G. For floor finish problems not created by the Staenis grid;
H. If no primer is applied to place a floor finish if it is required by the manufacturer.
17. INTELLECTUAL PROPERTY - USE OF THE WEBSITE
17.1 All data regarding the products/composition/application supplied by STAENIS shall remain the property of STAENIS, even if costs have been charged and/or if the order has been accepted or carried out by us. The Buyer guarantees that none of this information provided by STAENIS shall be copied, shown to third parties or used or made available to them without its express prior written consent. STAENIS may at any time demand that the Buyer return these data to us. He shall comply with this request immediately.
17.2 The information on the Website may be downloaded for informational purposes only. Any other use is prohibited.
17.3 All texts, works, drawings, images and data as well as all denominations, trade names, domain names, brands, logos and other components of this Website are protected by intellectual property rights vested either in STAENIS, its suppliers or other right holders. The whole or partial presentation, reproduction, diffusion, sale, distribution, publication, adaptation and use for commercial purposes in any way, as well as the electronic storage or use for unlawful purposes is prohibited without prior written consent of STAENIS, its suppliers or the rightful owners, except to identify the products or services.
17.4 Any communication sent by the user to the Website will be considered non-confidential and non-proprietary. STAENIS is not responsible for these communications. STAENIS has the right to remove, copy, disclose, distribute, transmit and otherwise use these communications for any purpose.
17.5 The Website and all its parts, with the exception of certain (hyper-) links leading to websites outside the domain of STAENIS, are the property of STAENIS. You may not disclose, copy or store the Website or any part of it without express written consent of STAENIS. This consent is not required for personal and non-commercial use of the Website.
18. CHANGE OF ADDRESS - TRANSFER OF RIGHTS:
18.1 The Buyer shall immediately inform STAENIS of any change of address. Failing this, all correspondence shall be deemed to have been received if it is addressed to the address of the Buyer specified in the order form or letter of instruction.
18.2 The Buyer may not transfer his rights and obligations vis-à-vis STAENIS to third parties without prior written consent. If, in violation of the preceding prohibition, the Buyer should nevertheless transfer all or part of his rights to a third party, the claim which he may have against third parties shall be automatically and ipso jure transferred to STAENIS.
19.1 If STAENIS should infringe the rights of third parties - in whole or in part - by carrying out the Buyer's order, the Buyer unconditionally undertakes to indemnify STAENIS against all consequences thereof.
20.1 STAENIS shall be liable only for dimensions and technical descriptions included by it. The goods shall be delivered subject to the usual tolerances for dimensions, unless expressly agreed otherwise.
21.1 STAENIS shall not be liable for the consequences of force majeure, which herein shall include, but not be limited to, any event beyond the reasonable control of the Entrepreneur, including but not limited to strikes, lockouts, interruptions in transportation and distribution, acts of war, fire, government or administrative regulations or ordinances, inability to obtain natural gas and/or other fuels or supplies, systems failure, and the like more.
21.2 In such a case, the parties shall make all reasonable efforts to continue or commence the execution of the agreement as soon as possible. In case the period of emergency or force majeure lasts longer than 3 months, each of the parties has the possibility to terminate the agreement unilaterally by registered letter.
22.1 Any disputes involving STAENIS shall be subject to the exclusive jurisdiction of the courts of the judicial district of Ghent, Ghent division.
22.2 These courts shall apply exclusively Belgian law, to the exclusion of the rules of the Vienna Sales Convention.