General terms and conditions of sale

Article 1 – Definitions

In these general terms and conditions, the following terms shall have the meanings ascribed to them:

  1. Enterprise: the private limited liability company GELIS, with its registered office located at 8710 WIELSBEKE, Sasstraat 32, and registered with the Crossroads Bank for Enterprises under number 0450.880.546.
  2. Customer: any natural person or legal entity with whom an agreement has been concluded.
  3. Products: all goods that the customer can purchase from the enterprise, in particular eye wash and emergency showers.
  4. Purchase order: the written confirmation of the order placed by the customer with the enterprise.
  5. August 2002 Law: the Law of 2 August 2002 concerning the combating of late payment in commercial transactions.

Article 2 – Applicability

  1. These general terms and conditions of sale shall apply to every offer, quotation, order, and purchase-sale of products between the enterprise and the customer.
  2. The enterprise makes these general terms and conditions of sale available on its website (https://www.gelis.eu/nl), on the reverse side of the purchase order, as well as on the reverse side of the invoice.
  3. The customer acknowledges and accepts these general terms and conditions of sale. These general terms and conditions of sale shall always take precedence over the customer's general terms and conditions, except in the case of express written agreement to the contrary between the enterprise and the customer.
  4. The enterprise reserves the right to amend the general terms and conditions of sale at any time by publishing a new version on the aforementioned website. All orders placed after the new version of the general terms and conditions of sale has been published imply the customer's acceptance of these revised general terms and conditions of sale.

Article 3 – Offer and prices

  1. Unless explicitly stated otherwise, the prices communicated and/or published by the enterprise for the products are always in euros and exclusive of VAT. Any increase in the VAT rate shall be borne by the customer.
  2. An agreement is concluded at the moment when the customer accepts an offer/quotation from the enterprise within the stipulated period and if the enterprise has confirmed this acceptance in writing, or if the enterprise has commenced the performance of the agreement after the customer's acceptance of the offer.
  3. In the event that the enterprise does not provide a deadline for acceptance, this quotation is purely indicative and cannot be considered binding.
  4. The customer is definitively and irrevocably bound by the order upon placing it, whether orally or in writing.
  5. The enterprise is not bound by price indications that are incorrect, for example, in the case of typographical errors.

Article 4 – Delivery 

  1. The indicated delivery term shall be observed by the enterprise to the extent possible, but is never binding. Therefore, a delay cannot justify the dissolution of the agreement, nor give rise to the demand for compensation for any reason whatsoever.
  2. In all cases, the enterprise has the right to a redelivery period of 60 days, without the customer's right to compensation and without the possibility of dissolution thereof. The aforementioned period commences from the day when a demand letter by registered mail is received at the enterprise's office.
  3. The enterprise reserves the right to invoice the products according to the deliveries, even if they are partial. The enterprise reserves the right to split the delivery of the products into different partial deliveries.
  4. All risks pass to the customer upon delivery of the products to the customer or carrier, but in any case upon leaving the enterprise's warehouses. The products are thus transported at the customer's risk.

Article 5 – Invoice and payment

  1. Unless otherwise stipulated in writing, invoices are payable within 30 days from the invoice date.
  2. If the invoice is not paid by the customer on the due date, all amounts due become immediately payable, regardless of any payment facility previously granted by the enterprise.
  3. All overdue receivables shall accrue interest in accordance with the Law of August 2002. These default interest rates shall automatically commence from the due date of the invoice without prior notice of default.
  4. In case of non-payment of invoices due to negligence or bad faith on the part of the customer, the customer shall, from the due date, owe the enterprise a penalty of 12% on the outstanding amount, with a minimum of EUR 75.00, without prejudice to any other costs.
  5. Bank guarantees are not permitted under any circumstances for agreements solely involving the delivery of products.
  6. Issuance of a check or bill of exchange shall never result in novation of debt.
  7. In case of default, the enterprise reserves the right to terminate further agreements. Consequently, the agreement shall be deemed terminated by operation of law and without notice of default to the customer.

Article 6 – Conformity of the products

  1. The products are deemed to have been accepted at the enterprise's warehouses.
  2. If, for any reason, the products do not conform to the customer's order, or exhibit defects, the customer must, under penalty of forfeiture, notify the delivery in writing and by registered mail within eight days, failing which the customer shall be deemed to have unconditionally and definitively accepted the delivery. The burden of proof for such written and timely protest lies solely with the customer.
  3. The products may only be returned after the enterprise has granted written permission. Such permission does not imply that the enterprise acknowledges that the returned products are not in conformity or defective. The returned products shall in any case be sent at the customer's risk and must be returned, carriage paid, to the warehouses of the enterprise, regardless of the value of the products.
  4. There shall be no lack of conformity and/or any other defect within the meaning of this article if:
    1. The defect is the result of accidents, negligence, or misuse by the customer.
    2. The customer was informed of this defect prior to delivery or reasonably should have been aware of it and nevertheless agreed to it.
    3. Errors resulting from ambiguous, incomplete, and/or instructions given by telephone.

Article 7 - Liability

  1. The enterprise shall only be liable in any case for intentional misconduct, gross negligence, or that of its employees or agents, and for - except in cases of force majeure - the non-performance of an obligation that constitutes one of the main performances of the agreement.
  2. Any liability of the enterprise for indirect damages, including but not limited to consequential damages, lost profits, or missed savings, is explicitly excluded.
  3. Any compensation payable by the enterprise may not exceed the amount for which it is insured. In no event shall this compensation exceed the invoice amount of the respective products.

Article 8 – Termination and dissolution

  1. The agreement shall be deemed automatically dissolved in the event of bankruptcy, judicial settlement, admission to collective debt restructuring, or any other form of manifest insolvency of the customer. In such event, the enterprise shall immediately be entitled to payment for all services and products delivered up to that point, without prejudice to its right to full compensation, without any obligation on its part to pay damages or indemnification.
  2. If the agreement (in whole or in part) is terminated by or dissolved at the expense of the customer, the customer shall owe the enterprise a lump sum compensation equal to 30% of the price for the cancelled products. 

Article 9 – Force majeure

  1. The enterprise is not obliged to execute orders if it is unable to do so due to circumstances beyond its control, including but not limited to strikes, lockouts, fire, flood, heavy rainfall, inability to purchase raw materials or other necessary materials, lack of labor, war, civil unrest, government restrictions.

Article 10 – Retention of title 

  1. The delivered products shall remain the property of the enterprise until the payment of the respective invoice by the customer.
  2. The customer is in no way entitled to pledge unpaid products to third parties or use them as security.

Article 11 – Processing of customer data – privacy

  1. Upon placing an order, the customer explicitly agrees that his/her personal data may be used for administrative purposes, such as creating and maintaining a customer database, tracking orders, shipments, and invoices, and checking solvency. The information provided by the customer is necessary for processing and completing orders and invoicing. If this data is missing, the order will inevitably be canceled. Providing incorrect or false information is considered a breach of the current general terms and conditions of sale. By placing an order for a product, customer data becomes part of the company's customer database. Personal data will only be processed for promotional purposes, personalized advertising, and/or other (re)marketing purposes. The company will never disclose this personal information to third parties unless explicitly requested by judicial authorities or when legally required to do so. The customer has the right to access or modify his/her personal information at any time. The customer also has the right to object free of charge to the processing of his/her personal data for direct marketing initiatives.

Article 12 – Applicable law and competent court

  1. All agreements between the customer and the enterprise are governed by Belgian law.
  2. In the event of a dispute falling within the exclusive jurisdiction of the Justice of the Peace, the matter shall be brought before the Justice of the Peace of Waregem.
  3. In the event of a dispute falling within the exclusive jurisdiction of the Court of First Instance, the matter shall be brought before the Court of First Instance of West Flanders, division of Kortrijk.
  4. In the event of a dispute falling within the exclusive jurisdiction of the Commercial Court, the matter shall be brought before the Commercial Court of Ghent, division of Kortrijk.

Article 13 – Final provisions

  1. If any provision of these general terms and conditions of sale is void or invalid, the remaining provisions shall remain in full force and effect.